Annual Statement of Changes in Beneficial Ownership

FORM 5

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*
BELL LAWRENCE T
2. Issuer Name and Ticker or Trading Symbol
ECOLAB INC [ECL]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
General Counsel and Secretary

(Last)          (First)          (Middle)
ECOLAB INC., 370 WABASHA STREET N.
3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2008

(Street)
ST. PAUL, MN 55102
(City)        (State)        (Zip) 4. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)
_ X _ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security
(Instr. 3) 2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 7. Nature of Indirect Beneficial Ownership
(Instr. 4)

Amount (A) or (D) Price

Common Stock 12/18/2008 G 625 D $0 104683 D

Common Stock 12/18/2008 G 625 D $0 104058 D

Common Stock 12/18/2008 G ⁽¹⁾ 625 A $0 3748 I By daughter

Common Stock 12/18/2008 G ⁽²⁾ 625 A $0 3856 I By daughter

Common Stock 8643.583 ⁽³⁾ I By Ecolab Savings Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security
(Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date
(MM/DD/YYYY) 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 8. Price of Derivative Security
(Instr. 5) 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:

( 1) Transfer by reporting person to one of his daughters.

( 2) Transfer by reporting person to a second daughter.

( 3) The reporting person indirectly holds 8,643.583 UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of November 30, 2008. (The 8643.583 UNITS are equivalent to approximately 16,166 SHARES of Common Stock.)

Reporting Owners

Reporting Owner Name / Address Relationships

Director 10% Owner Officer Other

BELL LAWRENCE T
ECOLAB INC.
370 WABASHA STREET N.
ST. PAUL, MN 55102

General Counsel and Secretary

Signatures

/s/ David F. Duvick, Attorney-in-Fact for Lawrence T. Bell 1/20/2009

^** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

1. Name and Address of Reporting Person ^* BELL LAWRENCE T	2. Issuer Name and Ticker or Trading Symbol ECOLAB INC [ECL]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) General Counsel and Secretary
(Last) (First) (Middle) ECOLAB INC., 370 WABASHA STREET N.	3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2008
(Street) ST. PAUL, MN 55102 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form Filed by One Reporting Person ___ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/18/2008		G	625	D	$0	104683	D
Common Stock	12/18/2008		G	625	D	$0	104058	D
Common Stock	12/18/2008		G ⁽¹⁾	625	A	$0	3748	I	By daughter
Common Stock	12/18/2008		G ⁽²⁾	625	A	$0	3856	I	By daughter
Common Stock							8643.583 ⁽³⁾	I	By Ecolab Savings Plan

*Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (MM/DD/YYYY)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
( 1)	Transfer by reporting person to one of his daughters.
( 2)	Transfer by reporting person to a second daughter.
( 3)	The reporting person indirectly holds 8,643.583 UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of November 30, 2008. (The 8643.583 UNITS are equivalent to approximately 16,166 SHARES of Common Stock.)

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BELL LAWRENCE T ECOLAB INC. 370 WABASHA STREET N. ST. PAUL, MN 55102			General Counsel and Secretary

Signatures
/s/ David F. Duvick, Attorney-in-Fact for Lawrence T. Bell		1/20/2009
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.