Statement of Changes of Beneficial Ownership


FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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. Date of Earliest Transaction (MM/DD/YYYY)

7/30/2009
(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)
Code V Amount (A) or (D) Price
Common Stock   7/30/2009     M    20000   A $18.96   124058   D    
Common Stock   7/30/2009     F (1)    13781   D $41.450   110277   D    
Common Stock   7/30/2009     M    40000   A $22.3675   150277   D    
Common Stock   7/30/2009     F (1)    29448   D $41.450   120829   D    
Common Stock   7/30/2009     M    77000   A $41.450   197829   D    
Common Stock   7/30/2009     F (1)    58787   D $41.450   139042   D    
Common Stock   7/30/2009     S    19100   D $41.500   119942   D    
Common Stock   7/31/2009     S    15884   D $41.500   104058   D    
Common Stock                  3856   I   By daughter  
Common Stock                  3748   I   By daughter  
Common Stock                  8709.481   (2) I   By Ecolab Savings Plan  

Table II - Derivative Securities 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 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 Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock   $18.96   (3) 7/30/2009     M         20000   (3)   12/6/2002   (3) 12/6/2011   Common Stock   20000   $0   0   D    
Employee Stock Option (Right to Buy)   $41.450   7/30/2009     A      13781       7/30/2009   12/6/2011   Common Stock   13781   $0   13781   D    
Employee Stock Option (Right to Buy)   $22.3675   (4) 7/30/2009     M         40000   (4)   2/22/2003   (4) 2/22/2012   Common Stock   40000   $0   0   D    
Employee Stock Option (Right to Buy)   $41.450   7/30/2009     A      29448       7/30/2009   2/22/2012   Common Stock   29448   $0   29448   D    
Common Stock   $24.34   (5) 7/30/2009     M         77000   (5)   12/5/2003   (5) 12/5/2012   Common Stock   77000   $0   0   D    
Employee Stock Option (Right to Buy)   $41.450   7/30/2009     A      58787       7/30/2009   12/5/2012   Common Stock   58787   $0   58787   D    

Explanation of Responses:
( 1)  Reflects the reporting person's payment of the exercise price and withholding taxes for a stock option issued in accordance with Rule 16b-3 by delivering or withholding shares of Ecolab Common Stock.
( 2)  The reporting person indirectly holds 8,709.481 UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of June 30, 2009. Includes 65.898 UNITS acquired since the reporting person's last report. (The 8,709.481 UNITS are equivalent to approximately 16,293 SHARES of Common Stock.)
( 3)  Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on December 6, 2001. The option was originally reported as covering 40,000 shares at an exercise price of $37.92 but has been adjusted to reflect a stock split on June 6, 2003 and the subsequent exercise of 60,000 shares. The option became exercisable, cumulatively, as to one-third of the total shares subject to the option on each of the first and second anniversaries of the date of grant and as to the remaining shares on the third anniversary of the date of grant.
( 4)  Option granted under the Ecolab Inc. 1997 Stock Incentive Plan on February 22, 2002. The option was originally reported as covering 20,000 shares at an exercise price of $44.4735 but has been adjusted to reflect a stock split on June 6, 2003. The option became exercisable, cumulatively, as to one-third of the total shares subject to the option on each of the first and second anniversaries of the date of grant and as to the remaining shares on the third anniversary of the date of grant.
( 5)  Option granted under the Ecolab Inc. 2002 Stock Incentive Plan on December 5, 2002. The option was originally reported as covering 38,500 shares at an exercise price of $48.68 but has been adjusted to reflect a stock split on June 6, 2003. The option became exercisable, cumulatively, as to one-third of the total shares subject to the option on each of the first and second anniversaries of the date of grant and as to the remaining shares on the third anniversary of the date of grant.

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 7/31/2009
** 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).
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