Edgar Filing: ECOLAB INC

Ownership Submission

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

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(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

JOHNSON JOEL W

2. Issuer Name and Ticker or Trading Symbol
ECOLAB INC [ECL]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

THE HORMEL FOUNDATION, 301 N. MAIN STREET

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2007

(Street)

AUSTIN, MN 55912

4. If Amendment, Date Original Filed(Month/Day/Year)

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

(City)

(State)

(Zip)

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

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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	05/04/2007		M		7,600	A	$ 20	51,432.37	D
Common Stock	05/04/2007		F⁽¹⁾		3,542	D	$ 42.905	47,890.37	D
Common Stock	05/04/2007		M		3,682	A	$ 17.745	51,572.37	D
Common Stock	05/04/2007		F⁽¹⁾		1,522	D	$ 42.905	50,050.37	D
Common Stock	05/04/2007		M		6,800	A	$ 22.6525	56,850.37	D
Common Stock	05/04/2007		F⁽¹⁾		3,590	D	$ 42.905	53,260.37	D
Common Stock	05/04/2007		M		4,076	A	$ 22.6525	57,336.37	D
Common Stock	05/04/2007		F⁽¹⁾		2,152	D	$ 42.905	55,184.37	D
Common Stock	05/04/2007		M		3,442	A	$ 24.035	58,626.37	D
Common Stock	05/04/2007		F⁽¹⁾		1,928	D	$ 42.905	56,698.37	D
Common Stock	05/04/2007		M		7,400	A	$ 24.8325	64,098.37	D
Common Stock	05/04/2007		F⁽¹⁾		4,282	D	$ 42.905	59,863.05 ⁽²⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 42.905

05/04/2007

4,300

05/04/2007

05/04/2017

Common Stock

4,300

$ 0

4,300

Stock Option (Right to Buy)

$ 20 ⁽³⁾

05/04/2007

7,600 ⁽³⁾

05/11/2001

05/11/2011

Common Stock

7,600 ⁽³⁾

$ 0

Stock Option (Right to Buy)

$ 17.745 ⁽³⁾

05/04/2007

3,682 ⁽³⁾

11/01/2001

11/01/2011

Common Stock

3,682 ⁽³⁾

$ 0

Stock Option (Right to Buy)

$ 22.6525 ⁽³⁾

05/04/2007

6,800 ⁽³⁾

05/10/2002

05/10/2012

Common Stock

6,800 ⁽³⁾

$ 0

Stock Option (Right to Buy)

$ 22.6525 ⁽³⁾

05/04/2007

4,076 ⁽³⁾

05/10/2002

05/10/2012

Common Stock

4,076 ⁽³⁾

$ 0

Stock Option (Right to Buy)

$ 24.035 ⁽³⁾

05/04/2007

3,442 ⁽³⁾

11/01/2002

11/01/2012

Common Stock

3,442 ⁽³⁾

$ 0

Stock Option (Right to Buy)

$ 24.8325 ⁽³⁾

05/04/2007

7,400 ⁽³⁾

05/09/2003

05/09/2013

Common Stock

7,400 ⁽³⁾

$ 0

Stock Option (Right to Buy)

$ 42.905

05/04/2007

3,542

05/04/2007

05/11/2011

Common Stock

3,542

$ 0

3,542

Stock Option (Right to Buy)

$ 42.905

05/04/2007

1,522

05/04/2007

11/01/2011

Common Stock

1,522

$ 0

1,522

Stock Option (Right to Buy)

$ 42.905

05/04/2007

3,590

05/04/2007

05/10/2012

Common Stock

3,590

$ 0

3,590

Stock Option (Right to Buy)

$ 42.905

05/04/2007

2,152

05/04/2007

05/10/2012

Common Stock

2,152

$ 0

2,152

Stock Option (Right to Buy)

$ 42.905

05/04/2007

1,928

05/04/2007

11/01/2012

Common Stock

1,928

$ 0

1,928

Stock Option (Right to Buy)

$ 42.905

05/04/2007

4,282

05/04/2007

05/09/2013

Common Stock

4,282

$ 0

4,282

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
JOHNSON JOEL W THE HORMEL FOUNDATION 301 N. MAIN STREET AUSTIN, MN 55912	X

Signatures

/s/ David F. Duvick, Attorney-in-Fact for Joel W. Johnson		05/08/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Reflects the reporting person's payment of the exercise price of the stock options issued in accordance with Rule 16b-3 in each case by delivering shares of Ecolab common stock.
(2)	Includes 46.68 shares acquired by dividend reinvestment under the Dividend Reinvestment Plan for shareholders of Ecolab sponsored by Computershare Trust Company, Inc.
(3)	The exercise price for the stock options has been halved and the number of shares subject to the options doubled to reflect a 2-for-1 stock split paid June 6, 2003 subsequent to the original reporting of the options.

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