Ecolab Inc.
ECOLAB INC (Form: 4, Received: 05/23/2003 12:34:45)
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
                      

(Print or Type Responses)
1. Name and Address of Reporting Person *

SPOONER JOHN P
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)
President of International /
(Last)          (First)          (Middle)

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

5/21/2003
(Street)

(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   5/21/2003     M     18000   A $21.89   38401   D    
Common Stock   5/22/2003     M     20000   A $15.19   58401   D    
Common Stock   5/22/2003     M     52800   A $13.41   111201   D    
Common Stock   5/21/2003     S     18000   D $50.50   93201   D    
Common Stock   5/22/2003     S     30000   D $50.75   63201   D    
Common Stock   5/22/2003     S     22800   D $50.80   40401   D    
Common Stock   5/22/2003     S     19500   D $50.85   20901   D    
Common Stock   5/22/2003     S     500   D $50.86   20401   (1) D    

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Employee Stock Option (Right to Buy)   $21.89   5/21/2003     M       18000    8/15/1998   (2) 8/15/2007   Common Stock   18000   0   0   D    
Employee Stock Option (Right to Buy)   $13.41   5/22/2003     M       52800    8/18/1996   (3) 8/18/2005   Common Stock   52800   0   0   D    
Employee Stock Option (Right to Buy)   $15.19   5/22/2003     M       20000    8/16/1997   (4) 8/16/2006   Common Stock   20000   0   0   D    


Explanation of Responses:

( 1)  Additionally, reporting person indirectly holds 2,449.489 UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of April 30, 2003. (The 2,449.489 units are the equivalent to approximately 2,299 shares of the issuer's Common Stock.)
( 2)  This option was previously reported as covering 9,000 shares at an exercise price of $43.78125/share, but has been adjusted to reflect a 2 for 1 stock split on January 15, 1998. The option was granted under the Ecolab Inc. 1997 Stock Incentive Plan (the "1997 Plan") on August 15, 1997 and became exercisable, as to a quarter of the total shares subject to the option on each of the first, second and third anniversaries of the date of grant and as to the remaining shares on the fourth anniversary of the date of grant; provided, however, that the option would have become immediately exercisable in full upon a Change in Control (as that term is defined in the 1997 Plan) if it had been outstanding for at least six months from the date of grant.
( 3)  This option was previously reported as covering 30,000 shares at an exercise price of $26.8125/share, but has been adjusted to reflect a 2 for 1 stock split on January 15, 1998. 7,200 shares of this option were previously exercised. The option was granted under the Ecolab Inc. 1993 Stock Incentive Plan (the "1993 Plan") on August 18, 1995 and became exercisable, on a cumulative basis, as to a quarter of the total shares subject to the option on each of the first, second and third anniversaries of the date of grant and as to the remaining shares on the fourth anniversary of the date of grant; provided, however, that the option would have become immediately exercisable in full upon a Change in Control (as that term is defined in the 1993 Plan) if it had been outstanding for at least six months from the date of grant.
( 4)  This option was previously reported as covering 10,000 shares at an exercise price of $30.375/share, but has been adjusted to reflect a 2 for 1 stock split on January 15, 1998. The option was granted under the Ecolab Inc. 1993 Stock Incentive Plan (the "1993 Plan") on August 16, 1996 and became exercisable, on a cumulative basis, as to a quarter of the total shares subject to the option on each of the first, second and third anniversaries of the date of grant and as to the remaining shares on the fourth anniversary of the date of grant; provided, however, that the option would have become immediately exercisable in full upon a Change in Control (as that term is defined in the 1993 Plan) if it had been outstanding for at least six months from the date of grant.

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SPOONER JOHN P,  

President of International

Signatures

/s/D.F. Duvick, Attorney-in-Fact for J.P. Spooner 5/23/2003
** Signature of Reporting Person Date

* 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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