Ownership Submission
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

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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1. Name and Address of Reporting Person *
Fyrwald J Erik
 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
(Last)
(First)
(Middle)

ECOLAB INC., 370 WABASHA STREET N.		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2011
(Street)


ST. PAUL, MN 55102		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(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     3         I J. Erik Fyrwald Trust
Common Stock             46,109 (2) I Erik Fyrwald GRAT
Common Stock             3,293 (2) I JAK Limited Partnership
Common Stock             43,783 (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 2270 (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 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
Restricted Stock Units   12/01/2011   A4 54,852 (4)     (5)   (5) Common Stock
54,852 (4)
(4) 54,852
D
 
Restricted Stock Units   12/01/2011   A4 77,265 (6)     (7)   (7) Common Stock
77,625 (6)
(6) 77,625 (6)
D
 
Restricted Stock Units   12/01/2011   A4 56,018 (8)     (9)   (9) Common Stock
56,018 (8)
(8) 56,018 (8)
D
 
Employee Stock Option (Right to Buy) $ 30.67 12/01/2011   A4 227,660 (10)   12/01/2011 03/07/2018 Common Stock
227,660 (10)
$ 0 227,660 (10)
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fyrwald J Erik
ECOLAB INC.
370 WABASHA STREET N.
ST. PAUL, MN 55102		       President  

Signatures

David F. Duvick, as Attorney-in-Fact for J. Erik Frywald 02/03/2012
**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) Mr. Fyrwald beneficially owned 10,200 shares of Ecolab common stock in a living trust on December 1, 2011, the date on which he became an officer of Ecolab. The additional 2,322 shares of Ecolab common stock in the trust were issued to Mr. Fyrwald as merger consideration pursuant to the Agreement and Plan of Merger dated as of July 19, 2001 between and among Ecolab, Sustainability Partners Corporation and Nalco Holding Comopany (the "Merger Agreement") following completion of the merger on December 1, 2011.
(2) The Form 4 filed by Mr. Fyrwald on December 5, 2011, and amended on December 9, 2011, with respect to the shares of Ecolab common stock issued to him as merger consideration pursuant to the Merger Agreement reported in error that he had direct beneficial ownership of 125,968 shares of Ecolab common stock following the December 1, 2011 consummation of the merger. As corrected, Mr. Fyrwald had direct and indirect ownership of the shares of Ecolab common stock as reported in column 5 of Table I above.
(3) Each restricted stock unit represents the contingent right to receive one share of Ecolab common stock, subject to the terms and conditions set forth in the restricted stock unit agreement.
(4) The Form 4 filed by Mr. Fyrwald on December 5, 2011, and amended on December 9, 2011, reported in error that he acquired 111,943 restricted stock units upon the conversion of restricted stock units covering 164,723 shares of Nalco common stock pursuant to the Merger Agreement. As corrected, Mr. Fyrwald acquired 54,852 restricted stock units upon the conversion of restricted stock units covering 80,714 shares of Nalco common stock.
(5) The shares will vest on February 28, 2012, subject to continued employment at the vesting date.
(6) The Form 4 filed by Mr. Fyrwald on December 5, 2011, and amended on December 9, 2011, reported in error that he acquired 55,189 restricted stock units upon the conversion of restricted stock units covering 81,210 shares of Nalco common stock pursuant to the Merger Agreement. As corrected, Mr. Fyrwald acquired 77,625 restricted stock units upon the conversion of restricted stock units covering 113,694 shares of Nalco common stock.
(7) The shares will vest on February 28, 2013, subject to continued employment at the vesting date.
(8) The Form 4 filed by Mr. Fyrwald on December 5, 2011, and amended on December 9, 2011, reported in error that he acquired 52,353 restricted stock units upon the conversion of restricted stock units covering 77,037 shares of Nalco common stock pursuant to the Merger Agreement. As corrected, Mr. Fyrwald acquired 56,018 restricted stock units upon the conversion of restricted stock units covering 82,430 shares of Nalco common stock.
(9) The shares will vest on February 28, 2014, subject to continued employment at the vesting date.
(10) The Form 4 filed by Mr. Fyrwald on December 5, 2011, and amended on December 9, 2011, reported in error that he acquired an employee stock option to purchase 227,659 shares of Ecolab common stock upon the conversion of employee stock options to purchase 335,000 shares of Nalco common stock pursuant to the Merger Agreement. As corrected, Mr. Fyrwald acquired an employee stock option to purchase 227,660 shares of Ecolab common stock upon the conversion of employee stock options to purchase 335,000 shares of Nalco common stock.

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