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 *
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. Date of Earliest Transaction (Month/Day/Year)
12/01/2011
(Street)

ST. PAUL, MN 55102
4. If Amendment, Date Original Filed(Month/Day/Year)
12/05/2011
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)
Code V Amount (A) or (D) Price
Common Stock 12/01/2011   A   125,968 A (1) 125,968 D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) (3) $ 40.53 12/01/2011   A   56,294 (2)   12/01/2011 02/11/2021 Common Stock 56,294 $ 0 56,294 D  
Employee Stock Option (Right to Buy) (4) $ 32.35 12/01/2011   A   49,431 (2)   12/01/2011 02/09/2020 Common Stock 49,431 $ 0 49,431 D  
Employee Stock Option (Right to Buy) (5) $ 17.55 12/01/2011   A   113,074 (2)   12/01/2011 02/12/2019 Common Stock 113,074 $ 0 113,074 D  
Employee Stock Option (Right to Buy) (6) $ 30.67 12/01/2011   A   27,183 (2)     (7) 03/07/2018 Common Stock 27,183 $ 0 27,183 D  
Employee Stock Option (Right to Buy) (8) $ 30.67 12/01/2011   A   227,659 (2)   12/01/2011 03/07/2018 Common Stock 227,659 $ 0 227,659 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   12/09/2011
**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) The indicated number of shares represents the number of shares of the common stock of Ecolab, Inc. ("Ecolab") issuable to the reporting person as merger consideration pursuant to the Agreement and Plan of Merger dated as of July 19, 2011 (the "Merger Agreement") between and among Ecolab, Sustainability Partners Corporation and Nalco Holding Company ("Nalco") based on the individual stock-cash election made by the reporting person in accordance with the Merger Agreement with respect to the outstanding shares of Nalco common stock beneficially owned by the reporting person as of immediately prior to the effective time of the merger contemplated by the Merger Agreement. The adjustment and reallocation calculations provided for in the Merger Agreement have been completed as of the date of this report and the indicated number of shares reflects the actual number of shares of Ecolab common stock issuable to the reporting person as merger consideration pursuant to the Merger Agreement.
(2) These options were reported in Mr. Fyrwald's Form 4 filed on December 5, 2011. Due to rounding calculations, Columns 5, 7 and 9 of Table II provided an inaccurate number of shares of Ecolab Inc. common stock, in the aggregate, that each such options were converted into pursuant to the Merger Agreement. This amended report includes corrected information in Columns 5, 7 and 9 of Table II.
(3) Acquired pursuant to the Merger Agreement upon the conversion of stock options to purchase 82,836 shares of Nalco common stock at an exercise price of $27.54 per share.
(4) Acquired pursuant to the Merger Agreement upon the conversion of stock options to purchase 72,738 shares of Nalco common stock at an exercise price of $21.98 per share.
(5) Acquired pursuant to the Merger Agreement upon the conversion of stock options to purchase 166,387 shares of Nalco common stock at an exercise price of $11.92 per share.
(6) Acquired pursuant to the Merger Agreement upon the conversion of stock options to purchase 40,000 shares of Nalco common stock at an exercise price of $20.84 per share.
(7) The option vests in four equal annual installments beginning on December 31, 2008.
(8) Acquired pursuant to the Merger Agreement upon the conversion of stock options to purchase 335,000 shares of Nalco common stock at an exercise price of $20.84 per share.

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