Sec Form 5 Filing - FRITZE STEVEN L @ ECOLAB INC - 2012-12-31

FORM 5 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 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 FRITZE STEVEN L 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) Former Chief Financial Officer (Last) (First) (Middle) ECOLAB INC., 370 WABASHA STREET N. 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2012 (Street) ST. PAUL, MN55102 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/28/2012 G( 1 ) V 64,403 D $ 0 101,221 D Common Stock 12/31/2012 G V 1,200 D $ 0 100,021 D Common Stock 12/28/2012 G( 1 ) V 64,403 A $ 0 64,403 I By Fritze Irrevocable Trust Common Stock 12,783.204 ( 2 ) I By Ecolab Savings Plan

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Indir ect (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FRITZE STEVEN L ECOLAB INC. 370 WABASHA STREET N. ST. PAUL, MN55102 Former Chief Financial Officer Signatures /s/David F. Duvick, Attorney-in-Fact for Steven L. Fritze 02/01/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Gift by reporting person to a trust whose holdings are attributable to the reporting person. ( 2 )Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan)as of December 31, 2012. Includes 40.501 UNITS acquired since the reporting person's last report. (The 12,783.204 UNITS are the equivalent of approximately 23,739 SHARES of the issuer's Common Stock.)

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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