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 *
LEVIN JERRY 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)
J. W. LEVIN PARTNERS, LLC, 9 WEST 57TH STREET, 26TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
05/02/2013
(Street)

NEW YORK, NY 10019
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)
Code V Amount (A) or (D) Price
Common Stock 05/03/2013   S   5,421 D $ 84.907 (1) 28,286.19 D  
Common Stock 05/03/2013   M   6,700 A $ 29.29 34,986.19 D  
Common Stock 05/03/2013   F(2)   2,303 D $ 85.205 32,683.19 D  
Common Stock 05/03/2013   M   5,600 A $ 32.57 38,283.19 D  
Common Stock 05/03/2013   F(2)   2,140 D $ 85.205 36,143.19 D  
Common Stock 05/03/2013   M   5,086 A $ 31.945 41,229.19 D  
Common Stock 05/03/2013   F(2)   1,906 D $ 85.205 39,323.19 D  
Common Stock 05/03/2013   M   4,800 A $ 37.905 44,123.19 D  
Common Stock 05/03/2013   F(2)   2,135 D $ 85.205 41,988.19 D  
Common Stock 05/03/2013   M   4,300 A $ 42.905 46,288.19 D  
Common Stock 05/03/2013   F(2)   2,165 D $ 85.205 44,123.19 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 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
Stock Option (Right to Buy) $ 84.265 05/02/2013   A   3,200   08/02/2013(3) 05/02/2023 Common Stock 3,200 $ 0 3,200 D  
Stock Option (Right to Buy) $ 29.29 05/03/2013   M     6,700 05/07/2004 05/07/2014 Common Stock 6,700 $ 0 0 D  
Stock Option (Right to Buy) $ 32.57 05/03/2013   M     5,600 05/06/2005 05/06/2015 Common Stock 5,600 $ 0 0 D  
Stock Option (Right to Buy) $ 31.945 05/03/2013   M     5,086 08/30/2005 05/07/2014 Common Stock 5,086 $ 0 0 D  
Stock Option (Right to Buy) $ 37.905 05/03/2013   M     4,800 05/12/2006 05/12/2016 Common Stock 4,800 $ 0 0 D  
Stock Option (Right to Buy) $ 42.905 05/03/2013   M     4,300 05/04/2007 05/04/2017 Common Stock 4,300 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LEVIN JERRY W
J. W. LEVIN PARTNERS, LLC
9 WEST 57TH STREET, 26TH FLOOR
NEW YORK, NY 10019
  X      

Signatures

 /s/David F. Duvick, Attorney-in-Fact for Jerry Levin   05/06/2013
**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) This transaction was executed in multiple trades at prices ranging from $84.90 to $84.95. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(2) Reflects the reporting person's payment of the exercise price for a stock option issued in accordance with Rule 16b-3 by delivering or withholding shares of Ecolab common stock.
(3) The option will become exercisable, on a cumulative basis, as to 25% of the option shares (excluding any fractional portion less than one share), on the last day of each of the first, second and third three-month periods following its date of grant and as to the remaining shares on the last day of the fourth three-month period following its date of grant; provided, however, that if a Change in Control of the Company (as that term is defined in the Ecolab Inc. 2001 Non-Employee Director Stock Option and Deferred Compensation Plan) will occur, then the option will become immediately exercisable in full.

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