8-K

                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549


                                       FORM 8-K

                                    CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):         August 29, 1997
                                                   ----------------------------


                                     ECOLAB INC.
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                (Exact name of registrant as specified in its charter)



          Delaware                  1-9328                 41-0231510
- ----------------------------     ---------------       ---------------------
(State or other jurisdiction       (Commission             (IRS Employer
       of incorporation)         File Number)          Identification No.)


Ecolab Center, 370 N. Wabasha, St. Paul, Minnesota            55102
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    (Address of principal executive offices)              (Zip Code)


Registrant's telephone number, include area code:          612-293-2233
                                                 ------------------------------


                                   (Not applicable)
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           (Former name or former address, if changed from last report.)




Item 5.  OTHER EVENTS.

    On August 29, 1997, Ecolab Inc. (the "Corporation") announced that it will
undertake a tender offer for all the outstanding shares of Gibson Chemical
Industries Limited ("Gibson") not owned by Ecolab.  Gibson is located in
Melbourne Victoria, Australia and its shares are traded on the Australian Stock
Exchange.

    Beginning in mid-September, a wholly-owned Australia subsidiary of Ecolab
plans to offer Gibson shareholders AU$8.25 per share, subject to certain
conditions and approval by the Australian Foreign Investment Review Board.  The
Corporation previously announced that it had accumulated a 14.9% equity stake in
Gibson, a manufacturer and marketer of cleaning and sanitizing products,
primarily for the Australian and New Zealand institutional, healthcare and
industrial markets.

    A copy of the News Release issued by the Corporation on August 29, 1997 is
attached as Exhibit (99).


Item 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)  Exhibits

              (99) Ecolab News Release dated August 29, 1997.


                                         -2-


                                      SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                  ECOLAB INC.



                                  By:/s/Kenneth A. Iverson
                                     ------------------------------------------
                                       Kenneth A. Iverson
                                       Vice President and Secretary


Date:   August 29, 1997


                                         -3-


                                    EXHIBIT INDEX


    EXHIBIT NO.         DESCRIPTION              METHOD OF FILING
    -----------         -----------              ----------------
       (99)             Ecolab News Release      Filed herewith electronically
                        dated August 29, 1997.


                                         -4-

EX-99

                   FOR IMMEDIATE RELEASE

                   Michael J. Monahan  (612) 293-2809 (Tel)
                                       (612) 225-3123 (Fax)


                     ECOLAB TO TENDER FOR AUSTRALIAN FIRM SHARES


    ST. PAUL, Minnesota, August 29, 1997:  Ecolab Inc. announced today it will
undertake a tender offer for all of the outstanding shares of Gibson Chemical
Industries Ltd., located in Melbourne, Victoria, Australia.  Gibson is a
manufacturer and marketer of cleaning and sanitizing products, primarily for the
Australian and New Zealand institutional, healthcare and industrial markets,
with fiscal 1996 sales of US$122 million.
    Ecolab announced last week that it had acquired 14.9% of Gibson shares.
Gibson has approximately 22.4 million shares outstanding, including shares
already purchased by Ecolab.  Gibson shares are traded on the Australian Stock
Exchange.
    Ecolab will offer AU$8.25 (US$6.08) per Gibson share.  Materials are
expected to be mailed to Gibson shareholders in mid-September and the tender
offer is scheduled to remain open for one month.  The offer is subject to
certain conditions and Australian Foreign Investment Review Board approval.
    Allan L. Schuman, Ecolab's President and Chief Executive Officer,
commented, stating, "We believe Gibson represents a very good fit with Ecolab.
Gibson's people, products and geographic coverage will complement our business
and enable us to strengthen service to our customers.  We also believe the
tender offer is attractively priced for Gibson shareholders."


                                       - more -


                                        - 2 -

    Ecolab is the leading global developer and marketer of premium cleaning,
sanitizing, maintenance and pest elimination products and services for the
hospitality, institutional and industrial markets.  For the year ended December
31, 1996, Ecolab reported sales of US$1.5 billion.  Including European joint
venture sales of US$0.9 billion, Ecolab's global sales coverage was US$2.4
billion. Ecolab shares are traded on the New York Stock Exchange and the Pacific
Exchange under the symbol ECL.
    Ecolab news releases and other investor information are available on the
Internet at http://www.ecolab.com; and by telephone at 1-800-FACT-ECL.


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