8-K

UNITED STATES
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):        December 6, 2004

ECOLAB INC.

(Exact name of registrant as specified in its charter)

Delaware	1-9328	41-0231510
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
370 Wabasha Street North, Saint Paul, Minnesota		55102
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code:        651-293-2233
(Not applicable)
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13a-4(c) under the Exchange Act (17 CRF 240.13e-4(c))

Item 3.03  Material Modifications to Rights of Security Holders.

Effective December 6, 2004, Ecolab Inc. appointed Computershare Investor Services, LLC (“Computershare”) its Stock Transfer Agent, Registrar, Dividend Paying Agent and Rights Agent, replacing EquiServe Trust Company, N.A. (“EquiServe”).  In that connection, Ecolab, EquiServe, and Computershare entered into an Amendment to Rights Agreement, dated and effective as of December 6, 2004 (the “Amendment”), to replace EquiServe with Computershare as Rights Agent.

A copy of the Amendment is attached hereto as Exhibit (4)A and incorporated herein by reference.

Item 8.01  Other Events.

In connection with the above described transfer agent switch, the Board of Directors of Ecolab Inc. adopted a new Common Stock certificate.  The form of Common Stock certificate, as approved by the New York Stock Exchange, is attached hereto as Exhibit 4(B).

Item 9.01  Financial Statements and Exhibits.

(4)	A.	Amendment to Rights Agreement, dated and effective as of December 6, 2004, among Ecolab Inc., EquiServe Trust Company, N.A. and Computershare Investor Services, LLC.
(4)	B.	Form of Common Stock certificate.

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.
Date:  December 6, 2004	By:	/s/Timothy P. Dordell
		By:	Timothy P. Dordell
		Its:	Assistant Secretary

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EXHIBIT INDEX

Exhibit No.	Description	Method Of Filing
(4)A.	Amendment to Rights Agreement, dated and effective as of December 6, 2004, among Ecolab Inc., EquiServe Trust Company, N.A. and Computershare Investor Services, LLC.	Filed herewith electronically.
(4)B.	Form of Common Stock certificate.	Filed herewith electronically.

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EX-4.A

Exhibit 4A

AMENDMENT TO RIGHTS AGREEMENT

This Amendment (the “Amendment”), dated and effective as of December 6, 2004 and executed among Ecolab Inc., (the “Company”), Equiserve Trust Company, N.A. (“Equiserve”) and Computershare Investor Services, LLC (“Computershare”), hereby amends the Rights Agreement originally between the Company and First Chicago Trust Company of New York dated as of February 24, 1996 (the “Rights Agreement”).

W I T N E S S E T H

WHEREAS, the Company and First Chicago Trust Company of New York previously entered into the Rights Agreement, pursuant to which First Chicago was appointed to serve as the Rights Agent; and

WHEREAS, Equiserve was appointed as successor Rights Agent pursuant to the amendment effective on November 5, 2001; and

WHEREAS, Equiserve desires to resign as Rights Agent and the Company desires to accept such resignation and appoint Computershare as successor Rights Agent under the Rights Agreement, and

WHEREAS, in connection with the resignation of Equiserve as Rights Agent and the appointment of Computershare as successor Rights Agent, the Company, Equiserve and Computershare desire to amend the Rights Agreement in certain respects.

NOW, THEREFORE, in consideration of the promises and the mutual agreements herein set forth, the parties agree as follows:

Section 1. Resignation of Rights Agent.  Equiserve hereby resigns as Rights Agent under the Rights Agreement and the Company hereby accepts Equiserve’s resignation.

Section 2.  Appointment of the Successor Rights Agent.  The Company hereby appoints Computershare as successor Rights Agent under the Rights Agreement and Computershare hereby accepts such appointment.

Section 3.  Amendment of Rights Agreement.  The Rights Agreement shall be further amended as follows:

(a)“Computershare Investor Services, LLC” shall be substituted throughout the Rights Agreement, Exhibits and other attachments for “Equiserve Trust Company, N.A.” including substituting all abbreviations therefore.

(b)Section 21 of the Rights Agreement is hereby amended to read in its entirety as follows:

Section 21.  Change of Rights Agent.  The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon thirty (30) days’ notice in writing mailed to the Company, and to each transfer agent of the Common Stock and Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon thirty (30) days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation, trust company, or limited liability company organized and doing business under the laws of the United States or of any state of the United States, in good standing, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority.

After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

(c)Section 26 of the Rights Agreement is hereby amended by deleting the address for notice or demand to be given to the Rights Agent by the Company and substituting in lieu therefor the following:

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Computershare Investor Services, LLC

2 North LaSalle Street

Chicago, Illinois 60602

Attention:  Relationship Manager

with a copy to:

Computershare Investor Services, LLC

2 North LaSalle Street

Chicago, Illinois 60602

Attention:  Director of Relationship Management

Section 5.  Continued Effectiveness. The parties hereto hereby acknowledge and agree that, except as specifically supplemented and amended, changed or modified hereby, the Rights Agreement, as previously amended to the date hereof, shall remain in full force and effect in accordance with its terms.

Section 6.  Execution in Counterparts.  This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument.

Section 7.  Terms.  Except as otherwise expressly provided herein, or unless the context otherwise requires, all terms used herein have the meanings assigned to them in the Rights Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and effective as of the day and year above written.

ECOLAB INC.
By	/s/Lawrence T. Bell
	Lawrence T. Bell
Its	Senior Vice President, General Counsel   and Secretary
EQUISERVE TRUST COMPANY, N.A.
By	/s/Thomas Tighe
	Thomas Tighe
Its	Managing Director
COMPUTERSHARE INVESTOR SERVICES, LLC
By	/s/Cynthia Nisley
	Cynthia Nisley
Its	Director of Relationship Management

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EX-4.B

Exhibit 4B

COMMON STOCK	COMMON STOCK
PAR VALUE $1.00	THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, NY OR CHICAGO, IL

Certificate Number		Shares
	ECOLAB INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

THIS CERTIFIES THAT		CUSIP 278865 10 0
is the owner of
FULLY-PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF
Ecolab Inc. transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
			DATED
/s/ A. L. Schuman			COUNTERSIGNED AND REGISTERED:
Chairman			COMPUTERSHARE INVESTOR SERVICES, LLC.
			(CHICAGO)
			TRANSFER AGENT AND REGISTRAR,
/s/ L. T. Bell
Secretary			By:
			AUTHORIZED SIGNATURE

SECURITY INSTRUCTIONS ON REVERSE

ECOLAB INC.

The Corporation will furnish, without charge, to each stockholder who so requests, a printed statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof which the corporation is authorized to issue and the qualifications, limitations or restrictions of such preferences and/or rights. requests may be directed to the secretary of ecolab inc. at its principal office, or the transfer agent named on the face of this certificate.

This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Ecolab Inc. (the “Company”) and First Chicago Trust Company of New York (the “Rights Agent”) dated as of February 24, 1996, as the same may be amended from time to time (the “Rights Agreement”), the terms of which ARE hereby incorporated herein by reference and a copy of which is on file aT the principal offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or an Adverse Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM -as tenants in common	UNIF GIFT MIN ACT-                  Custodian
			(Cust)	(Minor)
TEN ENT -as tenants by the entireties		under Uniform Gifts to Minors Act
JT TEN - as joint tenants with right of survivorship	UNIF TRF MIN ACT -                  Custodian (until age        )
and not as tenants in common			(Cust)	(Minor)
		under Uniform Transfers to Minors Act
					(State)
Additional abbreviations may also be used though not in the above list.

For value received,                                    hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE                                                 

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)

                                                                                                                                                                                                         Shares
of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

                                                                                                                                                                                                      Attorney
to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.

Dated:	20	Signature:
		Signature:
			NOTICE:	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed:

BY:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan
Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO
S.E.C. RULE 17Ad-15.

SECURITY INSTRUCTIONS

THIS IS WATERMARKED PAPER, DO NOT ACCEPT WITHOUT NOTING WATERMARK. HOLD TO LIGHT TO VERIFY WATERMARK.