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)    May 12, 2006

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 5.02  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b)Effective May 12, 2006, the Board of Directors of Ecolab Inc. (“Ecolab”) elected Douglas M. Baker, Jr., currently President and Chief Executive Officer, to the additional post of Chairman of the Board. Mr. Baker succeeds Allan L. Schuman, who retired from the Board in accordance with his previously announced plans. Mr. Schuman was named to the honorary post of Chairman Emeritus. A copy of the News Release issued by Ecolab in connection with this report under Item 5.02(b) is attached as Exhibit (99)A.

(d)Also effective May 12, 2006, Ecolab’s stockholders elected John J. Zillmer to its Board of Directors for a three-year term ending in 2009. Mr. Zillmer is Chairman of the Board and Chief Executive Officer of Allied Waste Industries, Inc., a solid waste management company. Prior to joining Allied Waste, Mr. Zillmer spent thirty years in the managed services industry, most recently as Executive Vice President of ARAMARK Corporation, a provider of food, uniform and support services. Mr. Zillmer will serve on the Board’s Audit and Governance Committees. A copy of the News Release issued by Ecolab in connection with this report under Item 5.02(d) is attached as Exhibit (99)B.

Item 8.01  Other Events.

Our Annual Meeting of Stockholders was held on May 12, 2006. At the meeting, 91.26% of the outstanding shares of our voting stock were represented in person or by proxy. The first proposal voted upon was the election of four Class II Directors for a term ending at the annual meeting in 2009. The four persons nominated by our Board of Directors received the following votes and were elected:

Name	For	Withheld
Leslie S. Biller	209,247,448	22,107,969
Jerry A. Grundhofer	203,444,872	27,910,545
Kasper Rorsted	203,166,737	28,188,680
John J. Zillmer	183,472,193	47,883,224

In addition, the terms of office of the following directors continued after the meeting:  Class III Directors for a term ending in 2007 – Richard U. De Schutter, Joel W. Johnson, Ulrich Lehner, and Beth M. Pritchard; and Class I Directors for a term ending in 2008 – Douglas M. Baker, Jr., Stefan Hamelmann, Jerry W. Levin, and Robert L. Lumpkins.

The second proposal voted upon was the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2006.

The proposal received the following votes and was ratified:

For	Against	Abstain	Broker Non-Votes
224,693,194	5,306,451	1,355,772	0

Item 9.01 Financial Statements and Exhibits.

(c)Exhibits.

(99)	A.	Ecolab Inc. News Release dated May 12, 2006.
	B.	Ecolab Inc. News Release dated May 12, 2006.

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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: May 12, 2006	By:	/s/Timothy P. Dordell
		By: Timothy P. Dordell
		Its: Assistant Secretary

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EXHIBIT INDEX

Exhibit No.		Description	Method Of Filing
(99)	A.	Ecolab Inc. News Release dated May 12, 2006	Filed herewith electronically.
	B.	Ecolab Inc. News Release dated May 12, 2006.	Filed herewith electronically.

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EX-99.A

Exhibit 99.A

News Release

Ecolab Inc.

370 Wabasha Street North

St. Paul, Minnesota  55102

FOR IMMEDIATE RELEASE

Michael J. Monahan   (651) 293-2809

BAKER ELECTED CHAIRMAN OF THE BOARD

Schuman named Chairman Emeritus

ST. PAUL, Minn., May 12, 2006:   Consistent with its previously announced intention, the Board of Directors of Ecolab Inc. has elected Douglas M. Baker, Jr., currently President and Chief Executive Officer, to the additional post of Chairman of the Board. Baker succeeds Allan L. Schuman, who retired from the board. Schuman was named to the honorary post of Chairman Emeritus.

Commenting on the announcement, Baker said, “This is a great honor, and I thank the board for their confidence. I look forward to further serving Ecolab, our shareholders and all of our dedicated associates worldwide in this expanded role. I also wish to thank Al Schuman for his leadership and many contributions to the company during his outstanding 49-year career with Ecolab.

“This is a truly great time for Ecolab, and a great time to lead this terrific company. We have expanded and improved our global sales and service coverage, increased our legendary product and service differentiation, and built an even stronger growth platform. We are the clear global leader serving growing markets, yet still have major opportunities to further expand our market share. We have both top line and margin growth ahead of us, and will utilize our Circle the Customer strategy and our anchor technology innovation to deliver on our objective of sustainable 15% earnings per share growth. We are invigorated by the outstanding opportunities before us and focused in our aggressive pursuit of them.”

-more-

With 2005 sales of $4.5 billion, Ecolab is the leading global developer and marketer of premium cleaning, sanitizing, pest elimination, maintenance and repair products and services for the hospitality, foodservice, healthcare and industrial markets.

Ecolab shares are traded on the New York Stock Exchange under the symbol ECL. Ecolab news releases and other investor information are available on the Internet at http://www.ecolab.com.

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EX-99.B

Exhibit 99.B

News Release

Ecolab Inc.

370 Wabasha Street North

St. Paul, Minnesota  55102

FOR IMMEDIATE RELEASE

Michael J. Monahan  (651) 293-2809

ZILLMER ELECTED TO ECOLAB BOARD

Current directors Biller, Grundhofer and Rorsted re-elected

PricewaterhouseCoopers reappointed as auditors

ST. PAUL, Minn., May 12, 2006:  Ecolab Inc. shareholders today elected John J. Zillmer to its Board of Directors.

Mr. Zillmer is Chairman of the Board and Chief Executive Officer of Allied Waste Industries, Inc., a solid waste management company. Prior to joining Allied Waste, Mr. Zillmer spent thirty years in the managed services industry, most recently as Executive Vice President of ARAMARK Corporation, a provider of food, uniform and support services.

Commenting on the addition, Douglas M. Baker, Jr., Ecolab’s Chairman, President and Chief Executive Officer said, “We are very pleased to add John to Ecolab’s board, and we look forward to his counsel. We have aggressive growth plans and John’s long experience in our industry will be very helpful.”

Current Ecolab directors Leslie S. Biller, Jerry A. Grundhofer and Kasper Rorsted were re-elected at the Annual Meeting to a three-year term ending in 2009.

In other action, shareholders also ratified the appointment of PricewaterhouseCoopers LLP as Ecolab’s independent registered public accounting firm for 2006.

With 2005 sales of $4.5 billion, Ecolab is the leading global developer and marketer of premium cleaning, sanitizing, pest elimination, maintenance and repair products for the hospitality, foodservice, healthcare and industrial markets. Ecolab shares are traded on the New York Stock Exchange under the symbol ECL.

Ecolab news releases and other investor information are available on the Internet at www.ecolab.com.

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