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)  June 27, 2008

ECOLAB INC.

(Exact name of registrant as specified in its charter)

Delaware	1-9328	41-0231510
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification 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 240.14a-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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Resignation of a Director

On June 27, 2008, Kasper Rorsted, a director of Ecolab Inc. (the “Company”), notified the Company that he, Stefan Hamelmann and Hans Van Bylen, each being elected to the Board of Directors of the Company pursuant to the Stockholder’s Agreement between the Company and Henkel AG & Co. KGaA of Düsseldorf, Germany (“Henkel”), have decided to resign as directors of the Company pending resolution of Henkel’s previously-announced intention to sell some or all of its investment in the Company.

Under the Stockholder’s Agreement, Henkel is entitled to designate a number of persons to be appointed or nominated for election to the Board of Directors of the Company proportionate to Henkel’s shareholding in the Company, rounded down to the nearest whole number.  In February 2008, Henkel reported that it owned 29.4% of the Company’s shares.  Upon completion of Henkel’s sale process, if Henkel continues to be a stockholder, it may be entitled to request the Company to reappoint or cause the nomination of one or more designees to resume proportional representation on the Company’s Board.

A copy of the press release issued by the Company announcing notification of the impending resignations of Messrs. Hamelmann, Rorsted and Van Bylen is filed as an Exhibit (99) to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(c)Exhibits.

(99) Ecolab Inc. New Release dated July 2, 2008.

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.
Date: July 3, 2008	By:	/s/Sarah Z. Erickson
		By:  Sarah Z. Erickson
		Its:  Assistant Secretary

3

EXHIBIT INDEX

Exhibit No.	Description	Method Of Filing
(99)	Ecolab Inc. News Release dated July 2, 2008.	Filed herewith electronically.

4

EX-99

Exhibit 99

News Release

Ecolab Inc.

370 Wabasha Street North

St. Paul, Minnesota 55102

FOR IMMEDIATE RELEASE
Michael J. Monahan	(651) 293-2809

HENKEL DIRECTORS TO RESIGN FROM ECOLAB BOARD

ST. PAUL, Minn., July 2, 2008:  Ecolab Inc. announced that the directors designated by stockholder Henkel AG & Co. KGaA have decided to resign from Ecolab’s board.

In a letter to Ecolab, Henkel indicated that while it intends to sell part or all of its investment in Ecolab, uncertainty regarding when or how that sale would take place made it prudent for Henkel to forgo representation on Ecolab’s board at this time.  Ecolab understands that Henkel does not want the information available to Ecolab directors to interfere with Henkel’s process of deciding when and how to dispose of some or all of its investment in Ecolab.  Henkel has indicated in its public filings that no final decision has been taken at this time as to the size, timing and method of any such divestiture which would be carried out in accordance with a stockholder’s agreement between Ecolab and Henkel.

The Henkel designated directors who are resigning are Messrs. Stefan Hamelmann, Kasper Rorsted and Hans Van Bylen.  Under terms of the stockholder’s agreement with Ecolab, Henkel is permitted board representation proportional to its shareholdings.  In February 2008 Henkel reported it owned 29.4% of Ecolab shares.

Douglas M. Baker, Jr., Ecolab’s Chairman, President and Chief Executive Officer commented on the action, saying “These resignations are an understandable step in Henkel’s effort to effect best practices in corporate governance.  It ensures the Henkel

1

representatives will not have access to confidential Ecolab information as Henkel assesses a potential sale of Ecolab shares.

“Ecolab’s stockholder’s agreement with Henkel includes provisions that encourage a broad distribution of shares and provides Ecolab with a right of first refusal on a sale.  We have benefited from and enjoyed Henkel’s representation on our board, and in the event that Henkel were to sell only part of its shares and choose to hold the rest, we would look forward to Henkel’s resumption of the appropriate representation on our Board as included in the stockholder’s agreement.

Baker concluded by saying, “We expect Henkel’s transaction to be successfully completed in an orderly manner. We remain fully focused on driving our business, building our future and continuing to deliver superior shareholder value.”

With sales of $5.5 billion and more than 26,000 associates, Ecolab Inc. (NYSE: ECL) is the global leader in cleaning, sanitizing, food safety and infection prevention products and services. Ecolab delivers comprehensive programs and services to foodservice, food and beverage processing, healthcare, and hospitality markets in more than 160 countries. More news and information is available at www.ecolab.com.

###

(ECL-C)

2