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)   August 23, 2011

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   1-800-232-6522

(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):

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

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

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

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

Item 8.01.	Other Events.
	On August 23, 2011, Ecolab announced Board of Director authorization to repurchase up to 10,000,000 additional shares of Ecolab common stock.  The authorization is contingent  upon consummation of the previously announced merger with Nalco Holding Company. The purchases will be conducted in the open market; in privately negotiated transactions from time-to-time, depending on market conditions; and through purchases made in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.  The Board of Directors last increased its share repurchase authorization in May 2011, and Ecolab has 17,949,558 shares remaining under prior authorizations.
	A copy of the News Release issued by Ecolab in connection with this report under Item 8.01 is attached as Exhibit (99) and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

(99)Ecolab Inc. News Release dated August 23, 2011.

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: August 23, 2011	By:	/s/Michael C. McCormick
		Michael C. McCormick
		Assistant Secretary

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EXHIBIT INDEX

Exhibit No.	Description	Method Of Filing
(99)	Ecolab Inc. News Release dated August 23, 2011.	Filed herewith electronically.

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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

ECOLAB ANNOUNCES INCREASED SHARE REPURCHASE AUTHORIZATION

ST. PAUL, Minn., August 23, 2011- Ecolab Inc. announced its Board of Director’s authorization to repurchase up to 10 million additional shares of Ecolab common stock. The authorization would only be effective upon the consummation of the previously announced Nalco Holding Company merger.

The Board last increased its share repurchase authorization in May 2011.  Ecolab had approximately 18 million shares remaining under previous repurchase authorizations, and approximately 232 million shares outstanding on July 31, 2011.

The combined Ecolab share repurchase authorization following completion of the Nalco merger would be 28 million shares.

Ecolab expects to conduct its purchases in the open market; in privately negotiated transactions from time to time, depending on the market conditions; and through purchases made in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934.

With sales of $6 billion and more than 26,000 associates, Ecolab (NYSE: ECL) is the global leader in cleaning, sanitizing, food safety and infection prevention products and services. Ecolab delivers comprehensive programs and services to the foodservice, food and beverage processing, healthcare, and hospitality markets in more than 160 countries. More news and information is available at www.ecolab.com.

-more-

This news release contains various “Forward-Looking Statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  These include statements concerning Ecolab’s repurchase of common stock and consummation of the proposed Nalco merger.  These statements, which represent Ecolab’s expectations or beliefs concerning various future events, are based on current expectations that involve a number of risks and uncertainties that could cause actual results to differ materially from those of such Forward-Looking Statements, including changes in Ecolab’s stock price, financial results, financial condition and cash requirements.  We caution that undue reliance should not be placed on Forward-Looking Statements, which speak only as of the date made.

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(ECL-C)

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