SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 13E-4
Amendment No. 1
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934)
ECOLAB INC.
(Name of issuer)
ECOLAB INC.
(Name of person(s) filing statement)
Common Stock, par value $1.00 per share
(Title of class of securities)
278865100
(CUSIP number of class of securities)
William R. Rosengren, Esq.
Senior Vice President - Law and
General Counsel
Ecolab Inc.
Ecolab Center
St. Paul Minnesota 55102
(612) 293-2233
(Name, address and telephone number of person
authorized to receive notices and communications
on behalf of the person(s) filing statement)
_______________
Copy to:
Charles W. Mulaney, Jr., Esq.
Skadden, Arps, Slate, Meagher & Flom
333 West Wacker Drive
Chicago, Illinois 60606
(312) 407-0700<PAGE>
Ecolab Inc., a Delaware corporation (the "Company"),
hereby amends its Issuer Tender Offer Statement on Schedule
13E-4 (the "Schedule 13E-4") filed with the Securities and
Exchange Commission on May 17, 1995 with respect to its offer
to purchase for cash up to 3,000,000 shares of its common
stock, par value $1.00 per share.
Unless otherwise indicated herein, each capitalized
term used but not defined herein shall have the meaning as-
signed to such term in the Schedule 13E-4 or in the Offer to
Purchase referred to therein (the "Offer to Purchase").
Item 8. Additional Information
The information set forth in Item 8(e) of the
Schedule 13E-4 is hereby amended as follows:
(i) Clause (6) of paragraph (c) of Section 6 of the
Offer to Purchase is hereby amended to read in its entirety as
follows:
"(6) any change in the general political, market,
economic or financial conditions in the United
States or abroad that could have a material adverse
effect on the Company's business, operations or
prospects or the trading in the Shares or that, in
the reasonable judgment of the Company, makes it
inadvisable to proceed with the Offer or";
(ii) Paragraph (d) of Section 6 of the Offer to
Purchase is hereby amended to read in its entirety as follows:
"(d) any change shall have occurred or be threatened
in the business, condition (financial or other),
income, operations, Share ownership or prospects of
the Company and its subsidiaries, taken as a whole,
which, in the Company's reasonable judgment, is or
may be material to the Company or any other event
shall have occurred which, in the Company's reason-
able judgment, materially impairs the Offer's
contemplated benefits to the Company; or"
2<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
ECOLAB INC.
By:/s/ Kenneth A. Iverson
Name: Kenneth A. Iverson
Title: Vice President and
Secretary
Dated: June 12, 1995
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