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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 15
Certification and Notice of Termination of Registration
Under Section 12(g) of the Securities Exchange Act of 1934
or Suspension of Duty to File Reports Under
Sections 13 and 15(d) of the Securities Exchange Act of 1934
1-9328
(Commission File No.)
ECOLAB INC.
(Exact name of registrant as specified in its charter)
ECOLAB CENTER
370 NORTH WABASHA STREET
ST. PAUL, MINNESOTA 55102
(612) 293-2233
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
PREFERRED STOCK PURCHASE RIGHTS(1)
(WHICH EXPIRED ON MARCH 11, 1996)
(Title of each class of securities covered by this Form)
COMMON STOCK, $1.00 PAR VALUE
PREFERRED STOCK PURCHASE RIGHTS(2)
(ISSUED ON MARCH 11, 1996)
(Titles of all other classes of securities for which
a duty to file reports under section 13(a) or 15(d) remains)
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1. The Registrant's Preferred Stock Purchase Rights (the "1988 Rights")
expired on March 11, 1996, pursuant to the terms of the Rights
Agreement, as amended and restated as of July 15, 1988 (the "1988
Rights Agreement"), between the Registrant and First Chicago Trust
Company of New York, as Rights Agent.
2. These Preferred Stock Purchase Rights (the "1996 Rights"), were issued
pursuant to the Rights Agreement, dated as of February 24, 1996 (the
"1996 Rights Agreement"), between the Registrant and First Chicago
Trust Company of New York as Rights Agent. The Registrant filed a
Form 8-A to register the 1996 Rights on February 28, 1996.
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Please place an X in the box(es) to designate the appropriate rule provision(s)
relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1)(i) [X] Rule 12h-3(b)(1)(ii) [ ]
Rule 12g-4(a)(1)(ii) [ ] Rule 12h-3(b)(2)(i) [ ]
Rule 12g-4(a)(2)(i) [ ] Rule 12h-3(b)(2)(ii) [ ]
Rule 12g-4(a)(2)(ii) [ ] Rule 15d-6 [ ]
Rule 12h-3(b)(1)(i) [ ]
Approximate number of holders of record as of the
certification or notice date: 0
Pursuant to the requirements of the Securities Exchange Act of 1934, Ecolab Inc.
has caused this certification/notice to be signed on its behalf by the
undersigned duly authorized person.
Date: May 6, 1996 By:/s/Kenneth A. Iverson
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Kenneth A. Iverson
Vice President and Secretary
