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FILED PURSUANT TO RULE 424(b)(3)
FILE NO. 33-57197
SUPPLEMENT TO
PROSPECTUS DATED FEBRUARY 13, 1996
ECOLAB INC.
4,455,343 SHARES OF COMMON STOCK
This document supplements the Prospectus, dated February 13, 1996 (the
"Prospectus"), of Ecolab Inc. (the "Company") relating to the proposed sale of
up to 4,455,343 shares (the "Offered Shares") of the Company's common stock, par
value $1.00 per share, and the preferred stock purchase rights attached thereto
(collectively, the "Common Stock").
The First Grantor Retained Annuity Trust of Tobee W. Kaplan (the "First
Grantor Trust"), which was identified in the Prospectus as beneficially owning
176,422 of the Offered Shares, expired on December 31, 1996. These shares were
distributed by the First Grantor Trust upon its expiration to the following
transferees: 105,854 shares to Randall R. Kaplan; 35,284 shares to Seldon E.
Patty and Freddy H. Robinson, as trustees for the Lyn Ellen Chasen Family Trust
II; and 35,284 shares to Seldon E. Patty and Freddy H. Robinson, as trustees for
the Scott D. Kaplan Family Trust. On January 6, 1997, the Lyn Ellen Chasen
Family Trust II transferred 35,284 shares to the trust's beneficiary, Lyn Ellen
Chasen (Lyn Ellen Chasen, Randall R. Kaplan and the Scott D. Kaplan Family Trust
are collectively referred to hereinafter as the "Transferees").
As described in the Prospectus, the Transferees will be deemed to be
Selling Stockholders, and the shares transferred to the Transferees will be
deemed to be Offered Shares and to be covered by the Prospectus and the
registration statement of which the Prospectus forms a part.
The date of this Prospectus Supplement is January 13, 1997.
