ECOLAB INC, S-3, 1998-01-30

ECOLAB INC
S-3, 1998-01-30
SOAP, DETERGENTS, CLEANG PREPARATIONS, PERFUMES, COSMETICS

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<PAGE>

Original Electronically Transmitted to the Securities and Exchange Commission on
January 30, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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ECOLAB INC.
(Exact name of registrant as specified in its charter)

DELAWARE NO. 41-0231510
(State of incorporation) (I.R.S. Employer
Identification No.)

Ecolab Center Lawrence T. Bell
370 N. Wabasha Street Vice President-Law,
St. Paul, MN 55102 General Counsel and Assistant
(612) 293-2233 Secretary
(Address, including zip code, Ecolab Inc.
and telephone number, including Ecolab Center
area code, of registrant's 370 N. Wabasha Street
principal executive offices) St. Paul, MN 55102
(612) 293-2981
(Name, address, including zip code,
and telephone number, including
area code, of agent for service)

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Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box./X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering./ /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering./ /

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box./ /

CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be registered Registered(1) Per Share(2) Price(2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per share(3) 555,018 shares $27.3125 $15,158,929.13 $4,471.88
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</TABLE>

(1) Plus such indeterminate number of shares pursuant to Rule 416 as may be
issued in respect of stock splits, stock dividends and similar
transactions.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457, the offering price and registration fee are
computed on the basis of the average of the high and low prices per share
of the Registrant's Common Stock reported on the New York Stock Exchange
Composite Tape on January 26, 1998.
(3) Each share of Common Stock includes one-half share of an associated
preferred stock purchase right.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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<PAGE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED JANUARY 30, 1998

PROSPECTUS
ECOLAB INC.

555,018 SHARES OF COMMON STOCK

This Prospectus relates to the proposed sale of up to 555,018 shares (the
"Offered Shares") of the common stock, par value $1.00 per share (the "Common
Stock"), of Ecolab Inc. ("Ecolab" or the "Company") which may be offered for
sale from time to time by Barry Graceman and Sherman Gleekel (the "Selling
Stockholders"). See "Selling Stockholders." The Company will not receive any
proceeds from the sale of the Offered Shares.

The sale, transfer and/or distribution of the Offered Shares by the
Selling Stockholders, or by their pledgees, donees, transferees or other
successors in interest, may be effected from time to time through brokers,
agents, dealers or underwriters in one or more transactions (which may involve
crosses and principal trades, including block transactions), in special
offerings, negotiated transactions, exchange distributions or secondary
distributions, or in connection with short-sale transactions, or otherwise, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. In addition, any offered
shares that qualify for sale pursuant to Rule 144 under the Securities Act of
1933, as amended (the "Securities Act"), may be sold under Rule 144 rather than
pursuant to this Prospectus. To the extent required, the specific Offered
Shares to be sold, the name of the Selling Stockholders, the purchase price, the
public offering price, the name of any such brokers, agents, dealers or
underwriters, and any applicable commission or discount with respect to a
particular offer will be set forth in an accompanying Prospectus Supplement.
See "Plan of Distribution." The Common Stock is listed on the New York Stock
Exchange ("NYSE") and Pacific Exchange and traded under the symbol "ECL." On
January 26, 1998 the closing price of the Company's Common Stock as reported for
The New York Stock Exchange, Inc. Composite Transaction Reporting System was
$27.375 per share.

The purpose of this offering is to register 555,018 shares of Common
Stock issued by the Company in connection with that certain Asset Purchase
Agreement, dated December 8, 1997 (the "Asset Purchase Agreement"), among
Ecolab, Grace-Lee Products, Incorporated, a Minnesota corporation ("Grace-Lee"),
and each of the Selling Stockholders, as adjusted for the Company's two-for-one
stock split ("Stock Split") effected in the form of a 100% stock dividend,
payable on January 15, 1998 to the holders of record of shares of Common Stock
at the close of business on December 26, 1997.

Upon any sale of the Common Stock offered hereby, the Selling
Stockholders and participating agents, brokers and dealers may be deemed to be
underwriters as that term is defined in the Securities Act, and commissions or
discounts or any profit realized on the resale of such securities purchased by
them may be deemed to be underwriting commissions or discounts under the
Securities Act.

No underwriter is initially being utilized in connection with this
offering. The Company will pay all expenses incurred in connection with this
offering other than fees and expenses (including underwriting fees and selling
commissions) of the Selling Stockholders. See "Plan of Distribution."

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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The date of this Prospectus is _______________, 19___.

<PAGE>

AVAILABLE INFORMATION

Ecolab is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance
therewith, files periodic reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). The Company's
filings may be inspected and copied or obtained by mail upon payment of the
Commission's prescribed rates at the public reference facilities maintained by
the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and
at the regional offices of the Commission located at 7 World Trade Center, Suite
1300, New York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, and copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. The Commission maintains a web site that contains
reports, proxy and information statements and other information. The web site
address is http://www.sec.gov. The Common Stock, and the preferred stock
purchase rights attached thereto (the "Rights"), are listed on the NYSE and the
Pacific Exchange. The Company's reports, proxy statements and other filings
with the Commission are also available for inspection at the offices of the NYSE
located at 20 Broad Street, New York, New York 10005 and the offices of the
Pacific Exchange, Inc., located at 301 Pine Street, San Francisco, California
94104.

The Company has filed with the Commission a Registration Statement on a
Form S-3 under the Securities Act with respect to the Common Stock offered
hereby. This Prospectus does not contain all of the information set forth in
the Registration Statement and in the amendments, exhibits and schedules
thereto. For further information with respect to the Company and the Common
Stock, reference is made to the Registration Statement, and to the exhibits and
schedules filed therewith. All of these documents may be inspected without
charge at the Commission's principal office in Washington, D.C., and copies
thereof may be obtained from the Commission at the prescribed rates or may be
examined without charge at the public reference facilities of the Commission.
Any statements contained herein concerning the provisions of any document filed
as an exhibit to the Registration Statement or otherwise filed with the
Commission are not necessarily complete, and in each instance reference is made
to the copy of such document so filed. Each such statement shall be qualified
in its entirety by such reference.

INFORMATION INCORPORATED BY REFERENCE

The following documents previously filed by the Company with the
Commission pursuant to the Exchange Act (Commission File No. 1-9328) are
incorporated in and made a part of this Prospectus:

(i) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996;

(ii) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, June 30 and September 30, 1997; and

(iii) The Company's Current Reports on Form 8-K dated August 15, August
22, August 29, October 9, October 22, December 8 and December 15, 1997.

The description of the Common Stock, which is registered under Section 12
of the Exchange Act, is set forth under the caption "Description of Registrant's
Securities to be Registered" contained in the Company's Form 8-A/A dated
November 21, 1997, which constitutes Amendment No. 7 to the Company's
Registration Statement on Form 8-A dated November 17, 1986, and the description
of the Rights, which are registered under Section 12 of the Exchange Act, is set
forth under the caption"Description of Registrant's Securities to be Registered"
contained in the Company's Form 8-A/A dated December 18, 1997, which constitutes
Amendment No. 1 to the Company's Registration Statement on Form 8-A dated
February 27, 1996, and such descriptions are hereby incorporated herein by
reference. All documents which the Company files pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering described herein shall be deemed to
be incorporated by reference herein and to be a part hereof from the date of
filing of such reports and documents. Any statement contained in a document
incorporated by reference, or

<PAGE>

deemed to be incorporated by reference, shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed incorporated document or in
any accompanying prospectus supplement modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all
documents described above (other than exhibits thereto, unless such exhibits are
specifically incorporated by reference into the documents that this Prospectus
incorporates). Requests should be addressed to the Corporate Secretary, Ecolab
Inc., Ecolab Center, 370 N. Wabasha Street, St. Paul, Minnesota 55102 (telephone
(612) 293-2233).

THE COMPANY

The Company is engaged in the development and marketing of premium
products and services for the hospitality, institutional and industrial markets.
The Company provides cleaning, sanitizing, pest elimination and maintenance
products, systems and services primarily to hotels and restaurants, foodservice,
healthcare and educational facilities, quickservice (fast-food units),
commercial and institutional laundries, light industry, dairy plants and farms
and food and beverage processors. In addition, the Company and Henkel KGaA of
Dusseldorf, Germany, each have a 50% economic interest in a joint venture which
operates institutional and industrial cleaning and sanitizing businesses in
Europe.

The Company is a Delaware corporation with its principal executive
offices at Ecolab Center, 370 N. Wabasha Street, St. Paul, Minnesota 55102. The
Company's telephone number is (612) 293-2233.

RECENT DEVELOPMENTS

The acquisition by the Company of the Chemicals Business (as defined
below) of Grace-Lee ("Chemicals Business Acquisition") contemplated by the Asset
Purchase Agreement was consummated on December 22, 1997. Pursuant to the Asset
Purchase Agreement, 277,509 shares of Common Stock were issued to Grace-Lee on
December 22, 1997, and an additional 277,509 shares of Common Stock were issued
by the Company to Grace-Lee on January 15, 1998 in connection with the Stock
Split. These shares were subsequently transferred to the Selling Stockholders
pursuant to the Plan of Liquidation of Grace-Lee dated December 31, 1997 (the
"Grace-Lee Liquidation"). The principal activities of the business acquired by
the Company are the manufacture and distribution of cleaning chemicals and
related containers and dispensing equipment and supplies for industrial,
janitorial and institutional markets, including for use in the car and truck
washing industry (the "Chemicals Business").

USE OF PROCEEDS

The Company will not receive any proceeds from the sale of the Offered
Shares.

PLAN OF DISTRIBUTION

The Offered Shares may be sold from time to time by the Selling
Stockholders or by their pledgees, donees, transferees or other successors in
interest. The Offered Shares may be offered and sold directly to purchasers or
through underwriters, brokers, dealers or agents, who may receive compensation
in the form of underwriting discounts, concessions, or commissions from the
Selling Stockholders selling as principal and/or the purchasers of the Offered
Shares for whom they may act as agent. The Offered Shares may be sold from time
to time in one or more transactions (which may involve crosses and block
transactions) on the NYSE or the Pacific

<PAGE>

Exchange and any other stock exchanges on which the Offered Shares are admitted
for trading, pursuant to and in accordance with the rules of such exchanges, in
negotiated transactions or otherwise, at a fixed offering price, which may be
changed, at varying prices determined at the time of sale, or at negotiated
prices. The Selling Stockholders may effect such transactions by selling
Offered Shares to or through securities broker-dealers, and such broker-dealers
may receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholders and/or purchasers of Offered Shares
for whom such broker-dealers may act as agent or to whom they sell as principal,
or both (which compensation as to a particular broker-dealer might be in excess
of customary commissions).

If any broker-dealer purchases the Offered Shares as principal it may
effect resales of the Offered Shares from time to time to or through other
broker-dealers, and the other broker-dealers may receive compensation in the
form of concessions or commissions from the principals and/or the purchasers of
the Offered Shares for whom they may act as agents. The Selling Stockholders
and any underwriter, dealer or agent that participates in the distribution of
the Offered Shares may be deemed underwriters under the Securities Act, and any
profit on the sale of the Offered Shares by them and any discounts, commissions,
concessions or other compensation received by any such underwriters, dealers or
agents may be deemed to be underwriting discounts and commissions under the
Securities Act.

In addition, any Offered Shares that qualify for sale pursuant to Rule
144 under the Securities Act may be sold under Rule 144 rather than pursuant to
this Prospectus. The Selling Stockholders may, on an individual basis, from
time to time following the effective date of the Registration Statement of which
this Prospectus is a part, sell shares of Common Stock in short-sale
transactions (including, without limitation, selling short against the box) and
use some or all of the Offered Shares to cover such transactions.

At the time a particular offer of the Offered Shares is made, to the
extent required, a Prospectus Supplement will be distributed which will set
forth the number of shares of Common Stock being offered and the terms of the
offering, including the name or names of any underwriters, brokers, dealers or
agents (whether such party is acting as a principal or as agent for the Selling
Stockholders), any discounts, commissions, concessions and other items
constituting compensation from the Selling Stockholders and any discounts,
commissions or concessions allowed or re-allowed or paid to dealers.

The terms of the Asset Purchase Agreement provide for the Company to file
a shelf registration statement (the "Shelf Registration Statement") covering the
Offered Shares. The Registration Statement of which this Prospectus is a part
constitutes the Shelf Registration Statement. The Company has agreed to use its
reasonable efforts to cause the Shelf Registration Statement to become effective
and keep the Shelf Registration Statement effective until the earlier of (i)
such time as all of the Offered Shares have been disposed of or (ii) December
22, 1998. Under the terms of the Asset Purchase Agreement, the Selling
Stockholders have agreed to refrain from selling or offering to sell Offered
Shares with this Prospectus in certain circumstances.

To comply with securities laws of certain states, if applicable, the
Offered Shares will be sold in such states only through registered or licensed
brokers or dealers.

The Company will pay all of the expenses incident to the offering and
sale of the Offered Shares to the public other than the fees and expenses
(including underwriting fees and selling commissions) of the Selling
Stockholders.

SELLING STOCKHOLDERS

This Prospectus relates to shares of Common Stock that have been acquired
by the Selling Stockholders in connection with the Chemicals Business
Acquisition, the Company's Stock Split and the subsequent Grace-Lee Liquidation.
The Selling Stockholders may offer the Offered Shares with this Prospectus in
accordance with the terms of the Asset Purchase Agreement.

<PAGE>

The following table sets forth the name of each Selling Stockholder and
the number of shares of Common Stock acquired by each Selling Stockholder
pursuant to the Chemicals Business Acquisition, the Company's Stock Split and
the subsequent Grace-Lee Liquidation being registered hereby, some or all of
which shares may be sold pursuant to this Prospectus. The Selling Stockholders
do not beneficially own any other shares of Common Stock besides the Offered
Shares. There is no assurance that any of the Selling Stockholders will sell
any or all of the Shares offered by them hereunder.

Selling Stockholders Shares Covered
-------------------- by this Prospectus
------------------

Barry Graceman 278,420

Sherman Gleekel 276,598

Each of the Selling Stockholders has been a stockholder of Grace-Lee
during the three years prior to the consummation of the Chemicals Business
Acquisition. In addition, during this time, (i) Barry Graceman was the
President and Treasurer and a director of Grace-Lee; and (ii) Sherman Gleekel
was the Executive Vice President and Secretary and a director of Grace-Lee.
Barry Graceman is currently employed by the Company as Vehicle Care Division
Vice President-Sales.

LEGAL MATTERS

Certain legal matters regarding the validity of the shares of Common
Stock offered hereby will be passed upon for the Company by Kenneth A. Iverson,
Vice President and Secretary of the Company.

EXPERTS

The consolidated financial statements and related financial statement
schedule of the Company, which are included or incorporated by reference in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996, and
incorporated herein and in the Registration Statement by reference, have been
audited by Coopers & Lybrand L.L.P., independent accountants, for the periods
indicated in such firm's reports thereon. The consolidated financial statements
and financial statement schedule audited by Coopers & Lybrand L.L.P. have been
incorporated herein and in the Registration Statement by reference in reliance
on such firm's reports given upon their authority as experts in accounting and
auditing. To the extent that Coopers & Lybrand L.L.P. examines and reports on
the financial statements and financial statement schedules of the Company issued
at future dates, and consents to the use of their reports thereon, such
financial statements and financial statement schedules also will be incorporated
by reference in this Prospectus and the Registration Statement in reliance upon
their reports and said authority.

With respect to unaudited interim financial information incorporated
herein and in the Registration Statement by reference, Coopers & Lybrand L.L.P.
has reported that they have applied limited procedures in accordance with
professional standards for reviews on such information. However, their separate
reports, incorporated herein and in the Registration Statement by reference,
state that they did not audit and they do not express an opinion on that interim
financial information. Accordingly, the degree of reliance on their reports on
such information should be restricted in light of the limited nature of the
review procedures applied. The independent accountants are not subject to the
liability provisions of Section 11 of the Securities Act for their reports on
the unaudited interim financial information because each such report is not a
"report" or a "part" of the Registration Statement prepared or certified by the
independent accountants within the meanings of Sections 7 and 11 of the
Securities Act.

<PAGE>

In addition, the combined financial statements and financial statement
schedule of the Henkel-Ecolab Joint Venture, which are included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996, and
incorporated herein and in the Registration Statement by reference, have been
audited by KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftsprufungsgesellschaft, independent accountants for the period
indicated in such firm's reports thereon. The combined financial statements and
financial statement schedule audited by KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft Wirtschaftsprufungsgesellschaft have been incorporated herein
and in the Registration Statement by reference in reliance on such firm's
reports given upon their authority as experts in accounting and auditing. To
the extent that KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftsprufungsgesellschaft audits and reports on the financial statements
and financial statement schedule of the Henkel-Ecolab Joint Venture issued at
future dates, and consents to the use of their reports thereon, such financial
statements and financial statement schedule also will be incorporated by
reference in this Prospectus and the Registration Statement in reliance upon
their reports and said authority.

<PAGE>

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No dealer, salesman or other person has been authorized to give any information
or to make any representations not contained in, or incorporated by reference
in, this Prospectus in connection with the offering covered by this Prospectus.
If given or made, such information or representations must not be relied upon as
having been authorized. This Prospectus does not constitute an offer to sell or
the solicitation of an offer to buy any securities other than the securities
described in this Prospectus or an offer to sell or the solicitation of an offer
to buy the Common Stock in any jurisdiction where, or to any person to whom, it
is unlawful to make such offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create an
implication that there has not been any change in the facts set forth in this
Prospectus or in the affairs of the Company since the date hereof.

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TABLE OF CONTENTS

Page
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Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Information Incorporated by Reference. . . . . . . . . . . . . . . . . . . . .2
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Recent Developments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5

555,018 SHARES

COMMON STOCK

($1.00 Par Value)

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ECOLAB INC.

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________________________, 1998

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<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Registration fee . . . . . . . . . . . . . . . . . . . $4,471.88
---------------
Legal fees and expenses . . . . . . . . . . . . . . . . 2,000 *
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Accounting fees and expenses . . . . . . . . . . . . . 7,500 *
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Total . . . . . . . . . . . . . . . . . . . . . . . . . $13,971.88
---------------
---------------

*Estimated.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Subsection (a) of Section 145 of the General Corporation Law of Delaware
("DGCL") empowers a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation), by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful.

Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that such person acted in
any of the capacities set forth above, against expenses actually and reasonably
incurred by such person in connection with the defense or settlement of such
action or suit if such person acted under similar standards, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the Court of Chancery or the court in which such action
or suit was brought shall determine that, despite the adjudication of liability,
such person is fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.

Section 145 further provides that, to the extent a director or officer of
a corporation has been successful in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred in
connection therewith; that indemnification provided for by Section 145 shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; and that the scope of indemnification extends to directors, officers,
employees or agents of a constituent corporation absorbed in a consolidation or
merger and persons serving in that capacity at the request of the constituent
corporation for another. Section 145 also empowers the corporation to purchase
and maintain insurance on behalf of a director or officer of the corporation
against any liability asserted against or incurred by such person in any such
capacity or arising out of such person's status as such, whether or not the
corporation would have the power to indemnify such person against such
liabilities under Section 145, including liabilities under the Securities Act.

Article V of the Company's By-Laws provides for indemnification of the
Company's officers and directors to the full extent allowed by Delaware law.

In addition, Article IV of the Company's Restated Certificate of
Incorporation provides that the Company's directors do not have personal
liability to the Company or its stockholders for monetary damages

II-1

<PAGE>

for any breach of their fiduciary duty as directors, except (i) for a breach of
the duty of loyalty, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or knowing violation of the law, (iii) for
willful or negligent violations of certain provisions under the DGCL imposing
certain requirements with respect to stock repurchases, redemptions and
dividends, or (iv) for any transaction from which the director derived an
improper personal benefit. Subject to these exceptions, under Article IV,
directors do not have any personal liability to the Company or its stockholders
for any violation of their fiduciary duty.

The Company has directors and officers liability insurance which protects
each director or officer from certain claims and suits, including stockholder
derivative suits, even where the director may be determined to not be entitled
to indemnification under the DGCL and claims and suits arising under the
Securities Act. The policy may also afford coverage under circumstances where
the facts do not justify a finding that the director or officer acted in good
faith and in a manner that was in or not opposed to the best interests of the
Company.

The Company has entered into indemnification agreements with each of its
directors (the "Indemnification Agreements"). The Indemnification Agreements
provide for the prompt indemnification "to the fullest extent permitted by law"
and for the prompt advancement of expenses, including attorneys' fees and other
costs, expenses and obligations paid or incurred in connection with
investigating, defending, being a witness or participating in (including on
appeal) any threatened, pending or completed action, suit or proceeding related
to the fact that such director is or was a director, officer, employee, trustee,
agent or fiduciary of the Company or is or was serving at the request of the
Company as a director, officer, employee, trustee, agent or fiduciary of another
corporation, partnership, joint venture, employee benefit plan trust or other
enterprise, or by reason of anything done or not done by a director in any such
capacity. The Indemnification Agreements further provide that the Company has
the burden of proving that a director is not entitled to indemnification in any
particular case.

The foregoing represents a summary of the general effect of the DGCL, the
Company's By-Laws and Restated Certificate of Incorporation, the Company's
directors and officers liability insurance coverage and the Indemnification
Agreements for purposes of general description only.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

EXHIBIT DESCRIPTION OF EXHIBIT

4.1 Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit (3) to the Company's Current Report on Form 8-K
dated October 22, 1997 (File No. 1-9328)).
4.2 Bylaws of the Company, as amended through December 15, 1997.
4.3 Form of Common Stock Certificate (incorporated by reference to Exhibit
4(B) to the Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (File No. 1-9328)).
4.4 Rights Agreement, dated as of February 24, 1996, between the Company and
First Chicago Trust Company of New York, as Rights Agent (incorporated by
reference to Exhibit 4 to the Company's Current Report on form 8-K dated
February 24, 1996 (File No. 1-9328)).
5.1 Opinion and Consent of Kenneth A. Iverson (filed herewith
electronically).
15.1 Letter of Coopers & Lybrand L.L.P. regarding unaudited interim financial
information (filed herewith electronically).
23.1 Consent of Kenneth A. Iverson (included in Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P. (filed herewith electronically).
23.3 Consent of KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftsprufungsgesellschaft (filed herewith electronically).
24.1 Powers of attorney (filed herewith electronically).

II-2

<PAGE>

ITEM 17. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;

(iii) To include any material information with respect to the plan
of distrigbution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense

II-3

<PAGE>

of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

II-4

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of St. Paul, State of Minnesota.

Dated: January 30, 1998 ECOLAB INC.

By: /s/Allan L. Schuman
-----------------------------------------
Allan L. Schuman
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE

/s/Allan L. Schuman President and Chief Executive January 30, 1998
- ---------------------------- Officer (Principal Executive ----------------
Allan L. Schuman Officer and Director)

/s/Michael E. Shannon Chairman of the Board, Chief January 30, 1998
- ---------------------------- Financial and Administrative ----------------
Michael E. Shannon Officer (Principal Financial
Officer and Director)

/s/Arthur E. Henningsen, Jr. Senior Vice President and January 30, 1998
- ---------------------------- Controller (Principal ----------------
Arthur E. Henningsen, Jr. Accounting Officer)

/s/Kenneth A. Iverson Directors January 30, 1998
- ---------------------------- ----------------
Kenneth A. Iverson,
as attorney-in-fact for
Les S. Biller, Ruth S. Block,
James J. Howard, Joel W.
Johnson, Jerry W. Levin,
Richard L. Schall,
Roland Schulz, Philip L.
Smith, Hugo Uyterhoeven and
Albrecht Woeste

Director not signing: Reuben F. Richards

II-5

<PAGE>

EXHIBIT INDEX

ITEM DESCRIPTION METHOD OF FILING
NO. ------------ -----------------
- ---

4.1 Restated Certificate of Incorporated by reference to
Incorporation of the Exhibit (3) to the Company's
Company . . . . . . . . . Current Report on Form 8-K dated
October 22, 1997 (File No. 1-9328).

4.2 Bylaws of the Company, as
amended through December
15, 1997 . . . . . . . . . Filed herewith electronically.

4.3 Form of Common Stock Incorporated by reference to
Certificate. . . . . . . . Exhibit 4(B) to the Company's
Annual Report on Form 10-K for
the year ended December 31, 1995
(File No. 1-9328).

4.4 Rights Agreement, dated as
of February 24, 1996, Incorporated by reference to
between the Company and Exhibit 4 to the Company's
First Chicago Trust Current Report on Form 8-K dated
Company of New York, as February 24, 1996 (File No. 1-9328).
Rights Agent . . . . . . .

5.1 Opinion and Consent of
Kenneth A. Iverson . . . . Filed herewith electronically.

15.1 Letter of Coopers &
Lybrand L.L.P. regarding
unaudited interim
financial information . . Filed herewith electronically.

23.1 Consent of Kenneth A.
Iverson . . . . . . . . . Included in Exhibit 5.1

23.2 Consent of Coopers &
Lybrand L.L.P. . . . . . . Filed herewith electronically.

23.3 Consent of KPMG Deutsche
Treuhand-Gesellschaft
Aktiengesellschaft
Wirtschaftsprufungsgesells
chaft . . . . . . . . . . Filed herewith electronically.

24.1 Powers of Attorney . . . . Filed herewith electronically.

II-6

<PAGE>

BY-LAWS EXHIBIT 4.2
OF
ECOLAB INC.
(A DELAWARE CORPORATION)
AS AMENDED THROUGH DECEMBER 15, 1997

ARTICLE I

OFFICES

SECTION 1. REGISTERED OFFICE. The registered office of the Corporation in the
State of Delaware shall be at 1209 Orange Street, City of Wilmington, County of
New Castle, Delaware. The name of the resident agent in charge thereof shall be
The Corporation Trust Company.

SECTION 2. OTHER OFFICES. The Corporation may also have offices at such other
places, within or without the State of Delaware, as the Board of Directors may
from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1. PLACE OF MEETINGS. Meetings of stockholders may be held at such
place, within or without the State of Delaware, as the Board of Directors or the
officer calling the same shall designate.

SECTION 2. ANNUAL MEETING. An annual meeting of the stockholders of the
Corporation for the election of directors by written ballot and for the
transaction of such other business as may properly come before the meeting shall
be held at such time and on such day of each year as shall be designated by the
Board of Directors, the Chairman of the Board, the President or the Secretary.

SECTION 3. NOTICE OF STOCKHOLDER NOMINATIONS OF DIRECTORS. Only persons who
are nominated in accordance with the following procedures shall be eligible for
election as directors of the Corporation, except as may be otherwise provided in
the Restated Certificate of Incorporation of the Corporation. Nominations of
persons for election to the Board of Directors may be made at any annual meeting
of stockholders (a) by or at the direction of the Board of Directors (or any
duly authorized Committee thereof) or (b) by any stockholder of the Corporation
(i) who is a stockholder of record on the date of the giving of the notice
provided for in this Section 3 and on the record date for the determination of
stockholders entitled to vote at such annual meeting and (ii) who complies with
the notice procedures set forth in this Section 3.

In addition to any other applicable requirements, for a nomination to be
made by a stockholder, such stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation.

<PAGE>

To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than ninety (90) days nor more than one hundred thirty-five (135) days
prior to the anniversary date of the immediately preceding annual meeting of
stockholders; PROVIDED, HOWEVER, that in the event that the annual meeting is
called for a date that is not within thirty (30) days before or after such an
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day following
the day on which such notice of the date of the annual meeting was mailed or
public disclosure of the date of the annual meeting was made, whichever first
occurs. In no event shall the public disclosure of an adjournment of an annual
meeting commence a new time period for the giving of a stockholder's notice as
described above.

To be in proper written form, a stockholder's notice to the Secretary must
set forth (a) as to each person whom the stockholder proposes to nominate for
election as a director (i) the name, age, business address and residence address
of the person, (ii) the principal occupation or employment of the person, (iii)
the class or series and number of shares of capital stock of the Corporation
which are owned beneficially or of record by the person and (iv) any other
information relating to the person that would be required to be disclosed in a
proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder; and (b) as to the stockholder giving the
notice (i) the name and record address of such stockholder, (ii) the class or
series and number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, (iii) a description of all
arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by proxy at
the meeting to nominate the persons named in its notice and (v) any other
information relating to such stockholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder. Such notice
must be accompanied by a written consent of each proposed nominee to being named
as a nominee and to serve as a director if elected.

No person shall be eligible for election as a director of the Corporation
unless nominated in accordance with the procedures set forth in this Section 3.
If the Chairman of the meeting determines that a nomination was not made in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the nomination was defective and such defective nomination shall be
disregarded.

Notwithstanding anything in the third paragraph of this Section 3 to the
contrary, in the event that the number of directors to be elected to the Board
of Directors of the Corporation is increased and there is no public disclosure
by the Corporation naming all of the nominees for director or specifying the
size of the increased Board of Directors at least 100 days prior to the

- 2 -

<PAGE>

first anniversary of the preceding year's annual meeting, a stockholder's notice
required by this By-Law shall also be considered timely, but only with respect
to nominees for any new positions created by such increase, if it shall be
delivered to the Secretary at the principal executive offices of the Corporation
not later than the close of business on the 10th day following the day on which
such public disclosure is first made by the Corporation.

SECTION 4. NOTICE OF STOCKHOLDER PROPOSALS OF BUSINESS. No business may be
transacted at an annual meeting of stockholders, other than business that is
either (a) specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board of Directors (or any duly authorized
committee thereof), (b) otherwise properly brought before the annual meeting by
or at the direction of the Board of Directors (or any duly authorized committee
thereof) or (c) otherwise properly brought before the annual meeting by any
stockholder of the Corporation (i) who is a stockholder of record on the date of
the giving of the notice provided for in this Section 4 and on the record date
for the determination of stockholders entitled to vote at such annual meeting
and (ii) who complies with the notice procedures set forth in this Section 4.

In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.

To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than ninety (90) days nor more than one hundred thirty-five (135) days
prior to the anniversary date of the immediately preceding annual meeting of
stockholders; PROVIDED, HOWEVER, that in the event that the annual meeting is
called for a date that is not within thirty (30) days before or after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day following
the day on which such notice of the date of the annual meeting was mailed or
public disclosure of the date of the annual meeting was made, whichever first
occurs. In no event shall the public disclosure of an adjournment of an annual
meeting commence a new time period for the giving of a stockholder's notice as
described above.

To be in proper written form, a stockholder's notice to the Secretary must
set forth as to each matter such stockholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and record address of such stockholder, (iii) the class
or series and number of shares of capital stock of the Corporation which are
owned beneficially or of record by such stockholder, (iv) a description of all
arrangements or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such stockholder and any material interest of such stockholder in such
business and (v) a representation that such stockholder intends to appear in
person or by proxy at the annual meeting to bring such business before the
meeting.

- 3 -

<PAGE>

No business shall be conducted at the annual meeting of stockholders except
business brought before the annual meeting in accordance with the procedures set
forth in this Section 4; PROVIDED, HOWEVER, that, once business has been
properly brought before the annual meeting in accordance with such procedures,
nothing in this Section 4 shall be deemed to preclude discussion by any
stockholder of any such business. If the Chairman of an annual meeting
determines that business was not properly brought before the annual meeting in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.

SECTION 5. DEFINITION. For purposes of Sections 3 and 4 of these By-Laws,
"public disclosure" shall mean disclosure in a press release reported by the Dow
Jones News Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act."

SECTION 6. SPECIAL MEETINGS. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called at
any time by the Board of Directors or by the Chairman of the Board, and shall be
called by the Chairman of the Board, the President or the Secretary at the
written request of the majority of the Board of Directors or at the written
request of stockholders owning capital stock having eighty percent (80%) of the
voting power of the entire issued and outstanding capital stock of the
Corporation. Such request shall state the purpose or purposes of the proposed
meeting. No business shall be transacted at any special meeting of the
stockholders except that stated in the notice of the meeting.

SECTION 7. NOTICE OF MEETINGS. Written notice stating the place, date and hour
of each annual and special meeting of the stockholders and, in the case of a
special meeting, the purpose or purposes thereof, shall be given not less than
twenty (20) nor more than sixty (60) days before the date of such meeting to
each stockholder entitled to vote at such meeting. If mailed, notice shall be
deemed given when deposited in the United States mail, postage prepaid, directed
to the stockholder at such address as appears on the records of the Corporation.
Notice of any meeting of stockholders shall not be required to be given to any
stockholder who shall attend such meeting in person or by proxy and shall not,
at the beginning of such meeting, object to the transaction of any business
because the meeting is not lawfully called or convened, or who shall, either
before or after the meeting, submit a signed waiver of notice.

SECTION 8. QUORUM. At all meetings of the stockholders the holders of a
majority of the shares of stock of the Corporation issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall be
requisite to constitute a quorum for the transaction of business, except as
otherwise provided by statute or in the Restated Certificate of Incorporation.
In the absence of a quorum, the holders of a majority of the shares of stock
present in person or by proxy and entitled to vote may adjourn the meeting until
the requisite amount of stock shall be present.

SECTION 9. ORGANIZATION AND ORDER OF BUSINESS. At each meeting of the
stockholders, the Chairman of the Board, or in his absence the President, or in
his absence any other person selected by the Board of Directors, shall act as
Chairman of the meeting. The Secretary, or in his absence

- 4 -

<PAGE>

an Assistant Secretary, or any person appointed by the Chairman of the meeting,
shall act as Secretary of the meeting and keep the minutes thereof. The order
of business at all meetings of the stockholders shall be as determined by the
Chairman of the meeting.

SECTION 10. VOTING. Except as otherwise provided by statute or by the Restated
Certificate of Incorporation, at each meeting of the stockholders each
stockholder having the right to vote thereat shall be entitled to (i) one vote
for each share of common stock of the Corporation standing in his name on the
record of stockholders of the Corporation, and (ii) such voting rights, if any,
as are provided in the applicable Certificate of Designation, Preferences and
Rights with respect to any series of preferred stock of the Corporation standing
in his name on the record of stockholders of the Corporation, in all such
instances on the date fixed by the Board of Directors as the record date for the
determination of the stockholders who shall be entitled to notice of and vote at
such meeting; or if no record date shall have been fixed, then at the close of
business on the day next preceding the day on which notice thereof shall be
given. Each stockholder entitled to vote at any meeting of stockholders may
authorize another person or persons to act for him by a proxy signed by such
stockholder or his attorney-in-fact. No proxy shall be valid after the
expiration of three (3) years from the date thereof, unless otherwise provided
in the proxy. Except as otherwise provided by statute, these By-Laws or the
Restated Certificate of Incorporation, any corporate action to be taken by vote
of the stockholders shall be authorized by a majority of the total votes cast at
a meeting of stockholders by the holders of shares present in person or
represented by proxy and entitled to vote on such action. Unless required by
statute, or determined by the chairman of the meeting to be advisable, the vote
on any question other than elections need not be by written ballot. On a vote
by written ballot, each ballot shall be signed by the stockholder, his
attorney-in-fact, or his proxy if there be such proxy, and shall state the
stockholder's name and the number of shares voted.

SECTION 11. STOCKHOLDER LIST. The Secretary shall prepare and make, at least
ten (10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. This list shall also be produced and
kept at the time and place of the meeting during the whole time thereof, and may
be inspected by any stockholder who is present.

SECTION 12. INSPECTORS. The Board of Directors may, in advance of any meeting
of stockholders, appoint or provide for the appointment of one or more
inspectors to act at such meeting or any adjournments thereof. If the inspector
or inspectors shall not be appointed, or if any of them shall fail to appear or
act, the Chairman of the meeting may, and on the request of any stockholder
entitled to vote thereat shall, appoint one or more inspectors. Each inspector,
before entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. On request of the
Chairman of the meeting or any stockholder entitled to vote thereat, the
inspectors shall make a report in writing of any challenge, request or matter
determined by them and shall execute a

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<PAGE>

certificate of any fact found by them. No director or candidate for the office
of director shall act as inspector of any election of directors. Inspectors
need not be stockholders of the Corporation.

SECTION 13. ADJOURNED MEETINGS. A meeting of stockholders may be adjourned to
another time and to another place by either the chairman of the meeting or by
the stockholders and proxies present. When a meeting is adjourned to another
time or place, notice of such adjourned meeting need not be given if the time
and place to which the meeting shall be adjourned are announced at the meeting
at which the adjournment is taken. At the adjourned meeting, if a quorum is
present any business may be transacted which might have been transacted at the
original meeting. If the adjournment is for more than thirty (30) days or if
after the adjournment a new record date is fixed for the adjourned meeting,
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

SECTION 14. CONSENT OF STOCKHOLDERS. Unless otherwise provided in the Restated
Certificate of Incorporation, any action required or permitted to be taken at
any Annual or Special Meeting of Stockholders of the Corporation, may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.

ARTICLE III

BOARD OF DIRECTORS

SECTION 1. GENERAL POWERS. The business and affairs of the Corporation shall
be managed by or under the direction of the Board of Directors. The Board of
Directors may exercise all such authority and powers of the Corporation and do
all such lawful acts and things as are not by statute or the Restated
Certificate of Incorporation or these By-Laws directed or required to be
exercised or done by the stockholders.

SECTION 2. NUMBER AND ELECTION OF DIRECTORS. The number of directors of the
Corporation which shall constitute the entire Board of Directors shall be such
number as is fixed by the Board of Directors in accordance with the provisions
of the Restated Certificate of Incorporation. Directors shall be elected and
shall hold office in accordance with the provisions of the Restated Certificate
of Incorporation. Election of directors by the stockholders shall be by a
plurality of the votes cast. Directors need not be stockholders of the
Corporation.

SECTION 3. PLACE OF MEETING. The Board of Directors may hold meetings at such
place, within or without the State of Delaware, as the Board of Directors or the
officer calling the meeting may from time to time determine.

SECTION 4. ORGANIZATION MEETING. Promptly following the adjournment of the
annual meeting of the stockholders, and without other notice than this By-Law,
the newly constituted Board of

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<PAGE>

Directors shall meet for the purpose of organization, the election of officers,
and the transaction of other business, with power to adjourn and re-adjourn.

SECTION 5. MEETINGS. Regular meetings of the Board of Directors shall be held
at such time and place as the Board of Directors may from time to time
determine. Special meetings of the Board of Directors may be called by the
Chairman of the Board, the President or any two (2) or more Directors.

SECTION 6. NOTICE OF MEETINGS. Notice of regular meetings of the Board of
Directors need not be given except as otherwise required by statute or these
By-Laws. Notice of the place, date and time of the holding of each special
meeting of the Board of Directors, and the purpose or purposes thereof, shall be
delivered to each director either personally or by mail, telephone, telegraph,
cable, or similar means, three (3) days before the day on which such meeting is
to be held, or on such shorter notice as the person or persons calling such
meeting deem appropriate in the circumstances. Such notice shall be deemed to
be given at the time it is dispatched by depositing it in the United States mail
with postage prepaid, by transmission by telephone, telegraph or cable, or by
personal delivery. Notice of any such meeting need not be given to any director
who shall, either before or after the meeting, submit a signed waiver of notice
or who shall attend such meeting without protesting, prior to or at its
commencement, the lack of notice to him.

SECTION 7. QUORUM AND MANNER OF ACTING. Except as otherwise provided by
statute, the Restated Certificate of Incorporation or these By-Laws, at all
meetings of the Board of Directors a majority of the directors then in office
shall constitute a quorum for the transaction of business; provided, however,
that if by reason of catastrophe or emergency, a majority of the entire Board is
not available or capable of acting, one third (1/3) of the entire Board of
Directors, but in any event not less than two (2) directors, shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors.
The act of a majority of the directors present at any meeting at which there is
a quorum, as herein provided, shall be the act of the Board of Directors except
as may be otherwise specifically provided by statute, the Restated Certificate
of Incorporation or these By-Laws. In the absence of a quorum at any meeting of
the Board of Directors, a majority of the directors present thereat, or if no
director be present, the Secretary or an Assistant Secretary, may adjourn such
meeting to another time and place until the quorum is had. Notice of any
adjourned meeting need not be given. At any adjourned meeting at which a quorum
is present, any business may be transacted which might have been transacted at
the meeting as originally called.

SECTION 8. ORGANIZATION AND ORDER OF BUSINESS. At each meeting of the Board of
Directors, the Chairman of the Board, or in his absence the President, or in his
absence, a member of the Board of Directors selected by the directors in
attendance, shall act as Chairman of the meeting. The Secretary, or in his
absence, an Assistant Secretary, or any person appointed by the Chairman of the
meeting, shall act as Secretary of the meeting and keep the minutes thereof.
The order of business at all meetings of the directors shall be as determined by
the Chairman of the meeting.

SECTION 9. ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any meeting of the Board of Directors, or of any committee thereof, may
be taken without a meeting if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing,

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<PAGE>

and the writing or writings are filed with the minutes of the proceedings of the
Board of Directors or committee.

SECTION 10. CONFERENCE TELEPHONE. Members of the Board of Directors, or of any
committee thereof, may participate in a meeting of the Board of Directors or
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting in this manner shall constitute presence in
person at such meeting.

SECTION 11. COMMITTEES. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of three (3) or more of the directors of the Corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. Any
such committee, to the extent provided in the resolution of the Board of
Directors, shall have and may exercise all the powers of the Board of Directors
in the management of the business and affairs of the Corporation which the Board
of Directors may lawfully delegate, and may authorize the seal of the
Corporation to be affixed to all papers which may require it. Meetings of
committees may be called by the committee chairman, if any, or as provided in
Section 5 of this Article III. Notice of such meetings shall be given to each
member of the committee in the manner set forth in Section 6 of this Article
III. Notice of any such meeting need not be given to any committee member who
shall, either before or after the meeting, submit a signed waiver of notice or
who shall attend such meeting without protesting prior to or at its
commencement, the lack of notice to him. A notice or waiver of notice of any
regular or special meeting of any committee need not state the purposes of such
meeting. A majority of any committee may determine its action, unless the Board
of Directors shall otherwise provide. Each committee shall keep written minutes
of its formal proceedings and shall report such proceedings to the Board. All
such proceedings shall be subject to revision or alteration by the Board of
Directors; provided, however, that third parties shall not be prejudiced by such
revision or alteration. The Board of Directors shall have power at any time to
fill vacancies in, to change the membership, duties or authority of, or to
dissolve any such committee.

SECTION 12. RESIGNATIONS. Any director of the Corporation may resign at any
time by giving written notice of his resignation to the Board of Directors, the
Chairman of the Board, the President or the Secretary. Such resignation shall
take effect at the date of the receipt of such notice, or at any later time
specified therein; and unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.

SECTION 13. REMOVAL. Except as otherwise provided in the Restated Certificate
of Incorporation or in these By-Laws, any director may be removed at any time,
at a special meeting of the stockholders called and held for the purpose, but,
for so long as the Board of Directors is classified, only for cause, by the
affirmative vote of the holders of a majority of the shares then entitled to
vote at an election of directors; and the vacancy in the Board caused by any
such removal shall be filled as the Restated Certificate of Incorporation
provides.

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<PAGE>

SECTION 14. VACANCIES. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by a
majority of the directors then in office, in accordance with the Restated
Certificate of Incorporation.

SECTION 15. COMPENSATION. The Board of Directors shall have authority to fix
the compensation, including fees and reimbursement of expenses, of directors for
services to the Corporation in any capacity and no such payment shall preclude
any director from serving the Corporation in any other capacity and receiving
compensation therefor.

ARTICLE IV

OFFICERS

SECTION 1. NUMBER AND QUALIFICATION. The officers of the Corporation shall be
elected by the Board of Directors. The officers shall be a Chairman of the
Board, a President, one or more Vice Presidents, a Secretary, a Treasurer, and a
Controller. The Board of Directors may also elect a Vice Chairman of the Board,
and one or more Assistant Secretaries, Assistant Treasurers, and Assistant
Controllers, and the Board of Directors may designate any Vice President as an
Executive Vice President, a Senior Vice President or a Group Vice President.
The Board of Directors may also designate from such officers (i) a Chief
Executive Officer who shall have general supervision and authority over the
business and affairs of the Corporation subject to the control of the Board of
Directors, (ii) a Chief Operating Officer who shall have general supervision and
authority over the operations of the Corporation subject to the control of the
Chief Executive Officer, if that designation has been made, and subject to the
control of the Board of Directors, or (iii) both a Chief Executive Officer and a
Chief Operating Officer. The Chairman of the Board, the Vice Chairman of the
Board and the President shall be chosen from among the directors, but no other
officer need be a director. Any two or more offices may be held by the same
person.

SECTION 2. ELECTION AND TERM. The officers of the Corporation shall be chosen
annually by the Board of Directors at the first meeting of the Board of
Directors following the annual meeting of stockholders or as soon thereafter as
is conveniently possible. Officers may also be elected from time to time at any
other meeting of the Board of Directors to fill vacancies and otherwise. Each
officer, except such officers as may be appointed in accordance with the
provisions of Section 3 of this Article IV, shall continue in office until his
successor shall have been duly elected and qualified or until his earlier
resignation or removal.

SECTION 3. OTHER OFFICERS AND AGENTS. The Board of Directors or the Chairman
of the Board, or in his absence or disability, the President, may appoint such
other officers and agents, each of whom shall hold office for such period, have
such authority and perform such duties as are provided for in these By-Laws, or
as the Board of Directors or Chairman of the Board, or the President, may from
time to time determine.

SECTION 4. RESIGNATION. Any officer may resign at any time by giving written
notice to the Chairman of the Board, the President or the Secretary of the
Corporation. Such resignation shall take effect at the date of the receipt of
such notice, or at any later time specified therein; and,

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<PAGE>

unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

SECTION 5. REMOVAL. Any officer or agent may be removed, either with or
without cause, at any time by the vote of the majority of the whole Board of
Directors. Any subordinate officer or agent appointed in accordance with the
provisions of Section 3 of this Article IV may be removed, either with or
without cause, by a vote of the majority of the whole Board of Directors or,
except in the case of an officer or agent elected or appointed by the Board of
Directors, by the Chairman of the Board or the President.

SECTION 6. VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause may be filled for the unexpired
portion of the term in the manner prescribed in these By-Laws for the regular
election or appointment to such office.

SECTION 7. COMPENSATION. The compensation of the officers of the Corporation
shall be fixed from time to time by the Board of Directors or by such officers
or a committee of the Board of Directors to which the Board of Directors has
delegated such authority. An officer of the Corporation shall not be prevented
from receiving compensation by reason of the fact that he is also a director of
the Corporation, but any such officer who shall also be a director shall not
have any vote in the determination of the amount of compensation paid to him.

SECTION 8. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at
all meetings of the stockholders and of the Board of Directors. He shall
perform such duties with such authority as may be prescribed from time to time
by the Board of Directors.

SECTION 9. PRESIDENT. The President shall be responsible to the Chief
Executive Officer and shall perform such duties with such authority as may be
prescribed in these By-Laws and from time to time by the Board of Directors and
the Chief Executive Officer.

SECTION 10. VICE PRESIDENTS. Each Vice President shall have such powers and
shall perform such duties as shall from time to time be prescribed by the Board
and as shall from time to time be assigned to him by the Chairman of the Board
or the President.

SECTION 11. SECRETARY. The Secretary shall give or cause to be given all
required notices of meetings of stockholders and of the Board of Directors,
shall record all of the proceedings and act as custodian of the minutes of all
such meetings, shall have charge of the corporate seal and the corporate minute
books, and shall make such reports and perform such other duties as may be
assigned from time to time by the Board of Directors, the Chairman of the Board,
or the President. The Secretary shall keep in safe custody the seal of the
Corporation and the Secretary or any Assistant Secretary shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by the signature of the Secretary or any Assistant Secretary. The
Assistant Secretaries, or any of them, shall perform such of the duties of the
Secretary as may from time to time be assigned to them by the Board of
Directors, the Chairman of the Board, the President, or the Secretary, and in
the absence of the Secretary or in the event of his disability or refusal to
act, shall perform the duties of the Secretary, and when so acting shall have
all the powers of and be subject to all the restrictions upon the Secretary.

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<PAGE>

SECTION 12. TREASURER. The Treasurer shall have custody of all moneys and
securities of the Corporation, shall have responsibility for disbursement of the
funds of the Corporation, shall make payment of the just demands on the
Corporation, shall invest surplus cash of the Corporation and manage its
investment portfolio under the direction of the Board of Directors, and shall
render to the Board of Directors an account of all transactions of the
Corporation and of the financial condition of the Corporation as may be required
of him. The Treasurer shall also perform such other duties as may be assigned
to him from time to time by the Board of Directors, the Chairman of the Board,
the President or by the Chief Financial Officer. The Assistant Treasurers, or
any of them, shall perform such of the duties of the Treasurer as may from time
to time be assigned to them by the Board of Directors, the Chairman of the
Board, the President, the Chief Financial Officer, or the Treasurer, and in the
absence of the Treasurer or in the event of his disability or refusal to act,
shall perform the duties of the Treasurer, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Treasurer.

SECTION 13. CONTROLLER. The Controller shall provide and maintain a system of
accounts and accounting records of the Corporation, shall provide and administer
a system of internal financial controls, and shall present such financial
statements to the Board of Directors as may be required. The Controller shall
also perform such other duties as may from time to time be assigned to him by
the Board of Directors, the Chairman of the Board, the President or by the Chief
Financial Officer. The Assistant Controllers, or any of them, shall perform
such of the duties of the Controller as may from time to time be assigned to
them by the Board of Directors, the Chairman of the Board, the President, the
Chief Financial Officer, or the Controller, and in the absence of the Controller
or in the event of his disability or refusal to act, shall perform the duties of
the Controller, and when so acting shall have all the powers of and be subject
to all the restrictions upon the Controller.

ARTICLE V

INDEMNIFICATION

SECTION 1. RIGHT TO INDEMNIFICATION. Every person who was or is a party or is
threatened to be made a party to or is involved in any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or officer of
the Corporation or, while a director or officer of the Corporation, is or was
serving at the request of the Corporation or for its benefit as a director,
officer, employee or agent of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise, including any employee
benefit plan, shall be indemnified and held harmless by the Corporation to the
fullest extent legally permissible under the General Corporation Law of the
State of Delaware in the manner prescribed therein, from time to time, against
all expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection therewith.
Similar indemnification may be provided by the Corporation to an employee or
agent of the Corporation who was or is a party or is threatened to be made a
party to or is involved in any such threatened, pending or completed action,
suit or proceeding, by reason of the fact that he is or was an employee or agent
of the Corporation or is or was serving at the request of the Corporation or for
its benefit as a director, officer, employee, or

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<PAGE>

agent of another corporation or as its representative in a partnership, joint
venture, trust or other enterprise, including any employee benefit plan.

SECTION 2. OTHER INDEMNIFICATION. The rights of indemnification conferred by
this Article shall not be exclusive of any other rights which such directors,
officers, employees or agents may have or hereafter acquire and, without
limiting the generality of such statement, they shall be entitled to their
respective rights of indemnification under any by-law, agreement, vote of
stockholders, provision of law or otherwise, as well as their rights under this
Article.

ARTICLE VI

SHARES AND THEIR TRANSFER

SECTION 1. STOCK CERTIFICATES. Each holder of stock in the Corporation shall
be entitled to have a numbered certificate in such form as shall be approved by
the Board of Directors, certifying the number of shares owned by him and signed
in the name of the Corporation by the Chairman of the Board or the President or
a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary, and sealed with the seal of the Corporation (which
seal may be a facsimile, engraved or printed). Any or all the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent, or registrar at the date
of issue.

SECTION 2. TRANSFER OF STOCK. Transfers of shares of stock of the Corporation
shall be made on the stock records of the Corporation only upon authorization by
the registered holder thereof, or by his attorney thereunto authorized by power
of attorney duly executed and filed with the Secretary or with a transfer agent
or transfer clerk, and on surrender of the certificate or certificates for such
shares properly endorsed or accompanied by a duly executed stock transfer power
with reasonable assurances given that such endorsement is genuine and that all
taxes thereon have been paid. Except as otherwise provided by law, the
Corporation shall be entitled to recognize the exclusive right of a person in
whose name any share or shares stand on the record of stockholders as the owner
of such share or shares for all purposes, including, without limitation, the
rights to receive dividends or other distributions, and to vote as such owner,
and the Corporation may hold any such stockholder or record liable for calls and
assessments, and the Corporation shall not be bound to recognize any equitable
or legal claim to or interest in any such share or shares on the part of any
other person whether or not it shall have express or other notice thereof.

SECTION 3. LOST CERTIFICATES. The Corporation may issue a new certificate of
stock in the place of any certificate theretofore issued by it, alleged to have
been lost, stolen or destroyed, or which shall have been mutilated, and the
Board of Directors may, in its discretion, require the owner of the lost,
stolen, destroyed or mutilated certificate, or his legal representative, to give
the Corporation a bond, limited or unlimited, in such sum and in such form and
with such surety or sureties as the Board of Directors in its absolute
discretion shall determine is sufficient to indemnify the Corporation against
any claim that may be made against it on account of the alleged

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<PAGE>

loss, theft, destruction or mutilation of any such certificate, or the issuance
of a new certificate. Anything herein to the contrary notwithstanding, the
Board of Directors in its absolute discretion may refuse to issue any such new
certificate except pursuant to legal proceedings under the laws of the State of
Delaware.

SECTION 4. RULES AND REGULATIONS. The Board of Directors may make such
additional rules and regulations, not inconsistent with these By-Laws, the
Restated Certificate of Incorporation or the laws of the State of Delaware, as
it may deem expedient concerning the issuance, transfer and registration of
certificates for shares of stock of the Corporation. The Board of Directors may
appoint, or authorize any officer or officers of the Corporation to appoint, one
or more independent transfer agents and one or more independent registrars, and
may require all certificates for shares of stock to bear the signature or
signatures of any of them.

SECTION 5. RECORD DATE. In order to determine the stockholders entitled to
notice and to vote at any meeting of stockholders or adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled
to receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a record date, which shall not be less than ten
(10) nor more than sixty (60) days before the date of such meeting, nor more
than sixty (60) days prior to any other action. A determination of stockholders
of record entitled to notice of and to vote at a meeting of stockholders shall
apply to any adjournment of the meeting unless the Board of Directors shall
elect to fix a record date for the adjourned meeting.

ARTICLE VII

GENERAL PROVISIONS

SECTION 1. CONTRACTS AND OTHER INSTRUMENTS. The Chairman of the Board, the
Vice Chairman of the Board, the President, the Chief Operating Officer, the
Chief Financial Officer and any Senior Vice President may enter into any
contract or execute and deliver any instrument in the name of the Corporation
and on behalf of the Corporation except as in these By-Laws or by resolution
otherwise provided. The Board of Directors, except as in these By-Laws
otherwise provided, may authorize any other officer or officers, agent or agents
of the Corporation, to enter into any contract or execute and deliver any
instrument in the name of the Corporation and on behalf of the Corporation, and
such authority may be general or confined to specific instances, and unless so
authorized by the Board of Directors, no such other officer, agent or employee
shall have any power or authority to bind the Corporation by any contract or
engagement or to pledge its credit or to render it liable pecuniarily for any
purpose or to any amount.

SECTION 2. LOANS. No loans shall be contracted on behalf of the Corporation
and no negotiable paper shall be issued in its name unless, and on such terms as
shall be, authorized by the Board of Directors.

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<PAGE>

SECTION 3. DISBURSEMENTS. All checks, drafts, demands for money, notes or
other evidences of indebtedness of the Corporation shall be signed by such
officer or officers or such other person or persons as may from time to time be
designated by the Board of Directors or by any officer or officers or person or
persons authorized by the Board of Directors to make such designations.
Facsimile signatures may be authorized in any such case where authorized by the
Board of Directors.

SECTION 4. DEPOSITS. All funds of the Corporation not otherwise employed shall
be deposited from time to time to the credit of the Corporation under such
conditions and in such banks or other depositories as the Board of Directors may
designate, or as may be designated by any officer or officers, agent or agents
of the Corporation to whom such power of designation may from time to time be
delegated by the Board of Directors. For the purpose of deposit and for the
purpose of collection for the account of the Corporation, checks, drafts, and
other orders for the payment of money which are payable to the order of the
Corporation may be endorsed, assigned and delivered by any officer or agent of
the Corporation as the Board of Directors may determine by resolution.

SECTION 5. VOTING SECURITIES OF OTHER CORPORATIONS. Unless otherwise ordered
by the Board of Directors, the Chairman of the Board, the President or any
person either may designate, shall have full power and authority on behalf of
the Corporation, in person or by proxy, to attend and to act and to vote at any
meeting of the security holders of any other corporation in which this
Corporation may hold securities, and at any such meeting he or his proxy shall
possess and may exercise any and all rights and powers incident to the ownership
of such securities and which as the owner thereof the Corporation might have
possessed and exercised if present. The Board of Directors, by resolution from
time to time, may confer like powers upon any other person or persons.

SECTION 6. CORPORATE SEAL. The Board of Directors shall provide a corporate
seal, which shall be in the form of a circle, and which shall bear the words and
figures:

ECOLAB INC.
CORPORATE SEAL
1924
DELAWARE

SECTION 7. FISCAL YEAR. The fiscal year of the Corporation shall be as
determined by the Board of Directors.

SECTION 8. GENDER. Whenever used in these By-Laws, words in the masculine
gender shall include the feminine gender.

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ARTICLE VIII

AMENDMENTS

Except as otherwise provided in the Restated Certificate of Incorporation or
these By-Laws, the Board of Directors may from time to time, by vote of a
majority of its members, alter, amend or rescind all or any of these By-Laws as
permitted, by law, subject to the power of the stockholders to change or repeal
such By-Laws.

<PAGE>

Exhibit 5.1

January 30, 1998

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street NW
Washington, DC 20549

Re: ECOLAB INC. REGISTRATION STATEMENT ON FORM S-3

Gentlemen:

I am Vice President and Secretary of Ecolab Inc. (the "Company"). In that
capacity, I have acted as counsel to the Company in connection with the above
referenced Registration Statement on Form S-3 ("Registration Statement"). The
Registration Statement relates to the registration under the Securities Act of
1933, as amended (the "Act"), of up to 555,018 shares of the Company's currently
issued and outstanding Common Stock, $1.00 par value ("Shares") to be sold by
the Selling Stockholders as defined in the Registration Statement. Each of such
Shares includes one-half of an associated Preferred Stock Purchase Right
("Right").

This opinion is delivered in accordance with the requirements of Item 601(b)(5)
of Regulation S-K under the Act.

I have examined (i) the proposed Registration Statement on Form S-3, (ii) the
Rights Agreement between the Company and First Chicago Trust Company of New York
dated as of February 24, 1996 ("Rights Agreement"), (iii) the Asset Purchase
Agreement as defined in the Registration Statement, (iv) certain resolutions of
the Company's Board of Directors relating to the Asset Purchase Agreement and to
the issuance and sale and resale of the Shares and such other documents,
corporate records and instruments and such laws and regulations as I have
considered relevant for the purpose of this opinion. In such examination, I
have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to me as originals, the
conformity to original documents of all documents submitted to me as certified
or photostatic copies and the authenticity of the originals of such latter
documents. Based upon the foregoing, I am of the opinion that the Shares
covered by the Registration Statement will be legally issued, fully paid and
non-assessable when sold pursuant to the Registration Statement and that
one-half of a Right will adhere to each Share.

<PAGE>

Securities and Exchange Commission
January 30, 1998
Page 2

I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to its use as part of the Registration Statement and
to the reference to me under the caption "Legal Matters" in the Registration
Statement.

Very truly yours,

/s/Kenneth A. Iverson
KAI/dfd

<PAGE>

Exhibit 15.1

Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549

We are aware that our reports dated April 21, 1997, July 22, 1997 and
October 21, 1997 on our reviews of unaudited interim financial information of
Ecolab Inc. for the periods ended March 31, 1997 and 1996, June 30, 1997 and
1996, and September 30, 1997 and 1996, and included in the Company's
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997, June 30,
1997 and September 30, 1997, respectively, are incorporated by reference in
this registration statement. Pursuant to Rule 436(c) under the Securities
Act of 1933, these reports should not be considered a part of the
registration statement prepared or certified by us within the meaning of
Sections 7 and 11 of that Act.

/s/Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.

Saint Paul, Minnesota
January 30, 1998

<PAGE>

Exhibit 23.2

CONSENT OF COOPERS & LYBRAND L.L.P.

We consent to the incorporation by reference in this Registration Statement of
Ecolab Inc. on Form S-3 of our reports dated February 24, 1997, on our audits of
the consolidated financial statements and related financial statement schedule
of Ecolab Inc. as of December 31, 1996, 1995 and 1994 and for the years ended
December 31, 1996, 1995 and 1994, which reports are included or incorporated by
reference in Ecolab Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1996. We also consent to the references to our firm under the
caption "Experts."

/s/Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.

Saint Paul, Minnesota
January 30, 1998

<PAGE>

Exhibit 23.3

CONSENT OF KPMG DEUTSCHE TREUHAND-GESELLSCHAFT
AKTIENGESELLSCHAFT WIRTSCHAFTSPRUFUNGSGESELLSCHAFT

We consent to the incorporation by reference in this Registration Statement on
Form S-3 of our report dated January 22, 1997, on our audit of the combined
financial statements and schedule of the Henkel-Ecolab Joint-Venture as of
November 30, 1996, 1995 and 1994 and for the periods beginning December 1, 1995,
1994 and 1993 and ended November 30, 1996, 1995 and 1994, which report is
included in Ecolab Inc.'s Annual Report on Form 10-K for the year ended December
31, 1996. We also consent to the reference to our firm under the caption
"Experts."

Dusseldorf, Germany

January 30, 1998

KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft

/s/Stefan Haas /s/Bernhard Momken
Stefan Haas Bernhard Momken
Wirtschaftsprufer Wirtschaftsprufer

<PAGE>

EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, That the undersigned, a Director of Ecolab
Inc., a Delaware corporation, does hereby make, nominate and appoint ALLAN L.
SCHUMAN, MICHAEL E. SHANNON and KENNETH A. IVERSON, and each of them, to be my
attorney-in-fact, with full power and authority to sign his name to a
Registration Statement on Form S-3 relating to the registration under the
Securities Act of 1933 of not more than 616,686 shares of Ecolab Common Stock,
par value $1 per share, and Preferred Stock Purchase Rights associated with the
Common Stock, and any and all amendments thereto, provided that the Registration
Statement and any amendments thereto, in final form, be approved by said
attorney-in-fact; and his name, when thus signed, shall have the same force and
effect as though I had manually signed said document or documents.

IN WITNESS WHEREOF, I have hereunto affixed my signature this 13th day of
January, 1998.

/s/Les S. Biller
-------------------------------------
Les S. Biller

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunto affixed my signature this 13th day of
January, 1998.

/s/Ruth Block
-------------------------------------
Ruth S. Block

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunto affixed my signature this 13th day of
January, 1998.

/s/James J. Howard
-------------------------------------
James J. Howard

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunto affixed my signature this 13th day of
January, 1998.

/s/Joel W. Johnson
-------------------------------------
Joel W. Johnson

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunto affixed my signature this 14th day of
January, 1998.

/s/Jerry W. Levin
-------------------------------------
Jerry W. Levin

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunto affixed my signature this 13th day of
January, 1998.

/s/Richard L. Schall
-------------------------------------
Richard L. Schall

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunto affixed my signature this 16th day of
January, 1998.

/s/Roland Schulz
-------------------------------------
Roland Schulz

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunto affixed my signature this 13th day of
January, 1998.

/s/Philip L. Smith
-------------------------------------
Philip L. Smith

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunto affixed my signature this 21st day of
January, 1998.

/s/Hugo Uyterhoeven
-------------------------------------
Hugo Uyterhoeven

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunto affixed my signature this 19th day of
January, 1998.

/s/Albrecht Woeste
-------------------------------------
Albrecht Woeste