FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * LEVIN JERRY W   2. Issuer Name and Ticker or Trading Symbol ECOLAB INC [ECL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) J. W. LEVIN PARTNERS, LLC, 9 WEST 57TH STREET, 26TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 05/02/2013 (Street) NEW YORK, NY 10019 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/03/2013   S   5,421 D $ 84.907 (1) 28,286.19 D   Common Stock 05/03/2013   M   6,700 A $ 29.29 34,986.19 D   Common Stock 05/03/2013   F(2)   2,303 D $ 85.205 32,683.19 D   Common Stock 05/03/2013   M   5,600 A $ 32.57 38,283.19 D   Common Stock 05/03/2013   F(2)   2,140 D $ 85.205 36,143.19 D   Common Stock 05/03/2013   M   5,086 A $ 31.945 41,229.19 D   Common Stock 05/03/2013   F(2)   1,906 D $ 85.205 39,323.19 D   Common Stock 05/03/2013   M   4,800 A $ 37.905 44,123.19 D   Common Stock 05/03/2013   F(2)   2,135 D $ 85.205 41,988.19 D   Common Stock 05/03/2013   M   4,300 A $ 42.905 46,288.19 D   Common Stock 05/03/2013   F(2)   2,165 D $ 85.205 44,123.19 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$ 84.265

05/02/2013

A

3,200

08/02/2013(3)

05/02/2023

Common Stock

3,200

$ 0

3,200

D

Stock Option (Right to Buy)

$ 29.29

05/03/2013

M

6,700

05/07/2004

05/07/2014

Common Stock

6,700

$ 0

0

D

Stock Option (Right to Buy)

$ 32.57

05/03/2013

M

5,600

05/06/2005

05/06/2015

Common Stock

5,600

$ 0

0

D

Stock Option (Right to Buy)

$ 31.945

05/03/2013

M

5,086

08/30/2005

05/07/2014

Common Stock

5,086

$ 0

0

D

Stock Option (Right to Buy)

$ 37.905

05/03/2013

M

4,800

05/12/2006

05/12/2016

Common Stock

4,800

$ 0

0

D

Stock Option (Right to Buy)

$ 42.905

05/03/2013

M

4,300

05/04/2007

05/04/2017

Common Stock

4,300

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LEVIN JERRY W J. W. LEVIN PARTNERS, LLC 9 WEST 57TH STREET, 26TH FLOOR NEW YORK, NY 10019	X

Signatures

/s/David F. Duvick, Attorney-in-Fact for Jerry Levin		05/06/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This transaction was executed in multiple trades at prices ranging from $84.90 to $84.95. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(2)	Reflects the reporting person's payment of the exercise price for a stock option issued in accordance with Rule 16b-3 by delivering or withholding shares of Ecolab common stock.
(3)	The option will become exercisable, on a cumulative basis, as to 25% of the option shares (excluding any fractional portion less than one share), on the last day of each of the first, second and third three-month periods following its date of grant and as to the remaining shares on the last day of the fourth three-month period following its date of grant; provided, however, that if a Change in Control of the Company (as that term is defined in the Ecolab Inc. 2001 Non-Employee Director Stock Option and Deferred Compensation Plan) will occur, then the option will become immediately exercisable in full.

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