SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

December 18, 2006

via U.S. mail and facsimile

Mr. Steven L. Fritze
Executive Vice President and Chief Financial Officer
Ecolab Inc.
370 Wabasha Street North
St. Paul, MN  55102

RE: Ecolab Inc.
Form 10-K for Fiscal Year Ended December 31, 2005
  Filed February 28, 2006
  File No. 001-09328

Dear Mr. Fritze:

  We have reviewed the financial stat ements and Management’s Discussion and
Analysis in your filing and have the follo wing comments.  If you disagree with a
comment, we will consider your explanation as to why our comment is inapplicable or a
revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some
of our comments, we may ask you to provide us with supplemental information so we
may better understand your disclosure.  After reviewing this inform ation, we may or may
not raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Segment Disclosure

1. We note that you currently disclose three reportable segments; United States Cleaning & Sanitizing segment, United States Other Services segment, and
International segment.  In consideration that sales in your United States Cleaning and Sanitizing segment represented 43% of  your total consolidated net sales for
both December 31, 2005 and December 31, 2004, we note the following:
• You indicate that your United States Cleaning & Sanitizing segment is
comprised of eight divisions.

Mr. Steven L. Fritze
Ecolab Inc.
December 18, 2006 Page 2
• We note your disclosure on page 3 that you provide products and services to a
variety of different types of customer s that are hotels and restaurants,
healthcare and educational facilities , quick-service units, grocery stores,
commercial and institutional laundries, light  industry, dairy plants and farms,
food and beverage processors, pharmaceu tical and cosmetics facilities and
vehicle wash industry.
• Your sales growth information presen ted on page 25 indicates significant
differences in net sales from the prior year in each of the eight businesses
compared to each other that you have aggregated into your United States Cleaning & Sanitizing segment.
• You further disclose on page 25 that you experienced various sales growth
among the eight businesses.  For ex ample, you disclose you experienced
double digit growth in your Kay, H ealthcare and Vehicle divisions, good
growth in your Institutional and Food & Beverage divisions, and Professional
Products sales were flat.

  We further note that sales in your In ternational segment represented 49% and
51% of your total consolidated net sa les for the years ended December 31, 2005
and December 31, 2004, respectively.  We also note that your International
segment serves a number of markets for which we would expect economic performance to differ.  Specifi cally, we note the following:
• On page 6, you disclose that your larges t international operations are located
in Europe, Asia Pacific, Latin Ameri ca, and Canada, with smaller operations
in Africa and the Middle East.
• Your disclosure on page 6 indicate s that you customize your products and
services to meet unique local requirements.
• You disclose your sales growth inform ation on page 25 that demonstrates a
decrease in sales growth in Europe, si milar growth between Asia Pacific and
Canada, and significant growth in Latin America.
• Your operating segment performance di scussion on page 26 that discloses
your sales in Europe have been aff ected by an overall weak economy in
Europe, sales in Asia Pacific were driven primarily by growth in East Asia, and you experienced double-digit sale s growth in Latin America.
• There are several executive vice presiden ts that manage various international
regions based on your disclosures on page 11.

  We note that you have aggregated Pest  Elimination and GCS Service into your
United States Other Services segment.  Y ou disclose on page 48 of Exhibit 13 that
your pest elimination business in the United States is a part of your United States
Other Services segment, while your Intern ational pest elimin ation business is a
part of your International segment.  We  further note you disclose in Note 2 on
page 36 that GCS Service is currently reporting losses.

Mr. Steven L. Fritze
Ecolab Inc.
December 18, 2006 Page 3
  In light of these disclosures, it is un clear to us how you have determined that you
have three reportable segments.  Please  identify for us your operating segments
pursuant to paragraph 10 of  SFAS 131.  As part of your  response, please identify
your chief operating decision maker and provi de us with copies of the relevant
financial reports reviewed by your ch ief operating decision maker.

 Please also tell us in detail how you dete rmined that your operating segments met
each of the criteria in paragraph 17 of SFAS 131 for aggregation.  To the extent
you are aggregating operating segments because you believe your segments are economically similar, please provide us with  an analysis that includes historical
revenues, gross profits, gross profit ma rgins, operating profits, and operating
profit margins, along with any other information you believe would be useful for each of your operating segments to help us understand how these operations are economically similar.  Please also addre ss any differences in the trends these
financial indicators depict (e.g. if operating income is decreasing for one operation and increasing for another).

Item 1A. Risk Factors, page 14

2. We note that you have provided the risks and uncertainties that may affect your
operating results and business performance.  In future filings, please expand this
section of your filing to provide a di scussion of each of these risks and
uncertainties.  Refer to Item 1A of Form 10-K and Item 503(c) of Regulation S-K.

Consolidated Statement of Income, page 31

3. We note the following disclosure s regarding your business:
• Your disclosures on page 3 under Business states that you develop and market premium products and services for the hos pitality, foodservice, healthcare and
industrial markets.
• On page 3, you disclose that your United States Cleaning and Sanitizing
segment is comprised of eight division s which provide cleaning and sanitizing
services to United States markets.
• You disclose on page 5 that your pest elimination division provides services
for the detection, elimination and prevention of pests and GCS Service
provides commercial equipment repair services and installed parts.
•  On page 6, your disclosures indicate  that you customize your products and
services to meet unique local requirements.

  In future filings, please breakout your net sales and revenues from services
separately and the related cost of goods sold from cost of services.  Refer to paragraphs (b)1-2 of Item 5-03 of Regulation S-X.

Mr. Steven L. Fritze
Ecolab Inc.
December 18, 2006 Page 4
16. Quarterly Financial Data, page 50

4. We note that your 4th quarter operating results for both 2005 and 2004 have been
unusually low relative to your second and third quarter result s.  Your current
disclosures are unclear as to why this has occurred.  Please explain to us and
include a discussion in your MD&A in future filings why consolidated gross
margins and your United States Cleaning and Sanitizing segment operating margins are lowest in the 4
th quarter.  Refer to paragraph 31 of APB 28.

*    *    *    *

  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your response to our comments and provide any requested supplemental
information.  Detailed letters greatly f acilitate our review.  Please submit your
supplemental response on EDGAR as a corres pondence file.  Pleas e understand that we
may have additional comments after reviewing your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

Mr. Steven L. Fritze
Ecolab Inc.
December 18, 2006 Page 5
If you have any questions regarding these comments, please direct them to Ryan
Rohn, Staff Accountant, at ( 202) 551-3739 or, in his abse nce, to Al Pavot, Staff
Accountant, at (202) 551-3738, or to the undersigne d at (202) 551-3689.

       S i n c e r e l y ,

       John Hartz
       Senior Assistant Chief Accountant