SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

November 26, 2007

via U.S. mail and facsimile

Mr. Steven L. Fritze  Executive Vice President and Chief Financial Officer
Ecolab Inc.
370 Wabasha Street N.
St. Paul, MN  55102
RE: Ecolab Inc.
Form 10-K for Fiscal Year Ended December 31, 2006
  Filed February 28, 2007    Form 10-Q for the Quarterly Period ended September 30, 2007   Filed November 2, 2007
File No. 001-09328
 Dear Mr. Fritze:    We have limited our review of your filings  to the issue we have addressed in our
comment.  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 information, 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 filing.  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.

Form 10-Q for the Quarterly P eriod ended September 30, 2007

2. Special Charges, page 8

1. We note your $27.4 million charge for an arbitration settlement related to two
California class action lawsuits involving wage/hour claims affecting former and
current Pest Elimination employees duri ng the third quarter of fiscal year 2007,
which is 16% and 6% of operating income for the three months and nine months

Mr. Steven L. Fritze
Ecolab Inc.
November 26, 2007 Page 2
ended September 30, 2007, respectively.  We further note the following related to
your loss contingency disclosures for this item and in general:

• You did not provide specific, forewarning disclosures for these matters in any
prior filing, including your Form 10-K fo r the fiscal year ended December 31,
2006, until your Form 8-K filed on October 22, 2007.
• You did not provide any loss contingenc y disclosures, either specific or
general, in your Forms 10-Q for the fiscal quarters ended March 31, 2007, and
June 30, 2007.
• In Part II, Item 1 of your Form 10-Q for the fiscal quarter ended June 30,
2007, on page 28, you included a general disc ussion of legal proceedings that
arise in the ordinary course of business for which you listed wage hour
lawsuits which may assert individual or class claims as an example.  As such, it would appear that these two class ac tion lawsuits were in existence and
known by management as of June 30, 2007, at a minimum.  However, you did not provide any specific SFAS 5 disclosures for these two class action lawsuits in this filing.
• Your specific disclosure in note 2 of your September 30, 2007, interim
financial statements does not appear to provide investors with sufficient
information to fully understand the nature , timing, status of your challenge to
the arbitrator’s decision and the merits  of your challengi ng such decision of
these two class action lawsuits.  In addition, you do not disclose the other
wage hour lawsuit that has been certifie d as a class action lawsuit or any of
the disclosures required by SFAS 5.
 Based on the materiality of th e arbitration settlement without consideration of any
post-award interest you are al so required to pay, it is unclear how you determined
your disclosures in your annual and qu arterly filings comply with the
requirements in paragraphs 9 and 10 of  SFAS 5 for your annual and interim
financial statements and Rule 10-01(a )(5) of Regulation S-X for your interim
financial statements.  In future filings, please include disclosures within the footnotes to your consolidated financial statements that addresses the following,
at a minimum, with regards to your loss contingencies:

• For each of the wage hour class action cl aims, disclose (i) the nature of the
lawsuits, (ii) when you became aware of  these lawsuits, (iii) the amount of
damages sought, (iv) the amount of your accrual for these lawsuits for each
period presented, and (v) the amount or range of reasonably possible loss in
excess of accrual for the class acti on lawsuit that remains unsettled.

Mr. Steven L. Fritze
Ecolab Inc.
November 26, 2007 Page 3
• Provide the disclosures required by SF AS 5 and/or SAB Topic 5:Y for any
other lawsuit, legal claim, environmenta l matter or other loss  contingency that
is either probable or reasonably possibl e of having a material impact to your
financial position, results of  operations and/or liquidity  within the footnotes to
your consolidated financial statements  in all of your annual and quarterly
filings.

*    *    *    *
      Please respond to this comment within 10 business days, or tell us when you will provide us with a response.  Please provide us with a supplementa l response letter that
keys your response to our comment and provide any requested supplemental information.  Detailed letters greatly facil itate our review.  Please s ubmit your supplemental response
on EDGAR as a correspondence file.  Please understand that we may have additional
comments after reviewing your  response to our comment.

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 comment, 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 filing or in response to our comments on your filings.

Mr. Steven L. Fritze
Ecolab Inc.        November 26, 2007 Page 4
If you have any questions regarding these comments, please direct them to Ryan
Rohn, Staff Accountant, at ( 202) 551-3739 or, in his absenc e, to Tracey Houser, Staff
Accountant, at (202) 551-3736, or to the undersigne d at (202) 551-3355.
        S i n c e r e l y ,            T e r e n c e  O ’ B r i e n         Accounting Branch Chief