SecProbe.io

September 27, 2011
 Via E-mail

James J. Seifert, Esq. General Counsel and Secretary Ecolab Inc. 370 Wabasha Street North St. Paul, Minnesota 55102
Re: Ecolab Inc.
Registration Statement on Form S-4 Filed August 31, 2011
  File No. 333-176601

Dear Mr. Seifert:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Registration Statement on Form S-4

 General

1. Please supplementally provide us with copies  of all materials prep ared by BofA Merrill
Lynch and Goldman Sachs and shared with the Ecolab board and the Nalco board and
their representatives.  This includes copies  of all board books a nd all transcripts and
summaries.

2. Disclosure of financial forecasts prepared by management may be required if the
forecasts were provided to the other merger pa rty or to that party’s financial advisor.
Please supplementally provide us with all financial projections and forecasts used by
BofA Merrill Lynch and Goldman Sachs in preparing the analysis relating to their
fairness opinions.  In your response letter, plea se advise us if the disclosure on pages 78-
82 encompasses an exhaustive review of the forecasts and projections utilized in the

James J. Seifert, Esq. Ecolab Inc. September 27, 2011 Page 2

 evaluation of this transaction.  If not, explain why disclosu re relating to the remaining
information is not necessary or appropriate.  Also disclose the bases for and the nature of
the material assumptions underlying the projections.

3. Please provide us with copies of the election form and letter of transmittal that is being
sent to Nalco stockholders along with the joint proxy statement/prospectus.

4. Please note that all exhibits and appendices are subject to our  review.  Please file or
submit all of your exhibits with you next amendm ent or as soon as possible.  Please note
that we may have comments on these exhibits once they are filed, as well as the related
disclosure in the filing.  Please understand th at we will need adequate time to review
these materials before accelerating effectiveness.
 Proxy Statement/Prospectus Cover Page

5. The letter to the Ecolab and Nalco Holdi ngs stockholders is the cover page for the
prospectus and should comply with the require ments, to the extent applicable, of Item
501 of Regulation S-K.  Refer to Item 1 of Form S-4.  Please limit your disclosure to a
single page as required by paragraph (b) of  Item 501 of Regulation S-K. We will not
object to the use of both the letter to stockhol ders and the state law notice of meeting, but
you should eliminate redundant informa tion as much as practicable.

6. So that Nalco stockholders may more readil y understand how the transaction will affect
them individually, please clarify on the cove r page that Nalco stockholders are not
guaranteed to receive the amount of cash or Ecolab common stock that they request on
their election form.  In this regard, given the limitations that have been imposed on the
cash and equity components of the consideratio n, your disclosure should make clear that
pro-rata adjustments may be made depe nding on the elections of other Nalco
stockholders.
 Questions and Answers, page 1

 Q:  What happens if I do not make an election or my election form is not received before the
election deadline?, page 2

7. Please clearly state that you have selected an  Ecolab stock price of $55.39 because at that
value, 0.7005 shares of Ecolab stock would be  equal to $38.80, or the equivalent of the
amount of cash per share of Nalco common st ock that Nalco stockholders may elect to
receive as merger consideration.

James J. Seifert, Esq. Ecolab Inc. September 27, 2011 Page 3

 Q:  What vote is required to appr ove each of the proposals?, page 6

8. Please revise your disclosure to provide the pe rcentage of outstandi ng shares entitled to
vote that are held by directors, executi ve officers and their affiliates.  See  Item 3(h) of
Form S-4.
 Q:  What are the material U.S. federal income ta x consequences of the merger to U.S. holders of
Nalco common stock?

9. Please delete the language stating that you “e xpect” the merger to qualify as a tax-free
reorganization, and “[a]ssuming that the me rger qualifies as a reorganization” and
provide a firm conclusion regarding the materi al federal tax consequences to investors.
Please state that this is couns el’s opinion and identify counsel.  Please also comply with
this comment regarding your disclosure on pages 20 and 42 and see our related comment
below regarding your tax disclosure.
 Summary, page 16

Merger Consideration, page 17
10. Please revise your disclosure to explain the reasons for selecting th e 70%/30% stock-cash
mix.  We note in particular your disclosu re on page 6 of the Rule 425 communication
filed on August 11, 2011 that you have received  questions as to w hy you didn’t use more
cash, and that the current mix gives you “great options in the event situations change.”
Provide enhanced disclosure addressi ng the rationale behind the dual merger
consideration and describe the economic pur pose of the formula employed to determine
the consideration.  To the extent certain Nalco stockholders have indicated how they
intend to proceed insofar as electing cash or stock, we would expect to see appropriate
disclosure that would assist Nalco stockholde rs in mitigating the uncertainty associated
with the contingent nature of the merger cons ideration.  Further, please provide a general
description of the proration and reallocation procedures th at you may use to determine
the cash and stock allocation to shareholders in order to ac hieve the 70%/30% stock-cash
mix.

Interests of Nalco Directors and Exec utive Officers in the Merger, page 21
11. Please quantify the benefits that the Nalco di rectors and executive officers will receive as
a result of their interests in the merger.
Board of Directors and Manageme nt Following the Merger, page 21

12. Please specify how the three Nalco directors th at will serve on the Ecolab board will be
selected.  Please also refer to Rule 438 a nd provide the appropriate consents of the
directors you have selected, or  tell us when and how you pr opose to update your filing to

James J. Seifert, Esq. Ecolab Inc. September 27, 2011 Page 4

 include this information.  Please also include  such disclosure on page 99 under “Interests
of Nalco Directors and Executive Officers in the Merger.”

No Solicitations of Other Offers, page 25

13. Please revise your disclosure to specify the circumstances under which Ecolab or Nalco
may terminate the merger agreement in or der to accept a superior proposal, including
whether the company would be requir ed to pay the $135 million or $275 million
termination fee, as applicable.

Termination Fees and Expense Reimbursement Obligations, page 25
14. Please revise your disclosure to specify th e circumstances under which each party would
be required to pay the applicable termination fee.
 Nalco Selected Historical Fi nancial Information, page 32

15. It appears the effective income tax rate for fiscal years 2009 and 2008 was 50% and 20%,
respectively.  Please amend footnote 8 to e xplain the contributing factors driving the
change in your effective income tax rate.
 Special Note Regarding Forwar d –Looking Statements, page 37

16. We note the statement that you “undertake no ob ligation to update publicly any of these
forward-looking statements…" This statement doe s not appear to be consistent with your
disclosure obligations. Please revise to clarif y that you will update to the extent required
by law.
17. We note the statement in the first sentence of first full paragraph on page 38 regarding
"subsequent" written statements.  Please remove  this statement, as your disclaimer must
accompany such forward-looking statements.  See
 Rule 27A(c)(1)(A) under the
Securities Act.
 Risk Factors, page 39

 General

18. On page 19 of the Nalco Holding Company Fo rm 10-Q for the fiscal quarter ended June
30, 2011, it states that it maintains accruals where the outcome of a matter is probable
and can be reasonably estimated.  Please ame nd your filing to include a risk factor or
amend your Form 10-Q to disclose for each lo ss contingency an estimate of the possible
loss or range of loss in excess of accrual, or a statement that such an estimate cannot be
made.   Refer to ASC 450-20-50-3, 4, 5 for guidance.

James J. Seifert, Esq. Ecolab Inc. September 27, 2011 Page 5

 The combined company will have substantial in debtedness following the merger . . ., page 47

19. Please quantify the “substantial indebtedne ss” of the company following the merger,
including the amount you anticipate will be  needed following the merger for the
combined company’s debt service obligations.  Further, please specifically discuss the
specifics of your plans to re purchase Nalco outstanding debt securities and pay down part
of Nalco’s credit facility, including quan tifying such amounts.  Please also update the
discussion of the potential credit rating of the combined company.  We note in particular
the related discussions on pages 26 and 27 of  your communication file d pursuant to Rule
425 on September 9, 2011.

Ecolab may encounter difficulty or high costs associated with securing financing, page 45
20. Please update this risk factor to reflect the fact that you have entered into a $2 billion
credit facility and $1.5 billion credit facility that you intend to use to finance the cash
portion of the merger.  Please also discuss your plans to issue $500 million in private placement notes.  We note in particular your disclosure on page 26 and 27 of your communication filed pursuant to Rule 425 on September 9, 2011.
 The merger may involve unexpected costs . . ., page 47

21. Please quantify the transaction and merger-rela ted costs for both Ecolab and Nalco, to the
extent possible.
The Merger, page 64

Background of the Merger, page 64

22. Your disclosure throughout this section should describe in sufficient detail who initiated
contact among the parties, identify all par ties present at the meetings, and explain the
material issues discussed and the positions ta ken by those involved in each meeting.  The
following comments provide some examples of  where we believe you can enhance your
disclosure.  Please be advise d that these comments are no t exhaustive and that you should
reconsider the background sect ion in its entirety when determining where to augment
your disclosure.

23. It appears from your disclosure  that Ecolab and Nalco have  a long-standing relationship,
including a decade of discussions between ma nagement regarding possible collaborative
business relationships.  Please re vise your disclosure to furt her describe the pre-existing
relationship between Ecolab and Nalco, includ ing a discussion of any business conducted
between the two companies.
24. Please discuss the specific reasons why management of Ecolab and Nalco have
considered entering into a collaborative busin ess relationship for ove r ten years, and the
reasons and rationale for such a combination.  Please specifically discuss the businesses

James J. Seifert, Esq. Ecolab Inc. September 27, 2011 Page 6

 of the two companies, including the potential benefits and expected synergies that were
expected, and are currently expected, from a relationship between the two companies.
Further, please disclose why Ecolab and Nalc o have not entered into such a relationship
in the past, including why Ecolab decided not  to pursue an acquisi tion of Nalco in 2003
and 2004.
25. Please revise your disclosure to define the type  of data that the companies exchanged, or
intended to exchange, as part of the pr oposed exchange of internal benchmarking
information referenced on page 65.
26. Please disclose the other possible strategic alternatives and combinations that were
discussed at the Ecolab board meeting on February 24, 2011, including the reasons for
not pursuing each of these other alternatives.  Please also discuss the “various strategies”
discussed at the April 21, 2011 meeting and the possible “strat egic combinations” at the
May 5, 2011 meeting.
27. Please discuss the potential advantages of a business combination between Ecolab and
Nalco that were discussed at the May 17, 2011 meeting and reported to the Nalco board
on May 24, 2011.  Please also discuss the strategi c fit and potential bene fits discussed at
the June 1, 2011 special meeting of the Ec olab board and the potential advantages
advocated by Mr. Baker and Mr. Le vin during the June 6, 2011 meeting.

28. Please define or explain the concept of “value” as referenced in the th ird to last paragraph
on page 66.
 29. Please expand your disclosure regarding the June 16, 2011 meetings of the Nalco board
and Ecolab board to fully explain the issu es discussed and the positions taken by the
parties at the meetings.  In particular, pleas e discuss the various fi nancial terms and legal
structures that were discussed at the meeti ngs, and the material bus iness, financial and
legal aspects of Nalco that were presented at the Ecolab board meeting.  In addition,
please disclose the purpose of Ecolab’s  $1.5 billion share repurchase program.

30. Please disclose the method by which Ecolab determined the members of the special
transaction advisory committee.

31. Please expand your disclosure regarding the Ju ly 1, 2011 meeting of Ec olab’s board.  In
particular, please provide the details relating to the following discus sions that took place
at the meeting:
 The recent market movement in the price of Ecolab and Nalco stock;

 The implications of various offer prices; and

James J. Seifert, Esq. Ecolab Inc. September 27, 2011 Page 7

  The alternative consideration mix of 70%  stock/30% cash, including why this mix
of consideration was proposed and any ot her alternative consideration that was
considered.

32. Please disclose the other possible alternat ive terms discussed by Mr. Baker and Mr.
Fyrwald from July 1 through July 8, 2011.
33. Please discuss the strategic al ternatives to the proposed business combination and the
other potential strategic partne rs that were discussed at the July 5, 2011 and July 10, 2011
meetings of the Nalco board, including the reasons for not pursui ng these alternatives.

34. Please revise your disclosure regarding the negotiation of the merg er agreement from
July 13 through July 19, 2011 to provide a deta iled discussion of the negotiation of the
material terms of the merger agreement incl uding the determination of the exchange ratio
(including the use of a fixed exchange ratio), the termination fee, and all other material
terms.
35. Please specifically disclose any discussi ons relating to the in debtedness of Nalco,
including the specific consider ation given to such debt in  connection with the merger.
 Ecolab’s Reasons for the Merger; Recommendation of the Ecolab Board of Directors, page 72

36. Please significantly expand your discussion fo r the reasons and rationale behind the
merger, including addressing the specific expe cted synergies between Ecolab and Nalco.
We note in particular the detailed discussi on of various expected synergies that is
included in the communications filed pur suant to Rule 425 on August 9, 10, 11 and 12
and September 8 and 9, 2011.  In your revised disc losure, please also specifically address
the $100 billion in market opportunities, the $150 million in cost