SecProbe.io

October 19, 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.
Amendment No. 1 to Registrati on Statement on Form S-4
Filed October 6, 2011
  File No. 333-176601

Dear Mr. Seifert:

We have reviewed your response letter a nd the above-referenced filing, and have the
following comments.    Amendment No. 1 to Form S-4

Merger Consideration, page 17
1. We note your response to comment 10 of our  letter dated September 27, 2011 and your
statement that certain stockholders who own bot h Ecolab and Nalco shares expect to elect
to receive Ecolab shares in the merger if  the trading price of Ecolab’s common stock
makes such election advisable.  Please revi se your disclosure to include a similar
statement in your prospectus.  Please also disclose the percentage of shares owned by
such stockholders so that Nalco stockholders  may have a better understanding of whether
or not they will receive consideration consistent with their election.
 Risk Factors, page 42

2. We have read your response to comment 18 of our letter dated September 27, 2011 and
your disclosure on page 52.  You state th at you cannot predict the outcome of any
litigation or the potential for fu ture litigation.  However, you have not disclosed for each
loss 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. October 19, 2011 Page 2

 The Merger, page 68

Background of the Merger, page 68

3. Please revise your disclosure to include a ll discussions relating to the post-merger
employment of members of Nalco’s manage ment, including the employment of Mr.
Fyrwald as President of Ecolab.  We note your brief reference to such discussions at the
June 16, 2011 meeting of the Nalco board.

4. We note your response to comment 27 of our  letter dated September 27, 2011 in which
you highlight the potential advantages of a bus iness combination that were discussed at
the May 17, 2011 meeting and at the May 24, 2011 telephonic meeting of the Nalco
board.  Please revise your disclosure to incl ude the description of such advantages within
your prospectus.
5. We note your disclosure that on June 7 a nd June 8, 2011, Mr. Fyrw ald had individual
telephone conversations with each member of  the Nalco board.  Please disclose the
“additional details” that were  provided to the board member s during these conversations.

6. We note your response to comment 33 of our  letter dated September 27, 2011 in which
you discuss the strategic alternatives consider ed by the Nalco board at the July 5, 2011
and July 10, 2011 meetings and the reasons fo r not pursuing these alternatives.  Please
revise your disclosure to include this descri ption within your prospe ctus.  Further, we
note that strategic alternatives and possible acquisition candidates were also discussed by
the Ecolab board on February 24, 2011 and May 5, 2011.  Please revise your disclosure
to address why the alternatives discussed at those meetings were not pursued.
 Ecolab’s Reasons for the Merger; Recommendation of the Ecolab Board of Directors, page 80

7. We note that in your response to comment  39 of our letter dated September 27, 2011 you
discuss various negative factor s the Ecolab board considered, including potential risks in
the geographic areas where Nalco operates a nd potential risks relating to certain Nalco
offerings.  Please include a materially co mplete discussion of these potential risks
considered by the Ecolab board in the prospectus.
 Nalco’s Reasons for the Merger; Recommendation of the Nalco Board of Directors, page 83

8. We note your revisions in re sponse to comment 40 of our letter dated September 27,
2011.  However, it is still not clear what  the board considered specifically when
evaluating certain factors listed in this section.  As one exam ple, it is unclear what was
favorable about Nalco’s business, results of operations, financial c ondition, earnings and
return to stockholders as a combined comp any versus on a stand-alone basis.  Please
revise accordingly.

James J. Seifert, Esq. Ecolab Inc. October 19, 2011 Page 3

 Certain Financial Forecasts of  Ecolab and Nalco, page 87

9. Please advise us as to the consideration you ga ve to disclosing the information included
on page 32 of the discussion materials provi ded to the Nalco board on July 19, 2011 and
on page 28 of the discussion materials provi ded to the Ecolab board on July 19, 2011.
  Opinion of Nalco’s Financial Advisor, page 102

10. We reissue comment 45 of our letter date d September 27, 2011.  Please explain how the
Nalco board assessed the significance and re liability of the opinion of its financial
advisor given that a substant ial portion of the payment for the opinion is conditioned
upon the success of the transaction.
 11. We reissue comment 46 of our letter dated Se ptember 27, 2011.  We continue to object to
the express statements that Goldman Sachs does not assume any responsibility for the
financial, legal, regulatory, tax, accounting and other inform ation provided to, discussed
with or reviewed by them.  As we indicat ed, while it may be acceptable to include
qualifying language concerning subjective analyses,
 it is inappropriate to disclaim
responsibility for the information.  Please revise accordingly.

Material U.S. Federal Income Tax C onsequences of the Merger, page 151

12. We note your statement on page 148 that th e opinions of counsel will assume
“that the parties will report the transactions in a manner consistent with the opinions.”
Please advise us as to the mean ing and purpose of this assumption.

13. We note that counsel do not express a fi rm opinion with respect to certain tax
consequences, including the following:
a. “[I]f the U.S. holder actually or constr uctively owns Ecolab stock immediately
after the merger, the receipt of the cash may be treated as having the effect of the
distribution of a dividend to the U.S. holder . . .”

b. “[A]n allocation of cash on a share by share basis within a block, and/or
designation of blacks on the letter of tran smittal might result in less taxable gain
to a U.S. holder . . .”

While in certain circumstances it is appropriate  to issue a “should” or “more likely than
not” opinion, the disclosure must explain why counsel cannot give a “will” opinion and
explain the degree of uncertainty.  Please have counsel revise the disc losure accordingly.
See
 Staff Legal Bulletin No. 19 (Oct. 14, 2011).

James J. Seifert, Esq. Ecolab Inc. October 19, 2011 Page 4

 Exhibits 8.1 and 8.2

14. We note that each opinion states that couns el “confirms our opinion” included in the
Proxy Statement/Prospectus.  Please have each c ounsel revise its opinion to clearly state
that the disclosure in the tax consequences section of the prospect us is the opinion of
counsel.
15. We note that each opinion is limited to “those matters specifically set forth above.”  As
this disclaimer appears to limit counsels’ op inions to only those matters addressed in
Exhibits 8.1 and 8.2, please have co unsel delete this disclaimer.

16. Please have each counsel revise its opinion to provide its consent to the prospectus
discussion of its opinion.
 Form 10-Q for the Quarter Ended June 30, 2011 filed by Nalco Holding Company

 Financial Statements, page 3

17. We have read your response to comment  64 of our letter dated September 27, 2011.
Please confirm that in your Form 10-Q fo r the quarter ended September 30, 2011 that you
will include a discussion in MD&A related to the increase in DSO and underlying
reasons driving the change in your DSO.  Please show us your proposed disclosure.
Furthermore, please tell us how much of the A/R balance of $876.2 million as of June 30,
2011 was subsequently collected in cash by Nalco Holding Company.

As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copi es of the amendment to  expedite our review.
Please furnish a cover letter with  your amendment that keys your responses to our comments and
provides any requested information.  Detailed cove r letters greatly facilita te our review.  Please
understand that we may have additional comm ents after reviewing your amendment and
responses to our comments.

James J. Seifert, Esq. Ecolab Inc. October 19, 2011 Page 5

 You may contact Tracey McKoy, Staff Accountant, at 202-5 51-3772, or Al Pavot, Staff
Accountant, at 202-551-3738 if you have questio ns regarding comments on the financial
statements and related matters.  Please contac t Erin Jaskot, Staff Attorney, at 202-551-3442, or
me at 202-551-3397 with any other questions.
Sincerely,
   /s/ Jay Ingram
Jay Ingram Legal Branch Chief
  cc:   Craig A. Roeder, Esq. ( via E-mail )
Baker & McKenzie LLP  Steve Landsman, Esq. ( via E-mail )
Nalco Holding Company
Scott Barshay, Esq. ( via E-mail )
Cravath, Swaine & Moore LLP