SecProbe.io

May 27, 2016
Mail Stop 4631

Via E -mail
Mr. Daniel J. Schmechel
Chief Financial Officer
Ecolab  Inc.
370 Wabasha Street North
St. Paul, Minnesota  55102

Re: Ecolab  Inc.
 Form 10 -K for Fiscal Year Ended December 31 , 2015
Filed February  26, 2016
File No. 1-9328

Dear Mr. Schmechel :

We have reviewed your filing an d have the following comments .  In some of our
comments, we may ask you to provide us with information so we may better  understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will p rovide the requested response.  If you do not
believe our comments apply to your facts and circums tances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 10 -K for the period ended December 31 , 2015

Item 7: Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 32

1. We note your discussion and analysis of  the changes in your income tax on page 37.
Based on your effective tax ra te reconciliation within Note 12 , it appears there are other
material factors impacting your income tax benefit/(expense) that should be included in
MD&A so that readers can fully understand the variances and assess the continuing
impact.  For example, it appears that the differences on rates of foreign op erations
changed from a 6.1% de crease to  your effective tax rate in 2014  to an 8.1% decrease t o
the effective tax rate in 2015 while the proportion of income before income taxes for your
international operations remained at approximately 44% of total incom e before
operations for both years. To the extent material factors in your foreign operations
including changes in your jurisdictional mix of income may be impacting your effective

Mr. Schmechel
Ecolab  Inc.
May 27, 2016
Page 2

 tax rate, please explain the changes and factors including whether you may expect these
changes to continue. Please refer to Item 303(a)(3) of Regulation S -K and Section s
501.12 .b.3 and 501.12.b.4.  of the Financial Reporting Codification for guidance.

Venezuela, page 36

2. We note that your fourth quarter impairment charge includ ed $85 million of
intercompany receivables.  Please confirm that you have written off all your Venezuelan
intercompany receivables.  If not, please quantify the amounts remaining on your balance
sheet and provide us with your basis for such accounting.

3. If material, please disclose the nature ( e.g., manufacturing, import activities) and size of
any continued operations with your Venezuelan operations as well as any reasonably
likely material effects of the Venezuelan economic situation on your results of op erations
and liquidity.

Segment Performance, page 39

4. Please expand your disclosures to quantify how much of the increase or decrease in
revenue at the reportable segment level are due to volume of product or services
provided, and/or average price. Pleas e refer to Item 303(a)(3) of Regulation S -K and
Section 501.12 of the Financial Repor ting Codification for guidance.

5. Please quantify the impact of factors disclosed as materially impacting operating income
for each period presented at the segment level. E xamples of some of the factors disclosed
without quantification include:

 In your Global Industrial segment “Fixed currency operating income growth in
2015 and the corresponding margin increase benefited from delivered product
cost savings, synergies and p ricing gains, which more than offset investments in
the business.”
 In your Global Institutional segment “ Fixed currency operating income in 2015
and the corresponding margin increase benefited from pricing gains, sales volume
increases and delivered produc t cost savings, which more than offset investments
in the business.”
 In your Global Energy segment “Fixed currency operating income reductions in
2015 and corresponding operating margin slippage were driven by sales volume
declines and lower pricing, whi ch more than offset delivered product costs
savings and synergies.”

Please refer to Item 303(A)(3)(iii) of Regulation S -K and Sections 501.12.b.3. and
501.12.b.4. of the Financial Reporting Codification for guidance.

Mr. Schmechel
Ecolab  Inc.
May 27, 2016
Page 3

 Special (Gains) and Charges, page 64

6. We note from your disclosure that you recorded a net charge of $56.3 million primarily
made up of litigation related charges and the recognition of a loss on the sale of a portion
of the Ecovation business, offset partially by the recovery of finds dep osited into escrow
as part of the Champion transaction.  Please quantify for us the amount of litigation
related charges you recognized and tell us the facts and circumstances that led to these
charge. In providing your response please clarify whether the additional charges are
related to any of the litigation matters disclosed in Note 15.  In addition, with reference to
your disclosures surrounding your escrow account activity, please explain how and why
that activity impacted previously recorded asset and  liability amounts as well as your
results of operations.

Fair Value Measurements, page 75

5. We note from the disclosure included on page 67  that the company recognized an
impairment of $24.7 million  of certain production equipment and buildings within one of
the Company’s US plants during the year ended December 31, 2014.  Please revise the
notes to your financial statements to include all disclosures required by ASC 820 -10-50-5
for assets and liabilities remeas ured to fair value on a nonrecurring basis.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable  Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, p lease provide a written 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 Co mmission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Mr. Schmechel
Ecolab  Inc.
May 27, 2016
Page 4

 You may contac t Ameen Hamady , Staff Accountant, at (202) 551 -3891, or in his
absence,  Jeanne Baker, at (202) 551 -3691 or me at (202) 551 -3355,  if you have questions
regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Melissa N. Rocha for

Terence O’Brien
Accounting Branch Chief
Office of Manufacturing and
Construction