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Washington, DC

 October 6, 2011

 VIA EDGAR AND HAND DELIVERY

 Jay Ingram, Esq.

Legal Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:  Ecolab Inc.

        Registration Statement on Form S-4

        Filed August 31, 2011

        File No. 333-176601

Dear Mr. Ingram:

Our client, Ecolab Inc. ("Ecolab"), today filed with the United States Securities and Exchange Commission (the "Commission") Amendment No. 1 ("Amendment No. 1") to its Registration Statement on Form S-4,
Commission File No. 333-176601 (the "Registration Statement"), relating to the proposed business combination transaction involving Ecolab and Nalco Holding Company ("Nalco"). For your convenience, we have enclosed five marked
copies of Amendment No. 1, which have been marked to show changes made since the Registration Statement was filed on August 31, 2011, as well as five unmarked copies of Amendment No. 1.

Set forth below are responses on behalf of Ecolab to the comments of the Staff of the Commission (the "Staff") contained in its letter to Ecolab dated September 27, 2011. For convenience of reference, the Staff's comments have been
reproduced below in italics. Please note that all page numbers in Ecolab's responses are references to the page numbers of Amendment No. 1, unless otherwise noted.

 Baker & McKenzie LLP is a member of Baker & McKenzie International, a Swiss Verein.

 Registration Statement on Form S-4

 General

1.Please supplementally provide us with copies of all materials prepared 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 and all transcripts and summaries.

In
response to Comment 1, a copy of the materials presented to the Ecolab board of directors prepared by BofA Merrill Lynch is being furnished supplementally to the Staff by Shearman &
Sterling LLP, counsel to BofA Merrill Lynch, under separate cover. In addition, a copy of the materials presented to the Nalco board of directors prepared by Goldman Sachs is being furnished
supplementally to the Staff
by Sullivan & Cromwell LLP, counsel to Goldman Sachs, under separate cover.

2.Disclosure of financial forecasts prepared by management may be required if the forecasts were provided to the other merger party 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, please advise us if the disclosure on pages 78-82 encompasses an exhaustive review of the forecasts and projections utilized in the
evaluation of this transaction. If not, explain why disclosure 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.

Copies
of the financial forecasts requested pursuant to Comment 2 are being furnished supplementally to the Staff by Baker & McKenzie LLP under separate cover.

The
financial forecasts being furnished supplementally to the Staff include two separate forecasts relating to Nalco prepared by Nalco and shared with Ecolab and BofA Merrill Lynch on June 29,
2011 (labeled as "Nalco Forecast 1") and July 17, 2011 (labeled as "Nalco Forecast 2"). Nalco Forecast 1 included actual results for the year ended December 31, 2010
and forecast financial information for the years ended December 31, 2011 and 2012. Nalco Forecast 2 included actual results for the years ended December 31, 2008, 2009, 2010 and
forecast financial information for the years ended December 31, 2011, 2012, 2013, 2014, 2015 and 2016. With respect to the financial information for the years ended December 31, 2010,
2011 and 2012, the years that appeared in both Nalco Forecast 1 and Nalco Forecast 2, the direct contribution and Adjusted EBITDA amounts were the same with immaterial changes to the
sales figures for 2011 and 2012. Also included with the supplemental information is a copy of the adjusted financial forecast of Nalco (labeled as "Ecolab's Forecasts of Nalco") prepared by Ecolab as
described in the Registration Statement in the section titled "The Merger—Certain Financial Forecasts of Ecolab and Nalco—Ecolab's Financial Forecasts of Nalco."

In
addition, three financial forecasts relating to Ecolab prepared by Ecolab and shared with Nalco and Goldman Sachs are being provided supplementally to the Staff. The first of these forecasts
(labeled as "Ecolab Forecast 1") was shared with Nalco and Goldman Sachs on June 29, 2011. The second (labeled as "Ecolab Forecast 2") and third (labeled as "Ecolab
Forecast 3") were shared with Nalco and Goldman Sachs on July 17, 2011. Ecolab Forecast 2 is merely a more detailed version of the Ecolab Forecast 1. Ecolab
Forecast 3 presents information for years 2011 and 2012 (along with historical information) in a PowerPoint presentation and has immaterial differences to the prior forecasts.

Ecolab
and Nalco have advised that no other financial forecasts were exchanged by the parties or provided by either party to the other party's financial advisor in connection with the transactions
contemplated by the merger agreement.

2

The
information provided in the section titled "The Merger—Certain Financial Forecasts of Ecolab and Nalco—Certain Financial Forecasts of Nalco" on page 90 of Amendment
No. 1 includes information from Nalco Forecast 2 presented to the Nalco board of directors at its July 19, 2011 meeting at which the board approved the merger agreement and upon
which Goldman Sachs based its fairness opinion provided to Nalco's board of directors.

The
information provided in the section titled "The Merger—Certain Financial Forecasts of Ecolab and Nalco—Ecolab's Financial Forecasts of Nalco" on page 91 of Amendment
No. 1 includes information derived from Ecolab's Forecasts of Nalco, which were prepared by Ecolab management after its due diligence review of Nalco and reflects Ecolab management's view of
the commercial performance expectations for Nalco over the forecast period. Ecolab's Forecasts of Nalco were presented to the Ecolab board of directors at its July 19, 2011 meeting at which the
board approved the merger agreement and is the forecast upon which BofA Merrill Lynch based its fairness opinion provided to Ecolab's board of directors. Ecolab's Forecasts of Nalco were not shared by
Ecolab with Nalco or Goldman Sachs.

The
information provided in the section titled "The Merger—Certain Financial Forecasts of Ecolab and Nalco—Certain Financial Forecasts of Ecolab" on page 89 of Amendment
No. 1 includes information from Ecolab Forecast 2. Information from Ecolab Forecast 2 was separately presented to the boards of directors of both Ecolab and Nalco at their
respective meetings held on July 19, 2011 at which the merger agreement was approved, and was used as the basis for the fairness opinion provided by BofA Merrill Lynch to Ecolab's board of
directors and the fairness opinion provided by Goldman Sachs to Nalco's board of directors.

Ecolab
and Nalco believe the section titled "The Merger—Certain Financial Forecasts of Ecolab and Nalco" contains the material information included in the financial forecasts relied upon
by the respective boards of directors and financial advisors of Ecolab and Nalco in connection with their evaluation of the merger and the fairness of the merger consideration.

The
financial forecasts relating to Ecolab were originally prepared as part of Ecolab's annual strategic and long-term planning process and annual budgeting process. The forecasts assume a
moderate, gradual improvement in global economic conditions over the forecast period, including annual percentage increases in global gross domestic product in the low single digits, the successful
completion of Ecolab's current European restructuring plan and moderating increases in raw material prices. The forecast also assumes future business acquisitions by Ecolab consistent with the
company's prior levels of acquisition activity, excluding the proposed merger with Nalco.

The
financial forecasts relating to Nalco were originally prepared as part of Nalco's annual strategic and long-term planning process and annual budgeting process. The forecasts assume a
moderate, gradual improvement in global economic conditions over the forecast period, including lower growth in western developed economies and markets and higher growth in emerging and developing
economies and markets. The forecasts also assume moderate increases in raw material prices and offsetting price increases, as well as future business acquisitions by Nalco consistent with the
company's prior level of acquisition activity.

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.

The
election form and letter of transmittal to be sent to Nalco stockholders are currently in the process of being finalized. Once they have been finalized copies of each document will be furnished
supplementally to the Staff by Baker & McKenzie LLP under separate cover.

4.Please note that all exhibits and appendices are subject to our review. Please file or submit all of your exhibits with you next
amendment or as soon as possible. Please note that we may have comments on
3

 these exhibits once they are filed, as well as the related disclosure in the filing. Please understand that we will need adequate time to review these materials before accelerating
effectiveness.

In
response to Comment 4, forms of all of the Exhibits to the Registration Statement have been filed with the Commission with Amendment No. 1.

 Proxy Statement/Prospectus Cover Page

5.The letter to the Ecolab and Nalco Holdings stockholders is the cover page for the prospectus and should comply with the
requirements, 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 stockholders and the state law notice of meeting, but you
should eliminate redundant information as much as practicable.

The
letter to Ecolab and Nalco stockholders in the Registration Statement has been revised in response to Comment 5. Please see the cover page of Amendment No. 1

6.So that Nalco stockholders may more readily understand how the transaction will affect them individually, please clarify on the cover
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 consideration, your disclosure should make clear that pro-rata adjustments may be made depending on the elections of other Nalco
stockholders.

The
cover page of the Registration Statement has been revised in response to Comment 6. Please see the cover page of Amendment No. 1.

 Questions and Answers

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 stock that Nalco stockholders may elect to receive as merger consideration.

The
applicable disclosure in the Registration Statement has been revised in response to Comment 7. Please see page 3 of Amendment No. 1.

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

8. Please revise your disclosure to provide the percentage of outstanding shares entitled to vote that are held by directors, executive officers and their
affiliates. See Item 3(h) of Form S-4.

The
applicable disclosure in the Registration Statement has been revised in response to Comment 8. Please see page 6 of Amendment No. 1.

Q:    What are the material U.S. federal income tax consequences of the merger to U.S. holders of Nalco common
stock?

9. Please delete the language stating that you "expect" the merger to qualify as a tax-free reorganization, and "[a]ssuming
that the merger qualifies as a reorganization" and provide a firm conclusion regarding the material federal tax consequences to investors. Please state that this is counsel'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.

The
applicable disclosure in the Registration Statement has been revised in response to Comment 9. Please see pages 14 of Amendment No. 1.

4

 Summary

 Merger Consideration, page 17

10.Please revise your disclosure to explain the reasons for selecting the 70%/30% stock-cash mix. We note in particular
your disclosure on page 6 of the Rule 425 communication filed on August 11, 2011 that you have received questions as to why you didn't use more cash, and that the current mix
gives you "great options in the event situations change." Provide enhanced disclosure addressing the rationale behind the dual merger consideration and describe the economic purpose 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 stockholders in mitigating the uncertainty associated with the contingent nature of the merger consideration. Further, please provide a general description of the
proration and reallocation procedures that you may use to determine the cash and stock allocation to shareholders in order to achieve the 70%/30% stock-cash mix.

The
applicable disclosure in the Registration Statement has been revised in response to Comment 10. Please see page 17 of Amendment No. 1. Ecolab and Nalco have been advised by
certain stockholders, including certain stockholders who own both Ecolab and Nalco shares, that such stockholders expect to elect to receive Ecolab shares in the merger if the trading price of
Ecolab's common stock as of the expiration of the election period makes a stock election advisable for such stockholders. No stockholders have provided a commitment regarding their intended cash or
stock election and, because the desirability of making a stock or cash election will depend in part on the trading price of Ecolab's common stock as of the expiration of the election period, Ecolab
and Nalco can not predict whether individual Nalco stockholders will elect to receive Ecolab shares, cash or a combination of shares and cash in the merger.

 Interests of Nalco Directors and Executive Officers in the Merger, page 21

11.Please quantify the benefits that the Nalco directors and executive officers will receive as a result of their interests in the
merger.

The
applicable disclosure in the Registration Statement ha