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January 12, 2009

  By EDGAR Electronic Transmission

  and Facsimile

Ms. Pamela Long

Assistant Director

United States Securities and Exchange Commission

Washington, D.C. 20549-7010

  RE:

  Ecolab Inc.

  Form 10-K for Fiscal Year Ended
  December 31, 2007

  Proxy Statement on Schedule 14A Filed on
  March 19, 2008

  File No. 1-09328

Dear Ms. Long:

This letter is written in response to the staff’s comment letter dated November 26,
2008 on the Company’s Form 10-K for the year ended December 31, 2007
and the Company’s Proxy Statement on Schedule 14A filed on March 19,
2008.  For ease of reference, we have
included the staff’s comment along with our response to assist in the review
process.

Definitive
Proxy Statement on Schedule 14A

Compensation
Discussion & Analysis, page 25

SEC Comment:

1.                                    In
future filings, please disclose the companies, including companies included in
surveys, you use to benchmark your compensation against the compensation of
other companies.  To the extent that the
identities of these companies are not known to you, please disclose that fact
and describe the key demographic data for the companies included in the
surveys.  Refer to Item 402(b)(2)(xiv) of
Regulation S-K.  If you have benchmarked
different elements of your compensation against different benchmarking groups,
please identify the companies that comprise each

group.
Refer to Item 402(b)(2)(xiv) of Regulation S-K.  In addition, please disclose the actual
percentiles for total compensation, and each benchmarked element of compensation,
in the most recently ended fiscal year.
This disclosure should include a discussion of where you target each
element of compensation against the peer companies and where actual payments
fall for each named executive officer within targeted parameters.  To the extent actual compensation was outside
a targeted percentile range, please explain why.

Response

Ecolab benchmarks elements of its executive compensation against
surveys published by Hewitt Associates and Towers Perrin and against compensation
information that Ecolab compiles from proxy statements filed by the companies
comprising the Standard & Poor’s 500 (“S&P 500”) Materials
Industry Group, of which Ecolab is a component.
See page 25 of the Compensation Discussion & Analysis (“CD&A”)
from last year’s proxy statement.  Ecolab uses these two surveys and the
S&P 500 Materials Group to benchmark executive compensation because the
Company has no explicit peer group based on our size and business type.  (See also page 25 of last year’s proxy statement.)

The identity of the Towers Perrin survey participants is proprietary to
Towers Perrin, who does not make it available for public disclosure and,
therefore, Ecolab cannot provide the names of the participants in its proxy
statement.  Accordingly, in future
filings in which Ecolab benchmarks executive compensation against the Towers
Perrin survey, Ecolab will describe key
demographic data for the companies included in the survey.

Over 650 companies are included in the Hewitt
survey.  Ecolab questions the utility to
a reasonably prudent investor of a list of all of the companies included in the
survey.  Ecolab respectfully requests
that, rather than disclose the names of all of the companies included in the Hewitt
survey, in future filings in which Ecolab benchmarks executive compensation
against the Hewitt survey, Ecolab be permitted to provide key demographic data
for the companies, similar to the data Ecolab intends to provide regarding the
Towers Perrin survey.

In future filings in which Ecolab benchmarks
executive compensation against the S&P 500 Materials Group, it will list
the companies (currently 28 companies) which comprise the S&P 500 Materials
Group.

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As it has in the past, the Company will
continue to disclose the use of the median range as the percentile target for
base salary, annual cash incentive and long term incentives, which are the
benchmarked elements of compensation.
(The disclosure has and will continue to include a discussion of where
actual payments fall for each named executive officer within targeted
parameters.)  In its last proxy
statement, the Company disclosed each benchmarked element of compensation at page 25
and stated that “our philosophy is to position the aggregate of these elements
[referring to the base salary, annual bonus and stock option grants shown in an
above chart] in the median range of our competitive market, adjusted for the
Company’s current size.”  The Company
discloses whether and, to the extent, benchmarked elements of compensation,
fall within or outside the median range.
See page 26 (base salary), pages 27 and 28 (annual cash
incentives) and page 29 (long term incentives).

SEC Comment:

2.                                      In
future filings, please disclose all specific annual cash incentive targets for
each named executive officer, as these targets appear to have been material in
your determination of the amount of the awards.

Response

Ecolab currently uses three types of incentive targets among its named
executive officers: individual performance objectives (for staff positions such
as the Chief Financial Officer and General Counsel), business unit objectives
(revenue and operating income targets) for named executive officers who manage
particular business units and diluted earnings per share goals for all of the
named executive officers.  We currently
work to provide information that enables shareholders to understand our
approach while also ensuring that we don’t put the Company at risk
competitively.

Individual Performance Goals.  These goals are specific and achievable with
significant effort and, if achieved, provide benefit to the Company.  See page 28 of last year’s proxy
statement.  However, these goals are not
quantitative but are qualitative and inherently subjective.  Individual performance goals, which are used
for only two executive officers and which comprise only 30% of the factors on
which their annual cash incentives are based, are not material to an
understanding of the compensation paid to those executives.

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Business Unit Goals.  Seventy percent (70%) of the annual cash
incentives for those named executive officers who manage particular business
units are based on business unit performance.
See page 27 of last year’s proxy statement.  One-half of the business unit performance
component is based on achievement of the revenue goal and one-half is based on
achievement of the operating income goal. The Company believes that disclosure
of these goals is not required because the goals are confidential commercial or
financial information of smaller businesses within the Company and their
disclosure would result in substantial competitive harm to the Company.

Ecolab’s business unit performance is clearly confidential, especially
when our competitors do not publish the same information.  Ecolab does not publicly disclose the revenue
and operating income targets for the business units whose performance is
relevant to the compensation of named executive officers.  Nor does Ecolab disclose, in its Form 10-K
or other public filings, the historical revenue and operating income of the
business units.

Ecolab’s competitors do not disclose comparable revenue and operating
income targets or historical information.
Ecolab’s competitors are either not publicly traded or, if publicly
traded, the portion of the public company’s competitive business is relatively
small and, therefore, the incentive targets and historical results for those
who manage businesses competitive to the business units managed by Ecolab’s
named executive officers are not disclosed.

Knowledge of Ecolab’s revenue and operating income goals would provide
insight into the Company’s strategic planning and allow competitors to focus
competitive efforts on specific businesses within the Company.  Further, competitors may use such information
to create inappropriate comparisons or impressions about business unit
financial performance, product pricing or profit margins versus external
factors or year-over-year comparisons.
Ecolab lacks the ability to act similarly because the competitor’s
information is not available and, therefore, Ecolab suffers unique competitive
harm.  A level playing field does not
exist for Ecolab and its competitors in this regard.

Diluted Earnings Per Share Goals.  As provided on page 27 of last year’s
proxy statement, Ecolab discloses that target and maximum diluted earnings per
share (“EPS”) goals, as in past years, require “low double-digit to mid-teen
double digit growth, respectively.”  Ecolab
intends to make the same type of disclosure in its 2009 proxy statement.  By disclosing a narrow range, Ecolab has
disclosed what

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is material to an investor, i.e. the closely approximate level of growth
required to achieve the target and maximum bonus for this component.

Disclosure of more precise EPS goals would result in substantial
competitive harm to the Company. The threshold, target and maximum EPS goals
are not publicly reported and are different from the EPS guidance provided to
the public.  The EPS targets are designed
to motivate executives to meet or exceed the guidance provided publicly.

We acknowledge that we are responsible for the adequacy and accuracy of
the disclosure in the filings, that 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 that we 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.

On behalf of Ecolab Inc., I thank you for your consideration of our
response.  Should the staff disagree with
Ecolab’s approach, we would appreciate the opportunity to discuss the matter in
a conference call.  Please do not
hesitate to contact me or Sarah Erickson, Associate General Counsel – Corporate
and Assistant Secretary if further discussion would be helpful.

Sincerely,

  /s/Lawrence T. Bell

  Lawrence T. Bell

  General Counsel

c:             Sherry Haywood,
Staff Attorney (via facsimile)

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