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<DOCUMENT>
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<TEXT>
 July 1, 2025

Scott Kirkland
Chief Financial Officer
Ecolab, Inc.
1 Ecolab Place
St. Paul, MN 55102

 Re: Ecolab, Inc.
 Form 10-K for the fiscal year ended December 31, 2024
 Filed February 21, 2025
 File No. 001-09328
Dear Scott Kirkland:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Industrial
Applications and
 Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 1 Ecolab Place
 St. Paul MN 55102 USA

 June 13, 2025

 Mr. Michael Fay & Ms. Li Xiao

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-7010

 Re:
 Ecolab Inc.

 Form 10-K for fiscal year ended December 31, 2024

 Filed on February 21, 2025

 File No. 001-09328

 Dear
Mr. Michael Fay & Ms. Li Xiao:

 This letter is written in response
to the Staff's comment letter dated May 30, 2025, on the Form 10-K of Ecolab Inc. ("the Company", "we" or
 "our") for the period ended December 31, 2024. For ease of reference, the numbered responses correspond to the paragraphs
as numbered within the comment letter. We have also included the Staff's comment along with our response to assist in the review
process.

 Form 10-K for the fiscal year ended December 31, 2024

 17. Revenues, page 90

 1. We have reviewed your response to comment 1 and have the following additional comments. Please provide us the full and complete
2024 Executive Committee review presentation used for evaluating the performance of operating segments.

 Response

 As described in our prior response letter, we previously provided the
pages with revenue data that was disaggregated beyond a total company level. The remaining portions of the deck do not contain revenue
data broken out at a level other than total consolidated sales with drivers of volume and pricing to understand non-GAAP organic sales
in the quarter. The Company has now provided the 2024 Executive Committee review presentation in its entirety as supplemental
information pursuant to Rule 12b-4 of the Securities and Exchange Act of 1934 ("Rule 12b-4"), which we respectfully request
be permanently deleted following the conclusion of this review process.

 ecolab.com

 Ecolab | Page 2

 2. Please provide us a further break-out of revenue between (i) product revenue, (ii) sold equipment revenue, (iii) service revenue,
and (iv) lease equipment revenue, for each of the Water, Food & Beverage, and Paper operating segments, for the Form 10-K periods
presented.

 Response

 The Company has provided a further breakout of revenue between (i)
product revenue, (ii) sold equipment revenue, (iii) service revenue, and (iv) lease equipment revenue, for each of the Water, Food
& Beverage, and Paper operating segments, for the Form 10-K periods presented as supplemental information pursuant to Rule
12b-4, which we respectfully request be permanently deleted following the conclusion of this review process. The data shows that the
primary revenues for each operating segment are product sales, which consist of approximately 80% or more of total sales for each
operating segment, followed by service sales, then equipment sales and lease sales. Therefore, in our judgment, there are no
significant or meaningful delineations across the operating segments to provide to users of our financial statements. Further, the
proportion of sales in each category for each individual operating segment is materially consistent with the proportion of total
Global Industrial sales in each category and each operating segment's trends by category are materially consistent with the
reportable segment's trends by category. Accordingly, we have concluded that this data indicates consistency across the
operating segments and thus, in our judgment, we concluded that this more detailed breakout would not provide material information
about how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors, considering the
guidance in ASC 606-10-50-5 and 55-89.

 3. Please provide us revenue by geographic region for each of the Water, Food & Beverage, and Paper operating segments, for the
Form 10-K periods presented.

 Response

 The Company has provided a further breakout of revenue by geographic
region for each of the Water, Food & Beverage, and Paper operating segments, for the Form 10-K periods presented as supplemental information
pursuant to Rule 12b-4, which we respectfully request be permanently deleted following the conclusion of this review process. The data
shows that the majority of revenues for each operating segment are generated in the US, with Europe being the second largest geographic
region for each of the operating segments. The proportion of sales in each geographic market for each individual operating segment is
materially consistent with the proportion of total Global Industrial sales in each geographic market. While there are small amounts of
variability in the proportion of sales in each market (for instance, our Food & Beverage operating segment has a larger proportion
of its sales in Europe than the Water and Paper operating segments), each operating segment's trends by market are materially consistent
with the reportable segment's trends by market that is already disclosed. Given that, in our judgment the proportion of sales within
each market by operating segment is consistent with the proportion of sales in each market in totality, we concluded that further breakout
would not provide material information about how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by
economic factors considering the guidance in ASC 606-10-55-89 through 91.

 Ecolab | Page 3

 4. Separately
 for each of the Water, Food & Beverage, and Paper operating segments, please provide
 us the following information:

 · The
 amount of revenue attributable to the operating segment's largest customer for 2024;

 · For
 each of the three customers, identify and describe to us any multi-year agreement provisions
 related to their contracts;

 · For
 each of the three customers, identify and describe to us the pricing mechanisms contained
 in their contracts; and

 · For
 each of the three customers, the stand-alone selling price for the product or service that
 contributed the largest amount of revenue for 2024, the amount of such 2024 revenue, and
 a description of the product or service.

 Response

 The Company employs a consistent approach to contracting with customers
across the operating segments included within its Global Industrial reportable segment and many customers have contracts with the Company
that span more than one operating segment to provide our products and services. At its core, our business is relatively simple –
we sell chemistry to our customers, along with selling or leasing some equipment to dispense the chemistry and providing relevant support
services. Our offerings within Global Industrial are primarily sold directly to customers by our corporate account and field sales employees.
The customers within our Global Industrial reportable segment are primarily industrial companies and the differentiation within the product
and service offerings we have across our operating segments primarily relates to the area within a given Industrial customer's processes
the products are used in. Accordingly, while some products are used in different areas of the industrial plant for a given customer, our
product and service offerings are generally consistent across the different operating segments within Global Industrial, which provides
for a high degree of consistency amongst the Global Industrial operating segments as it relates to how the nature, amount, timing and
uncertainty of revenue and cash flows are affected by economic factors (ASC 606-10-55-89).

 As it relates to the Company's contracts with its customers,
each of our operating segments in the Global Industrial reportable segment includes both large and smaller customers. For large, global
and regional customers, multi-year master supply agreements are typically executed, providing the Company with sole source or preferred
vendor status across multiple customer locations. For smaller customers, a commercial supply agreement, which may be less complex and
renewed annually, is typically used. Customers then subsequently issue purchase orders to purchase specific quantities of a given product.

 The Company has provided a summary of key commercial terms included
in customer contracts as well as key contract provisions related to the largest customers in each of the Water, Food & Beverage and
Paper operating segments as supplemental information pursuant to Rule 12b-4, which we respectfully request be permanently deleted following
the conclusion of this review process. The data shows the consistency in the structure of key commercial terms across the Industrial operating
segments as outlined above.

 Ecolab | Page 4

 The Company has also specifically considered our customer contracts
with respect to the example categories of potential disaggregation of revenue within ASC 606-10-55-91 as follows:

 a. Type of good or service – The majority of the Company's sales consist of product sales (primarily of chemicals), lending
itself to a high degree of consistency in product and service offerings across the operating segments within Global Industrial.

 b. Geographical region – The Company currently provides a disaggregation of revenue by geographic market and reportable segment.
As discussed previously, the proportion of sales within each geographic market for each individual operating segment is materially consistent
with the proportion of total Global Industrial sales in each category.

 c. Market or type of customer – Each of the Company's operating segments is comprised of both large and small customers and
our contracts with such customers follows the information described above. While our Global Industrial customers operate within different
sub-sectors of the market, demand for our products and services is highly influenced by industrial production rates and thus our operating
segments are generally impacted by broader macroeconomic conditions in a similar manner.

 d. Type of contract – While our customer contracts may have different pricing arrangements, the overall economics of the customer
arrangements that aggregate into a given reportable segment are similar. The timing of transfer within the operating segments of our Global
Industrial reportable segment are similar for the same types of products regardless of the pricing arrangement included in the customer
contract (i.e., leased equipment and services are recognized over time while shipments of product are recognized at a point in time).
The differences in pricing arrangements across our customers are similar at both the operating and reportable segment level, demonstrating
the consistency in economics between the two levels.

 e. Contract duration – Each of our operating segments have contracts that are both shorter and longer in duration resulting in
consistent impacts across the operating segments within Global Industrial. There are no substantial differences in the nature, amount,
timing and uncertainty of revenue and cash flows as it relates to our contracts that are shorter vs longer term in nature.

 f. Timing of transfer of goods or services – The Company currently provides a disaggregation of revenue by timing of transfer of
goods and services and reportable segment. As discussed previously, the proportion of sales within each category for each individual operating
segment is materially consistent with the proportion of total Global Industrial sales in each category.

 g. Sales channels – Each of the operating segments within Global Industrial primarily use direct distribution channels with customers
and accordingly, have similar economic impacts.

 The customer contract is the basis for revenue recognition, and consistent
structure in commercial terms drives consistent revenue recognition practices. As noted above, sales from more than one operating segment
can be governed by the same contract with customers, as evidenced in the data provided. For these reasons, it has been concluded that
disaggregating revenue by operating segment would not provide relevant or useful information on the nature, amount, timing and uncertainty
of revenue and cash flows beyond what is already disclosed by reportable segment and geographic region in accordance with ASC 606-10-50-5
and 55-89 through 91.

 Ecolab | Page 5

 ***

 On behalf of the Company, I thank you
for your consideration of our responses. Should the Staff have further questions or comments or need any further information or clarification,
please do not hesitate to contact me.

 Sincerely,

 /s/ Scott D. Kirkland

 Scott D. Kirkland

 Chief Financial Officer

<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 May 30, 2025

Scott Kirkland
Chief Financial Officer
Ecolab, Inc.
1 Ecolab Place
St. Paul, MN 55102

 Re: Ecolab, Inc.
 Form 10-K for the fiscal year ended December 31, 2024
 Filed February 21, 2025
 Response Dated May 7, 2025
 File No. 001-09328
Dear Scott Kirkland:

 We have reviewed your May 7, 2025 response to our comment letter and
have the
following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our April 28,
2025 letter.

Form 10-K for the fiscal year ended December 31, 2024
17. Revenues, page 90

1. We have reviewed your response to comment 1 and have the following
additional
 comments. Please provide us the full and complete 2024 Executive
Committee review
 presentation used for evaluating the performance of operating segments.
2. Please provide us a further break-out of revenue between (i) product
revenue, (ii) sold
 equipment revenue, (iii) service revenue, and (iv) lease equipment
revenue, for each
 of the Water, Food & Beverage, and Paper operating segments, for the
Form 10-K
 periods presented.
3. Please provide us revenue by geographic region for each of the Water,
Food
 & Beverage, and Paper operating segments, for the Form 10-K periods
presented.
 May 30, 2025
Page 2

4. Separately for each of the Water, Food & Beverage, and Paper operating
segments,
 please provide us the following information:

 The amount of revenue attributable to the operating segment's
largest customer for
 2024;
 For each of the three customers, identify and describe to us any
multi-year
 agreement provisions related to their contracts;
 For each of the three customers, identify and describe to us the
pricing
 mechanisms contained in their contracts; and
 For each of the three customers, the stand-alone selling price for
the product or
 service that contributed the largest amount of revenue for 2024, the
amount of
 such 2024 revenue, and a description of the product or service.

 Please contact Michael Fay at 202-551-3812 or Li Xiao at 202-551-4391 if
you have
questions regarding comments on the financial statements and related matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 ECOLAB INC. 1 Ecolab Place St. Paul, Minnesota 55102 May 7, 2025 ​ Mr. Michael Fay & Ms. Li Xiao United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 ​ ​ ​ ​ Re: Ecolab Inc. ​ Form 10-K for fiscal year ended December 31, 2024 ​ Filed on February 21, 2025 ​ File No. 001-09328 ​ ​ Dear Mr. Michael Fay & Ms. Li Xiao: ​ This letter is written in response to the Staff’s comment letter dated April 28, 2025, on the Form 10-K of Ecolab Inc. (“the Company”, “we” or “our”) for the period ended December 31, 2024. For ease of reference, the numbered responses correspond to the paragraphs as numbered within the comment letter. We have also included the Staff’s comment along with our response to assist in the review process. ​ Form 10-K for the fiscal year ended December 31, 2024 ​ 17. Revenues, page 90 ​ ​ 1. We have reviewed your response to comment 3. Please provide us further information and analysis as it relates to your consideration of disaggregation of revenues attributable to individual operating segments. For example, please evaluate in further detail under ASC 606-10-55-90 your presentation of separate narrative discussions of your operating segment sales, including a reference to sales growth percentage as a header, in your Fourth Quarter 2024 Supplemental, and your presentation of discussions of operating segment revenues in MD&A. Please also provide us the actual company specific information you considered as part of your overall assessment under ASC 606-10-50-5 and 55-89 through 55-91, including the break-out of product and sold equipment revenue and service and lease equipment revenue, by operating segment, for the periods presented. Lastly, please describe to us any other disaggregated revenue information regularly reviewed by the CODM, not otherwise referenced in the response, and provide us an example of this information from 2024. ​ Response ​ ASC 606-10-50-5 requires an entity to “disaggregate revenue recognized from contracts with customers into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.” The Company’s revenue recognition and nature of our customer contracts are similar across our product and equipment sales and service and lease sales categories for three of our four reportable segments – Global Industrial, Global Institutional & Specialty and Global Healthcare & Life Sciences.  In our fourth reportable segment, Global Pest Elimination, our contracts with our customers are all service-based. As disclosed within our significant accounting policies disclosure, we recognize product and equipment sales at a point in time when the product or equipment is transferred to the customer and we recognize service and lease sales over time as the services are provided or the customer receives the benefit from the leased equipment. Based on the nature and size of the customer, the related contracts can span segments or markets, however customer contract terms and conditions do not vary by segment or market. ​ Within each of our reportable segments, the nature and timing of the revenues are similar when further disaggregated by product and equipment sales or service and lease sales. Further, the nature, timing and uncertainty and how those are impacted by economic factors are similar within our reportable segments when further disaggregated by geographic region. We believe that geographic region is the most meaningful category to consider when assessing how revenue and cash flows are affected by economic factors. Our operating segments are affected by economic factors in a similar manner, including the nature of our customer contracts, the nature of our customer relationships, and the timing of revenue recognition (inclusive of the point in time vs over time recognition pattern discussed above) and therefore are not required to be disaggregated at the operating segment level for purposes of the requirements in ASC 606-10-50-5 and any further disaggregation would not provide decision-useful information about the nature, timing and uncertainty of the cash flows. ​ ASC 606-10-55-90 provides various factors to consider when selecting the type of category used to disaggregate revenue and ASC 606-10-55-91 further provides examples of categories that may be appropriate. The Company specifically considered the disclosures presented outside of the financial statements, including the organic and fixed currency sales growth rates by operating segment in our Fourth Quarter 2024 Supplemental and the organic sales growth rates by operating segment provided in our MD&A. This information on organic and fixed currency sales growth rates by operating segment is non-GAAP in nature and thus does not fall into the scope of ASC 606. Additionally, such data points are provided to investors in order to contextualize the sales growth and overall results by reportable segment and consolidated revenue growth drivers. Any references to specific industries or market segments are not intended to indicate that there are different economic factors that regularly impact the nature, amount, timing, and uncertainty of revenue and cash flows. In the short term, different operating segments may be growing at different rates, however the long-term trajectory for the operating segments that are aggregated into a reportable segment is similar and thus the growth rates included within the above-referenced materials is important to facilitate contextual understanding of the broader environment that we operate in. ​ We also considered other information regularly reviewed by the chief operating decision maker (“CODM”). Revenue information reviewed by our CODM on a regular basis primarily encompasses operating segment level revenues and revenues by geographic region. There is not significant other information reviewed by the CODM outside of the bounds of those delineations on a regular basis. As discussed, the Company has provided an example from our Executive Committee review presentation for December 2024 as supplemental information pursuant to Rule 12b-4 of the Securities and Exchange Act of 1934, which will be permanently deleted following the conclusion of this review process. Note that sales information at the operating segment level provided within the example is exclusively organic sales growth and thus is non-GAAP in nature. ​ In our analysis of other disclosures presented outside of the financial statements pursuant to ASC 606-10-55-90, the Company confirmed it primarily provides revenue data at the reportable segment and geographic market levels. Aside from the non-GAAP information on organic revenue growth rates for operating segments discussed above, the Company does not provide quantitative disaggregated information on revenue below the reportable segment level on a regular basis. The Company does provide qualitative discussion on drivers within a given operating or reportable segment, however, similar to the non-GAAP information discussed above, such information is provided simply to contextualize overall reportable segment and company sales growth. ​ Accordingly, the Company believes our disclosure of disaggregated revenues by (1) reportable segment and product and equipment sales and service and lease sales; and (2) reportable segment and geographic region is sufficient to meet the requirements of ASC 606-10-50-5 and 55-89 through 55-91. ​ *** ​ On behalf of the Company, I thank you for your consideration of our responses. Should the Staff have further questions or comments or need any further information or clarification, please do not hesitate to contact me. ​ ​ Sincerely, ​ ​ ​ ​ /s/ Scott D. Kirkland Scott D. Kirkland Chief Financial Officer ​

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 28, 2025

Scott Kirkland
Chief Financial Officer
Ecolab, Inc.
1 Ecolab Place
St. Paul, MN 55102

 Re: Ecolab, Inc.
 Form 10-K for the fiscal year ended December 31, 2024
 Filed February 21, 2025
 Response Dated April 17, 2025
 File No. 001-09328
Dear Scott Kirkland:

 We have reviewed your April 17, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our April 7,
2025 letter.

Form 10-K for the fiscal year ended December 31, 2024
17. Revenues, page 90

1. We have reviewed your response to comment 3. Please provide us further
information
 and analysis as it relates to your consideration of disaggregation of
revenues
 attributable to individual operating segments. For example, please
evaluate in further
 detail under ASC 606-10-55-90 your presentation of separate narrative
discussions of
 your operating segment sales, including a reference to sales growth
percentage as a
 header, in your Fourth Quarter 2024 Supplemental, and your presentation
of
 discussions of operating segment revenues in MD&A. Please also provide
us the
 actual company specific information you considered as part of your
 overall assessment under ASC 606-10-50-5 and 55-89 through 55-91,
including the
 break-out of product and sold equipment revenue and service and lease
equipment
 April 28, 2025
Page 2

 revenue, by operating segment, for the periods presented. Lastly, please
describe to us
 any other disaggregated revenue information regularly reviewed by the
CODM, not
 otherwise referenced in the response, and provide us an example of this
information
 from 2024.
 Please contact Michael Fay at 202-551-3812 or Li Xiao at 202-551-4391 if
you have
questions regarding comments on the financial statements and related matters.

 Sincerely,

 Division of
Corporation Finance
 Office of
Industrial Applications and
 Services
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 ECOLAB INC. 1 Ecolab Place St. Paul, Minnesota 55102 April 17, 2025 ​ Mr. Michael Fay & Ms. Li Xiao United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 ​ ​ ​ ​ Re: Ecolab Inc. ​ Form 10-K for fiscal year ended December 31, 2024 ​ Filed on February 21, 2025 ​ File No. 001-09328 ​ ​ Dear Mr. Michael Fay & Ms. Li Xiao: ​ This letter is written in response to the Staff’s comment letter dated April 7, 2025, on the Form 10-K of Ecolab Inc. (“the Company”, “we” or “our”) for the period ended December 31, 2024. For ease of reference, the numbered responses correspond to the paragraphs as numbered within the comment letter. We have also included the Staff’s comment along with our response to assist in the review process. ​ Form 10-K for the fiscal year ended December 31, 2024 ​ Consolidated Financial Statements 12. Income Taxes, page 81 ​ 1. We note discrete items include a tax benefit of $62.1 million associated with capital losses and $30.4 million in additional basis of foreign intangible assets. Please explain to us in greater detail the nature of and events that triggered these discrete tax benefits. Please also include any pertinent details in future filings. ​ Response ​ The two discrete tax benefits relate to separate, unrelated events in 2024. The Company will include incremental disclosure in future filings where such transactions have a material impact to the consolidated financial statements. ​ Capital Losses ​ The Company recognized a $62.1 million discrete tax benefit as a result of an elective change to its U.S. tax classification of a wholly-owned non-US subsidiary. The election was effective on December 31, 2024. One result of making the election was the realization of a U.S. tax capital loss. ​ Prior to making this election, the Company was prohibited under ASC 740-30-25-9 from recognizing a deferred tax asset associated with the built-in tax loss in this foreign investment because it was not apparent that the temporary difference would reverse in the foreseeable future until the Company committed to making the change in classification in Q4 2024. ​ The Company concluded the benefit of the tax loss was an unusual or infrequently occurring event and outside of ordinary income. As such, the benefit was recognized as a discrete item under ASC 740 principles. ​ Foreign Intangible Basis ​ The Company recognized a deferred tax benefit of $30.4 million due to an increase in the tax basis of its foreign intangible assets. The Company owns a Swiss subsidiary that was subject to Swiss tax law changes enacted in 2019 and effective beginning in 2020. Under the relevant tax law changes, the Company was entitled to a one-time “step-up” of tax goodwill that will be amortizable from 2025-2029 for local tax purposes. The Company recognized an estimated deferred tax asset in Q4 2019 based on estimates of future amortization deductions in conjunction with the change in tax law. ​ In November 2020, the Company initiated a ruling request with the Swiss Tax Authorities and subsequently received a tax ruling confirmation in Q4 2024. As a result of the ruling, the Company recorded a $30.4 million discrete adjustment to the prior deferred tax asset estimate in Q4 2024. The adjusted deferred tax asset corresponds with the Swiss ruling received and the expected amortization in 2025-2029. ​ ​ 17. Revenues, page 90 ​ 2. We note on pages 28 and 61 that other estimates used in recognizing revenue include allocating variable consideration to customer programs and incentive offerings, including pricing arrangements, promotions and other volume-based incentives at the time the sale is recorded. Please tell us how you have considered the relevant disclosure requirements of ASC 606 as it relates to your accounting for variable consideration, as set forth in ASC 606-10-50-1, 50-1(b), 50-17(b), and 50-20. ​ Response ​ In the referenced disclosures, variable consideration pertains primarily to volume-based sales rebate programs with distributors and key customers, that are estimated and recorded as a reduction to revenue in the same period as the corresponding sale. ​ Minimal judgment is required to accrue these incentives due to their non-complex nature and the limited use of assumptions in calculating their value based on current contractual requirements, reported actual sales volumes and recent historical trends. Incentive payments occur periodically throughout the year (monthly in many cases), reducing the reliance on assumptions and the level of uncertainty inherent in the Company’s reserve estimate. Consequently, the Company does not have a history of making material changes to its estimates related to these programs. ​ The Company considered the disclosure requirements of ASC 606-10-50-1, 50-1(b), 50-17(b), and 50-20 and in future filings, beginning with our 2025 quarterly report on Form 10-Q for the quarter ended March 31, 2025, the paragraph on page 61 in Footnote 2 – Significant Accounting Policies referring to variable consideration and the use of estimates in revenue recognition will be updated in a substantially similar format as the following: ​ Other estimates used in recognizing revenue include allocating variable consideration related to customer programs and incentive offerings, including pricing arrangements, promotions and other volume-based incentives at the time the sale is recorded. These estimates are non-complex in nature and are based primarily on historical experience and anticipated performance over the contract period. In addition, timely sales data is available, limiting estimation uncertainty. Based on the certainty in estimating these amounts, they are included in the transaction price of the contracts and the associated remaining performance obligations. ​ The Company recognizes revenue when collection of the consideration expected to be received in exchange for transferring goods or providing services is probable. ​ Consideration of Critical Accounting Estimates ​ The Company has also reevaluated its disclosure of revenue recognition as a critical accounting estimate on page 28 within the MD&A section of our Form 10-K. As defined by the SEC in Regulation S-K, Item 303, critical accounting estimates are those estimates made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the financial condition or results of operations of the registrant. ​ Upon reevaluation, the Company has determined that the material estimates used in our revenue recognition do not meet the criteria for being deemed critical. As noted above, these estimates do not require significant judgment nor rely on assumptions about highly uncertain matters. Further, the Company expect s that any reasonable adjustments to these estimates would not have a material impact on our financial statements, given their straightforward nature and minimal level of uncertainty in the assumptions used to calculate their value at the time of recognition. ​ In future filings, beginning with our 2025 annual report on Form 10-K for the year ended December 31, 2025, the Company will remove the revenue recognition disclosures from the Critical Accounting Estimates section within MD&A. ​ ​ 3. Please tell us how you applied the guidance in paragraphs ASC 606-10-55-89 through 55-91 when selecting the categories to use to disaggregate revenues. ​ Response ​ In determining the appropriate categories of disaggregation to present in accordance with ASC 606-10-50-5, the Company has assessed the nature, amount, timing and uncertainty of revenue and cash flows affected by the economic factors impacting revenue recognized. Based on this analysis, the Company has concluded that the objectives in ASC 606-10-50-5 and ASC 606-10-55-89 through 55-91 are met by disaggregating revenue in the following ways: (1) reportable segment and product and equipment sales or service and lease sales; and (2) reportable segment and geographical regions. ​ In reaching this conclusion, the Company has considered information provided in earnings releases, information provided to the chief operating decision maker (the “CODM”), as well as any other level of disaggregation that is used in the financial review process. Specifically, information provided to the CODM primarily includes revenue disaggregated by operating segment and by geographic region as the primary two lines of delineation. Additionally, revenue disaggregated by segment and by product and equipment sales and service and lease sales is intended to convey the timing of revenue recognition as product and equipment sales are recognized at a point in time and service and lease sales are recognized over time. Further, presentation of revenue by reportable segment and geography best depicts the uncertainty of such revenue and cash flows as each geography has similar economic environments (or economic factors impacting revenue). ​ The Company has assessed the factors listed in ASC 606-10-55-90, including the examples listed in ASC 606-10-55-91, and concluded that our revenue disaggregation as outlined above is appropriate. It is also consistent with the disclosures included within the Company’s earnings releases and the regular internal reporting provided to, and reviewed by, the Company’s CODM. The CODM regularly reviews disaggregated data and financial results predominantly by operating segment and by region. ​ *** ​ On behalf of the Company, I thank you for your consideration of our responses. Should the Staff have further questions or comments or need any further information or clarification, please do not hesitate to contact me. ​ ​ Sincerely, ​ ​ ​ ​ /s/ Scott D. Kirkland Scott D. Kirkland Chief Financial Officer ​

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 7, 2025

Scott Kirkland
Chief Financial Officer
Ecolab, Inc.
1 Ecolab Place
St. Paul, MN 55102

 Re: Ecolab, Inc.
 Form 10-K for the fiscal year ended December 31, 2024
 Filed February 21, 2025
 File No. 001-09328
Dear Scott Kirkland:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the fiscal year ended December 31, 2024
Consolidated Financial Statements
12. Income Taxes, page 81

1. We note discrete items include a tax benefit of $62.1 million associated
with capital
 losses and $30.4 million in additional basis of foreign intangible
assets. Please explain
 to us in greater detail the nature of and events that triggered these
discrete tax benefits.
 Please also include any pertinent details in future filings.
17. Revenues, page 90

2. We note on pages 28 and 61 that other estimates used in recognizing
revenue include
 allocating variable consideration to customer programs and incentive
offerings,
 including pricing arrangements, promotions and other volume-based
incentives at the
 time the sale is recorded. Please tell us how you have considered the
relevant
 disclosure requirements of ASC 606 as it relates to your accounting for
variable
 consideration, as set forth in ASC 606-10-50-1, 50-1(b), 50-17(b), and
50-20.
 April 7, 2025
Page 2

3. Please tell us how you applied the guidance in paragraphs ASC
606-10-55-89 through
 55-91 when selecting the categories to use to disaggregate revenues.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Michael Fay at 202-551-3812 or Li Xiao at 202-551-4391
with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
</TEXT>
</DOCUMENT>

CORRESP
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ECOLAB INC.

1 Ecolab Place

St. Paul, Minnesota 55102

November 4, 2021

​

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

​

 Re:

 Ecolab Inc.

Registration Statement on Form S-4

File No. 333-260580

Filed October 29, 2021

​

Ladies and Gentlemen:

​

In accordance with Rule 461 of the General Rules and Regulations of the Securities Act of 1933, Ecolab Inc. (the “Company”) hereby requests that the effective time and date of the Company’s above-referenced Registration Statement on Form S-4 (the “Registration Statement”) be accelerated to 10:00 a.m., Eastern time, on November 8, 2021 or as soon as practicable thereafter. Once the Registration Statement has been declared effective, we respectfully request that you confirm that event with our counsel, Brad Brasser of Jones Day, at (612) 217-8886, and that such effectiveness also be confirmed in writing.

​

Please contact Brad Brasser at Jones Day at (612) 217-8886 if you have any questions concerning the foregoing. Thank you for your attention to this matter.

​

​

 ​

 ​

​

 ​

 ​

​

 ​

 ​

​

 ​

 Very truly yours,

​

​

 ​

 ​

​

 ​

 ECOLAB INC.

​

 ​

 ​

​

 ​

 ​

​

 By:

 /s/ Catherine Loh

​

 Name:

 Catherine Loh

​

 Title:

 Vice President and Treasurer

​

 ​

 ​

​

cc:Jones Day

United States securities and exchange commission logo
November 4, 2021
Michael McCormick, Esq.
Executive Vice President, General Counsel and Secretary
Ecolab Inc.
1 Ecolab Place
St. Paul, Minnesota 55102
Re:Ecolab Inc.
Registration Statement on Form S-4
Filed October 29, 2021
File No. 333-260580
Dear Mr. McCormick:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Davis at 202-551-4385 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Bradley C. Brasser, Esq.

CORRESP
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ECOLAB INC.

1 Ecolab Place

St. Paul, Minnesota 55102

October 29, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E. Washington, D.C. 20549

 Re:

 Ecolab Inc.
Registration Statement on Form S-4

Ladies and Gentlemen:

Ecolab Inc., a Delaware corporation (the “Registrant”), the sole obligor under its 2.750% Notes due 2055 (the “Original Notes”), is registering an exchange offer (the “Exchange Offer”) pursuant to the above referenced Registration Statement in reliance on the position of the Staff of the Securities and Exchange Commission (the “Staff”) enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (available April 13, 1988) (hereinafter, Exxon Capital Holdings), Morgan Stanley & Co. Inc., SEC No-Action Letter (available June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (available July 2, 1993) (hereinafter, Shearman & Sterling).  The Registrant represents as follows:

1. The Registrant has not entered into any arrangement or understanding with any person who will receive the 2.750% Notes due 2055 in the Exchange Offer (the “Exchange Notes”) to distribute those securities following the completion of the Exchange Offer.  To the best of the Registrant’s information and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange Offer.

2. In this regard, the Registrant will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if such person is participating in the Exchange Offer for the purpose of distributing the Exchange Notes to be acquired in the Exchange Offer, such person (i) cannot rely on the Staff position enunciated in Exxon Capital Holdings or interpretive letters to similar effect and (ii) must comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”) in connection with a secondary resale transaction.

3. The Registrant acknowledges that such a secondary resale transaction by such person participating in the Exchange Offer for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act.

4. The Registrant further represents that with respect to any broker-dealer that participates in the Exchange Offer with respect to outstanding securities acquired for its own account as a result of market-making activities or other trading activities, each such broker-dealer must confirm that it has not entered into any agreement or understanding with the Registrant or any affiliate of the Registrant to distribute the Exchange Notes.

5. The Registrant will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any broker-dealer who holds Original Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Original Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act (as described in Shearman & Sterling) in connection with any resale of such Exchange Notes.

6. The Registrant will require each person participating in the Exchange Offer to represent to the following provisions:

 (a) If the exchange offeree is not a broker-dealer, an acknowledgement that it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes.

 (b) If the exchange offeree is a broker-dealer holding Original Notes acquired for its own account as a result of market-making activities or other trading activities, an acknowledgment that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Original Notes pursuant to the Exchange Offer, and a statement to the effect that by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

​

​

 ​

 ​

​

 ​

 ​

​

 ​

 ​

​

 ​

 Very truly yours,

​

​

 ​

 ​

​

 ​

 ECOLAB INC.

​

 ​

 ​

​

 ​

 ​

​

 By:

 /s/ Catherine Loh

​

 Name:

 Catherine Loh

​

 Title:

 Vice President and Treasurer

​

 ​

 ​

​

cc:Jones Day

August 1, 2018
Daniel Schmechel
Chief Financial Officer and Treasurer
ECOLAB INC.
1 Ecolab Place
St. Paul, Minnesota 55102
Re:ECOLAB INC.
Form 10-K for the fiscal year ended Decemebr 31, 2017
Filed on February 23, 2018
Form 10-Q for the period ended March 31, 2018
Filed on May 3, 2018
File No. 1-9328
Dear Mr. Schmechel:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Division of Corporation Finance
Office of Manufacturing and
Construction

CORRESP
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			ecl_Current folio_SEC Comment Letter Response

						1 Ecolab Place

						ST. PAUL, MN  55102-1390

			July 31, 2018

			Mr. Ameen Hamady

			United States Securities and Exchange Commission

			Division of Corporation Finance

			100 F Street, N.E.

			Washington, D.C. 20549-7010

						Re:

						Ecolab Inc.

						Form 10-K for fiscal year ended December 31, 2017

						Filed on February 23, 2018

						Form 10-Q for the period ended March 31, 2018

						File No. 1-9328

			Dear Mr. Hamady:

			This letter is written in response to the Staff’s comment letter dated July 18, 2018 on the Form 10-Q of Ecolab Inc. (“the Company”, “we” or “our”) for the period ended March 31, 2018. For ease of reference, the numbered responses correspond to the paragraphs as numbered within the comment letter. We have also included the Staff’s comment along with our response to assist in the review process.

			Form 10-Q for the period ended March 31, 2018

			14. Revenues, page 22

				 1.

			We note your disclosure that the Company records estimated reserves for anticipated uncollectible accounts at the time of sale. Please tell us how you considered the guidance in ASC 606-10-25-1(e) in determining whether you have a contract with a customer.

			Page 2

			Response

			We respectfully acknowledge the Staff’s comment on recording estimated reserves for anticipated uncollectible accounts at the time of sale. In was not our intention to indicate that we recognize revenue for sales that are not probable of collection. We record revenues in accordance with the contract terms and to the extent collection is probable in accordance with ASC 606-10-25-1(e). We follow the guidance in recording allowances for uncollectible accounts as disclosed in our Form 10-K which is as follows:

			“Accounts receivable are carried at the invoiced amounts, less an allowance for doubtful accounts, and generally do not bear interest. The Company estimates the balance of allowance for doubtful accounts by analyzing accounts receivable balances by age and applying a historical write-off and collection trend rates. The Company’s estimates include separately providing for customer receivables based on specific circumstances and credit conditions, and when it is deemed probable that the balance is uncollectible. Account balances are written off against the allowance when it is determined that the receivable will not be recovered.”

			In future filings, beginning with our 2018 quarterly report on Form 10-Q for the quarter ended June 30, 2018, we will revise our paragraph referring to using estimates in recognizing revenue to be as follows:

			“Other estimates used in recognizing revenue include allocating variable consideration to customer programs and incentive offerings, including pricing arrangements, promotions and other volume-based incentives at the time the sale is recorded. These estimates are based primarily on historical experience and anticipated performance over the contract period. Based on the certainty in estimating these amounts, they are included in the transaction price of the contracts and the associated remaining performance obligations. The Company recognizes revenue when collection of the consideration expected to be received in exchange for transferring goods or providing services is probable. The Company also records estimated reserves for anticipated uncollectible accounts and for product returns and credits at the time of sale.”

				 2.

			We note your disclosure that you recognize revenue for leased equipment over time utilizing an input method as this method aligns most appropriately with when the costs are incurred to provide access to the leased equipment to the customer. Please tell us how you scope these leasing transactions under US GAAP and the basis for the scoping. To the extent you have determined that you are subject to the guidance in ASC 606, please disclose the input method used and how is it applied when recognizing revenue for your leased equipment performance obligations. See ASC 606-10-50-18.

			Page 3

			Response

			We respectfully acknowledge the Staff’s comment on revenue recognition for leased equipment. Our lease revenue primarily relates to leasing of warewashing equipment and we account for that revenue under the guidance of ASC 840 Leases. The revenue for leased equipment is recognized on a straight-line basis over the length of the lease contract.

			We acknowledge that the basis of revenue recognition and the method applied for leased equipment is not specified or clear within the current disclosures and therefore we will revise future filings to clarify lease revenue is recognized in accordance with ASC 840 and disclose the method applied.

			In future filings, beginning with our 2018 quarterly report on Form 10-Q for the quarter ended June 30, 2018, we will revise our paragraph referring to revenue recognition for leased equipment to be as follows:

			“Revenue for leased equipment is accounted for under Topic 840 Leases and recognized on a straight-line basis over the length of the lease contract.”

			***

			On behalf of the Company, I thank you for your consideration of our responses. Should the Staff have further questions or comments or need any further information or clarification, please do not hesitate to contact me.

			Sincerely,

						/s/ Daniel J. Schmechel

						Daniel J. Schmechel

						Chief Financial Officer

July 18, 2018
Daniel Schmechel
Chief Financial Officer and Treasurer
ECOLAB INC.
1 Ecolab Place
St. Paul, Minnesota 55102
Re:ECOLAB INC.
Form 10-K for the fiscal year ended Decemebr 31, 2017
Filed on February 23, 2018
Form 10-Q for the period ended March 31, 2018
Filed on May 3, 2018
File No. 1-9328
Dear Mr. Schmechel:
            We have limited our review of your filing to the financial statements and related
disclosures and 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-Q for the period ended March 31, 2018
14. Revenues, page 22
1.We note your disclosure that the Company records estimated reserves for anticipated
uncollectible accounts at the time of sale. Please tell us how you considered the guidance
in ASC 606-10-25-1(e) in determining whether you have a contract with a customer.
2.We note your disclosure that you recognize revenue for leased equipment over time
utilizing an input method as this method aligns most appropriately with when the costs are
incurred to provide access to the leased equipment to the customer. Please tell us how you
scope these leasing transactions under US GAAP and the basis for the scoping. To the
extent you have determined that you are subject to the guidance in ASC 606, please

 FirstName LastNameDaniel  Schmechel
 Comapany NameECOLAB INC.
 July 18, 2018 Page 2
 FirstName LastName
Daniel  Schmechel
ECOLAB INC.
July 18, 2018
Page 2
disclose the input method used and how it is applied  when recognizing revenue for your
leased equipment performance obligations. See ASC 606-10-50-18.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Ameen Hamady at 202-551-3891 or in his absence Melissa Rocha at
202-551-3854 with any questions.
Division of Corporation Finance
Office of Manufacturing and
Construction

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ECOLAB INC.
  1 Ecolab Place

St. Paul, Minnesota 55102

March 16, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:                             Ecolab Inc.

Registration Statement on Form S-4

File No. 333-223174

Filed February 23, 2018

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Ecolab Inc. (the “Registrant”) hereby respectfully requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 2:00 p.m. EST on March 20, 2018, or as soon as thereafter practicable.

We request that we be notified of such effectiveness by a telephone call to Steven Forbes of Skadden, Arps, Slate, Meagher & Flom LLP, the Registrant’s counsel, at (312) 407-0744, and that such effectiveness also be confirmed in writing.

Very truly yours,

ECOLAB INC.

By:

/s/ Kristen Bettmann

Name: Kristen Bettmann

Title:Assistant Treasurer

cc:

Skadden,   Arps, Slate, Meagher & Flom LLP

CORRESP
1
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ECOLAB INC.
  1 Ecolab Place

St. Paul, Minnesota 55102

February 23, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:

Ecolab Inc.

Registration Statement on Form S-4

Ladies and Gentlemen:

Ecolab Inc., a Delaware corporation (the “Registrant”), the sole obligor under its 3.250% Senior Notes due 2027 and 3.950% Senior Notes due 2047 (collectively, the “Original Notes”), is registering an exchange offer (the “Exchange Offer”) pursuant to the above referenced Registration Statement in reliance on the position of the Staff of the Securities and Exchange Commission (the “Staff”) enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (available April 13, 1988) (hereinafter, Exxon Capital Holdings), Morgan Stanley & Co. Inc., SEC No-Action Letter (available June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (available July 2, 1993) (hereinafter, Shearman & Sterling).  The Registrant represents as follows:

1.                                      The Registrant has not entered into any arrangement or understanding with any person who will receive the 3.250% Senior Notes due 2027 or 3.950% Senior Notes due 2047 in the Exchange Offer (collectively, the “Exchange Notes”) to distribute those securities following the completion of the Exchange Offer.  To the best of the Registrant’s information and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange Offer.

2.                                      In this regard, the Registrant will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if such person is participating in the Exchange Offer for the purpose of distributing the Exchange Notes to be acquired in the Exchange Offer, such person (i) cannot rely on the Staff position enunciated in Exxon Capital Holdings or interpretive letters to similar effect and (ii) must comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”) in connection with a secondary resale transaction.

3.                                      The Registrant acknowledges that such a secondary resale transaction by such person participating in the Exchange Offer for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K under the Securities Act.

4.                                      The Registrant further represents that with respect to any broker-dealer that participates in the Exchange Offer with respect to outstanding securities acquired for its own account as a result of market-making activities or other trading activities, each such broker-dealer must confirm that it has not entered into any agreement or understanding with the Registrant or any affiliate of the Registrant to distribute the Exchange Notes.

5.                                      The Registrant will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any broker-dealer who holds Original Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Original Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act (as described in Shearman & Sterling) in connection with any resale of such Exchange Notes.

6.                                      The Registrant will require each person participating in the Exchange Offer to represent to the following provisions:

(a)                                 If the exchange offeree is not a broker-dealer, an acknowledgement that it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes.

(b)                                 If the exchange offeree is a broker-dealer holding Original Notes acquired for its own account as a result of market-making activities or other trading activities, an acknowledgment that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Original Notes pursuant to the Exchange Offer, and a statement to the effect that by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

2

Very truly yours,

ECOLAB INC.

By:

/s/ Kristen Bettmann

Name:

Kristen Bettmann

Title:

Assistant Treasurer

cc:                                Skadden, Arps, Slate, Meagher & Flom LLP

June 16 , 2016
Mail Stop 4631

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

Re: Ecolab , Inc.
Form 10 -K for F iscal  Year Ended December 31, 2015
Filed February 29, 2016
File No. 1-9328

Dear Mr. Schmechel :

We have completed our review of your filing s.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Terence O ’Brien

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

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370 WABASHA STREET NORTH

ST. PAUL, MN 55102-1390

June 13, 2016

Ms. Melissa N. Rocha
 United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549-7010

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

Dear Ms. Rocha:

This letter is written in response to the Staff’s comment letter dated May 27, 2016 on the Form 10-K of Ecolab Inc. (“the company”, “we” or “our”) for the year ended December 31, 2015. For ease of reference, the numbered responses correspond to the paragraphs as numbered within the comment letter. We have also included the Staff’s comment along with our response to assist in the review process.

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 rate 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 operations changed from a 6.1% decrease to your effective tax rate in 2014 to an 8.1% decrease to the effective tax rate in 2015 while the proportion of income before income taxes for your international operations remained at

Page 2

approximately 44% of total income 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 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 Sections 501.12.b.3 and 501.12.b.4. of the Financial Reporting Codification for guidance.

Response

We respectfully acknowledge the Staff’s comment to disclose material factors impacting our income tax expense, in reference to both Regulation S-K and the Financial Reporting Codification.

Specific to the Staff’s question on the impact of foreign operations of 2.0 percentage points on our effective tax rate from 2014 to 2015, while the proportion of international income before income taxes did not change materially, the underlying geographic mix changes, as a result of special charges and global tax planning projects previously discussed on pages 37 and 38 of our 2015 Form 10-K, impacted our year-over-year effective tax rate.

To help readers of our financial statements understand material changes to our reported tax rate, commentary provided within the MD&A focuses on the impact of special gains and charges, discrete tax events and other material period-to-period changes, including the impact of global tax planning strategies and geographic income mix.

To the extent material, we will continue to provide MD&A commentary on the fluctuations impacting our effective tax rate, with enhancements related to our expectations of material trends.

Venezuela, page 36

2.            We note that your fourth quarter impairment charge included $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.

Response

We confirm that all intercompany receivables with Venezuela have been written off.

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 operations and liquidity.

Response

Subsequent to the deconsolidation of our Venezuelan subsidiaries in the fourth quarter of 2015, our liquidity and results of operations exposure resulting from changes in the Venezuela economic situation are insignificant.

Page 3

As noted on page 47 of our 2015 Form 10-K, beginning in 2016, we have excluded the operating results of our Venezuelan subsidiaries from our consolidated financial statements, with revenue recorded related to the sale of inventory to our Venezuelan subsidiaries to the extent that cash is received for those sales. Such activity during the first quarter of 2016 represented less than 0.5% of consolidated Ecolab net sales, and because of the immaterial value, was not disclosed.  We will continue to monitor activity with our former consolidated Venezuelan subsidiaries, and to the extent material to future filings, provide appropriate disclosure and commentary.

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. Please refer to Item 303(a)(3) of Regulation S-K and Section 501.12 of the Financial Reporting Codification for guidance.

Response

We respectfully acknowledge the Staff’s comment to quantify revenue drivers at the segment level in reference to both Regulation S-K and the Financial Reporting Codification.

In future filings, beginning with our 2016 quarterly report on Form 10-Q for the quarter ended June 30, 2016, we will include tabular presentation of revenue changes at the reportable segment level, similar to our current presentation at a consolidated revenue level. Using the 2015 and 2014 inputs of our Global Institutional reportable segment on page 40 of our 2015 Form 10-K as an example, the Net Sales tabular presentation will be reflected as follows:

Net Sales

2015

2014

Sales at fixed currency   (millions)

$

4,393.2

$

4,157.9

Volume

4%

Price changes

1%

Acquisition adjusted   fixed currency sales change

5%

Acquisitions and   divestitures

1%

Fixed currency sales   change

6%

Foreign currency   translation

(6)%

Public currency sales   change

0%

5.            Please quantify the impact of factors disclosed as materially impacting operating income for each period presented at the segment level. Examples 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 pricing gains, which more than offset investments in the business.”

Page 4

·                 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 product 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, which 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.

Response

We respectfully acknowledge the Staff’s comment to quantify operating income drivers at the segment level in reference to both Regulation S-K and the Financial Reporting Codification. As noted in the introductory text to the MD&A on page 26 of our 2015 Form 10-K, our historic practice has been to provide qualitative factors at the segment level generally ordered based on estimated significance. Such practice has been designed to describe a series of factors contributing to the underlying change.

To promote further understanding, in future filings, beginning with our 2016 quarterly report on Form 10-Q for the quarter ended June 30, 2016, to the extent practicable and useful to understand the qualitative discussion, we will include additional quantitative analysis on the material underlying factors. Using the Global Institutional segment text from the Staff’s comment directly above, an example of future segment level operating income discussion will read as follows:

“Fixed currency operating income growth in 2015 and the corresponding margin increase of 1.2 percentage points benefited from the combination of pricing gains, product mix changes and sales volume increases, which collectively had a positive impact on operating income margins of approximately 1.9 percentage points. Additionally, delivered product costs savings benefits were offset by other investments in the business.”

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 deposited 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.

Page 5

Response

Of the $56.3 million net charge, $41.6 million is made up of litigation related charges, $13.9 million is made up of the loss on sale of the Ecovation business, with the remainder made up of other immaterial items, including the approximate $1 million Champion escrow settlement amount discussed below.

The litigation related charges were comprised of accruals and settlements of two class action lawsuits described previously on page 86 of our 2015 Form 10-K. As noted on page 86, the accruals and settlements were not material to our operations or financial position.

As disclosed on page 70 of our 2015 Form 10-K, during 2015, we reached a settlement of approximately $35 million regarding the indemnification obligations of Champion’s former stockholders. The recovered funds adjusted certain other asset and other liability positions of approximately $30 million on our Consolidated Balance Sheet, the largest component of which was the reduction of approximately $25 million related to tax asset positions expected to be recovered, originally established during the Champion purchase accounting. Additionally, approximately $4 million was reflected in selling, general and administrative expenses, with the remaining approximate $1 million recorded in special (gains) and charges.

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 remeasured to fair value on a nonrecurring basis.

Response

The carrying value of the assets prior to impairment was approximately $37 million, which subsequent to the impairment charge of approximately $25 million, reduced the carrying value to approximately $12 million. Due to the immaterial size of the remaining value in context to our total asset position of $18.6 billion, we did not include disclosures related to assets and liabilities remeasured to fair value on a non-recurring basis.

***

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

Page 6

On behalf of the company, I thank you for your consideration of our responses. Should the Staff have further questions or comments or need any further information or clarification, please do not hesitate to contact me.

Sincerely,

/s/ Daniel J. Schmechel

Daniel J. Schmechel

Chief Financial Officer

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

June 9 , 2015

Via Email
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 , 2014
Filed February 27 , 2015
and Documents Incorporated by Reference
Form 10 -Q for Fiscal Quarter Ended March 31, 2015
Filed May 7, 2015
File No. 1-9328

Dear Mr. Schmechel :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated b y the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include the
information the Securiti es Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Terence O ’Brien

Terence O’ Brien
Accounting Branch Chief

CORRESP
1
filename1.htm

370   WABASHA STREET NORTH

ST.   PAUL, MN 55102-1390

June 5, 2015

Mr. Terence O’Brien
 United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, D.C. 20549-7010

Re:                        Ecolab Inc.
 Form 10-K for Fiscal Year Ended December 31, 2014
 Filed February 27, 2015
 and Documents Incorporated by Reference
 Form 10-Q for Fiscal Quarter Ended March 31, 2015
 File May 7, 2015
 Response Dated May 8, 2015
 File No. 1-9328

Dear Mr. O’Brien:

This letter is written in response to the Staff’s comment letter dated May 21, 2015 on the Company’s Form 10-K for the year ended December 31, 2014 and the Company’s Form 10-Q for the quarterly period ended March 31, 2015. For ease of reference, the numbered responses correspond to the numbered paragraphs of the comment letter. We have also included the Staff’s comment along with our response to assist in the review process.

Form 10-K for the period ended December 31, 2014

Annual Report

Critical Accounting Estimates, page 14

Long Lived Assets, Intangible Assets and Goodwill, page 17

Page  2

1.            We note your response to our letter dated May 8, 2015. We note that you consider various factors when determining the appropriate method of amortization for your acquired customer relationships. Please expand your disclosures to discuss these factors as well as the less certain post-acquisition operations activities that would induce uncertainty in the factors that give rise to the pattern of economic benefit. Please disclose how accurate your assumptions have been in the past and whether the assumptions are reasonably likely to change in the future. Describe the potential changes in circumstances that could affect the key assumptions and the impact the change would have on your financial statements. Refer to SEC Release 33-8350 and Section 501.14 of the Financial Reporting Codification for additional guidance.

Response

In future filings, beginning with our 2015 Form 10-K, we will include the following additional disclosures within the Critical Accounting Estimates section of our MD&A:

“We use the straight-line method to recognize amortization expense related to our amortizable intangible assets, including our customer relationships. We consider various factors when determining the appropriate method of amortization for our customer relationships, including projected sales data, customer attrition rates and length of key customer relationships.

Globally, we have a broad customer base. Our retention rate of significant customers has aligned with our acquisition assumptions, including the customer base acquired in our recent Nalco and Champion transactions, which make up the majority of our unamortized customer relationships. Our historical retention rate, coupled with our consistent track record of keeping long-term relationships with our customers, supports our expectation of consistent sales generation for the foreseeable future from the acquired customer base. Our customer retention rate and history of maintaining long-term relationships with our significant customers are not expected to change in the future. Additionally, other less certain post-acquisition operational assumptions related to future capital investments and working capital, as well as the impact of discount rate assumptions, induce variability and uncertainty in the pattern of economic benefits of our acquired customer relationships. If our customer retention rate or other post-acquisition operational activities changed materially, we would evaluate the financial impact and any corresponding triggers which could result in an acceleration of amortization or impairment of our customer relationship intangible assets.”

Form 10-Q for the period ended March 31, 2015

Note 10 – Shareholder’s Equity, page 28

2.            We note your disclosures related to your accelerated share repurchase agreement with an unrelated financial institution to purchase $300 million of your common stock. Please explain in more detail the terms of the agreement including the settlement alternatives and any pricing

Page  3

adjustments. Please tell us and disclose how you are accounting for this transaction. Your response should detail how you considered the guidance under ASC 505-30-25-5 and 25-6, ASC 480, ASC 815-40. Furthermore, please tell us and disclose what impact the accelerated share repurchase agreement had on your EPS calculation as of March 31, 2015. Specifically, tell us how you considered the guidance under ASC 260-10-45-45 and ASC 260-10-45-63.

Response

For purposes of our response, we have broken the comment into separate sub topics, as noted below.

Accelerated Stock Repurchase (“ASR”) agreement terms, settlement alternatives and pricing adjustments

At the commencement of the ASR, on February 27, 2015, we paid a purchase price of $300 million (the “Payment Amount”) to JPMorgan and JPMorgan delivered to us 2,066,293 shares of our common stock (the “Initial Share Delivery”), which represented approximately 80% of the shares expected to be repurchased pursuant to the ASR based on the price of our common stock at that time.  On April 28, 2015, the ASR program was completed. Based on the terms of the ASR, the total number of shares repurchased under the ASR was based on the volume-weighted average price (“VWAP”) of our common stock (the “Final Price”), less a discount provided for in the terms of the ASR (the “Adjustment”), during the repurchase period from February 27, 2015 to the termination date of the ASR, as reflected in the following formula:

Final share delivery = (i) Payment Amount ÷ (Final Price – Adjustment) – (ii) Initial Share Delivery.

If the resulting amount was positive, which was the case, JPMorgan was obligated to deliver additional shares to us at the termination of the ASR.  Based on the above formula, we received 555,511 additional shares, bringing the total number of shares purchased under the ASR to 2,621,804 shares of our common stock, which represents a VWAP, as adjusted, of $114.425 per share over the duration of the ASR.  If, on the other hand, the Final Price less the Adjustment had exceeded by a sufficient amount the price of our common stock at the commencement of the ASR, then we, at our election, would deliver shares or the cash equivalent, back to JPMorgan.

ASC 505-30-25-5 and 25-6

The ASR was accounted for as two separate transactions (i) a treasury stock repurchase recorded on the acquisition date and (ii) a forward contract indexed to our own common stock.

The treasury stock repurchase was a cash transaction, reducing cash for the amount paid to JPMorgan with equity reduced for the corresponding amount, as the shares were delivered.

Page  4

The forward contract was accounted for as a derivative indexed to our own stock and an equity transaction. As discussed further below, the forward contract is outside the scope of ASC 480. The forward contract was accounted for as an equity transaction as it meets the criteria of ASC 815.

ASC 480

The forward contract was considered outside of the scope of ASC 480 because under no circumstances were we required to deliver cash to JPMorgan. In arriving at this conclusion, we considered the following factors, as noted with ASC 480-10-25:

·                  JPMorgan did not hold any mandatorily redeemable instruments of Ecolab.

·                  The ASR agreement did not include any conditional obligations requiring us to redeem the shares/transfer assets to JPMorgan.

·                  We made all required payments at inception – i.e. at the prepayment date, and had no further obligation to deliver any cash subsequent to that time.

·                  We had no fixed monetary obligation to JPMorgan. The settlement amount was indexed only to the fair value of our stock and was not impacted by variations to movements other than our stock, nor was it inversely related to changes in our stock.

ASC 815-40

As the forward contract component was outside the scope of ASC 480, we next determined whether it should be accounted for as a derivative under ASC 815.

ASC 815-40 permits equity classification for forward sale contracts which will be physically settled provided the requirements in ASC 815-40-25 are satisfied. In order to determine if the forward contract should be classified as stockholder’s equity rather than a liability, we considered the following factors, as noted within ASC 815-40-25:

·                  No requirements for net-cash settlement existed in the ASR contract. We paid $300 million upfront with no future obligations to settle in cash. In an early termination event, we could have elected to be paid amounts due in shares or cash, but there was no requirement for net-cash settlement.

·                  Based on the terms of the ASR agreement and our authorized shares available, we were able to settle in unregistered shares.

·                  We had a sufficient number of authorized and issuable shares in order to deliver shares up to the maximum share limit.

·                  A stated maximum defined the maximum amount of shares required to be delivered at settlement.

·                  Per the governing contract there were no penalties if we failed to make timely filings with the SEC.

Page  5

·                  In the event a settlement amount was owed by us to JPMorgan, a top-up could have been required following a private placement or registered offering in which the sale proceeds were insufficient to meet our obligation under the contract.  However, we had the ability to settle the top-up in additional shares, subject to the maximum number of shares due as discussed above. Thus, there was no cash payment required.

·                  Cash settlement was required only in specific circumstances (Cash Merger Event, Tender Offer, Nationalization or Insolvency) in which holders of shares underlying the contract also would receive cash in exchange for their shares.

·                  As contractually stated in the ASR confirmation between us and JPMorgan, in the event of bankruptcy by us, JPMorgan had no rights or claims senior in priority to the rights and claims of the holders of common stock underlying the contract.

·                  The ASR transaction was not secured by any collateral. Additionally, per the terms of the ASR agreement there was no netting against any other obligations of the parties under any circumstances.

ASC 815-40-15 provides an exception for contracts issued or held that are both indexed to a company’s own stock and classified as stockholder’s equity. We considered the required two-step process in ASC 815-40-15 to evaluate whether the forward contract was considered indexed to our stock as follows:

Step 1- Evaluate whether contingent exercise provisions are indexed only to Ecolab stock.

The contingent exercise provisions evaluation was satisfied given that the early termination provisions within the forward contract were not based on an observable market other than Ecolab’s market, nor were the contingent exercise provisions based on an observable index, other than the index calculated or measured solely with reference to Ecolab’s own operations.

Step 2 - Evaluate whether settlement provisions are indexed only to Ecolab stock

The settlement provisions evaluation was satisfied given that the settlement of the forward agreement was solely based on the movements in Ecolab stock and on the difference between the initial price and fair value of a fixed amount of Ecolab shares. All settlement amounts and potential adjustments were solely based on standard option pricing model inputs as allowed in ASC 815-40-15-7E (including expected dividends and stock price volatility).

Settlement at the full term of the agreement was identical with the settlement as defined previously for early termination events.

Page  6

Satisfying both Step 1 and Step 2 of ASC 815-40-15 indicated that the forward contract was considered indexed to Ecolab stock and therefore eligible to be accounted for as an equity transaction.

Based on the above discussion, the forward contract was accounted for as an equity transaction.

Impact to EPS calculation as of March 31, 2015, including impact of ASC 260-10-45-45 and 45-63

For purposes of our consolidated EPS calculation, the initial delivery of shares, as well as the additional receipt of shares at settlement resulted in a reduction to our common stock outstanding used to calculate earnings per share. The impact to our EPS calculation as of March 31, 2015 was not material.

ASC 260-10-45-45 indicates that if an entity issues a contract that may be settled in common stock or in cash at the election of either the entity or the holder, the determination of whether that contract shall be reflected in the computation of diluted EPS be made based on the facts available each period. It shall be presumed that the contract will be settled in common stock and the resulting potential common shares included in diluted EPS, if the effect is more dilutive. As of March 31, 2015, we were not in a position where we owed shares to JPMorgan, and as such the impact of the ASR contract was not dilutive to our EPS calculation.

ASC 260-10-45-63 indicates that in a forward contract to issue an entity’s own equity shares, a provision that reduces the contract price per share when dividends are declared on the issuing entity’s common stock represents a participation right. Such a provision constitutes a participation right because it results in a non-contingent transfer of value to the holder of the forward contract for dividends declared during the forward contract period. Based on the provisions of the ASR contract, these factors were not met, therefore we did not have participating securities and the two-class EPS calculation method was not required.

Updated Future Disclosures

In future filings, beginning with our 2015 second quarter Form 10-Q, we will include additional disclosures regarding the accounting for our ASR transaction, as well as the impact on our EPS calculation as follows:

“In February 2015, under the existing repurchase authorization discussed previously, the company announced a $1.0 billion share repurchase program, which is expected to be completed by mid-2016.

As part of this program, the company entered into an accelerated stock repurchase (“ASR”) agreement with a financial institution to repurchase $300 million of its common stock. Under the ASR, the company received 2,066,293 shares of its common stock in February 2015, which was approximately 80% of the total number of shares the company expected to be repurchased under the ASR, based on the price of the company’s common stock at that time.

Page  7

The final per share purchase price and the total number of shares to be repurchased under the ASR agreement generally were based on the volume-weighted average price of the company’s common stock during the term of the agreement. Upon final settlement of the ASR agreement, under certain circumstances, the financial institution was obligated to deliver additional shares to the company or the company was obligated to deliver additional shares of common stock or make a cash payment, at the company’s election, to the financial institution. As of March 31, 2015, the financial institution was obligated to deliver additional shares to the company. As such the impact of the ASR was not dilutive to the company’s earnings per share calculation. Additionally, the ASR agreement did not trigger the two-class earnings per share methodology.

From February 2015 through settlement in April 2015, the unsettled portion of the ASR met the criteria to be accounted for as a forward contract indexed to the company’s stock and qualified as an equity transaction. In connection with the finalization of the ASR in April 2015, the company received an additional 555,511 shares o

May 21 , 2015

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

Re: Ecolab  Inc.
 Form 10 -K for Fiscal Year Ended December 31 , 2014
Filed February  27, 2015
and Documents Incorporated by Reference
Form 10 -Q for Fiscal Quarter Ended March 31, 2015
Filed May 7, 2015
Response Dated May 8, 2015
File No. 1-9328

Dear Mr. Schmechel :

We have reviewed your  response letter dated May 8, 2015 , and 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 provi ding 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 circumstances, please tell us why in your response.

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

Form 10 -K for the period ended December 31 , 2014

Annual Report

Critical Accounting Estimates, page 14
Long Lived Assets, Intangible Assets and Goodwill , page 17

1. We note your response to our letter dated May 8, 2015. We note that you consider
various factors when determining the appropriate method of amortization for your
acquired customer relationships.  Please expand your disclosures to discuss these factors
as well as the less certain post -acquisition operations activities that would induce
uncertainty in the factors that give rise to the pattern of economic benefit. P lease disclose
how accurate your a ssumption s have  been in the past and whether the assumption s are

Mr. Schmechel
Ecolab  Inc.
May 21 , 2015
Page 2

 reasonably likely to change in the future. Describe the potential changes in circumstances
that could affect the key assumptions and the impact the change would have on your
financial statements. Refer to SEC Release 33 -8350 and Section 501.14 of the Fi nancial
Reporting Codification for additional guidance.

Form 10 -Q for the period ended March 31, 2015

Note 10 – Shareholder’s Equity, page 28

2. We note your disclosures related to your accelerated  share  repurchase  agreement  with an
unrelated financial institution to purchase $300 million of your common stock. Please
explain in more detail the terms of the agreement including the settlement alternatives
and any pricing adjustments.  Please tell us and disclose how you are acc ounting for this
transaction.  Your response should detail how you considered the guidance under ASC
505-30-25-5 and 25 -6, ASC 480, ASC 815 -40. Furthermore, please tell us and disclose
what impact the accelerated share repurchase agreement had on your EPS calculation as
of March 31, 2015. Specifically, tell us how you considered the guidance under ASC
260-10-45-45 and ASC 260 -10-45-63.

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 acc uracy
and adequacy of the disclosures they have made.

You may contact 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/ Terence O ’Brien

Terence O’Brien
Accounting Branch Chief

CORRESP
1
filename1.htm

370 WABASHA STREET NORTH

ST. PAUL, MN 55102-1390

May 8, 2015

Mr. Terence O’Brien

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Re:

Ecolab Inc.

Form 10-K for Fiscal   Year Ended December 31, 2014

Filed February 27,   2015

and Documents   Incorporated by Reference

File No. 1-9328

Dear Mr. O’Brien:

This letter is written in response to the Staff’s comment letter dated April 24, 2015 on the Company’s Form 10-K for the year ended December 31, 2014. For ease of reference, the numbered responses correspond to the numbered paragraphs of the comment letter.  We have also included the Staff’s comment along with our response to assist in the review process.

Form 10-K for the period ended December 31, 2014

Annual Report

Global Economic and Political Environment, page 29

1.            We note your disclosure on the Venezuela foreign currency translation and Ecolab’s continued use of the fixed currency exchange rate of 6.30 bolivars to 1 US dollar as it remains legally available and Ecolab has continued to transact at this rate. We further note that on page 29, you disclose the potential range of loss if you determine your net monetary assets should be remeasured at a less favorable exchange rate. Please tell us your consideration about whether there also could be a related impairment charge on your non-monetary assets considering the lower U.S. dollar-equivalent cash flows that

Page 2

could impact your Venezuelan business and what your consideration was for disclosing that effect in your discussion on the devaluation risk attributed to Venezuela.

Response

We closely monitor the complex economic and political conditions with respect to our operations in Venezuela and make updates each quarter to our disclosures to appropriately reflect the underlying operating conditions within the country. As discussed in the Global Economic and Political Environment section of our 2014 Form 10-K, throughout 2014 the official fixed currency exchange rate of 6.30 bolivars to 1 U.S. dollar remained legally available to us and we continued to transact at this rate. As such, during 2014, we remeasured our net monetary assets at the official exchange rate of 6.30 bolivars to 1 U.S. dollar.

Our non-monetary and other net assets at February 28, 2015 in Venezuela of $115 million are largely comprised of accounts receivable ($30 million, denominated in U.S. dollars), inventory ($25 million), property, plant and equipment ($25 million), and other intangibles assets, excluding goodwill ($35 million).

Impairment risk related to our non-monetary and other net assets was deemed minimal based on the following factors:

·                  Our Venezuelan operations generated positive operating income throughout 2014 and through the first quarter of 2015.

·                  Approximately 65% of our business in Venezuela is conducted through our Energy operating unit and our largest customer is Petróleos de Venezuela, the Venezuelan state-owned oil and natural gas company. Under current contract arrangements, certain transactions are completed in U.S. dollars, making that portion of our business in Venezuela less dependent on a bolivar to U.S. dollar devaluation.

·                  During historical currency devaluations in Venezuela, we have been able to maintain our operating margins through targeted price increases.

We acknowledge that in the future, if U.S. dollar equivalent cash flows of all or a portion of our business in Venezuela were to decline significantly, either as a result of a currency devaluation or other economic events, additional evaluation of the corresponding non-monetary assets and other net assets for potential impairment will be performed.

Goodwill is aligned to our ten reporting units and is tested for impairment on an annual basis during the second quarter. Our Venezuelan operations are aligned to five of the ten reporting units. Based on our operating performance in Venezuela during the first quarter of 2015, as well as the relative size of the Venezuelan operations in comparison to the five respective global reporting units, updating our goodwill impairment testing during the first quarter of 2015 was not deemed necessary.

Page 3

In future filings, we will address our considerations related to impairment charges regarding our non-monetary and other net assets, in addition to our disclosures regarding the currency exchange rate at which we transact business in Venezuela and our net monetary asset exposure, with the following language included within the Management Discussion and Analysis section of our Form 10-Q for the quarter ended March 31, 2015:

“As of February 28, 2015, we had other net assets in Venezuela of $115 million, largely comprised of accounts receivable (denominated in U.S. dollars), inventory, property, plant and equipment and other intangible assets, excluding goodwill. Based on our operating income performance in Venezuela during the first quarter of 2015, no impairment of these assets was recognized.

If future cash flows of all or a portion of our business in Venezuela were to significantly decline, either as a result of a currency devaluation or other economic events, additional evaluation of the corresponding other net assets for potential impairment will be performed.

As discussed in Note 6, goodwill is aligned to our ten reporting units, and is tested for impairment on an annual basis during the second quarter. Our Venezuelan operations are aligned to five of the ten reporting units. Based on our operating performance in Venezuela during the first quarter of 2015, as well as the relative size of the Venezuelan operations in comparison to the five respective global reporting units, updating our goodwill impairment testing during the first quarter of 2015 was not deemed necessary.”

Note 2-Significant Accounting Policies, page 36

Goodwill and Other Intangibles, page 38

2.            As disclosed on page 38, we note that you amortize your customer relationships on a straight-line basis over their weighted average estimated useful lives of 14 years. In this regard, please tell us why you believe that the straight-line method of amortization rather than an accelerated method reflects the pattern in which the economic benefits are consumed or explain why you cannot reliably determine the pattern in accordance with ASC 350-30-35-6. In providing your response, please tell us what consideration was given to historical patterns for key customers or other factors considered (e.g. peer data, valuation methodology used or projected sales data) that helped support an assertion that a straight line amortization methodology is the more appropriate.

Page 4

Response

ASC 350-30-35-6 indicates that the method of amortization for a recognized intangible asset should reflect the pattern in which the economic benefits of the intangible assets are consumed and if that pattern cannot be reliably determined, a straight-line amortization method should be used.

For our acquired customer relationships, we consider various factors when determining the appropriate method of amortization including projected sales data, attrition rates and length of key customer relationships.

We have experienced a consistent track record of keeping long-term relationships with our customers. Low customer attrition rates result in projected sales from an acquired customer base for an extended period of time. While sales from an acquired customer base may vary from year to year, low attrition suggests that there is not a significant decrease in sales shortly after acquisition. Additionally, we have not experienced the significant loss of key customers shortly after our recent acquisitions. Due to the strong relationships we have maintained with acquired customers, we expect to generate sales from them for the foreseeable future. These factors do not suggest an accelerated consumption pattern of the economic benefits of a customer relationship asset.

Outside of estimated customer attrition rate assumptions, many other less certain post-acquisition operational activities could occur that would induce uncertainty in the factors that give rise to the pattern of economic benefits. Therefore, instead of directly employing a pattern of consumption amortization method, a straight-line convention reasonably accomplishes the same objective and does not differ materially from an accelerated method.

Summary Operating and Financial Data, page 66

3.            We note that you have presented operating cash flows from continuing operations within your Summary Operating and Financial Data. While presentation of cash flows from operating activities is useful, this data should be considered in the framework of a statement of cash flows which reflects management’s decision as to the use of these cash flows and the external sources of capital used. The implication of a presentation which shows only the cash flows generated from operations portion of a cash flows statement is that the use of such cash flows is entirely at the discretion of management. Please also present your cash flows from investing and financing activities. See FRC 202.3.

Page 5

Response

In response to the Staff’s comment, in future annual filings, we will also present cash flows from investing and financing activities within the Summary Operating and Financial Data table.

***

We acknowledge that we are responsible for the adequacy and accuracy of the disclosure in the filing, 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 responses.  Should the Staff have further questions or comments or need any further information or clarification, please do not hesitate to contact me.

Sincerely,

/s/ Daniel J. Schmechel

Daniel J. Schmechel

Chief Financial Officer

April 24 , 2015

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

Re: Ecolab  Inc.
 Form 10 -K for Fiscal Year Ended December 31 , 2014
Filed February  27, 2015
and Documents Incorporated by Reference
File No. 1-9328

Dear Mr. Schmechel :

We have reviewed your filing an d have the following comments .  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents .  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 b usiness 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 circumstances, please tell us why in your response.

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

Form 10 -K for the period ended December 31 , 2014

Annual Report

Global Economic and Political Environment, page 29

1. We note your disclosure on the Venezuela foreign currency translation and Ecolab’s
continued use of the fixed currency exchange rate of 6.30 bolivars to 1 US dollar as it
remains legally available and Ecolab has continued to transact at this rate.  We further
note that on page 29, y ou disclose the potential range of loss if you determine your net
monetary assets should be remeasured at a less favorable exchange rate.   Please tell us
your consideration about whether there also could be a related impairment charge on your
non-monetary  assets considering the lower U.S. dollar -equivalent cash flows that could
impact your Venezuelan business  and what your consideration was for disclosing that
effect in your discussion on the devaluation risk attributed to Venezuela.

Mr. Schmechel
Ecolab  Inc.
April 23 , 2015
Page 2

 Note 2 –Signific ant Ac counting Policies, page 36
Goodwill and Other Intangibles, page 38

2. As disclosed on page 38, we note that you amortize your customer relationships on a
straight -line basis over their weighted average estimated useful lives of 14 years.  In this
regard, please tell us why you believe that the straight -line method of amortiz ation rather
than an accelerated method reflects the pattern in which the economic benefits are
consumed or explain why you cannot reliably determine the pattern in accordance with
ASC 350 -30-35-6. In providing your response, please tell us what considerat ion was
given to historical patterns for key customers or other factors considered (e.g. peer data,
valuation methodology used or projected sales data) that helped support an assertion that
a straight line amortization methodology is the more appropriate.

Summary Operating and Financial Data, page 66

3. We note that you have presented operating cash flows from continuing operations within
your Summary Operating and Financial Data. While presentation of cash flows from
operating activities is useful, this da ta should be considered in the framework of a
statement of cash flows which reflects management's decision as to the use of these cash
flows and the external sources of capital used. The implication of a presentation which
shows only the cash flows generat ed from operations portion of a cash flows statement is
that the use of such cash flows is entirely at the discretion of management. Please also
present your cash flows from investing and financing activities. See FRC 202.3 .

We urge all persons who are r esponsible 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, please 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 Commission from taking any action with respect to the filing; and

 the compa ny 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.
April 23 , 2015
Page 3

 You may contact Ameen Hamady , Staff Accountant, at (202) 551 -3891, or in his
absence,  Jeann e 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/ Terence O ’Brien

Terence O’Brien
Accounting Branch Chief

May 20, 2014

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

Re: Ecolab Inc.
  Form 10 -K
Filed February 28, 2014
File No. 1 -9328

Dear Mr. Schmechel:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  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 rules require.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief

CORRESP
1
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370   WABASHA STREET NORTH

ST.   PAUL, MN 55102-1390

9 May, 2014

Mr. Terence O’Brien

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Re:                             Ecolab Inc.

Form 10-K

Filed February 28, 2014

File No. 1-9328

Dear Mr. O’Brien:

This letter is written in response to the Staff’s comment letter dated May 1, 2014 on the Company’s Form 10-K for the year ended December 31, 2013. For ease of reference, the numbered responses correspond to the numbered paragraphs of the comment letter.  We have also included the Staff’s comment along with our response to assist in the review process.

Annual Report

Management’s Discussion and Analysis, page 11

Results of Operations, page 16

1.              Multiple factors impacting the results of operations are cited throughout the discussion and analysis. To the extent practicable, revise future filings to quantify the impact of each identified factor when multiple factors are identified as impacting the results of operations. For example, disclosure on page 22 states that the increase in Global Paper’s sales was driven by “increased product penetration, partially offset by continued lower customer plant utilization.” In this regard, Section 501.12.b.1 of the FRC indicates that capacity utilization is a useful financial measure. On page 24, you disclose that increases in operating income and operating margin for the Global Institutional reportable segment were driven by “pricing gains, sales volume increases and cost saving actions, which more than offset investments in the business, higher delivered product costs and other cost increases.” Refer to Section 501.04 of the FRC for guidance.

Response

The Company respectfully acknowledges the Staff’s comment and the requirement to quantify the impact of material factors impacting the results of operations. The Company provides quantitative information about the material sales drivers including the impact of changes in volume and pricing, and the effect of acquisitions and changes in foreign currency at the corporate level, and the quantitative impact of acquisitions and changes in foreign currency at the segment level. The Company also provides quantitative information regarding special gains and charges, discrete tax items and other significant factors the Company believes are useful for understanding its results. Such drivers are supported by comments meant to be qualitative in nature. The Company believes the extensive quantification that supports its GAAP and non-GAAP operating results provides users with an understanding of its results at both the corporate and segment levels. After these adjustments, the Company’s revenue and operating income results allow for much easier analysis and qualitative commentary. Qualitative factors are generally ordered based on estimated significance.

In the example of the increase in Global Paper’s sales being driven “by increased production penetration, partially offset by continued lower customer plant utilization,” the Company’s qualitative statement was meant to be illustrative of the impact to our volume from our customers’ market conditions and the lower utilization within their plants. In future filings, including the quarterly report on Form 10-Q for the quarter ended March 31, 2014, the Company will endeavor to clarify such qualitative references.

In the example of the improvement in the Global Institutional reportable segment’s operating income and operating margin, no single factor materially contributed to the improvement. The underlying intention of the statements made was to describe that a series of factors contributed to the growth.

In future filings, beginning with the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2014, to the extent practicable and useful to understand the business, the

2

impact of individually material factors will include quantitative analysis for the reportable segments, supported by qualitative commentary.

Financial Position & Liquidity, page 25

2.              We note your disclosure on page 15 of the Form 10-K that “Our capital expenditures for environmental, health and safety projects worldwide were approximately $15 million in 2013 and $20 million in 2012. Approximately $50 million has been budgeted globally for projects in 2014.” Please tell us and revise future filings as appropriate to discuss the nature of and/or purpose for the significant increase in such amounts for 2014 when compared to each of 2013 and 2012.

Response

The Company acknowledges the significant increase in budgeted capital expenditures for environmental, health and safety projects in 2014. The increase in the projected spend is due to annualization of capital spend related to recent acquisitions and focus on safety in worldwide company-owned plants and warehouses.

While the increase may seem significant within this specific component of capital expenditures, the increase will not have a material impact on our consolidated results of operations, financial position or cash flows of the Company. In applicable future Form 10-K filings, for significant changes to our capital expenditures for environmental, health and safety projects, the Company will include the nature and purpose of the changes and, if material, the impact to the consolidated results of operations, financial position or cash flows.

Operating Segments and Geographic Information, page 63

3.              We note the new organizational model to support global growth effective in 2013 which resulted in ten global operating units being aggregated into four reportable segments. We note from your website an Executive/Senior Vice President for seven Global areas, as well as four Executive Vice Presidents for geographic areas. In future filings, beginning with your March 31, 2014 Form 10-Q, please ensure you provide clear disclosures regarding compliance with the aggregation criteria and reporting thresholds under ASC 280-10-50-11 and 50-12, respectively, for the segments identified in your current organizational structure.

Response

The Company’s current operating structure follows its commercial and product-based activities supported by teams within geographic areas. The seven Executive/Senior Vice Presidents lead the Company’s ten operating units, which are also operating segments. The Company will expand its segment disclosure beginning with the March 31, 2014 Form 10-Q to include the

3

additional disclosure on the aggregation criteria and reporting thresholds under ASC 280-10-50-11 and 50-12 as follows:

“The company’s organizational structure consists of global business unit and global regional leadership teams. The company’s ten operating units, which are also operating segments, follow their commercial and product-based activities and are based on engagement in business activities, availability of discrete financial information and review of operating results by the Chief Operating Decision Maker at the identified operating unit level.

The company’s ten operating units have been aggregated into four reportable segments based on similar economic characteristics and future prospects, nature of the products and production processes, end-use markets, channels of distribution and regulatory environment. The company’s reportable segments are Global Industrial, Global Institutional, Global Energy and Other.

The company’s two operating units that are primarily fee-for-service business have been aggregated into the Other segment and do not meet the quantitative criteria to be separately reported.”

The Company will retain disclosures within its Form 10-K on the business descriptions of each reportable segment as follows:

“Global Industrial — This reportable segment consists of the Water, Food & Beverage, Paper and Textile Care operating units. It provides water treatment and process applications, and cleaning and sanitizing solutions primarily to large industrial customers within the manufacturing, food and beverage processing, chemical, mining and primary metals, power generation, pulp and paper, and commercial laundry industries.

Global Institutional - This reportable segment consists of the Institutional, Specialty and Healthcare operating units. It provides specialized cleaning and sanitizing products to the foodservice, hospitality, lodging, healthcare, government and education and retail industries.

Global Energy - This reportable segment consists of the Energy operating unit. It serves the process chemicals and water treatment needs of the global petroleum and petrochemical industries in both upstream and downstream applications.

Other - This reportable segment consists of the Pest Elimination and Equipment Care operating units. It provides pest elimination and kitchen repair and maintenance, with its two operating units primarily fee-for-service businesses”

4

***

We acknowledge that we are responsible for the adequacy and accuracy of the disclosure in the filing, 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 responses.  Should the Staff have further questions or comments or need any further information or clarification, please do not hesitate to contact me.

Sincerely,

/s/Daniel   J. Schmechel

Daniel   J. Schmechel

Chief   Financial Officer

5

May 1 , 2014

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

Re: Ecolab  Inc.
  Form 10 -K
Filed February 28 , 2014
File No. 1 -9328

Dear Mr. Schmechel :

We have reviewed your filing  and 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 provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, 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 year ended December 31, 2013

Annual Report

Management’s Discussion and Analysis, page 11

Results of Ope rations, page 16

1. Multiple factors impacting the results of operations are cited throughout the discussion
and analysis. To the extent practicable, revise future filings to quantify the impact of each
identified factor when multiple factors are identified as impacting the results of
operations. For example, disclosure on page 22 states that the increase in Global Paper’s
sales was driven by “increased product penetration, partially offset by continued lower
customer plant utilization.” In this regard, Secti on 501.12.b.1 of the FRC indicates that
capacity utilization is a useful financial measure. On page 24, you disclose that increases

Mr. Daniel J. Schmechel
Ecolab  Inc.
May 1, 2014
Page 2

 in operating income and operating margin for the Global Institutional reportable segment
were driven by “pricing gains, sale s volume increases and cost saving actions, which
more than offset investments in the business, higher delivered product costs and other
cost increases.”  Refer to Section 501.04 of the FRC for guidance.

Financial Position & Liquidity, page 25

2. We note yo ur disclosure on page 15 of the Form 10 -K that “Our capital expenditures for
environmental, health and safety projects worldwide were approximately $15 million in
2013 and $20 million in 2012.   Approximately $50 million has been budgeted globally
for proje cts in 2014.” Please tell us and revise future filings as appropriate to discuss the
nature of and/or purpose for the significant increase in such amounts for 2014 when
compared to each of 2013 and 2012.

17. Operating Segments and Geographic Information, page 63

3. We note the new organizational model to support global growth effective in 2013 which
resulted in ten global operating units being aggregated into four reportable segments. We
note from your website an Executive/Senior Vice President for seven Global areas, as
well as four Executive Vice Presidents for geographic areas. In future filings, beginning
with your March 31, 2014 Form 10 -Q, please ensure you provide clear disclosures
regarding compliance with the aggregation criteria and reporting thre sholds under ASC
280-10-50-11 and 50 -12, respectively, for the segments identified in your current
organizational structure.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the fili ng 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, please 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 comme nts or changes to disclosure in response to staff comments do not foreclose
the Commission 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. Daniel J. Schmechel
Ecolab  Inc.
May 1, 2014
Page 3

 You may contact Jenn Do at (202) 551-3743 , Al Pavot at (20 2) 551 -3738, or me at (202)
551-3355  if you have questions regarding comments on the financial statements and related
matters.  Please contact David Korvin  at (202) 551 -3236, or Craig Slivka, Special Counsel,  at
(202) 551 -3729, with any other questions.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief

May 31, 2013

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

Re: Ecolab  Inc.
  Form 10 -K
Filed February 26 , 2013
File No. 1 -9328

Dear Mr. Schmechel :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  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 rules require.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief

CORRESP
1
filename1.htm

370 Wabasha Street N

St. Paul, MN 55102

May 21, 2013

Mr. Terence O’Brien

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Re:                             Ecolab Inc.

Form 10-K

Filed February 26, 2013

Form 10-Q

Filed May 2, 2013

File No. 1-9328

Dear Mr. O’Brien:

This letter is written in response to the Staff’s comment letter dated May 10, 2013 on the Company’s Form 10-K for the year ended December 31, 2012 and the Company’s Form 10-Q for the quarterly period ended March 31, 2013.  For ease of reference, the numbered responses correspond to the numbered paragraphs of the comment letter.  We have also included the Staff’s comment along with our response to assist in the review process.

Annual Report

Management’s Discussion and Analysis, page 9

Results of Operations, page 14

1.              You state on page 10 in the Executive Summary you used new products, among other things, to leverage margins and deliver a strong earnings gain and on page 11 that you were successful introducing several new products across your legacy platforms. Please revise future filings to quantify and discuss the extent to which new products/product line launches have impacted revenues and gross and operating margins.

1

Response

The Company respectfully acknowledges the Staff’s comment. The underlying intention of the statements made regarding new products/product line launches on pages 10 and 11 of the Executive Summary was meant to be qualitative in nature. During the calendar year ended December 31, 2012, the Company continued to introduce new products in order to remain competitive and to deliver increased value to customers.

In future filings, beginning with our quarterly report on Form 10-Q for the quarter ending June 30, 2013, the Company will supplement any qualitative representations regarding material new products/product line launches with quantitative analysis.

Goodwill and Other Intangible Assets, page 34

2.              You state that the current year goodwill impairment review incorporated the new qualitative assessment guidance but that supplemental quantitative procedures were performed on the EMEA reporting unit given the European economic conditions as well as the Global Water, Global Paper and Global Energy reporting units given the recent closing of the merger with Nalco. In the paragraph that follows, you discuss that the estimated fair value exceeded the carrying value of the Global Water, Global Paper and Global Energy reporting units by “a low margin as these separate reporting units were acquired on December 1, 2011 when the carrying value equaled the fair value.” However, it does not appear you address the EMEA reporting unit. Please tell us the headroom between the estimated fair value over carrying value for EMEA and provide a discussion of the specific events, trends and/or circumstances that could have a continued negative effect on EMEA’s estimated fair value. In future filings, as goodwill is 96% of total equity as of December 31, 2012, if you have determined that the estimated fair values for your remaining reporting units substantially exceed carrying values, please disclose that determination.

Response

The EMEA reporting unit was estimated to have headroom in excess of 100% as of June 30, 2012 (the timing of our annual goodwill impairment) and as of December 31, 2012. The supplemental quantitative procedures were performed on the EMEA reporting unit given the European economic conditions. Macro economic trends including an escalation of the Euro-zone sovereign debt crisis or a slower European economic recovery could have unfavorable impact on the valuation of the EMEA reporting unit.

In applicable future filings, beginning with our quarterly report on Form 10-Q for the quarter ending June 30, 2013, as appropriate, the Company will disclose that the estimated fair values for our remaining reporting units substantially exceed their carrying values.

2

Research Expenditures, page 50

3.              Please revise future filings to disclose to the extent material the amount of customer-sponsored research relating to the development of new products or improvement of existing products. Refer to Item 101(C)(1)(xi) of Regulation S-K.

Response

The Company did not participate in any material customer sponsored research during the calendar year ended December 31, 2012. As applicable, in future filings, the Company will expand its research expenditures disclosure if material arrangements exist to fully meet the disclosure requirements of Item 101(C)(1)(xi) of Regulation S-K.

Form 10-Q for the period ended March 31, 2013

Special (Gains) and Charges, page 9

4.              Please revise future filings to provide all of the disclosures required by SAB Topic 5.P.4. Specifically, please quantify the savings you expect to realize from the Combined Restructuring Plan and the period the effects are expected to be realized. Subsequently, disclose whether you have realized the anticipated savings.

Response

The Company reviewed the disclosure requirements of SAB Topic 5.P.4 when preparing its Financial Statements and Results of Operations section of Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) in its Form 10-Q for the quarter ended March 31, 2013. The Company disclosed the requirements of ASC 420 on page 10 of the Notes to the Consolidated Financial Statements. The Company disclosed the following on page 42 of the MD&A regarding quantification and timing of savings:

“We anticipate cumulative savings and synergies achieved from the Combined Plan will be the same as those anticipated under the original Merger Restructuring Plan of approximately $135 million in 2013 and $250 million on an annual basis with the run rate achieved by the end of 2014 and under the original 2011 Restructuring Plan of approximately $120 million of annual cost savings primarily within the European operations.”

In future filings beginning with our quarterly report on Form 10-Q for the quarter ending June 30, 2013, the Company will expand its MD&A disclosures to include realized savings from the Combined Restructuring Plan, the period in which savings are expected to be realized for the former 2011 Restructuring Plan and, if material to the Company’s liquidity, the impact on future cash flows.

3

***

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 responses.  Should the Staff have further questions or comments or need any further information or clarification, please do not hesitate to contact me.

Sincerely,

/s/Daniel   J. Schmechel

Daniel   J. Schmechel

Chief   Financial Officer

4

May 10, 2013

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

Re: Ecolab  Inc.
  Form 10 -K
Filed February 26 , 2013
File No. 1 -9328

Dear Mr. Schmechel :

We have reviewed your filing  and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your document . 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 pr ovide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

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

Annual Report

Management’s Discussion and Analysis, page 9

Results of Operations, page 14

1. You state on page 10 in the Executive Summary you used new products, among other
things, to leverage margins and deliver a strong earnings gain and on page 11 that you
were successful introducing several new products across your legacy platforms. Please
revise future filings to quantify and discuss the extent to which new products/product line
launches have impacted revenues and gross and operating margins.

Mr. Daniel J. Schmechel
Ecolab  Inc.
May 10, 2013
Page 2

 Goodwill and Other Intangible Assets, page 34

2. You state that the current year goodwill impairment review incorporated the new
qualitative assessment guidance but that supplemental quantitative procedures were
performed on the EMEA reporting unit given the European eco nomic conditions as well
as the Global Water, Global Paper and Global Energy reporting units given the recent
closing of the merger with Nalco . In the paragraph that follows, you discuss that the
estimated fair value exceeded the carrying value of the  Glob al Water, Global Paper and
Global Energy  reporting units by “a low margin  as these separate reporting units were
acquired on December  1, 2011 when the carrying value equaled the fair value .” However,
it does not appear you address the EMEA reporting unit. Please tell us the headroom
between the estimated fair va lue over carrying value for EMEA  and provide a  discussion
of the specific events, trends and/or circumstances that could have a continued negative
effect on EMEA’s estimated fair value.  In future fil ings, as goodwill is 96 % of tota l
equity as of December 31, 2012, if you have determined that the estimated fair values for
your remaining reporting units substantially exceed carrying values, please disclose that
determination.

13. Research Expenditures, page 50

3. Please revise future filings to disclose to the extent material the amount of customer -
sponsored rese arch relating to the development of new products or improvement of
existing products. Refer to Item 101(C)(1)(xi) of Regulation S -K.

Form 10 -Q for the period ended March 3 1, 2013

2. Special (Gains) and Charges, page 9

4. Please revise future filings to provide all of the disclosures required by SAB Topic 5.P.4.
Specifically, please quantify the savings you expect to realize from the Combined
Restructuring Plan and the perio d the effects are expected to be realized .  Subsequently,
disclose whether you have realized the anticipated savings.

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, please provide  a written statement from t he company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Mr. Daniel J. Schmechel
Ecolab  Inc.
May 10, 2013
Page 3

  staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with res pect 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.

You may contact Jenn Do at (202) 551-3743 , or me at (202) 551-3355  if you have
questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief

CORRESP
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October 27,
2011

 VIA EDGAR AND HAND DELIVERY

Jay
Ingram, Esq.

Legal Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:Ecolab, Inc.

Registration Statement on Form S-4 (File No. 333-176601)

Acceleration Request

Dear
Mr. Ingram:

        Pursuant
to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended,
Ecolab, Inc. ("Ecolab") hereby respectfully requests that the above-referenced Registration Statement on Form S-4 be declared effective as of 12:00 p.m., Washington, D.C. time, on
October 28, or as soon thereafter as is practicable.

        Ecolab
hereby acknowledges that:

•should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing;

•the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does
not relieve Ecolab from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•Ecolab may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

        Ecolab
requests that it be notified of the effectiveness of the Registration Statement by telephone call to its counsel Craig A. Roeder at (312) 861-3730, followed by
written confirmation to the addresses listed on the cover page of the Registration Statement on Form S-4.

 Sincerely,

 /s/ MICHAEL C. MCCORMICK, ESQ.

  Michael C. McCormick, Esq.

Ecolab Inc.

Corporate Compliance Officer,

Associate General Counsel and

Assistant Secretary

cc:Craig
A. Roeder, Esq. (via E-mail)

Baker & McKenzie LLP

Steve
Landsman, Esq. (via E-mail)

Nalco Holding Company

Scott
Barshay (via E-mail)

Cravath, Swaine & Moore

CORRESP
1
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 October 26, 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.

        Amendment No. 2 to Registration Statement on Form S-4

        Filed October 21, 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. 3 ("Amendment No. 3") 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. 3, which have been marked to show changes made since Amendment No. 2 to the Registration Statement was filed on October 21, 2011, as well as five unmarked copies of Amendment No. 3.

Set forth below is the response on behalf of Ecolab to the comment of the Staff of the Commission (the "Staff") contained in its letter to Ecolab dated October 24, 2011. For convenience of reference, the Staff's comment has been
reproduced below in italics. Please note that all page numbers in Ecolab's responses are references to the page numbers of Amendment No. 3, unless otherwise noted.

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

 Amendment No. 2 to Form S-4

 Opinion of Nalco's Financial Advisor, page 103

 Opinion of Goldman Sachs, page C-1

1.We note your revised disclosure in response to comment 11 of our letter dated October 19, 2011, specifically, the revision to
the disclosure contained in the second full paragraph on page 104 that "Goldman Sachs did not assume any responsibility for any such information." We continue to object to disclosure indicating
that Goldman Sachs is not responsible for the statements made in the document relating to the information from which it derived its fairness opinion. In addition, given that the revised language
deviates from the related language on page C-2, please explain why you believe the revision is consistent with and adequately reflects the scope and/or meaning of the analogous
language in Annex C. In responding, please also provide us with a copy of the engagement letter between Goldman Sachs and the Nalco board. In the alternative, we will not object to revisions
consistent with our comments on this topic in our letters dated September 27, 2011 and October 19, 2011, respectively.

The
applicable disclosure in the Registration Statement has been revised in response to Comment 1. Please see page 104 of Amendment No.3.

Thank
you for your consideration of the responses provided in this letter. Should you have any questions concerning the foregoing, please contact the undersigned at the number listed on the cover page
of this letter.

 Sincerely,

/s/ Craig A. Roeder

  Craig A. Roeder

cc:Erin
Jaskot, Esq.

Tracey McKoy

Al Pavot

James J. Seifert, Esq.

Stephen N. Landsman, Esq.

Scott A. Barshay, Esq.
2

October 24, 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. 2 to Registrati on Statement on Form S-4
Filed October 21, 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. 2 to Form S-4

Opinion of Nalco’s Financial Advisor, page 103
 Opinion of Goldman Sachs, page C-1

1. We note your revised disclosure in response to comment 11 of our letter dated October
19, 2011, specifically, the revision to the disc losure contained in the second full
paragraph on page 104 that “Goldman Sachs did not assume any responsibility for any
such information.”  We continue to object to  disclosure indicating that Goldman Sachs is
not responsible for the statements made in th e document relating to the information from
which it derived its fairness opinion.  In additi on, given that the revise d language deviates
from the related language on page C-2, pleas e explain why you believe the revision is
consistent with and adequately reflects the scope and/or meaning of the analogous
language in Annex C.  In responding, pleas e also provide us with a copy of the
engagement letter between Goldman Sachs and the Nalco board.  In the alternative, we
will not object to revisions consistent with our comments on this topic in our letters dated
September 27, 2011 and October 19, 2011, respectively.

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

James J. Seifert, Esq. Ecolab Inc. October 24, 2011 Page 2

 understand that we may have additional comm ents after reviewing your amendment and
responses to our comments.
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

CORRESP
1
filename1.htm

Asia

Pacific
 Bangkok

Beijing

Hanoi

Ho Chi Minh City

Hong Kong

Jakarta

Kuala Lumpur

Manila

Melbourne

Shanghai

Singapore

Sydney

Taipei

Tokyo

 Europe &

Middle East

Abu Dhabi

Almaty

Amsterdam

Antwerp

Bahrain

Baku

Barcelona

Berlin

Brussels

Budapest

Cairo

Düsseldorf

Frankfurt / Main

Geneva

Kyiv

London

Madrid

Milan

Moscow

Munich

Paris

Prague

Riyadh

Rome

St. Petersburg

Stockholm

Vienna

Warsaw

Zurich

 North & South

America
 Bogotá

Brasilia

Buenos Aires

Caracas

Chicago

Dallas

Guadalajara

Houston

Juarez

Mexico City

Miami

Monterrey

New York

Palo Alto

Porto Alegre

Rio de Janeiro

San Diego

San Francisco

Santiago

Sao Paulo

Tijuana

Toronto

Valencia

Washington, DC

 October 21, 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.

        Amendment No. 1 to Registration Statement on Form S-4

        Filed October 6, 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. 2 ("Amendment No.2") 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.2, which have been marked to show changes made since the Amendment No. 1 to the Registration Statement was filed on October 6, 2011, as well as five unmarked copies of Amendment No.2.

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 October 19, 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.2, unless otherwise noted.

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

 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 both 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 revise 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.

The
applicable disclosure in the Registration Statement has been revised in response to Comment 1 to include the referenced information in the prospectus and to disclose the estimated
percentage of shares owned by such Nalco stockholders. Please see page 18 of Amendment No. 2.

 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 that you cannot predict the outcome of any litigation or the potential for future 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.

The
applicable disclosure in the Registration Statement has been revised in response to Comment 2 to state affirmatively that each of Ecolab and Nalco believes that currently there is not a reasonably
possible risk of material loss in excess of its respective recorded contingent liability accruals. Please see page 52 of Amendment No. 2.

 The Merger, page 68

 Background of the Merger, page 68

3.Please revise your disclosure to include all discussions relating to the post-merger employment of members of Nalco's
management, 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.

The
applicable disclosure in the Registration Statement has been revised in response to Comment 3 to include additional information regarding discussions relating to post-merger employment
of members of Nalco's management. Please see pages 72 and 77 of Amendment No. 2.

4.We note your response to comment 27 of our letter dated September 27, 2011 in which you highlight the potential
advantages of a business 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
include the description of such advantages within your prospectus.

The
applicable disclosure in the Registration Statement has been revised in response to Comment 4 to include the referenced information in the prospectus. Please see page 70 of Amendment
No. 2.

5.We note your disclosure that on June 7 and June 8, 2011, Mr. Fyrwald had individual telephone conversations with
each member of the Nalco board. Please disclose the "additional details" that were provided to the board members during these conversations.

The
applicable disclosure in the Registration Statement has been revised in response to Comment 5 to clarify that Mr. Fyrwald provided members of the Nalco board with a general description of
the June 6 meeting with Ecolab. Nalco has confirmed that no "additional details" were provided during these discussions. Please see page 72 of Amendment No. 2.

2

6.We note your response to comment 33 of our letter dated September 27, 2011 in which you discuss the strategic
alternatives considered by the Nalco board at the July 5, 2011 and July 10, 2011 meetings and the reasons for not pursuing these alternatives. Please revise your disclosure to include
this description within your prospectus. 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.

The
applicable disclosure in the Registration Statement has been revised in response to Comment 6 to include the referenced information in the prospectus. Please see pages 70 and 76 of
Amendment No. 2.

 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 factors
the Ecolab board considered, including potential risks in the geographic areas where Nalco operates and potential risks relating to certain Nalco offerings. Please include a materially complete
discussion of these potential risks considered by the Ecolab board in the prospectus.

The
applicable disclosure in the Registration Statement has been revised in response to Comment 7 to include additional discussion regarding the potential risks considered by Ecolab's board of
directors in the prospectus. Please see page 83 of Amendment No. 2.

 Nalco's Reasons for the Merger; Recommendation of the Nalco Board of Directors, page 83

8.We note your revisions in response 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 example, it is unclear what was favorable about Nalco's business, results of operations, financial
condition, earnings and return to stockholders as a combined company versus on a stand-alone basis. Please revise accordingly.

The
applicable disclosure in the Registration Statement has been revised in response to Comment 8 to provide additional clarification regarding the factors considered by Nalco's board of directors.
Please see pages 84 and 86 of Amendment No. 2.

 Certain Financial Forecasts of Ecolab and Nalco, page 87

9.Please advise us as to the consideration you gave to disclosing the information included on page 32 of the discussion
materials provided to the Nalco board on July 19, 2011 and on page 28 of the discussion materials provided to the Ecolab board on July 19, 2011.

Ecolab
and Nalco determined that inclusion of the foregoing detailed synergy estimates in the Registration Statement was not appropriate because the estimates were prepared for the limited purpose of
providing the Ecolab and Nalco boards of directors with a high-level illustration of the impact of the anticipated commercial and costs synergies arising from the proposed transaction
based on a preliminary analysis of possible synergy opportunities. Because of the inherent difficulty in identifying and quantifying synergy opportunities of this nature, particularly with respect to
specific estimated time periods and costs required to achieve individual categories of anticipated synergies, Ecolab and Nalco believe that inclusion in the Registration Statement of a detailed
preliminary synergy analysis of this type was not customary or appropriate in the context of the information provided in the Registration Statement. While Ecolab and Nalco are confident in the total
estimated synergies, and have disclosed these amounts in the Registration Statement, the synergy amounts by category and year are preliminary estimates and could change as the companies' integration
plans are finalized. In addition, Ecolab and Nalco did not wish to signal to their respective business organizations details of the areas in which cost synergies are expected

3

because
this information could cause undue concern among their employee base and interfere with the companies' integration plans.

 Opinion of Nalco's Financial Advisor, page 102

10.We reissue comment 45 of our letter dated September 27, 2011. Please explain how the Nalco board assessed the
significance and reliability of the opinion of its financial advisor given that a substantial portion of the payment for the opinion is conditioned upon the success of the
transaction.

The
applicable disclosure in the Registration Statement has been revised in response to Comment 10 to provide additional information regarding the Nalco board's assessment with respect to the
opinion of its financial advisor. Please see page 79 of Amendment No. 2.

11.We reissue comment 46 of our letter dated September 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 information provided to, discussed with or reviewed by them. As we indicated, while it
may be acceptable to include qualifying language concerning subjective analyses, it is inappropriate to disclaim responsibility for the information. Please revise accordingly.

The
applicable disclosure in the Registration Statement has been revised in response to Comment 11 to modify the referenced statements relating to the opinion of Nalco's financial advisor.
Please see page 104 of Amendment No. 2.

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

12.We note your statement on page 148 that the 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 meaning and purpose of this assumption.

The
meaning and purpose of the statement on page 148 that the opinion of counsel will assume "that the parties will report the transactions in a manner consistent with the opinions" is a
reference to the manner in which the parties will report the transactions on their U.S. federal income tax returns. It is important that the parties report the transactions on their U.S. federal
income tax returns in a manner that is consistent with the opinions of tax counsel—that is, as a transaction which qualifies as a reorganization under section 368(a) of the Code.
Their failure to do so could create doubt as to whether the parties intend the transactions to so qualify and doubt as to whether the transactions do so qualify. Therefore, the opinions of tax counsel
are based on the assumption that the parties will report the transaction in a manner consistent with the opinions.

13.We note that counsel do not express a firm opinion with respect to certain tax consequences, including the
following:

a."[I]f the U.S. holder actually or constructively 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 transmittal 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 disclosure accordingly. See Staff Legal Bulletin No. 19 (Oct. 14, 2011).

4

The
applicable disclosure in the Registration Statement has been revised in response to Comment 13. Please see pages 153 and 154 of Amendment No. 2.

 Exhibits 8.1 and 8.2

14.We note that each opinion states that counsel "confirms our opinion" included in the Proxy Statement/Prospectus. Please have each
counsel revise its opinion to clearly state that the disclosure in the tax consequences section of the prospectus is the opinion of counsel.

The
applicable language in the tax opinion of each counsel included as exhibits to the Registration Statement has been revised in response to Comment 14.

15.We note that each opinion is limited to "those matters specifically set forth above." As this disclaimer appears to limit counsels'
opinions to only those matters addressed in Exhibits 8.1 and 8.2, please have counsel delete this disclaimer.

The
applicable language in the tax opinion of each counsel included as exhibits to the Registration Statement has been revised in response to Comment 15.

16.Please have each counsel revise its opinion to provide its consent to the prospectus discussion of its
opinion.

The
applicable language in the tax opinion of each counsel included as exhibits to the Registration Statement has been revised in response to Comment 16.

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 for 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.

Nalco
has confirmed that its Form 10-Q for the quarter ended September 30, 2011 will include a discussion in the MD&A related to the increase in DSO and underlying reasons
driving the change in Nalco's DSO. Nalco's proposed disclosure is set forth below:

"Accounts
receivable DSO increased to 68 days at September 30, 2011 from 64 days at December 31, 2010. The increase was primarily attributable to expanding payment terms to
some customers and an increase in slower-paying customers."

Nalco
utilizes many accounting systems globally, which prevents it from readily providing how much of the $876.2 million A/R balance as of June 30, 2011 was subsequently collected in
cash. However, other metrics do not provide evidence of any material collectability issues with the A/R balance as of June 30, 2011. A/R as of Se

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

CORRESP
1
filename1.htm

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Pacific
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Jakarta

Kuala Lumpur

Manila

Melbourne

Shanghai

Singapore

Sydney

Taipei

Tokyo

 Europe &

Middle East
 Abu Dhabi

Almaty

Amsterdam

Antwerp

Bahrain

Baku

Barcelona

Berlin

Brussels

Budapest

Cairo

Düsseldorf

Frankfurt / Main

Geneva

Kyiv

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Madrid

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Munich

Paris

Prague

Riyadh

Rome

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Warsaw

Zurich

 North & South

America
 Bogotá

Brasilia

Buenos Aires

Caracas

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Juarez

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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

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 7010

May 18, 2009

By U.S. Mail and Facsimile

Lawrence T. Bell General Counsel  Ecolab Inc. 370 Wabasha Street North St. Paul, Minnesota 55102

Re: Ecolab Inc.
 Definitive Proxy Statement on Schedule 14A  Filed on March 20, 2009   File No. 1-09328

Dear Mr. Bell:
  We have completed our review of your Definitive Proxy Statement on Schedule
14A filed on March 20, 2009 and have no further comments at this time.            S i n c e r e l y ,             Pamela Long
Assistant Director
  cc:   Michael C. McCormick ( via facsimile 651/293-2573 )
 Associate General Counsel   Ecolab Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

April 28, 2009

By U.S. Mail and Facsimile

Lawrence T. Bell General Counsel  Ecolab Inc. 370 Wabasha Street North St. Paul, Minnesota 55102
Re: Ecolab Inc.
 Definitive Proxy Statement on Schedule 14A
 Filed on March 20, 2009   File No. 1-09328

Dear Mr. Bell:
We have reviewed your filing and have the following comments.   Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Definitive Proxy Statement on Schedule 14A

Compensation Discussion & Analysis, page 28

1. In future filings, please disclose at what levels the annual cash incentive compensation
targets were achieved by each named executive officer and explain how meeting the targets resulted in the payout of the annual compensation awarded.

Lawrence T. Bell
Ecolab Inc.
April 28, 2009 Page 2
Please respond to these comments by providing the supplemental information requested
within 10 business days or tell us when you will respond.  Please provide us with a supplemental response that addresses each of our comments and notes the location of any corresponding revisions made in your filing.  Please also note the location of any material changes made for reasons other than responding to our comments.  Please file your supplemental response on EDGAR as a correspondence file.  We may raise additional comments after we review your responses and amendment.   To expedite our review, you may wish to provide complete packages to each of the persons named below.  Each package should include a copy of your response letter and any supplemental information, as well as the amended filing, marked to indicate any changes.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain that they have provided all information investors
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 connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in their filings;

• 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

• 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.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
Please direct questions to Sherry Haywood, Staff Attorney at (202) 551-3345, or me at
(202) 551-3760.
Sincerely,

Pamela Long  Assistant Director

Lawrence T. Bell
Ecolab Inc. April 28, 2009 Page 3   cc:  Sarah Erickson (via facsimile 651/ 293-2573)        Associate General Counsel        Ecolab Inc.

CORRESP
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  LAWRENCE T. BELL

  General Counsel

  T 651.293.2981

  F 651.293.2471

  C 651.270.1007

May 13,
2009

Ms. Pamela
Long

Assistant
Director

United
States Securities and Exchange Commission

Washington,
D.C. 20549-7010

  RE:

  Ecolab Inc.

  Proxy Statement on Schedule 14A

  Filed on March 20, 2009

  File No. 1-09328

Dear
Ms. Long:

This
letter is written in response to the staff’s comment letter dated April 28,
2009 on the Company’s Proxy Statement on Schedule 14A filed on March 20,
2009.  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 28

SEC Comment:

1.                                      In
future filings, please disclose at what levels the annual cash incentive
compensation targets were achieved by each named executive officer and explain
how meeting the targets resulted in the payout of the annual compensation
awarded.

Response

As
requested, in future filings, to the extent that annual cash incentive
compensation targets are utilized, we will disclose at what levels the annual cash incentive compensation targets
were achieved by each named executive officer and explain how meeting the
targets resulted in the payout of the annual compensation awarded.

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 have further questions or
comments or need any further information or clarification, please do

370 Wabasha Street N St.
Paul, MN 55102

not
hesitate to contact me or Michael C. McCormick, Associate General Counsel —
Corporate and Assistant Secretary (651-293-4142), if further discussion would
be helpful.

  Sincerely,

  /s/Lawrence
  T. Bell

  Lawrence T. Bell

  LTB/cer

  c:
  Sherry Haywood, Staff Attorney (via facsimile)

2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 7010

April 28, 2009

By U.S. Mail and Facsimile

Lawrence T. Bell General Counsel  Ecolab Inc. 370 Wabasha Street North St. Paul, Minnesota 55102

Re: Ecolab Inc.
 Form 10-K for Fiscal Year Ended
December 31, 2007
 Definitive Proxy Statement on Schedule 14A  Filed on March 19, 2008   File No. 1-09328

Dear Mr. Bell:   We have completed our review of your Form 10-K for fiscal year ended
December 31, 2007 and Definitive Proxy Statement on Schedule 14A filed on March 19, 2008 and have no further comments at this time.           S i n c e r e l y ,             Pamela Long
 Assistant Director
  cc:  Sarah Z. Erickson (v ia facsimile 651/ 293-2573)
       Associate General Counsel        Ecolab Inc.

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  LAWRENCE T. BELL

  General
  Counsel

  T 651.293.2981

  F 651.293.2471

  C 651.270.1007

April 15,
2009

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 April 7,
2009 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 27

SEC Comment:

1.                                      We note your response to
comment 1 from our letter dated March 19, 2009 and reissue this
comment.  In this regard, we are
requesting disclosure which describes the nature of the individual performance
goals similar to the disclosure in your March 31, 2009 response letter to
us.  Note that we are not asking you to
quantify these qualitative goals.  Please
confirm that in future filings, you will disclose the nature of the individual
performance goals for each of your named executive officers who have such
goals.

Response

In
future filings we will describe the nature of the individual performance goals
for each of our named executive officers who have individual performance goals
which comprise at least 30% of their annual cash incentive.  Disclosure will be made in a manner similar
to the description in our March 31, 2009 response letter to you.  If the individual performance goal is not at
least 30% of a named executive officer’s annual cash incentive, the Company
will make a good faith determination of materiality and will make such
disclosure for individual performance goals which are material.

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

370
Wabasha Street N  St. Paul, MN 55102

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 have further questions or
comments or need any further information or clarification, 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

LTB/cer

c:  Sherry Haywood, Staff Attorney (via
facsimile)

2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

April 7, 2009

By U.S. Mail and Facsimile

Lawrence T. Bell General Counsel  Ecolab Inc. 370 Wabasha Street North St. Paul, Minnesota 55102
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 Mr. Bell:
We have reviewed your response letter dated March 31, 2009 and have the following
additional comments.   In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.  We welcome any questions you may have about our comments or on any other aspect of our review.
Definitive Proxy Statement on Schedule 14A

Compensation Discussion & Analysis, page 27

1. We note your response to comment 1 from our letter dated March 19, 2009 and reissue
this comment. In this regard, we are requesting disclosure which describes the nature of the individual performance goals similar to the disclosure in your March 31, 2009 response letter to us.  Note that we are not asking you to quantify these qualitative goals.  Please confirm that in future filings, you will disclose the nature of the individual performance goals for each of your named executive officers who have such goals.

As appropriate, please respond to these comments within 10 business days or tell us
when you will provide us with a response.  Please furnish a letter on EDGAR that keys your responses to our comments and provides any requested supplemental information.  Detailed

Lawrence T. Bell
Ecolab Inc. April 7, 2009 Page 2   response letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.
 Please direct questions to Sherry Haywood, Staff Attorney at (202) 551-3345, or me at
(202) 551-3760.
Sincerely,

Pamela Long  Assistant Director
  cc:  Sarah Z. Erickson (v ia facsimile 651/ 293-2573)
       Associate General Counsel        Ecolab Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

March 19, 2009

By U.S. Mail and Facsimile

Lawrence T. Bell General Counsel  Ecolab Inc. 370 Wabasha Street North St. Paul, Minnesota 55102
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 Mr. Bell:
We have reviewed your response letter dated March 11, 2009 and have the following
additional comments.   In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.  We welcome any questions you may have about our comments or on any other aspect of our review.
Definitive Proxy Statement on Schedule 14A

Compensation Discussion & Analysis, page 27

1. We note your responses to prior comment letters that you will disclose your business unit
performance targets and EPS goals to the extent that you have such targets for named executive officers and they are material.   We further note your response to prior comment 2 in your letter dated January 12, 2009 that individual performance goals are not material to an understanding of the compensation paid to executives.

It appears that each of your three specific annual cash incentive targets, (1) business unit performance targets, (2) EPS goals and (3) individual performance goals, for your named executive officers are material because they are significant factors in determining the amount of compensation paid to your named executive officers. See Items 402(b)(2)(v)

Lawrence T. Bell
Ecolab Inc. March 19, 2009 Page 2
and (vii) of Regulation S-K.  In future filings, please disclose these specific incentive targets for each of your named executive officers.

As appropriate, please respond to these comments within 10 business days or tell us
when you will provide us with a response.  Please furnish a letter on EDGAR that keys your responses to our comments and provides any requested supplemental information.  Detailed response letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

Please direct questions to Sherry Haywood, Staff Attorney at (202) 551-3345, or me at
(202) 551-3760.

Sincerely,

Pamela Long  Assistant Director
  cc:  Sarah Z. Erickson (v ia facsimile 651/ 293-2573)
       Associate General Counsel        Ecolab Inc.

CORRESP
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filename1.htm

  LAWRENCE T. BELL

  General Counsel

  T 651.293.2981

  F 651.293.2471

  C 651.270.1007

March 31,
2009

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 March 19,
2009 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.              We note your responses to
prior comment letters that you will disclose your business unit performance
targets and EPS goals to the extent that you have such targets for named
executive officers and they are material.
We further note your response to prior comment 2 in your letter dated January 12,
2009 that individual performance goals are not material to an understanding of
the compensation paid to executives.

It appears that each of your three
specific annual cash incentive targets, (1) business unit performance
targets, (2) EPS goals and (3) individual performance goals, for your
named executive officers are material because they are significant factors in
determining the amount of compensation paid to your named executive
officers.  See Items 402(b)(2)(v) and
(vi) of Regulation S-K.  In future
filings, please disclose these specific targets for each of your named
executive officers.

Response

When
the staff’s comment letter dated March 19, 2009 was received by the
Company, its 2009 proxy statement had already been printed.  Included in the Company’s 2009 proxy
statement is the disclosure of 2008 EPS and business unit performance
targets.  Disclosure has not been made of
individual performance goals for the two named executive officers, our Chief
Financial Officer and General Counsel, who had such goals in 2008.

In
its January 12, 2009 response to the staff’s initial comment letter
regarding the CD&A contained in the Company’s 2008 proxy statement, we
addressed the request to disclose individual performance goals by stating that
they are qualitative and inherently subjective and, further, are not material
to an understanding of the compensation paid to those executives.  The

staff
made no reference to the disclosure of individual performance goals in its January 26,
2009 or February 25, 2009 letters, which led the Company to believe that
this comment was resolved.  The Company
believed that, in its letter dated March 11, 2009, it had satisfactorily
addressed the single remaining comment of disclosure of business unit
performance targets and that there were no remaining comments pending.

The
individual performance goals of our Chief Financial Officer and our General
Counsel are inherently qualitative objectives set at the beginning of the
year.  A subjective assessment of
performance against these goals is taken into account at the time their annual
cash incentive is determined.  In 2008,
the individual performance goals included qualitative goals such as development
of succession candidates and career development for certain managers, the
recruitment and hire of key positions or leadership of certain projects or
programs affecting their respective areas of responsibility; for example, improved
diversity and inclusion or IT program implementation.

The
individual performance goals of these two named executive officers, which
comprise 30% of their annual cash incentive, are clearly qualitative and
inherently subjective.  In addition, they
are not material.  In answer to Question
188.04 of the SEC’s Compliance & Disclosure Interpretations, the
Commission states:

A company may distinguish between qualitative/subjective individual
performance goals (e.g., effective leadership and communication) and quantitative/objective performance goals (e.g.,
specific revenue or earnings targets).  There
is no requirement that a company provide quantitative targets for what are
inherently subjective or qualitative assessments – for example, how effectively
the CEO demonstrated leadership.

The
Company respectfully submits that the 2008 individual performance goals of
these two named executive officers require inherently subjective or qualitative
assessments and, therefore, need not be disclosed.

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 have further questions or
comments or need any further information or clarification, 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)

2

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  LAWRENCE T. BELL

  General Counsel

  T 651.293.2981

  F 651.293.2471

  C 651.270.1007

March 11,
2009

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 February 25,
2009 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.                                      We have considered your
response to prior comment 4 and your request for confidential treatment.  It is unclear how disclosure of these targets
would provide competitive harm, especially since the prior fiscal year for
which the targets applied has passed and the actual financial results for that
fiscal year are available.  Please either
disclose your historical incentive targets in future filings or provide us with
a more detailed description of each target to be excluded as well as your
analysis of why you believe that disclosure of each target would result in
competitive harm.  For example, for each
named executive officer, please specify his or her targets and provide a more
detailed explanation of how disclosure of these targets would cause you
competitive harm, including an explanation of how the specific competitive
advantage would be attained through disclosure of these targets, addressing the
fact that the targets relate to a past fiscal year.

Response

In
future filings, Ecolab will disclose our business unit performance targets to
the extent we have such targets and they are material.

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 have further questions or
comments or need any further information or clarification, 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)

2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

February 25, 2009

By U.S. Mail and Facsimile to (651) 293-2573

Lawrence T. Bell General Counsel  Ecolab Inc. 370 Wabasha Street North St. Paul, Minnesota 55102
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 Mr. Baker:
We have reviewed your response letter dated February 19, 2009 and have the following
additional comments.   In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.  We welcome any questions you may have about our comments or on any other aspect of our review.
Definitive Proxy Statement on Schedule 14A

Compensation Discussion & Analysis, page 25

1. We have considered your response to prior comment 4 and your request for confidential
treatment. It is unclear how disclosure of these targets would provide competitive harm, especially since the prior fiscal year for which the targets applied has passed and the actual financial results of that fiscal year are available.  Please either disclose your historical incentive targets in future filings or provide us with a more detailed description of each target to be excluded as well as your analysis of why you believe that disclosure of each target would result in competitive harm.  For example, for each named executive officer, please specify his or her targets and provide a more detailed explanation of how disclosure of these targets would cause you competitive harm, including an explanation of how the specific competitive advantage would be attained through disclosure of these targets, addressing the fact that the targets relate to a past fiscal year.

Lawrence T. Bell
Ecolab Inc. February 25, 2009 Page 2   Closing Comments

As appropriate, please respond to these comments within 10 business days or tell us
when you will provide us with a response.  Please furnish a letter on EDGAR that keys your responses to our comments and provides any requested supplemental information.  Detailed response letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

Please direct questions to Sherry Haywood, Staff Attorney at (202) 551-3345, or me at
(202) 551-3760.

Sincerely,

Pamela Long  Assistant Director
  cc:  Sarah Erickson (via facsimile 651/ 293-2573)        Associate General Counsel        Ecolab Inc.

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filename1.htm

  LAWRENCE T. BELL

  General Counsel

  T
  651.293.2981

  F 651.293.2471

  C 651.270.1007

Confidential Treatment Requested
by Ecolab Inc.

Pursuant to Rule 83 Under
the Freedom of Information Act(1)

February 19,
2009

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 January 26,
2009 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.                                      We note your response to
comment 1 of our November 26, 2008 letter.
We note that the discussion of where you target each element of
compensation against the peer companies and where actual payments fall,
generally groups together the named executive officers to disclose where the
actual payments fall within targeted parameters.  For example, on page 26, the actual base
salary of the CEO in relation to the benchmarked targeted parameters is
discussed separately but the other named executive officers are grouped
together.  Further, on pages 27 and
28, in the disclosure of where actual payments fall in relation to benchmarked
targeted parameters, a range is given, and the named executive officers,
including the CEO are grouped together.
In future filings, please disclose for each named executive officer,
where actual payments

(1) Ecolab
Inc. has requested confidential treatment of certain portions of this letter
pursuant to Rule 83 under the Freedom of Information Act.  Such portions are denoted by [***].  An unredacted
version of this letter has been filed with the Division of Corporation Finance
of the Securities and Exchange Commission.

370
Wabasha Street N   St. Paul, MN 55102

Confidential Treatment Requested
by Ecolab Inc.

fall within benchmarked targeted parameters.  To the extent actual compensation was outside
a targeted percentile range, please explain why.

Response

In
future filings, Ecolab will disclose our targeted parameters, which for 2008
were the median range for base salary, annual cash incentives and long term
incentives.  (The median range is defined
and discussed in more detail in response to SEC Comment 3 below.)  We will also disclose for each named
executive officer whether actual compensation falls within or outside the
targeted parameters and, to the extent actual compensation falls outside the
targeted parameters, we will provide an explanation.

SEC Comment:

2.                                      In your disclosure, provide
an explanation of the data that you are comparing to the actual benchmarked
targeted compensation.  For example, in page 26,
does the statement that “the annualized base salary rates after the increases
are within approximately 91% of our competitive market for the principal
executive officer” mean that in 91% of all of the benchmarked companies the
median principal executive officer pay is equal to or lower than the pay of your
principal executive officer, does it mean that you paid your principal
executive officer 91% of the mean of all of the principal executive officer
salaries in your benchmarked survey or does it have another meaning?

Response

The
quoted phrase that “the annualized base salary
rates after the increases are within approximately 91% of our competitive
market for the principal executive officer” means that we paid our principal
executive officer 91% of the size adjusted median of all of the principal executive
officer salaries in our benchmarked surveys.
In our 2009 proxy statement, we will (1) disclose that our targeted
parameters are the median range of base salary, annual cash incentives and long
term incentives, (2) define the median range, (3) disclose that the
median range is established by use of surveys and (4) disclose whether and
to the extent actual payments fall outside the median range.

SEC Comment:

3.                                                   In future filings, please explain
how and why you size adjust data from third party surveys and disclose your
size adjusted competitive market.  Also,
disclose the specific median range used as the standard to set your targets and
explain the data that relates to the median range percentages.

Confidential Treatment Requested
by Ecolab Inc.

Response

In
future filings, we will explain how and why we size adjust data from third
party surveys and disclose our size adjusted competitive market.  We will also disclose the specific median
range used as the standard to set our targets and explain the data that relates
to the median range percentages.  In the
2009 proxy statement, we anticipate making the following type of disclosure:

We
define our competitive market to be a broad range of general industry
manufacturing and service companies, as provided by third party surveys (in
which we participate) with sales that range from less than $500 million to more
than $10 billion. We use surveys published by Hewitt Associates and Towers
Perrin as the primary sources of competitive data because we have determined
these to be the best sources for credible, size-adjusted market data for
general industry companies. Due to the high correlation between annual sales
revenue and compensation, we size adjust the competitive market compensation
data and use the median to set targeted parameters, which we refer to as the
median range. We define the median range as within 15% of the median for base
salary and within 20% of the median for annual cash incentive target and
long-term incentive.

We
used two surveys for benchmarking 2008 base salary and annual cash incentive
compensation.  The 2006/2007 Towers
Perrin CDB Executive Compensation Survey includes 395 corporate entities with a
median revenue of $5,730 million. Including subsidiaries, this survey includes
over 800 participants.  We also used the
2007 Hewitt TCM Executive Regression Analysis Survey which includes 333
corporate entities with a median revenue of $4.9 billion.  Including subsidiaries, the survey includes
over 389 participants. We used these surveys for benchmarking base salary and
annual cash incentive compensation.  We
used the 2007/2008 Towers Perrin Long-Term Incentive Report for benchmarking
long-term incentives in 2008.  This
survey has 422 participants with a median revenue of $6,007 million.

We
size adjust the survey data by inserting the annual revenue for the company
(for use with the principal executive officer, principal financial officer and
general counsel) or the applicable business unit (for use with the leaders of
particular business units), as the case may be, into a statistical regression
model supplied by the survey providers, which then computes the size-adjusted
median by position for base salaries, annual cash incentives and long-term
incentives.  We use the average of the
size-adjusted medians from the two surveys as the standard by which we set base
salary and annual cash incentive targets.
For long-term incentive guidelines, we use the size-adjusted median of
the Towers Perrin survey, which the Compensation Committee’s consultant
validates against its own data for reasonableness.

We
annually assess the reasonableness of our total compensation levels and mix
relative to the data contained in these surveys. We have no explicit peer group
with which to compare compensation levels because these companies are either
privately held or are publicly held but the portion of the company which
competes with our business is not separately reported and, therefore, directly
comparable compensation figures are not publicly available.  Since no explicit peer group exists based on
our size and business type, we annually verify the reasonableness of the survey
information used for our named executive officers by compiling proxy statement
compensation information

Confidential Treatment Requested
by Ecolab Inc.

from
the Standard & Poor’s 500 Materials Sector, of which we are a
component. The companies which comprise the Standard & Poor’s 500
Materials Sector are:

Air Products & Chemicals Inc.

AK Steel Holding Corp.

Alcoa Inc.

Allegheny Technologies Inc.

Ball Corp.

Bemis Co. Inc.

CF Industries Holdings Inc.

Dow Chemical

Du Pont (EI) De Nemours

Eastman Chemical Co.

Ecolab
Inc.

Freeport-McMoran
COP & GOLD

Int’l
Flavors & Fragrances

Int’l
Paper Co.

Meadwest
Vaco Corp.

Monsanto
Co.

Newmont
Mining Corp.

Nucor
Corp.

Pactiv
Corp.

PPG
Industries Inc.

Praxair
Inc.

Rohm
and Haas Co.

Sealed
Air Corp.

Sigma-Aldrich
Corp.

Titanium
Metals Corp.

United
States Steel Corp.

Vulcan
Materials Co.

Weyerhaeuser
Co.

SEC Comment:

4.                                                  We note your response to prior
comment 2.  Please provide us with a more
detailed explanation as to why disclosure would be likely to cause you
substantial competitive harm.  For
example, how would disclosure of targets relating to business unit revenue and
operating income goals provide competitors with specific information about your
strategic planning that would then cause substantial competitive harm?  Please also explain more thoroughly how you
would be competitively harmed if EPS goals were disclosed.  The fact that these goals are not currently
reported and are different from EPS guidance provided to the public does not
explain how you would be likely to be substantially competitively harmed if the
information were disclosed.  Further, it
is not clear why disclosure of a narrow range of “low double-digit to mid-teen
double-digit growth” would not be competitively harmful, but disclosure of the
actual targets within that range would be harmful.

Confidential Treatment Requested
by Ecolab Inc.

Response

EPS
targets.  For the 2009 proxy statement, we will
disclose our 2008 EPS goals and, in future filings, we will continue to make
this disclosure as long as EPS goals remain a target for any of our named
executive officers and are material.

Business
unit targets.  The disclosure of Ecolab’s business unit
revenue and operating income goals will cause Ecolab competitive harm.   As discussed in response to the SEC’s prior
comment #2, Ecolab’s competitors do not disclose comparable target 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 to its overall
business 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.

[****]

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 have further questions or
comments or need any further information or clarification, 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)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

January 26, 2009

By U.S. Mail and Facsimile to (651) 293-2573

Douglas M. Baker, Jr. Chairman of the Board, President and Chief Executive Officer  Ecolab Inc. 370 Wabasha Street North St. Paul, Minnesota 55102
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 Mr. Baker:
We have reviewed your response letter dated January 12, 2009 and have the following
additional comments.   In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.  We welcome any questions you may have about our comments or on any other aspect of our review.

Definitive Proxy Statement on Schedule 14A

Compensation Discussion & Analysis, page 25

1. We note your response to comment 1 of our November 26, 2008 letter.  We note that the
discussion of where you target each element of compensation against the peer companies and where actual payments fall, generally groups together the named executive officers to disclose where the actual payments fall within targeted parameters.  For example, on page 26, the actual base salary of the CEO in relation to benchmarked targeted parameters is discussed separately but the other named executive officers are grouped together.  Furthermore, on pages 27 and 28 in the disclosure of where actual award payments fall in relation to benchmarked targeted parameters, a range is given, and the named executive officers, including the CEO are grouped together.  In future filings, please disclose for each named executive officer, where actual payments fall within

Douglas M. Baker, Jr.
Ecolab Inc.
January 26, 2009 Page 2
benchmarked targeted parameters.  To the extent actual compensation was outside a targeted percentile range, please explain why.
 2. In your disclosure, provide an explanation of the data that you are comparing to the actual benchmarked targeted compensation.  For example, on page 26, does the statement that “the annualized base salary rates after the increases are within approximately 91% of our competitive market for the principal executive officer” mean that in 91% of all of the benchmarked companies the median principal executive officer pay is equal to or lower than the pay of your principal executive officer, does it mean that you paid your principal executive officer 91% of the mean of all of th e principal executive officer salaries in your
benchmarked survey or does it have another meaning?

3. In future filings, please explain how and why you size adjust data from third party
surveys and disclose your size adjusted competitive market.  Also, disclose the specific median range used as the standard to set your targets and explain the data that relates to the median range percentages.
 4. We note your response to prior comment 2.  Please provide us with a more detailed explanation as to why disclosure would be likely to cause you substantial competitive harm.  For example, how would disclosure of targets relating to business unit revenue and operating income goals provide competitors with specific information about your strategic planning that would then cause substantial competitive harm?  Please also explain more thoroughly how you would be competitively harmed if EPS goals were disclosed.  The fact that these goals are not currently reported and are different from EPS guidance provided to the public does not explain how you would be likely to be substantially competitively harmed if the information were disclosed.  Further, it is not clear why disclosure of a narrow range of “low double-digit to mid-teen double-digit growth” would not be competitively harmful, but disclosure of the actual targets within that range would be harmful.

Closing Comments

As appropriate, please respond to these comments within 10 business days or tell us
when you will provide us with a response.  Please furnish a letter on EDGAR that keys your
responses to our comments and provides any requested supplemental information.  Detailed response letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

Douglas M. Baker, Jr.
Ecolab Inc. January 26, 2009 Page 3
Please direct questions to Sherry Haywood, Staff Attorney at (202) 551-3345, or me at
(202) 551-3771.
Sincerely,

Pamela Long  Assistant Director
  cc:  Sarah Erickson (via facsimile 651/ 293-2573)        Associate General Counsel        Ecolab Inc.

CORRESP
1
filename1.htm

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.

2

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.

3

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

4

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)

5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

November 26, 2008

By U.S. Mail and Facsimile to (651) 293-2573
 Douglas M. Baker, Jr. Chairman of the Board, President and Chief Executive Officer  Ecolab Inc. 370 Wabasha Street North St. Paul, Minnesota 55102
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 Mr. Baker:
We have reviewed your filing and have the following comments.   Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.  Definitive Proxy Statement on Schedule 14A

Compensation Discussion & Analysis, page 25

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

Douglas M. Baker, Jr.
Ecolab Inc.
November 26, 2008 Page 2
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.
 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.
 Closing Comments

Please respond to these comments by filing an amendment to your filing and providing
the supplemental information requested within 10 business days or tell us when you will respond.  Please provide us with a supplemental response that addresses each of our comments and notes the location of any corresponding revisions made in your filing.  Please also note the location of any material changes made for reasons other than responding to our comments.  Please file your supplemental response on EDGAR as a correspondence file.  We may raise additional comments after we review your responses and amendment.   To expedite our review, you may wish to provide complete packages to each of the persons named below.  Each package should include a copy of your response letter and any supplemental information, as well as the amended filing, marked to indicate any changes.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain that they have provided all information investors
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 connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in their filings;
• 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
• 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.

Douglas M. Baker, Jr.
Ecolab Inc. November 26, 2008 Page 3
In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
Please direct questions to Sherry Haywood, Staff Attorney at (202) 551-3345, or me at
(202) 551-3771.
Sincerely,    Pamela Long  Assistant Director
  cc:  Sarah Erickson (via facsimile 651/ 293-2573)        Associate General Counsel        Ecolab Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

December 20, 2007

via U.S. mail and facsimile

Mr. Steven L. Fritze  Executive Vice President and Chief Financial Officer
Ecolab Inc.
370 Wabasha Street N.
St. Paul, MN  55102
RE: Ecolab Inc.
Form 10-K for Fiscal Year Ended December 31, 2006
  Filed February 28, 2007    Form 10-Q for the Quarterly Period ended September 30, 2007   Filed November 2, 2007
File No. 001-09328
 Dear Mr. Fritze:

We have completed our review of these filings and have no further comments at
this time.

If you have any further questions regard ing our review of your filings, please
direct them to Ryan Rohn, Staff Accountant,  at (202) 551-3739 or, in his absence, to
Tracey Houser, Staff Accountan t, at (202) 551-3736, or to the undersigned at (202) 551-
3355.          S i n c e r e l y ,            T e r e n c e  O ’ B r i e n         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

  STEVE FRITZE

  Executive
  Vice President

  & Chief
  Financial Officer

  T 651.293-2401

  F 651.225.3022

December 10, 2007

Mr. Terence
O’Brien

Accounting
Branch Chief

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549-7010

  RE:

  Ecolab Inc.

  Form 10-K for Fiscal Year Ended December 31, 2006

  Filed February 28, 2007

  Form 10-Q for the Quarterly Period ended
  September 30, 2007

  Filed November 2, 2007

  File No. 001-09328

Dear
Mr. O’Brien:

This
letter is written in response to the staff’s comment letter dated November 26,
2007 on the Company’s Form 10-K for the year ended December 31, 2006
and the Company’s Form 10-Q for the quarter ended September 30,
2007.  For ease of reference, we have
included the staff’s comment along with our response to assist in the review
process.

Form 10-Q for the Quarterly Period ended September 30,
2007

SEC Comment:

2. Special Charges, page 8

  1.

  We note your $27.4 million charge for an arbitration
  settlement related to two California class action lawsuits involving
  wage/hour claims affecting former and current Pest Elimination employees
  during the third quarter of fiscal year 2007, which is 16% and 6% of
  operating income for the three months and nine months ended September 30,
  2007, respectively. We further note the following related to your loss
  contingency disclosures for this item and in general:

  ·

  You did not provide specific, forewarning disclosures for
  these matters in any prior filing, including your Form 10-K for the
  fiscal year ended December 31, 2006, until your Form 8-K filed on
  October 22, 2007.

1

  ·

  You did not provide any loss contingency disclosures,
  either specific or general, in your Forms 10-Q for the fiscal quarters ended
  March 31, 2007, and June 30, 2007.

  ·

  In Part II, Item 1 of your Form 10-Q for the
  fiscal quarter ended June 30, 2007, on page 28, you included a
  general discussion of legal proceedings that arise in the ordinary course of
  business for which you listed wage hour lawsuits which may assert individual
  or class claims as an example. As such, it would appear that these two class
  action lawsuits were in existence and known by management as of June 30,
  2007, at a minimum. However, you did not provide any specific SFAS 5
  disclosures for these two class action lawsuits in this filing.

  ·

  Your specific disclosure in note 2 of your
  September 30, 2007, interim financial statements does not appear to
  provide investors with sufficient information to fully understand the nature,
  timing, status of your challenge to the arbitrator’s decision and the merits
  of your challenging such decision of these two class action lawsuits. In
  addition, you do not disclose the other wage hour lawsuit that has been
  certified as a class action lawsuit or any of the disclosures required by
  SFAS 5.

Based on the materiality of the arbitration
settlement without consideration of any post-award interest you are also
required to pay, it is unclear how you determined your disclosures in your
annual and quarterly filings comply with the requirements in paragraphs 9 and 10
of SFAS 5 for your annual and interim financial statements and Rule 10-01(a)(5) of
Regulation S-X for your interim financial statements.

Response

The
Company carefully considered its compliance with Statement of Financial
Accounting Standards 5 “Accounting for Contingencies” (SFAS 5) as well as Item
103 of Regulation S-K and Rule 10-01(a)(5) of Regulation S-X in
setting appropriate accruals and making appropriate disclosures in its public
filings for the two California class actions prior to the $27.4 million (before
tax) arbitration settlement (the “Subject Cases”) in the third quarter of the
Company’s fiscal year 2007.  The first of
the related Subject Cases was filed in June 2005 and the second was filed
in June 2006.  A class was not
certified in the first case until May 8, 2006 and a class has yet to be
certified in the second case, but because they are related factually and the
plaintiffs in both cases are represented by the same law firm, the Company has
treated them as one action.  The
requirements of SFAS 5 were considered at least once each quarter for the
Subject Cases beginning when the first claim was filed.

Prior
to March 2007, the Company planned to vigorously defend the Subject
Cases.  Based on the Company’s planned
legal defense and prior experience in similar cases, the Company concluded a
loss was not probable and that there was not risk of material loss.  Therefore, no accrual for loss was recorded,
nor were specific SFAS 5 disclosures made.
In March 2007, notwithstanding our strong legal arguments (for example,
the judge in the first lawsuit, in denying the plaintiff’s motion for summary
judgment,  indicated that the jobs in
question came within an exemption from overtime pay), the Company decided to

2

pursue
a mediated settlement of the Subject Cases in order (1) to mitigate
against incurring continuing legal fees in the defense of the Subject Cases,
and (2) to resolve any potential future jury risk in the Subject
Cases.  In March 2007 the Company
recorded a $500,000 loss accrual for the Subject Cases, representing the point
in an estimated range of $0 - $5 million (before tax) at which the Company
believed the Subject Cases were most likely to settle.  At that time we concluded that our range of
estimated loss was not material to our $368.6 million reported net income for
fiscal year 2006 or our $89.5 million reported net income for the first quarter
of 2007 and, accordingly, our March 31, 2007 financial statements did not
include any specific SFAS 5 disclosures for the Subject Cases.  During the second quarter of 2007, an initial
mediation was conducted which resulted in an agreement as to a framework for
reaching a settlement amount utilizing arbitration as a means to quantify a
portion of the settlement.  Based on this
development, in June 2007 we increased our loss accrual from $500,000 to
$2 million, again based on a SFAS 5 analysis.  The $2 million accrual represented the best
estimate of loss within an estimated range of $0 to $5 million (before tax).  Consistent with our prior materiality
conclusions, we determined that the accrual and the upper end of our range was
not material to our financial statements and therefore we did not include any
specific SFAS 5 disclosures in our June 30, 2007 financial
statements.  Although the loss exposure
related to the Subject Cases did not meet the materiality threshold for
disclosure pursuant to S-K 103, we did include wage hour lawsuits in our
general discussion of legal proceedings in Part II of our June 30, 2007
Form 10-Q  because the Company
believed, due to litigation trends affecting employers generally, that the
frequency of these types of claims may be increasing.

Arbitration
was conducted during the third quarter of 2007 and our accrual and estimated range
of loss remained unchanged until an arbitration award was issued on September 24,
2007.  It is fair to say that the Company
was stunned by the amount of the award.
A press release disclosing the amount of the potential payment resulting
from the arbitration award, if its stands, was issued within 24 hours of the
Company learning of the arbitrator’s decision.

To
provide perspective on the Company’s estimate of amount of loss, the Company
had previously successfully resolved past class actions consistent with its
analysis.  A class action alleging
service liability was successfully resolved in 2005 for less than the estimated
cost of defense.  A securities class
action lawsuit related to a public company acquisition was also successfully
resolved in 2005 after minor changes in the proxy statement and payment of
$201,000 in plaintiffs’ attorneys’ fees.
Also in 2005, the Company resolved a wage hour action asserting class
status for a $20,000 payment.  Related to
that case was a Department of Labor (DOL) audit of the Company’s pay practices,
with the DOL agreeing with the Company’s analysis that the position was exempt
from overtime pay.  The Company also
received a favorable summary judgment award in mid-2006 on a different
California wage hour action than the Subject Cases on which class status was
sought but not granted.  Given this past
experience with class actions and wage hour issues, the Company had reason to
believe that its SFAS 5 analysis of the Subject Cases was accurate and that its
disclosure was appropriate based on the facts and its materiality assessment.

3

As
Item 103 of Regulation S-K provides, only material litigation, in part defined
in Instruction 2 to Item 103 as one involving a claim for damages in an amount
greater or equal to 10% of the Company’s current assets, need be
disclosed.  The Company’s total current
assets as of September 30, 2007 and December 31, 2006 were $1.60
billion and $1.85 billion, respectively, as disclosed in the Company’s filed Form 10-Q
for the fiscal quarter ended September 30, 2007.  The Subject Cases sought unspecified damages
and the estimated range of loss prior to the arbitration award, as described
above, was clearly below the materiality threshold of the regulation.

At
the time the Company filed its Form 10-Q for the period ended September 30,
2007, the Company had indicated to the applicable court in a filing made October 16,
2007 and in oral argument made October 29, 2007 that it intended to file a
motion seeking to vacate the arbitration award for various reasons, including (1) the
award was procured by plaintiffs’ fraudulent representation that neither party
would bear the burden of proof when plaintiffs intended to argue at the
arbitration hearing that Ecolab bore the burden of proof and (2) the
arbitrator exceeded the scope of his authority by using alleged discovery
abuses as part of the basis for his ruling.
The Company has until January 2008 to file this motion and,
therefore, any additional disclosure as to the grounds for the motion before
that time would be premature because the Company is in the process of
continuing to formulate its legal strategy.

The
Company has made appropriate disclosure of the other wage hour lawsuit that has
been certified because at this time the Company believes that there is not a
reasonably possible risk of material loss.

SEC
Comment:

In future filings, please include disclosures within the
footnotes to your consolidated financial statements that addresses the following,
at a minimum, with regards to your loss contingencies:

·                  For
each of the wage hour class action claims, disclose (i) the nature of the
lawsuits, (ii) when you became aware of these lawsuits, (iii) the
amount of damages sought, (iv) the amount of your accrual for these
lawsuits for each period presented, and (v) the amount or range of
reasonably possible loss in excess of accrual for the class action lawsuit that
remains unsettled.

·                  Provide
the disclosures required by SFAS 5 and/or SAB Topic 5.Y for any other lawsuit,
legal claim, environmental matter or other loss contingency that is either
probable or reasonably possible of having a material impact to your financial
position, results of operations and/or liquidity within the footnotes to your consolidated
financial statements in all of your annual and quarterly filings.

4

Response

In
future filings, the Company will continue to conduct a SFAS 5 analysis,
establish and maintain the accruals resulting from such analysis and make
appropriate disclosures as required by SFAS 5, Item 103 of Regulation S-K and Rule 10-01(a)(5) of
Regulation S-X, as applicable, in all our annual and quarterly filings.

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 have further questions or
comments or need any further information or clarification, please do not
hesitate to contact me.

Sincerely,

  /s/Steven
  L. Fritze

  Steven
  L. Fritze

  Executive
  Vice President

  and
  Chief Financial Officer

5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

November 26, 2007

via U.S. mail and facsimile

Mr. Steven L. Fritze  Executive Vice President and Chief Financial Officer
Ecolab Inc.
370 Wabasha Street N.
St. Paul, MN  55102
RE: Ecolab Inc.
Form 10-K for Fiscal Year Ended December 31, 2006
  Filed February 28, 2007    Form 10-Q for the Quarterly Period ended September 30, 2007   Filed November 2, 2007
File No. 001-09328
 Dear Mr. Fritze:    We have limited our review of your filings  to the issue we have addressed in our
comment.  If you disagree with a comment, we will consider your explanation as to why
our comment is inapplicable or a revision is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your disclosure.  After reviewing this information, we may or  may not raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-Q for the Quarterly P eriod ended September 30, 2007

2. Special Charges, page 8

1. We note your $27.4 million charge for an arbitration settlement related to two
California class action lawsuits involving wage/hour claims affecting former and
current Pest Elimination employees duri ng the third quarter of fiscal year 2007,
which is 16% and 6% of operating income for the three months and nine months

Mr. Steven L. Fritze
Ecolab Inc.
November 26, 2007 Page 2
ended September 30, 2007, respectively.  We further note the following related to
your loss contingency disclosures for this item and in general:

• You did not provide specific, forewarning disclosures for these matters in any
prior filing, including your Form 10-K fo r the fiscal year ended December 31,
2006, until your Form 8-K filed on October 22, 2007.
• You did not provide any loss contingenc y disclosures, either specific or
general, in your Forms 10-Q for the fiscal quarters ended March 31, 2007, and
June 30, 2007.
• In Part II, Item 1 of your Form 10-Q for the fiscal quarter ended June 30,
2007, on page 28, you included a general disc ussion of legal proceedings that
arise in the ordinary course of business for which you listed wage hour
lawsuits which may assert individual or class claims as an example.  As such, it would appear that these two class ac tion lawsuits were in existence and
known by management as of June 30, 2007, at a minimum.  However, you did not provide any specific SFAS 5 disclosures for these two class action lawsuits in this filing.
• Your specific disclosure in note 2 of your September 30, 2007, interim
financial statements does not appear to provide investors with sufficient
information to fully understand the nature , timing, status of your challenge to
the arbitrator’s decision and the merits  of your challengi ng such decision of
these two class action lawsuits.  In addition, you do not disclose the other
wage hour lawsuit that has been certifie d as a class action lawsuit or any of
the disclosures required by SFAS 5.
 Based on the materiality of th e arbitration settlement without consideration of any
post-award interest you are al so required to pay, it is unclear how you determined
your disclosures in your annual and qu arterly filings comply with the
requirements in paragraphs 9 and 10 of  SFAS 5 for your annual and interim
financial statements and Rule 10-01(a )(5) of Regulation S-X for your interim
financial statements.  In future filings, please include disclosures within the footnotes to your consolidated financial statements that addresses the following,
at a minimum, with regards to your loss contingencies:

• For each of the wage hour class action cl aims, disclose (i) the nature of the
lawsuits, (ii) when you became aware of  these lawsuits, (iii) the amount of
damages sought, (iv) the amount of your accrual for these lawsuits for each
period presented, and (v) the amount or range of reasonably possible loss in
excess of accrual for the class acti on lawsuit that remains unsettled.

Mr. Steven L. Fritze
Ecolab Inc.
November 26, 2007 Page 3
• Provide the disclosures required by SF AS 5 and/or SAB Topic 5:Y for any
other lawsuit, legal claim, environmenta l matter or other loss  contingency that
is either probable or reasonably possibl e of having a material impact to your
financial position, results of  operations and/or liquidity  within the footnotes to
your consolidated financial statements  in all of your annual and quarterly
filings.

*    *    *    *
      Please respond to this comment within 10 business days, or tell us when you will provide us with a response.  Please provide us with a supplementa l response letter that
keys your response to our comment and provide any requested supplemental information.  Detailed letters greatly facil itate our review.  Please s ubmit your supplemental response
on EDGAR as a correspondence file.  Please understand that we may have additional
comments after reviewing your  response to our comment.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comment, please provide, in writing, a 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 Commission from taking any action with respect to the filing; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
   In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filings.

Mr. Steven L. Fritze
Ecolab Inc.        November 26, 2007 Page 4
If you have any questions regarding these comments, please direct them to Ryan
Rohn, Staff Accountant, at ( 202) 551-3739 or, in his absenc e, to Tracey Houser, Staff
Accountant, at (202) 551-3736, or to the undersigne d at (202) 551-3355.
        S i n c e r e l y ,            T e r e n c e  O ’ B r i e n         Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

February 20, 2007

via U.S. mail and facsimile

Mr. Steven L. Fritze
Executive Vice President and Chief Financial Officer
Ecolab Inc.
370 Wabasha Street North
St. Paul, MN  55102

RE: Ecolab Inc.
Form 10-K for Fiscal Year Ended December 31, 2005
  Filed February 28, 2006
  File No. 001-09328

Dear Mr. Fritze:

We have completed our review of this f iling and have no further comments at this
time.

If you have any further questions regarding our review of your filing, please direct
them to Ryan Rohn, Staff Accountant, at (202)  551-3739 or, in his absence, to Al Pavot,
Staff Accountant, at (202) 551-3738, or to the undersigned at (202) 551-3355.

       S i n c e r e l y ,

       T e r e n c e  O ’ B r i e n
       Accounting Branch Chief

CORRESP
1
filename1.htm

370
Wabasha Street N

St. Paul, MN 55102

January 30, 2007

  Mr. John Hartz

  United States Securities and Exchange Commission

  Division of Corporation Finance

  100 F Street, N.E.

  Washington, D.C. 20549-7010

  CONFIDENTIAL TREATMENT HAS BEEN
  REQUESTED BY ECOLAB INC. PURSUANT TO SEC RULE 83 FOR INFORMATION INCLUDED IN
  THE RESPONSE TO COMMENT 1, WHICH INFORMATION HAS BEEN DELIVERED TO THE SEC’S
  DIVISION OF CORPORATION FINANCE.

  Re:

  Ecolab Inc.

  Form 10-K for Fiscal Year Ended December 31,
  2005

  Filed February 28, 2006

  File No. 001-09328

Dear Mr. Hartz:

This letter is written in
response to the staff’s comment letter dated December 18, 2006 on the Company’s
Form 10-K for the year ended December 31, 2005.
For ease of reference, the numbered responses correspond to the numbered
paragraphs of the comment letter.  We
have also included the staff’s comment along with our response to assist in the
review process.

Segment Disclosure

1.              Please
identify for us your operating segments pursuant to paragraph 10 of SFAS
131.  As part of your response, please
identify your chief operating decision maker and provide us with copies of the
relevant financial reports reviewed by your chief operating decision maker.

Please also tell us in detail how you determined
that your operating segments met each of the criteria in paragraph 17 of SFAS
131 for aggregation.  To the extent you
are aggregating operating segments because you believe your segments are
economically similar, please provide us with an analysis that includes
historical revenues, gross profits, gross profit margins, operating profits,
and operating profit margins, along with any other information you believe
would be useful for each of your operating segments to help us understand how
these operations are economically similar.
Please also address any differences in the trends these financial
indicators depict (e.g. if operating income is decreasing for one operation and
increasing for another).

Response

As previously discussed
in our June 12, 2001 response to the SEC Comment letter dated April 27, 2001,
the Company carefully considered its compliance with SFAS No. 131 when it was
initially adopted in 1998.  At that time,
the Company met at the FASB’s offices with representatives of the FASB staff
and certain FASB board members (including the chairman),  and discussed the Company’s initial adoption
of SFAS No. 131, specifically the application of the aggregation criteria
included in paragraph 17 of SFAS No. 131 to its operating segments.  Based on the Company’s review of paragraph
17, and its discussions with the FASB board members and staff representatives,
the Company concluded that it had three reportable segments.  Since adoption of SFAS No. 131, there has
been no substantive change in the types of business activities in which the
Company engages.

Based on the definition
of an operating segment as set forth in paragraph 10 of SFAS No. 131, the
Company has 14 operating segments.  These
operating segments are disclosed in the Management Discussion and Analysis  section of our Annual Report and in the
narrative description of business under Item 1(c) of Form 10-K.  Each of the operating segments has a general
manager responsible for business unit performance.

Douglas M. Baker,
Ecolab’s Chairman of the Board, President and CEO, is the chief operating
decision maker (CODM). The CODM considers a variety of operating information to
evaluate performance and allocate resources to the Company’s operating segments
with a long-term goal of strong and sustainable growth.  Operating information for each of the
operating segments is summarized and provided to the CODM and the senior
management team and has been included in Exhibit A to this letter. The
CODM uses operating segment financial reports to assess performance, allocate
resources and make decisions on investments.
Although the Company produces multiple views and subtotals in its
financial reporting analysis, the CODM reviews the Company’s overall
performance on an operating segment and public reporting segment basis.  We are sending the materials in Exhibit A to
you separately and as a supplemental submission under Rule 12b-4 of the
Securities Exchange Act of 1934, as amended, and therefore we respectfully
request that this information be returned to us when you are finished with your
review.  In the event you determine not
to return Exhibit A, we also have specifically requested confidential treatment
of Exhibit A pursuant to 17 C.F.R. Section 200.83.

In applying the
aggregation criteria of paragraph 17 of SFAS No. 131 the Company determined
that several of its domestic operating segments met the aggregation criteria
included in paragraph 17.  These
operating segments were aggregated into the United States Cleaning &
Sanitizing reportable segment.  The
Company’s four international operating segments also met the aggregation
criteria and were combined into the International reportable segment.  The two U.S. operating segments not meeting
the paragraph 17 criteria were combined, based on the guidance in paragraph 21,
into an all other category captioned the “United States Other Services”
reportable segment.  The Company’s
conclusions with respect to each reportable segment are explained further in
the following paragraphs.

 2

United States Cleaning
& Sanitizing Reportable Segment

The United States
Cleaning & Sanitizing reportable segment includes the following operating
segments:  Institutional, Food &
Beverage, Kay, Textile Care, Healthcare, Vehicle Care, Water Care and
Professional Products (beginning in 2007, this segment will be combined with
Institutional).

Paragraphs 17(a) through
17(d) of SFAS No. 131 established four aggregation criteria – nature of the
product, nature of the production process, class of customer, and method of
distribution – that have been met in aggregating these operating segments into
the United States Cleaning & Sanitizing reportable segment.

·                  The nature of the products sold by
each of these operating segments is similar.
The primary focus of these products is cleaning and sanitizing. Each of
these products meets the cleaning and sanitizing needs of our customers.

·                  The nature of
the production process is similar.  The
operating segment products are manufactured in shared facilities using common
processes and procedures.  As such, the
underlying manufacturing processes are the same for all product lines within
the United States Cleaning & Sanitizing reportable segment.  The manufacturing facilities are operated to
support the product lines of our operating segments.  For example, each of the Company’s
manufacturing facilities produces liquid products, our largest product type,
for all of our United States Cleaning and Sanitizing operating segments (with
the single exception of Kay, which requires specialized packaging equipment).

·                  Each of the
operating segments sells to similar customers.
Large global and regional accounts and distributors represent the vast
majority of the customer base for each of these businesses.  These accounts include large hotel, resort,
restaurant chains, or healthcare facilities, as well as large beverage, dairy
and other food processing accounts.  In
many cases the same customer will purchase products from several of these
individual operating segments.

Consistent with our “Circle the Customer” strategy, the Company’s
operating segments are focused on cross selling opportunities to our core
customer base.  As a result of this
strategy, many global and regional accounts and distributors purchase products
from multiple operating segments.  The
Company will continue to emphasize “Circle the Customer” as a primary growth
strategy.

·                  The methods used
to distribute the products of the United States Cleaning & Sanitizing
businesses are also similar.  The Company
utilizes a network of distribution facilities to drive the lowest delivered
product cost and on time delivery for the customer.  Product is shipped from centralized
distribution centers directly to the Company’s customers.

 3

The Company has also considered
the similarity of the economic characteristics for the eight operating segments
included in its United States Cleaning & Sanitizing segment.  Based on an average of the last three years,
substantially all of the revenues (87%) and operating income ([***]%) are
comprised of Institutional, Food & Beverage, and Kay operating
segments.  Each of these operating
segments exhibit similar long-term financial performance with average operating
income margins ranging from [***]% to [***]%.
The CODM utilizes operating income margins as a key performance metric
and the Company believes this range of operating income margins constitutes
economic similarity for this reportable segment.

With respect to the five
smaller operating segments (Textile Care, Healthcare, Water Care, Vehicle Care
and Professional Products) which comprise a minority of the reportable
segment’s sales (13%) and operating income ([***]%), the Company acknowledges
the differences in operating margins of these businesses yet believes that these
businesses are best aggregated with the other cleaning and sanitizing
businesses especially after considering (i) they meet all of the aggregation
criteria set forth in paragraphs 17(a) through 17(d) of SFAS No. 131, (ii) the
business approach is consistent with the Company’s “Circle the Customer”
strategy and there is cross selling between these segments and (iii) the
relative insignificance of their overall operations, none of which exceed any
of the quantitative thresholds of paragraph 18 of SFAS No. 131.

Additionally, beginning in
2007 the Company will integrate the Professional Products segment into the
Institutional segment.  Excluding the
Professional Products segment, the remaining four segments had an average
operating margin of [***]% for 2005 and [***]% for 2006.  The Company has considered and acknowledges
that the sales and operating income growth trends may vary for these four
remaining operating segments due to the relative size, market share,
acquisition activity, and competitive position.  However, it is the Company’s expectations that
as these segments continue to grow and capitalize on the “Circle the Customer”
strategy, they have the potential for double digit operating margins.    The Company does not believe this metric
would prevent aggregation under SFAS No. 131.

United States Other
Services Reportable Segment

The United States
Other Services reportable segment includes the Pest Elimination and GCS Service
operating segments. These two operating segments are primarily fee for service businesses
targeted at the Company’s core customer group.
Since the primary focus of these segments is services, they have not
been combined with our United States Cleaning and Sanitizing reportable segment
which sells cleaning and sanitizing products.
Although Pest Elimination and GCS Service segments do not currently
exhibit similar levels of operating profitability, it is our expectation that
the GCS Service operating profits will improve.
The operating segments do not exceed any of the quantitative threshold
criteria of paragraph 18 of SFAS No. 131.
Based on their similar nature and insignificance, these operating segments
were combined and disclosed as an “all other” category in accordance with
paragraph 21 of SFAS No. 131.  Though not
required by SFAS No. 131, the Company has elected to disclose

Ecolab Inc. has made a Rule 83 Confidential
Treatment Request for certain portions of page 4 of this Response Letter marked
by “[***]” and has designated such as Confidential Treatment Request No.
ECL-001.

 4

supplementary information
regarding these operating segments which goes beyond the requirements of SFAS
No. 131.

The staff has noted that
the Company’s United States Pest Elimination business is part of the United
States Other Services reportable segment while the International Pest
Elimination business is part of the International segment.  The Company discloses in the MD&A section
of the annual report that we manage and evaluate our operations geographically.  As a result the International Pest Elimination
business is managed and evaluated as part of the International reportable
segment.

International Reportable
Segment

The International
reportable segment includes Europe, Middle East and Africa (EMEA), Asia
Pacific, Latin America and Canada operating segments.  In determining whether the Company’s
international operating segments could be considered a reportable segment under
SFAS No. 131, the Company recognizes that the guidance in paragraph 15 of SFAS
No. 131 indicates that product line information would take precedence over
geographic data.  While the Company has
considered this point in its determination, the Company also notes that product
line information for its international businesses is not utilized by Company
management in assessing performance, but rather the Company’s internal
management reporting utilized by the CODM is by geographic regions.  The Company’s international operations are
managed by two international vice president positions that are responsible for
total operating segment results and who report directly to the CODM.  One international vice president is
responsible for Asia Pacific and Latin America and another international vice
president managing the combined segment of Europe, Middle East and Africa
(CODM, Douglas M. Baker, currently is filling this role on a temporary
basis).

The Company’s Canadian
segment is managed by general managers of United States operating segments in
order to leverage operational efficiencies.
However the Canadian segment, which represents 6% of International
revenues and 3% of total revenues, has inherent market and currency risks which
are consistent with operating in an international business environment.  Therefore the Company believes it provides
greater transparency to readers of our financial statements to aggregate the
Canadian business with the International reportable segment.  In this regard, the Company considers each of
the geographic regions to be operating segments.

The Company again refers
to the four aggregation criteria as set out in Paragraphs 17(a) through 17(d)
of SFAS No. 131 that have been met in aggregating these operating segments into
the International reportable segment.

·                  The nature of
the products sold for each of our international operating segments is
similar.  The primary focus of these
products are cleaning and sanitizing.
Each of these products meets the cleaning and sanitizing needs of our
customers. In some instances it is necessary to customize our product to
conform to the local needs and requirements in the international
locations.  This customization, for
example, may consist of changes to

 5

packaging and regulatory labeling requirements (i.e.
metric system). However, the primary nature of the cleaning and sanitizing
products are similar.

·                  The nature of
the international production process is similar between operating
segments.  Our international operating
segment products are manufactured in shared facilities using common processes
and procedures.  For product lines not
produced in the Company’s international manufacturing facilities, the Company
exports product from manufacturing facilities in the United States and Europe.
As such, the underlying manufacturing processes are the same for all product
lines within the International reportable segment.

·                  Each of the
operating segments sells to similar customers.
Large global and regional accounts and distributors represent the vast
majority of the customer base for each of these geographic regions.  These accounts include large hotel, resort,
restaurant chains, or healthcare

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

December 18, 2006

via U.S. mail and facsimile

Mr. Steven L. Fritze
Executive Vice President and Chief Financial Officer
Ecolab Inc.
370 Wabasha Street North
St. Paul, MN  55102

RE: Ecolab Inc.
Form 10-K for Fiscal Year Ended December 31, 2005
  Filed February 28, 2006
  File No. 001-09328

Dear Mr. Fritze:

  We have reviewed the financial stat ements and Management’s Discussion and
Analysis in your filing and have the follo wing comments.  If you disagree with a
comment, we will consider your explanation as to why our comment is inapplicable or a
revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some
of our comments, we may ask you to provide us with supplemental information so we
may better understand your disclosure.  After reviewing this inform ation, we may or may
not raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Segment Disclosure

1. We note that you currently disclose three reportable segments; United States Cleaning & Sanitizing segment, United States Other Services segment, and
International segment.  In consideration that sales in your United States Cleaning and Sanitizing segment represented 43% of  your total consolidated net sales for
both December 31, 2005 and December 31, 2004, we note the following:
• You indicate that your United States Cleaning & Sanitizing segment is
comprised of eight divisions.

Mr. Steven L. Fritze
Ecolab Inc.
December 18, 2006 Page 2
• We note your disclosure on page 3 that you provide products and services to a
variety of different types of customer s that are hotels and restaurants,
healthcare and educational facilities , quick-service units, grocery stores,
commercial and institutional laundries, light  industry, dairy plants and farms,
food and beverage processors, pharmaceu tical and cosmetics facilities and
vehicle wash industry.
• Your sales growth information presen ted on page 25 indicates significant
differences in net sales from the prior year in each of the eight businesses
compared to each other that you have aggregated into your United States Cleaning & Sanitizing segment.
• You further disclose on page 25 that you experienced various sales growth
among the eight businesses.  For ex ample, you disclose you experienced
double digit growth in your Kay, H ealthcare and Vehicle divisions, good
growth in your Institutional and Food & Beverage divisions, and Professional
Products sales were flat.

  We further note that sales in your In ternational segment represented 49% and
51% of your total consolidated net sa les for the years ended December 31, 2005
and December 31, 2004, respectively.  We also note that your International
segment serves a number of markets for which we would expect economic performance to differ.  Specifi cally, we note the following:
• On page 6, you disclose that your larges t international operations are located
in Europe, Asia Pacific, Latin Ameri ca, and Canada, with smaller operations
in Africa and the Middle East.
• Your disclosure on page 6 indicate s that you customize your products and
services to meet unique local requirements.
• You disclose your sales growth inform ation on page 25 that demonstrates a
decrease in sales growth in Europe, si milar growth between Asia Pacific and
Canada, and significant growth in Latin America.
• Your operating segment performance di scussion on page 26 that discloses
your sales in Europe have been aff ected by an overall weak economy in
Europe, sales in Asia Pacific were driven primarily by growth in East Asia, and you experienced double-digit sale s growth in Latin America.
• There are several executive vice presiden ts that manage various international
regions based on your disclosures on page 11.

  We note that you have aggregated Pest  Elimination and GCS Service into your
United States Other Services segment.  Y ou disclose on page 48 of Exhibit 13 that
your pest elimination business in the United States is a part of your United States
Other Services segment, while your Intern ational pest elimin ation business is a
part of your International segment.  We  further note you disclose in Note 2 on
page 36 that GCS Service is currently reporting losses.

Mr. Steven L. Fritze
Ecolab Inc.
December 18, 2006 Page 3
  In light of these disclosures, it is un clear to us how you have determined that you
have three reportable segments.  Please  identify for us your operating segments
pursuant to paragraph 10 of  SFAS 131.  As part of your  response, please identify
your chief operating decision maker and provi de us with copies of the relevant
financial reports reviewed by your ch ief operating decision maker.

 Please also tell us in detail how you dete rmined that your operating segments met
each of the criteria in paragraph 17 of SFAS 131 for aggregation.  To the extent
you are aggregating operating segments because you believe your segments are economically similar, please provide us with  an analysis that includes historical
revenues, gross profits, gross profit ma rgins, operating profits, and operating
profit margins, along with any other information you believe would be useful for each of your operating segments to help us understand how these operations are economically similar.  Please also addre ss any differences in the trends these
financial indicators depict (e.g. if operating income is decreasing for one operation and increasing for another).

Item 1A. Risk Factors, page 14

2. We note that you have provided the risks and uncertainties that may affect your
operating results and business performance.  In future filings, please expand this
section of your filing to provide a di scussion of each of these risks and
uncertainties.  Refer to Item 1A of Form 10-K and Item 503(c) of Regulation S-K.

Consolidated Statement of Income, page 31

3. We note the following disclosure s regarding your business:
• Your disclosures on page 3 under Business states that you develop and market premium products and services for the hos pitality, foodservice, healthcare and
industrial markets.
• On page 3, you disclose that your United States Cleaning and Sanitizing
segment is comprised of eight division s which provide cleaning and sanitizing
services to United States markets.
• You disclose on page 5 that your pest elimination division provides services
for the detection, elimination and prevention of pests and GCS Service
provides commercial equipment repair services and installed parts.
•  On page 6, your disclosures indicate  that you customize your products and
services to meet unique local requirements.

  In future filings, please breakout your net sales and revenues from services
separately and the related cost of goods sold from cost of services.  Refer to paragraphs (b)1-2 of Item 5-03 of Regulation S-X.

Mr. Steven L. Fritze
Ecolab Inc.
December 18, 2006 Page 4
16. Quarterly Financial Data, page 50

4. We note that your 4th quarter operating results for both 2005 and 2004 have been
unusually low relative to your second and third quarter result s.  Your current
disclosures are unclear as to why this has occurred.  Please explain to us and
include a discussion in your MD&A in future filings why consolidated gross
margins and your United States Cleaning and Sanitizing segment operating margins are lowest in the 4
th quarter.  Refer to paragraph 31 of APB 28.

*    *    *    *

  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your response to our comments and provide any requested supplemental
information.  Detailed letters greatly f acilitate our review.  Please submit your
supplemental response on EDGAR as a corres pondence file.  Pleas e understand that we
may have additional comments after reviewing your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a 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 Commission from taking any action with respect to the filing; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

Mr. Steven L. Fritze
Ecolab Inc.
December 18, 2006 Page 5
If you have any questions regarding these comments, please direct them to Ryan
Rohn, Staff Accountant, at ( 202) 551-3739 or, in his abse nce, to Al Pavot, Staff
Accountant, at (202) 551-3738, or to the undersigne d at (202) 551-3689.

       S i n c e r e l y ,

       John Hartz
       Senior Assistant Chief Accountant