<PAGE>
      
                                      FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              
                                     ECOLAB INC.
                (Exact name of registrant as specified in its charter)

               Delaware                           41-0231510
     (State or other jurisdiction of              (I.R.S. Employer 
     incorporation or organization)               Identification No.)
                              
     Ecolab Center, St. Paul, Minnesota             55102
     (Address of Principal Executive Offices)     (Zip Code)     
                         
          ECOLAB INC. 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                               (Full title of the plan)
                              
                             William R. Rosengren, Esq.
                    Senior Vice President-Law and General Counsel
                                     Ecolab Inc.
                                    Ecolab Center
                              St. Paul, Minnesota 55102
                       (Name and address of agent for service)

                                    (612) 293-2396
          (Telephone number, including area code, of agent for service)
                              
                           Calculation of Registration Fee
     =================================================================
                                  Proposed      Proposed
     Title of                     maximum       maximum              
     Securities     Amount        offering      aggregate    Amount of       
     to be          to be         price         offering     registration 
     registerred    registered(1) per share     price        fee
     -----------------------------------------------------------------
     Common Stock   200,000     $23.1875(3)   $4,637,500(3)   $1,599.15
     par value      shares
     $1.00 per 
     share (2)
     =================================================================
     (1)  In addition, pursuant to Rule 416(a) under the Securities
          Act of 1933, as amended, this Registration Statement also
          covers an indeterminate number of additional shares as may be
          issuable as a result of anti- dilution provisions pursuant to the
          Plan described herein.

     (2)  Each share of Common Stock includes one-fourth share of a
          preferred stock purchase right.

     (3)  Estimated solely for the purpose of calculating the amount
          of the registration fee on the basis of the average between
          the high and low reported sale prices of the Registrant's
          Common Stock as reported on the New York Stock Exchange
          Composite Tape on May 12, 1995 pursuant  to paragraphs (c) and
         (h)(1) of Rule 457 of the Securities Act of  1933, as amended.
         ===============================================================<PAGE>

                                       PART II

                                 INFORMATION REQUIRED
                            IN THE REGISTRATION STATEMENT


     Item 3.  Incorporation of Documents by Reference.

          The following documents filed with the Securities and
     Exchange Commission (the "Commission") are incorporated by
     reference in this Registration Statement:  (1) the Registrant's
     Annual Report on Form 10-K for the year ended December 31, 1994;
     (2) the Registrant's Quarterly Report on Form 10-Q for the
     quarter ended March 31, 1995; (3) all other reports filed by the
     Registrant pursuant to Sections 13(a) or 15(d) of the Securities
     Exchange Act of 1934, as amended (the "Exchange Act"), since
     December 31, 1994; and (4) the description of the Registrant's
     Common Stock, Preferred Stock and Rights contained in its
     Registration Statement on Form 8-A filed with the Commission
     under Section 12 of the Exchange Act, including any amendment or
     report filed for the purpose of updating such description.

          All documents filed by the Registrant with the Commission
     pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
     Act after the date of this Registration Statement and prior to
     the filing of a post-effective amendment which indicates that all
     shares of Common Stock offered pursuant to this Registration
     Statement have been sold or which deregisters all shares of
     Common Stock then remaining unsold, shall be deemed to be
     incorporated by reference in this Registration Statement and to
     be a part hereof from the date of filing of such documents.

     Item 4.  Description of Securities.

          Not Applicable

     Item 5.  Interests of Named Experts and Counsel.

          The consolidated financial statements and related
     supplemental financial statement schedules of the Registrant,
     which are included or incorporated by reference in the
     Registrant's Annual Report on Form 10-K for the year ended
     December 31, 1994, and incorporated herein by reference, have
     been audited by Coopers & Lybrand L.L.P., independent
     accountants.  Such financial statements and financial statement
     schedules are incorporated herein by reference in reliance upon
     the reports of Coopers & Lybrand L.L.P. given upon the authority
     of that firm as experts in accounting and auditing.  To the
     extent that Coopers & Lybrand L.L.P. audits and reports on future
     financial statements of the Registrant, and signs future consents
     to the use of their reports thereon, such future financial
     statements also will be incorporated by reference in this
     Registration Statement in reliance upon their future reports and
     upon their authority as experts in accounting and auditing.
     With respect to unaudited interim financial information
     incorporated by reference in this Registration Statement, the
     independent accountants have reported that they have applied
     limited procedures in accordance with professional standards for
     reviews of such information.  However, their          
                                   - 2 -<PAGE>

     separate reports included and incorporated by reference herein
     state that they did not audit and they do not express an opinion
     on that interim financial information.  Accordingly, the degree
     of reliance on their reports on such information should be
     restricted in light of the limited nature of the review
     procedures applied.  The accountants are not subject to the
     liability provisions of Section 11 of the Securities Act of 1933
     (the "Securities Act") for their reports on the unaudited interim
     financial information because each such report is not a "report"
     or a "part" of the Registration Statement prepared or certified
     by the accountants within the meaning of Sections 7 and 11 of the
     Securities Act.

          In addition, the combined financial statements and financial
     statement schedules of the Henkel-Ecolab Joint Venture, which are
     included in the Registrant's Annual Report on Form 10-K for the
     year ended December 31, 1994, and incorporated herein by
     reference, have been audited by KPMG Deutsche Treuhand-
     Gesellschaft Aktiengesellschaft, independent accountants.  Such
     combined financial statements and financial statement schedules
     are incorporated herein by reference in reliance upon the reports
     of KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft given
     upon authority of that firm as experts in accounting and
     auditing.  To the extent that KPMG Deutsche Treuhand-Gesellschaft
     Aktiengesellschaft audits and reports on future financial
     statements of the Henkel-Ecolab Joint Venture, and signs future
     consents to the use of their reports thereon, such future
     financial statements also will be incorporated by reference in
     this Registration Statement in reliance upon their future reports
     and upon their authority as experts in accounting and auditing.

     Item 6.  Indemnification of Directors and Officers.

          Subsection (a) of Section 145 of the General Corporation Law
     of Delaware ("DGCL") empowers a corporation to indemnify any
     person who was or is a party or is threatened to be made a party
     to any threatened, pending or completed action, suit or
     proceeding, whether civil, criminal, administrative or
     investigative (other than an action by or in the right of the
     corporation), by reason of the fact that such person is or was a
     director, officer, employee or agent of the corporation or is or
     was serving at the request of the corporation as a director,
     officer, employee or agent of another corporation or enterprise,
     against expenses (including attorneys' fees), judgments, fines
     and amounts paid in settlement actually and reasonably incurred
     by such person in connection with such action, suit or proceeding
     if such person acted in good faith and in a manner such person
     reasonably believed to be in or not opposed to the best interests
     of the corporation, and with respect to any criminal action or
     proceeding, had no reasonable cause to believe such person's
     conduct was unlawful.

          Subsection (b) of Section 145 empowers a corporation to
     indemnify any person who was or is a party or threatened to be
     made a party to any threatened, pending or completed action or
     suit by or in the right of the corporation to procure a judgment
     in its favor by reason of the fact that such person acted in any
     of the capacities set forth above, against expenses actually and
     reasonably incurred by such person in connection with the defense
     or settlement of such action or suit if such person acted under
     similar standards, except that no indemnification may be made in
     respect of any claim, issue or matter as to which such person
     shall have been adjudged 
     to be liable to the corporation unless and only to the extent
     that the

                                        - 3 -<PAGE>
     
     Court of Chancery or the court in which such action or suit was
     brought shall determine that, despite the adjudication of
     liability, such person is fairly and reasonably entitled to
     indemnity for such expenses which the court shall deem proper.

          Section 145 further provides that, to the extent a director
     or officer of a corporation has been successful in the defense of
     any action, suit or proceeding referred to in subsections (a) and
     (b) or in the defense of any claim, issue or matter therein, such 
     person shall be indemnified against expenses (including attorneys' 
     fees) actually and reasonably incurred in connection therewith; 
     that indemnification provided for by Section 145 shall not be deemed 
     exclusive of any other rights to which the indemnified party may be 
     entitled; and that the scope of indemnification extends to directors, 
     officers, employees or agents of a constituent corporation absorbed 
     in a consolidation or merger and persons serving in that capacity at
     the request of the constituent corporation for another.  Section
     145 also empowers the corporation to purchase and maintain
     insurance on behalf of a director or officer of the corporation
     against any liability asserted against or incurred by such person
     in any such capacity or arising out of such person's status as
     such, whether or not the corporation would have the power to
     indemnify such person against such liabilities under Section 145,
     including liabilities under the Securities Act of 1933, as
     amended.

          Article V of the Registrant's By-Laws provides for
     indemnification of the Registrant's officers and directors to the
     full extent allowed by Delaware law.

          In addition, Article IV of the Registrant's Restated
     Certificate of Incorporation provides that the Registrant's
     directors do not have personal liability to the Registrant or its
     stockholders for monetary damages for any breach of their
     fiduciary duty as directors, except (i) for a breach of the duty
     of loyalty, (ii) for acts or omissions not in good faith or which
     involve intentional misconduct or knowing violation of the law,
     (iii) for willful or negligent violations of certain provisions
     under the DGCL imposing certain requirements with respect to
     stock repurchases, redemptions and dividends, or (iv) for any
     transaction from which the director derived an improper personal
     benefit.  Subject to these exceptions, under Article IV,
     directors do not have any personal liability to the Registrant or
     its stockholders for any violation of their fiduciary duty.

          The Registrant has directors and officers liability
     insurance which protects each director or officer from certain
     claims and suits, including stockholder derivative suits, even
     where the director may be determined to not be entitled to
     indemnification under the DGCL.  The policy may also afford
     coverage under circumstances where the facts do not justify a
     finding that the director or officer acted in good faith and in a
     manner that was in or not opposed to the best interests of the
     Registrant.
          
          The Registrant has entered into indemnification agreements
     with each of its directors (the "Indemnification Agreements"). 
     The Indemnification Agreements provide for the prompt
     indemnification "to the fullest extent permitted by law" and for
     the prompt advancement of expenses, including attorneys' fees and
     other costs, expenses and obligations paid or incurred 

                                   - 4 -<PAGE>
          
     in connection with investigating, defending, being a witness or
     participating in (including on appeal) any threatened, pending or
     completed action, suit or proceeding related to the fact that
     such director is or was a director, officer, employee, trustee,
     agent or fiduciary of the Registrant or is or was serving at the
     request of the Registrant as a director, officer, employee,
     trustee, agent or fiduciary of another corporation, partnership,
     joint venture, employee benefit plan trust or other enterprise,
     or by reason of anything done or not done by a director 
     in any such capacity.  The Indemnification Agreements further
     provide that the Registrant has the burden of proving that a
     director is not entitled to indemnification in any particular
     case.

          The foregoing represents a summary of the general effect of
     the DGCL, the Registrant's By-Laws and Restated Certificate of
     Incorporation, the Registrant's directors and officers liability
     insurance coverage and the Indemnification Agreements for
     purposes of general description only.

     Item 7.  Exemption from Registration Claimed.

          Not Applicable

     Item 8.  Exhibits

     (4)  A.   Ecolab Inc. 1995 Non-Employee Director Stock Option
               Plan - Incorporated by reference to Exhibit (10)D of the
               Registrant's Form 10-K Annual Report for the year ended
               December 31, 1994.

          B.   Restated Certificate of Incorporation - Incorporated by
               reference to Exhibit (3)A of the Registrant's Form 10-K
               Annual Report for the year ended December 31, 1992.

          C.   By-Laws, as amended through February 25, 1995 -
               Incorporated by reference to Exhibit (3)A of the
               Registrant's Form 10-K Annual Report for the year
               ended December 31, 1994.

          D.   (i)  Amended and Restated Rights Agreement dated as of
                    February 14, 1986, as amended and restated as of July
                    15, 1988 - Incorporated by reference to Exhibit (4)
                    of the Registrant's Form 8-K dated July 15, 1988.

               (ii) First Amendment, dated as of September 10, 1990 to
                    the Amended and Restated Rights Agreement -
                    Incorporated by reference to Exhibit (4) of the
                    Registrant's Form 8-K dated September 11, 1990.

          E.   Form of Common Stock Certificate - Incorporated by
               reference to Exhibit (4)A(ii) of the Registrant's Form
               10-K Annual Report for the year ended December 31,
               1992. 
     
     (5)       Opinion of legal counsel regarding legality of
               securities being registered. 

     (15)      Letter regarding unaudited interim financial
               information.

     (23) A.   Consent of Coopers & Lybrand L.L.P.

                                   - 5 -<PAGE>
               
          B.   Consent of KPMG Deutsche Treuhand-Gesellschaft    
               Aktiengesellschaft.

          C.   Consent of counsel - See Exhibit (5)

     (24)      Powers of Attorney.

     Item 9.  Undertakings.

          (a)  The undersigned Registrant hereby undertakes:

               (1)  To file, during any period in which offers or
     sales are being made, a post-effective amendment to this
     Registration Statement:

                    (i)  To include any prospectus required by section
     10(a)(3) of the Securities Act;

                    (ii) To reflect in the prospectus any facts or
     events arising after the effective date of the Registration
     Statement (or the most recent post-effective amendment thereof)
     which, individually or in the aggregate, represent a fundamental
     change in the information set forth in the Registration
     Statement; and

                    (iii) To include any material information with
     respect to the plan of distribution not previously disclosed in
     the Registration Statement or any material change to such
     information in the Registration Statement;

                    Provided, however, that paragraphs (a)(1)(i) and
     (a)(1)(ii) do not apply if the information required to be
     included in a post-effective amendment by those paragraphs is
     contained in periodic reports filed by the Registrant pursuant to
     section 13 or section 15(d) of the Exchange Act that are
     incorporated by reference in the Registration Statement.

               (2)  That, for the purpose of determining any liability
     under the Securities Act, each such post-effective amendment
     shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona
     fide offering thereof.

               (3)  To remove from registration by means of a post-
     effective amendment any of the securities being registered which
     remain unsold at the termination of the offering.

          (b)  The undersigned Registrant hereby undertakes that, for
     purposes of determining any liability under the Securities Act,
     each filing of the Registrant's annual report pursuant to section
     13(a) or section 15(d) of the Exchange Act that is incorporated
     by reference in the Registration Statement shall be deemed to be
     a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall
     be deemed to be the initial bona fide offering thereof.<PAGE>
               
          (c)  Insofar as indemnification for liabilities arising
     under the Securities Act may be permitted to directors, officers
     and controlling

                                        - 6 -<PAGE>

               
     persons of the Registrant pursuant to the foregoing provisions,
     or otherwise, the Registrant has been advised that in the opinion
     of the Commission such indemnification is against public policy as
     expressed in the Securities Act and is, therefore, unenforceable. 
     In the event that a claim for indemnification against such
     liabilities (other than payment by the Registrant of expenses
     incurred or paid by a director, officer or controlling person of
     the Registrant in the successful defense of any 
     action, suit or proceeding) is asserted by such director, officer
     or controlling person in connection with the securities being
     registered, the Registrant will, unless in the opinion of its
     counsel the matter has been settled by controlling precedent,
     submit to a court of appropriate jurisdiction the question
     whether such indemnification by it is against public policy as
     expressed in the Securities Act and will be governed by the final
     adjudication of such issue.


                


                                   - 7 -<PAGE>

                                SIGNATURES

          Pursuant to the requirements of the Securities Act, the
     Registrant certifies that it has reasonable grounds to believe
     that it meets all of the requirements for filing on Form S-8 and
     has duly caused this Registration Statement to be signed on its
     behalf by the undersigned, thereunto duly authorized, in the City
     of Saint Paul, State of Minnesota, on May 15, 1995.

                                  ECOLAB INC.



                                  By:/s/Allan L. Schuman          
                                     Allan L. Schuman
                                     President and
                                     Chief Executive Officer

          Pursuant to the requirements of the Securities Act, this 
     Registration Statement has been signed by the following persons
     in the capacities and on the dates indicated.




     /s/Allan L. Schuman          President and Chief      May 15, 1995
     Allan L. Schuman              Executive Officer  
                                  (Principal Executive 
                                  Officer and Director)

     /s/Michael E. Shannon        Vice Chairman, Chief     May 15, 1995
     Michael E. Shannon           Financial and 
                                  Administrative Officer 
                                  (Principal Financial
                                  Officer and Director)

     /s/Arthur E. Henningsen, Jr. Vice President and      May 15, 1995
     Arthur E. Henningsen, Jr.    Controller (Principal
                                  Accounting Officer)



     /s/Kenneth A. Iverson        Directors               May 15, 1995
     Kenneth A. Iverson,
     as attorney in fact for Ruth
     S. Block, Russell G. Cleary,
     Pierson M. Grieve, Jerry W.
     Levin, James J. Howard,
     Reuben F. Richards, Richard
     L. Schall, Roland Schulz,
     Philip L. Smith, Hugo 
     Uyterhoeven and Albrecht
     Woeste

                                        - 8 - <PAGE>
                             
                                  EXHIBIT INDEX

                                                             Paper (P) or
     Exhibit No.         Document                            Electronic(E)
     _____________  _____________________________            _____________

     (4)  A.        Ecolab Inc. 1995 Non-Employee Director Stock     --
                    Option Plan - Incorporated by reference to 
                    Exhibit (10)D of the Registrant's Form 10-K
                    Annual Report for the year ended December 
                    31, 1994.                                    

          B.        Restated Certificate of Incorporation -          --    
                    Incorporated by reference to Exhibit (3)A           
                    of the Registrant's Form 10-K Annual 
                    Report for the year ended December 31,
                    1992.

          C.        By-Laws, as amended through February 25,        --
                    1995 - Incorporated by reference to 
                    Exhibit (3)A of the Registrant's 
                    Form 10-K Annual Report for the year 
                    ended December 31, 1994.

          D.   (i)  Amended and Restated Rights Agreement           --
                    dated as of February 14, 1986, as 
                    amended and restated as of July 15, 
                    1988 - Incorporated by reference to
                    Exhibit (4) of the Registrant's Form 8-K
                    dated July 15, 1988.

               (ii) First Amendment, dated as of                    --
                    September 10, 1990 to the Amended 
                    and Restated Rights Agreement -
                    Incorporated by reference to Exhibit (4)
                    of the Registrant's Form 8-K dated 
                    September 11, 1990.
                    
          E.        Form of Common Stock Certificate -              --
                    Incorporated by reference to Exhibit 
                    (4)A(ii) of the Registrant's Form 10-K 
                    Annual Report for the year ended 
                    December 31, 1992.  

     (5)            Opinion of legal counsel regarding              
                    legality of securities being registered.       E
      
     (15)           Letter regarding unaudited financial           E
                    information. 

     (23) A.        Consent of Coopers & Lybrand L.L.P.            E
          
          B.        Consent of KPMG Deutsche Treuhand-             E
                    Gesellschaft Aktiengesellschaft.
                                                                   
                                        - 9 -<PAGE>

                                                                   

                                                           Paper(P) or
     Exhibit No.         Document                          Electronic(E)
     _____________  ____________________________           _____________

          C.        Consent of counsel - See Exhibit (5).        --

     (24)           Powers of Attorney.                          E





                                        - 10 -<PAGE>
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FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              
                                     ECOLAB INC.
                (Exact name of registrant as specified in its charter)

               Delaware                           41-0231510
     (State or other jurisdiction of              (I.R.S. Employer 
     incorporation or organization)               Identification No.)
                              
     Ecolab Center, St. Paul, Minnesota             55102
     (Address of Principal Executive Offices)     (Zip Code)     
                         
          ECOLAB INC. 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                               (Full title of the plan)
                              
                             William R. Rosengren, Esq.
                    Senior Vice President-Law and General Counsel
                                     Ecolab Inc.
                                    Ecolab Center
                              St. Paul, Minnesota 55102
                       (Name and address of agent for service)

                                    (612) 293-2396
          (Telephone number, including area code, of agent for service)
                              
                           Calculation of Registration Fee
     =================================================================
                                  Proposed      Proposed
     Title of                     maximum       maximum              
     Securities     Amount        offering      aggregate    Amount of       
     to be          to be         price         offering     registration 
     registerred    registered(1) per share     price        fee
     -----------------------------------------------------------------
     Common Stock   200,000     $23.1875(3)   $4,637,500(3)   $1,599.15
     par value      shares
     $1.00 per 
     share (2)
     =================================================================
     (1)  In addition, pursuant to Rule 416(a) under the Securities
          Act of 1933, as amended, this Registration Statement also
          covers an indeterminate number of additional shares as may be
          issuable as a result of anti- dilution provisions pursuant to the
          Plan described herein.

     (2)  Each share of Common Stock includes one-fourth share of a
          preferred stock purchase right.

     (3)  Estimated solely for the purpose of calculating the amount
          of the registration fee on the basis of the average between
          the high and low reported sale prices of the Registrant's
          Common Stock as reported on the New York Stock Exchange
          Composite Tape on May 12, 1995 pursuant  to paragraphs (c) and
         (h)(1) of Rule 457 of the Securities Act of  1933, as amended.
         ===============================================================
PART II

                                 INFORMATION REQUIRED
                            IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference.

          The following documents filed with the Securities and
     Exchange Commission (the "Commission") are incorporated by
     reference in this Registration Statement:  (1) the Registrant's
     Annual Report on Form 10-K for the year ended December 31, 1994;
     (2) the Registrant's Quarterly Report on Form 10-Q for the
     quarter ended March 31, 1995; (3) all other reports filed by the
     Registrant pursuant to Sections 13(a) or 15(d) of the Securities
     Exchange Act of 1934, as amended (the "Exchange Act"), since
     December 31, 1994; and (4) the description of the Registrant's
     Common Stock, Preferred Stock and Rights contained in its
     Registration Statement on Form 8-A filed with the Commission
     under Section 12 of the Exchange Act, including any amendment or
     report filed for the purpose of updating such description.

          All documents filed by the Registrant with the Commission
     pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
     Act after the date of this Registration Statement and prior to
     the filing of a post-effective amendment which indicates that all
     shares of Common Stock offered pursuant to this Registration
     Statement have been sold or which deregisters all shares of
     Common Stock then remaining unsold, shall be deemed to be
     incorporated by reference in this Registration Statement and to
     be a part hereof from the date of filing of such documents.

     Item 4.  Description of Securities.

          Not Applicable

     Item 5.  Interests of Named Experts and Counsel.

          The consolidated financial statements and related
     supplemental financial statement schedules of the Registrant,
     which are included or incorporated by reference in the
     Registrant's Annual Report on Form 10-K for the year ended
     December 31, 1994, and incorporated herein by reference, have
     been audited by Coopers & Lybrand L.L.P., independent
     accountants.  Such financial statements and financial statement
     schedules are incorporated herein by reference in reliance upon
     the reports of Coopers & Lybrand L.L.P. given upon the authority
     of that firm as experts in accounting and auditing.  To the
     extent that Coopers & Lybrand L.L.P. audits and reports on future
     financial statements of the Registrant, and signs future consents
     to the use of their reports thereon, such future financial
     statements also will be incorporated by reference in this
     Registration Statement in reliance upon their future reports and
     upon their authority as experts in accounting and auditing.
     With respect to unaudited interim financial information
     incorporated by reference in this Registration Statement, the
     independent accountants have reported that they have applied
     limited procedures in accordance with professional standards for
     reviews of such information.  However, their          
                                   - 2 -
separate reports included and incorporated by reference herein
     state that they did not audit and they do not express an opinion
     on that interim financial information.  Accordingly, the degree
     of reliance on their reports on such information should be
     restricted in light of the limited nature of the review
     procedures applied.  The accountants are not subject to the
     liability provisions of Section 11 of the Securities Act of 1933
     (the "Securities Act") for their reports on the unaudited interim
     financial information because each such report is not a "report"
     or a "part" of the Registration Statement prepared or certified
     by the accountants within the meaning of Sections 7 and 11 of the
     Securities Act.

          In addition, the combined financial statements and financial
     statement schedules of the Henkel-Ecolab Joint Venture, which are
     included in the Registrant's Annual Report on Form 10-K for the
     year ended December 31, 1994, and incorporated herein by
     reference, have been audited by KPMG Deutsche Treuhand-
     Gesellschaft Aktiengesellschaft, independent accountants.  Such
     combined financial statements and financial statement schedules
     are incorporated herein by reference in reliance upon the reports
     of KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft given
     upon authority of that firm as experts in accounting and
     auditing.  To the extent that KPMG Deutsche Treuhand-Gesellschaft
     Aktiengesellschaft audits and reports on future financial
     statements of the Henkel-Ecolab Joint Venture, and signs future
     consents to the use of their reports thereon, such future
     financial statements also will be incorporated by reference in
     this Registration Statement in reliance upon their future reports
     and upon their authority as experts in accounting and auditing.

     Item 6.  Indemnification of Directors and Officers.

          Subsection (a) of Section 145 of the General Corporation Law
     of Delaware ("DGCL") empowers a corporation to indemnify any
     person who was or is a party or is threatened to be made a party
     to any threatened, pending or completed action, suit or
     proceeding, whether civil, criminal, administrative or
     investigative (other than an action by or in the right of the
     corporation), by reason of the fact that such person is or was a
     director, officer, employee or agent of the corporation or is or
     was serving at the request of the corporation as a director,
     officer, employee or agent of another corporation or enterprise,
     against expenses (including attorneys' fees), judgments, fines
     and amounts paid in settlement actually and reasonably incurred
     by such person in connection with such action, suit or proceeding
     if such person acted in good faith and in a manner such person
     reasonably believed to be in or not opposed to the best interests
     of the corporation, and with respect to any criminal action or
     proceeding, had no reasonable cause to believe such person's
     conduct was unlawful.

          Subsection (b) of Section 145 empowers a corporation to
     indemnify any person who was or is a party or threatened to be
     made a party to any threatened, pending or completed action or
     suit by or in the right of the corporation to procure a judgment
     in its favor by reason of the fact that such person acted in any
     of the capacities set forth above, against expenses actually and
     reasonably incurred by such person in connection with the defense
     or settlement of such action or suit if such person acted under
     similar standards, except that no indemnification may be made in
     respect of any claim, issue or matter as to which such person
     shall have been adjudged 
     to be liable to the corporation unless and only to the extent
     that the

                                        - 3 -
Court of Chancery or the court in which such action or suit was
     brought shall determine that, despite the adjudication of
     liability, such person is fairly and reasonably entitled to
     indemnity for such expenses which the court shall deem proper.

          Section 145 further provides that, to the extent a director
     or officer of a corporation has been successful in the defense of
     any action, suit or proceeding referred to in subsections (a) and
     (b) or in the defense of any claim, issue or matter therein, such 
     person shall be indemnified against expenses (including attorneys' 
     fees) actually and reasonably incurred in connection therewith; 
     that indemnification provided for by Section 145 shall not be deemed 
     exclusive of any other rights to which the indemnified party may be 
     entitled; and that the scope of indemnification extends to directors, 
     officers, employees or agents of a constituent corporation absorbed 
     in a consolidation or merger and persons serving in that capacity at
     the request of the constituent corporation for another.  Section
     145 also empowers the corporation to purchase and maintain
     insurance on behalf of a director or officer of the corporation
     against any liability asserted against or incurred by such person
     in any such capacity or arising out of such person's status as
     such, whether or not the corporation would have the power to
     indemnify such person against such liabilities under Section 145,
     including liabilities under the Securities Act of 1933, as
     amended.

          Article V of the Registrant's By-Laws provides for
     indemnification of the Registrant's officers and directors to the
     full extent allowed by Delaware law.

          In addition, Article IV of the Registrant's Restated
     Certificate of Incorporation provides that the Registrant's
     directors do not have personal liability to the Registrant or its
     stockholders for monetary damages for any breach of their
     fiduciary duty as directors, except (i) for a breach of the duty
     of loyalty, (ii) for acts or omissions not in good faith or which
     involve intentional misconduct or knowing violation of the law,
     (iii) for willful or negligent violations of certain provisions
     under the DGCL imposing certain requirements with respect to
     stock repurchases, redemptions and dividends, or (iv) for any
     transaction from which the director derived an improper personal
     benefit.  Subject to these exceptions, under Article IV,
     directors do not have any personal liability to the Registrant or
     its stockholders for any violation of their fiduciary duty.

          The Registrant has directors and officers liability
     insurance which protects each director or officer from certain
     claims and suits, including stockholder derivative suits, even
     where the director may be determined to not be entitled to
     indemnification under the DGCL.  The policy may also afford
     coverage under circumstances where the facts do not justify a
     finding that the director or officer acted in good faith and in a
     manner that was in or not opposed to the best interests of the
     Registrant.
          
          The Registrant has entered into indemnification agreements
     with each of its directors (the "Indemnification Agreements"). 
     The Indemnification Agreements provide for the prompt
     indemnification "to the fullest extent permitted by law" and for
     the prompt advancement of expenses, including attorneys' fees and
     other costs, expenses and obligations paid or incurred 

                                   - 4 -
in connection with investigating, defending, being a witness or
     participating in (including on appeal) any threatened, pending or
     completed action, suit or proceeding related to the fact that
     such director is or was a director, officer, employee, trustee,
     agent or fiduciary of the Registrant or is or was serving at the
     request of the Registrant as a director, officer, employee,
     trustee, agent or fiduciary of another corporation, partnership,
     joint venture, employee benefit plan trust or other enterprise,
     or by reason of anything done or not done by a director 
     in any such capacity.  The Indemnification Agreements further
     provide that the Registrant has the burden of proving that a
     director is not entitled to indemnification in any particular
     case.

          The foregoing represents a summary of the general effect of
     the DGCL, the Registrant's By-Laws and Restated Certificate of
     Incorporation, the Registrant's directors and officers liability
     insurance coverage and the Indemnification Agreements for
     purposes of general description only.

     Item 7.  Exemption from Registration Claimed.

          Not Applicable

     Item 8.  Exhibits

     (4)  A.   Ecolab Inc. 1995 Non-Employee Director Stock Option
               Plan - Incorporated by reference to Exhibit (10)D of the
               Registrant's Form 10-K Annual Report for the year ended
               December 31, 1994.

          B.   Restated Certificate of Incorporation - Incorporated by
               reference to Exhibit (3)A of the Registrant's Form 10-K
               Annual Report for the year ended December 31, 1992.

          C.   By-Laws, as amended through February 25, 1995 -
               Incorporated by reference to Exhibit (3)A of the
               Registrant's Form 10-K Annual Report for the year
               ended December 31, 1994.

          D.   (i)  Amended and Restated Rights Agreement dated as of
                    February 14, 1986, as amended and restated as of July
                    15, 1988 - Incorporated by reference to Exhibit (4)
                    of the Registrant's Form 8-K dated July 15, 1988.

               (ii) First Amendment, dated as of September 10, 1990 to
                    the Amended and Restated Rights Agreement -
                    Incorporated by reference to Exhibit (4) of the
                    Registrant's Form 8-K dated September 11, 1990.

          E.   Form of Common Stock Certificate - Incorporated by
               reference to Exhibit (4)A(ii) of the Registrant's Form
               10-K Annual Report for the year ended December 31,
               1992. 
     
     (5)       Opinion of legal counsel regarding legality of
               securities being registered. 

     (15)      Letter regarding unaudited interim financial
               information.

     (23) A.   Consent of Coopers & Lybrand L.L.P.

                                   - 5 -
B.   Consent of KPMG Deutsche Treuhand-Gesellschaft    
               Aktiengesellschaft.

          C.   Consent of counsel - See Exhibit (5)

     (24)      Powers of Attorney.

     Item 9.  Undertakings.

          (a)  The undersigned Registrant hereby undertakes:

               (1)  To file, during any period in which offers or
     sales are being made, a post-effective amendment to this
     Registration Statement:

                    (i)  To include any prospectus required by section
     10(a)(3) of the Securities Act;

                    (ii) To reflect in the prospectus any facts or
     events arising after the effective date of the Registration
     Statement (or the most recent post-effective amendment thereof)
     which, individually or in the aggregate, represent a fundamental
     change in the information set forth in the Registration
     Statement; and

                    (iii) To include any material information with
     respect to the plan of distribution not previously disclosed in
     the Registration Statement or any material change to such
     information in the Registration Statement;

                    Provided, however, that paragraphs (a)(1)(i) and
     (a)(1)(ii) do not apply if the information required to be
     included in a post-effective amendment by those paragraphs is
     contained in periodic reports filed by the Registrant pursuant to
     section 13 or section 15(d) of the Exchange Act that are
     incorporated by reference in the Registration Statement.

               (2)  That, for the purpose of determining any liability
     under the Securities Act, each such post-effective amendment
     shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona
     fide offering thereof.

               (3)  To remove from registration by means of a post-
     effective amendment any of the securities being registered which
     remain unsold at the termination of the offering.

          (b)  The undersigned Registrant hereby undertakes that, for
     purposes of determining any liability under the Securities Act,
     each filing of the Registrant's annual report pursuant to section
     13(a) or section 15(d) of the Exchange Act that is incorporated
     by reference in the Registration Statement shall be deemed to be
     a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall
     be deemed to be the initial bona fide offering thereof.
(c)  Insofar as indemnification for liabilities arising
     under the Securities Act may be permitted to directors, officers
     and controlling

                                        - 6 -
persons of the Registrant pursuant to the foregoing provisions,
     or otherwise, the Registrant has been advised that in the opinion
     of the Commission such indemnification is against public policy as
     expressed in the Securities Act and is, therefore, unenforceable. 
     In the event that a claim for indemnification against such
     liabilities (other than payment by the Registrant of expenses
     incurred or paid by a director, officer or controlling person of
     the Registrant in the successful defense of any 
     action, suit or proceeding) is asserted by such director, officer
     or controlling person in connection with the securities being
     registered, the Registrant will, unless in the opinion of its
     counsel the matter has been settled by controlling precedent,
     submit to a court of appropriate jurisdiction the question
     whether such indemnification by it is against public policy as
     expressed in the Securities Act and will be governed by the final
     adjudication of such issue.

                

                                   - 7 -
SIGNATURES

          Pursuant to the requirements of the Securities Act, the
     Registrant certifies that it has reasonable grounds to believe
     that it meets all of the requirements for filing on Form S-8 and
     has duly caused this Registration Statement to be signed on its
     behalf by the undersigned, thereunto duly authorized, in the City
     of Saint Paul, State of Minnesota, on May 15, 1995.

                                  ECOLAB INC.

                                  By:/s/Allan L. Schuman          
                                     Allan L. Schuman
                                     President and
                                     Chief Executive Officer

          Pursuant to the requirements of the Securities Act, this 
     Registration Statement has been signed by the following persons
     in the capacities and on the dates indicated.

     /s/Allan L. Schuman          President and Chief      May 15, 1995
     Allan L. Schuman              Executive Officer  
                                  (Principal Executive 
                                  Officer and Director)

     /s/Michael E. Shannon        Vice Chairman, Chief     May 15, 1995
     Michael E. Shannon           Financial and 
                                  Administrative Officer 
                                  (Principal Financial
                                  Officer and Director)

     /s/Arthur E. Henningsen, Jr. Vice President and      May 15, 1995
     Arthur E. Henningsen, Jr.    Controller (Principal
                                  Accounting Officer)

     /s/Kenneth A. Iverson        Directors               May 15, 1995
     Kenneth A. Iverson,
     as attorney in fact for Ruth
     S. Block, Russell G. Cleary,
     Pierson M. Grieve, Jerry W.
     Levin, James J. Howard,
     Reuben F. Richards, Richard
     L. Schall, Roland Schulz,
     Philip L. Smith, Hugo 
     Uyterhoeven and Albrecht
     Woeste

                                        - 8 -
EXHIBIT INDEX

                                                             Paper (P) or
     Exhibit No.         Document                            Electronic(E)
     _____________  _____________________________            _____________

     (4)  A.        Ecolab Inc. 1995 Non-Employee Director Stock     --
                    Option Plan - Incorporated by reference to 
                    Exhibit (10)D of the Registrant's Form 10-K
                    Annual Report for the year ended December 
                    31, 1994.                                    

          B.        Restated Certificate of Incorporation -          --    
                    Incorporated by reference to Exhibit (3)A           
                    of the Registrant's Form 10-K Annual 
                    Report for the year ended December 31,
                    1992.

          C.        By-Laws, as amended through February 25,        --
                    1995 - Incorporated by reference to 
                    Exhibit (3)A of the Registrant's 
                    Form 10-K Annual Report for the year 
                    ended December 31, 1994.

          D.   (i)  Amended and Restated Rights Agreement           --
                    dated as of February 14, 1986, as 
                    amended and restated as of July 15, 
                    1988 - Incorporated by reference to
                    Exhibit (4) of the Registrant's Form 8-K
                    dated July 15, 1988.

               (ii) First Amendment, dated as of                    --
                    September 10, 1990 to the Amended 
                    and Restated Rights Agreement -
                    Incorporated by reference to Exhibit (4)
                    of the Registrant's Form 8-K dated 
                    September 11, 1990.
                    
          E.        Form of Common Stock Certificate -              --
                    Incorporated by reference to Exhibit 
                    (4)A(ii) of the Registrant's Form 10-K 
                    Annual Report for the year ended 
                    December 31, 1992.  

     (5)            Opinion of legal counsel regarding              
                    legality of securities being registered.       E
      
     (15)           Letter regarding unaudited financial           E
                    information. 

     (23) A.        Consent of Coopers & Lybrand L.L.P.            E
          
          B.        Consent of KPMG Deutsche Treuhand-             E
                    Gesellschaft Aktiengesellschaft.
                                                                   
                                        - 9 -
Paper(P) or
     Exhibit No.         Document                          Electronic(E)
     _____________  ____________________________           _____________

          C.        Consent of counsel - See Exhibit (5).        --

     (24)           Powers of Attorney.                          E

                                        - 10 -