Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):         MAY 23, 2001

                                   ECOLAB INC.
             (Exact name of registrant as specified in its charter)

        DELAWARE                     1-9328                  41-0231510
------------------------------      --------       ----------------------------
(State or other jurisdiction        (Commission             (IRS Employer
    of incorporation)               File Number)          Identification No.)

370 WABASHA STREET NORTH, ST. PAUL, MINNESOTA                           55102
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, include area code: 651-293-2233

                          (NOT APPLICABLE)
          (Former name or former address, if changed from last report.)


              As previously announced on December 7, 2000, Ecolab Inc.
              ("Ecolab") has agreed to combine into its operations the remaining
              50% of the Henkel-Ecolab joint venture ("Henkel-Ecolab") that
              Ecolab does not own (the "Transaction") from Henkel KGaA of
              Dusseldorf, Germany ("Henkel"). Subject to regulatory approvals in
              various jurisdictions and other conditions, the Transaction is
              currently scheduled to close January 2, 2002.

              Ecolab is, as of the date of this filing, publishing certain
              unaudited pro forma information pertaining to the Transaction on
              its web site at HTTP://WWW.ECOLAB.COM/PRESSKIT.HTM. The
              information is comprised of unaudited pro forma condensed
              consolidated financial information (income statements and balance
              sheets) for specified periods and dates which give effect to the
              Transaction as if it had occurred on the historical dates set
              forth in the published material. This unaudited pro forma
              information is in addition to certain other Transaction and
              financial information previously published on Ecolab's web site.

              Ecolab expects to update such unaudited pro forma information as
              soon as practical following the filing of Ecolab's Form 10-Q for
              its second and third fiscal quarters in 2001. Such updated
              unaudited pro forma condensed consolidated financial information
              will be similarly filed and be available on Ecolab's web site at
              HTTP://WWW.ECOLAB.COM/PRESSKIT.HTM through the Transaction closing

              The consolidated financial information to be provided on Ecolab's
              web site is derived from the historical financial statements of
              Ecolab and Henkel-Ecolab adjusted for certain pro forma
              adjustments which are based on the estimates, assumptions and
              limitations set forth in the preface and related Notes to the
              unaudited pro forma financial information. The unaudited pro forma
              condensed consolidated financial information should not be
              considered indicative of actual results that would have been
              achieved had the Transaction been consummated on the dates
              indicated, nor is it necessarily indicative of future operating


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                   ECOLAB INC.

                                                   By: /s/ Lawrence T. Bell
                                                       Lawrence T. Bell
                                                       Senior Vice President -
                                                       Law and General Counsel

Date:     May 23, 2001