In connection with expiration on December 31, 2012 of the Amended and Restated Rights Agreement dated as of February 14, 2006, as amended May 3, 2012 and December 6, 2012, between Ecolab Inc. (the "Company") and Computershare Trust Company, N.A., successor Rights Agent to Computershare Investor Services, LLC (the "Rights Agreement"), the Company filed on January 2, 2013, a Certificate of Elimination of the Series A Junior Participating Preferred Stock of the Company (the "Certificate of Elimination") with the Delaware Secretary of State pursuant to Section 151(g) of the Delaware General Corporation Law. The filing of the Certificate of Elimination was authorized by the Board of Directors of the Company in accordance with the Delaware General Corporation Law. The Certificate of Elimination has the effect of eliminating from the Company's Restated Certificate of Incorporation, dated as of May 3, 2012 (the "May 2012 Restated Certificate of Incorporation"), all matters set forth in the Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of the Company governing such series previously filed by the Company with the Delaware Secretary of State on February 27, 2006 (the "Certificate of Designation"). The 400,000 shares of Series A Junior Participating Preferred Stock of the Company reserved for issuance in connection with the Rights Agreement under the Certificate of Designation resumed their status as authorized but unissued shares of preferred stock of the Company upon filing of the Certificate of Elimination. A copy of the Certificate of Elimination is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Following the filing of the Certificate of Elimination, the Company filed a Restated Certificate of Incorporation (the "January 2013 Restated Certificate of Incorporation") with the Delaware Secretary of State pursuant to Section 245 of the Delaware General Corporation Law. The January 2013 Restated Certificate of Incorporation only restated and integrated, and did not further amend, the provisions of the May 2012 Restated Certificate of Incorporation. The filing of the January 2013 Restated Certificate of Incorporation was authorized by the Board of Directors of the Company in accordance with the Delaware General Corporation Law. A copy of the Restated Certificate of Incorporation is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

(d) Exhibits.

Exhibit No.                                Description
        3.1    Certificate of Elimination of the Series A Junior Participating
               Preferred Stock of Ecolab Inc. dated as of January 2, 2013.

        3.2    Restated Certificate of Incorporation of Ecolab Inc. dated as of
               January 2, 2013.