SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FETTIG JEFF M

(Last)

(First)

(Middle)

WHIRLPOOL CORPORATION

2000 M-63N

(Street)

BENTON HARBOR, MI

49022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WHIRLPOOL CORP /DE/ [ WHR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, Pres & CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								38,294	D⁽¹⁾
Common Stock								10	I⁽²⁾	Held by Son
Common Stock	06/15/2005		A⁽³⁾		17.112⁽³⁾	A	⁽³⁾	2,788.617⁽⁴⁾	I	401(k) Stock Fund

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Restricted Shares (Strategic Excellence Program)	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common	13,000		13,000	D
Phantom Restricted Shares (Special Retention Program)	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common	45,000		45,000	D
Phantom Restricted Shares (Special Retention Program)	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common	23,125		23,125	D
Phantom Restricted Shares (Special Retention Program)	⁽⁸⁾	06/15/2005		A⁽⁸⁾		98.02		⁽⁸⁾	⁽⁸⁾	Common	⁽⁸⁾	$0	15,594.98⁽⁸⁾	D
Employee Stock Option (Right to Buy)	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common	15,000		15,000	D
Employee Stock Option (Right to Buy)	⁽¹⁰⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common	17,500		17,500	D
Employee Stock Option (Right to Buy)	⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Common	20,500		20,500	D
Phantom Restricted (Career) Stock	⁽¹²⁾	06/15/2005		A⁽¹²⁾		401.65		⁽¹²⁾	⁽¹²⁾	Common	⁽¹²⁾	$0	63,899.9⁽¹²⁾	D
Deferred Phantom ESAP Stock in WEDSP	⁽¹³⁾	06/15/2005		A⁽¹³⁾		40.02		⁽¹³⁾	⁽¹³⁾	Common	⁽¹³⁾	$0	6,406.226⁽¹³⁾	D
Employee Stock Option (Right to Buy)	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Common	18,000		18,000	D
Employee Stock Option (Right to Buy)	⁽¹⁵⁾							⁽¹⁵⁾	⁽¹⁵⁾	Common	50,000		50,000	D
Deferred EDSP-Purchase of phantom Whirlpool stock	⁽¹⁶⁾	06/15/2005		A⁽¹⁶⁾		35.904		⁽¹⁶⁾	⁽¹⁶⁾	Common	⁽¹⁶⁾	$0	5,747.302⁽¹⁶⁾	D
Employee Stock Option (Right to Buy)	⁽¹⁷⁾							⁽¹⁷⁾	⁽¹⁷⁾	Common	64,000		64,000	D
Employee Stock Option (Right to Buy)	⁽¹⁸⁾							⁽¹⁸⁾	⁽¹⁸⁾	Common	70,000		70,000	D
Employee Stock Option (Right to Buy)	⁽¹⁹⁾							⁽¹⁹⁾	⁽¹⁹⁾	Common	70,000		70,000	D
Employee Stock Option (Right to Buy)	⁽²⁰⁾							⁽²⁰⁾	⁽²⁰⁾	Common	70,000		70,000	D
Employee Stock Option (Right to Buy)	⁽²¹⁾							⁽²¹⁾	⁽²¹⁾	Common	40,000		40,000	D

Explanation of Responses:

1. The shares are held in the name of the undersigned's broker.

2. The reporting person disclaims beneficial ownership of all securities held by his children, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. The securities herein were acquired on 06/15/05 pursuant to the Plan indicated in Column 7 at $68.401900 per share in transactions exempt from Section 16(b) pursuant to Rule 16(b)-3(c).

4. As of 06/15/05, there are 2,788.617 shares held in the account of the undersigned pursuant to the Plan indicated in Column 7.

5. 13,000 phantom stock shares (Strategic Excellence Program) awarded on 02/14/05 under the 2002 Whirlpool Corporation's Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Time restrictions will lapse and shares will become vested as follows: 50% on 02/14/06; and 50% on 02/14/07.

6. 45,000 phantom stock shares (Special Retention Program) awarded on 06/14/04 with the effective date of the award to be 07/01/2004 under the Whirlpool Corporation 2002 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Shares will become vested as follows: 50% on 07/01/2007 and 50% on 07/01/2011. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock.

7. 23,125 phantom stock shares (Special Retention Program) awarded under the Whirlpool Corporation 1998 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Shares will vest on 02/19/08. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock.

8. Grant of 98.02 phantom shares of common stock ("dividend equivalents") based on original deferral of 15,000 phantom restricted shares (Special Retention Program) awarded under the Whirlpool Corporation 1998 Omnibus Stock & Incentive Plan in transactions exempt under Rule 16(b)-3(c). As of 06/15/05, 15,594.98 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

9. 15,000 option shares with cashless exercise and tax withholding rights awarded on 8/15/95 at the option price of $55.81 per share. All shares are currently exercisable and will expire 10 years from date of grant.

10. 17,500 option shares with cashless exercise and tax withholding rights awarded on 6/18/96 at the option price of $50.44 per share. All shares are currently exercisable and will expire 10 years from date of grant.

11. 20,500 option shares with cashless exercise and tax withholding rights awarded on 4/15/97 at the option price of $45.75 per share. All shares are currently exercisable and will expire 10 years from date of grant.

12. Grant of 401.65 phantom shares of common stock ("dividend equivalents") based on original grant of 50,000 phantom stock shares (Career Stock Award) awarded under the 1996 Whirlpool Omnibus Stock & Incentive Plan in transactions exempt under Rule 16b-3(c). 40,000 phantom shares are currently vested, with the remaining shares becoming vested as follows: 10,000 shares on retirement after age 60. As of 06/15/05, 63,899.90 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

13. Grant of 40.02 phantom shares of common stock ("dividend equivalents") based on phantom shares deferred under the Executive Deferred Savings Plan in transactions exempt under Rule 16b-3. As of 06/15/05, 6,406.226 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

14. 18,000 option shares with cashless exercise and tax withholding rights awarded on 6/15/98 at the option price of $63.13 per share. All shares are currently exercisable and will expire 10 years from date of grant.

15. 50,000 option shares with cashless exercise and tax withholding rights awarded on 4/5/99 at the option price of $52.28 per share. All shares are currently exercisable and will expire 10 years from date of grant.

16. Grant of 35.904 phantom shares of common stock ("dividend equivalents") based on original deferral of 4,972.906 phantom shares in the Executive Deferred Savings Plan on 8/10/99 in a transaction exempt under Rule 16b-3. As of 06/15/05, 5,747.302 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

17. 64,000 option shares with cashless exercise and tax withholding rights awarded on 2/14/00 at the option price of $52.19 per share. All shares are currently exercisable and will expire 10 years from date of grant.

18. 70,000 option shares with cashless exercise and tax withholding rights awarded on 2/19/01 at the option price of $54.07 per share. All shares are currently exercisable and will expire 10 years from date of grant.

19. 70,000 option shares with cashless exercise and tax withholding rights awarded on 2/18/02 at the option price of $67.29 per share. All shares are currently exercisable, and will expire 10 years from date of grant.

20. 70,000 option shares with cashless exercise and tax withholding rights awarded on 2/17/03 at the option price of $49.60 per share. All shares are currently exercisable and will expire 10 years from date of grant.

21. 40,000 option shares with cashless exercise and tax withholding rights awarded on 02/16/04 at the option price of $72.94 per share. 13,334 shares are currently exercisable, with the remaining shares becoming exercisable as follows: one-third on 02/16/06; and one-third on 02/16/07. The options will expire 10 years from date of grant.

Remarks:

	/s/ Robert T. Kenagy	06/16/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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