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^*

THIENEMAN MICHAEL D

(Last)

(First)

(Middle)

WHIRLPOOL CORPORATION

2000 M-63N

(Street)

BENTON HARBOR

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2004

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	02/16/2004		M⁽¹⁾		2,235	A	$72.94	7,163	D
Common Stock	02/16/2004		M⁽¹⁾		713	D	$70.66⁽²⁾	6,450	D
Common Stock								402.97⁽³⁾	D⁽⁴⁾
Common Stock								3,434.8⁽⁵⁾	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 (Career) Shares	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common	⁽⁶⁾		24,584.64⁽⁶⁾	D
Deferred Phantom ESAP Stock in WEDSP	⁽⁷⁾	02/16/2004		A⁽⁷⁾		2,235.45		⁽⁷⁾	⁽⁷⁾	Common	⁽⁷⁾	$0	13,564.253⁽⁷⁾	D
Employee Stock Option (Right to Buy)	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common	15,000		15,000	D
Employee Stock Option (Right to Buy)	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common	23,000		23,000	D
Employee Stock Option (Right to Buy)	⁽¹⁰⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common	23,000		23,000	D
Employee Stock Option (Right to Buy)	$72.94⁽¹¹⁾	02/16/2004		A⁽¹¹⁾		8,324		⁽¹¹⁾	⁽¹¹⁾	Common	8,324	$0	8,324	D

Explanation of Responses:

1. Settlement of 2001-2003 ESAP award for 1,522 shares of common stock made under the Whirlpool Corporation 1996 Omnibus Stock and Incentive Plan in a transaction exempt under Rule 16b-3.

2. Pursuant to the Company's Plan provisions, the Company paid $70.66 per share for performance-based phantom stock awarded under the 2001-2003 ESAP settlement for tax withholding purposes in a transaction exempt under Rule 16b-3.

3. As of 12/15/03, the latest date for which information is reasonably available, there are 402.97 shares held in the account of the undersigned pursuant to the Whirlpool Corporation Automatic Dividend Reinvestment Plan.

4. The execution and filing of this report shall not be construed as an admission that the undersigned is for the purpose of Section 16 of the Securities Exchange Act of 1934 the beneficial owner of 36.687 shares held in joint tenancy by the undersigned and Mrs. Thieneman.

5. As of 12/15/03, the latest date for which information is reasonably available, there are 3,434.800 shares held in the account of the undersigned pursuant to the Plan indicated in Column 7.

6. Original grant of 20,000 phantom stock shares (Career Stock Award) awarded under the Whirlpool Corporation 1989 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16b-3(c). 4,000 phantom shares are currently vested, with the remaining shares becoming vested as follows: 4,000 shares on 07/01/05; and 12,000 shares on retirement after age 60. As of 12/15/03, 24,584.64 total phantom shares deferred.

7. Deferral of 2,235.45 phantom stock awarded on 02/16/04 by the Human Resources Committee of the Board of Directors pursuant to the 1996 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16b-3. As of 02/16/04,13,564.253 total phantom shares deferred.

8. 15,000 option shares with cashless exercise and tax withholding rights awarded on 06/15/98 at the option price of $63.13 per share. All shares are currently exercisable and will expire 10 years from date of grant.

9. 23,000 option shares with cashless exercise and tax withholding rights awarded on 02/18/02 at the option price of $67.29 per share. All shares are currently exercisable, and will expire 10 years from date of grant.

10. 23,000 option shares with cashless exercise and tax withholding rights awarded on 02/17/03 at the option price of $49.60 per share. 11,500 shares are currently exercisable, with the remaining 11,500 shares becoming exercisable on 02/17/05. The options will expire 10 years from date of grant.

11. 8,324 option shares with cashless exercise and tax withholding rights awarded on 02/16/04 at the option price of $72.94 per share. Shares will become exercisable as follows: one-third on 02/17/05; one-third on 02/16/06; and one-third on 02/16/07. The options will expire 10 years from date of grant.

Remarks:

	Robert T. Kenagy	02/18/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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