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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

SWIFT DAVID L

(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)
	PRESIDENT WH. NORTH AMERICA

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2006

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	02/14/2006		M⁽¹⁾		467	A	⁽¹⁾	5,648	D⁽³⁾
Common Stock	02/14/2006		M⁽¹⁾		163	D	$86.63⁽²⁾	5,485	D⁽³⁾

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)	⁽⁴⁾	02/14/2006		A⁽⁴⁾		1,399.88		⁽⁴⁾	⁽⁴⁾	Common	⁽⁴⁾	$0	1,399.88⁽⁴⁾	D
Phantom Restricted Shares (Strategic Excellence Program)	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common	1,866		1,866	D
Deferred Phantom ESAP Stock in WEDSP II	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common	⁽⁶⁾		736.761⁽⁶⁾	D
Phantom Restricted Shares (Special Retention Program)	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common	⁽⁷⁾		12,636.71⁽⁷⁾	D
Phantom Restricted Shares (Special Retention Program)	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common	12,500		12,500	D
Phantom Restricted Shares (Special Retention Program)	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common	30,000		30,000	D
Phantom Restricted (Career) Stock	⁽¹⁰⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common	⁽¹⁰⁾		27,595.98⁽¹⁰⁾	D
Employee Stock Option (Right to Buy)	⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Common	27,000		27,000	D
Employee Stock Option (Right to Buy)	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Common	10,772		10,772	D

Explanation of Responses:

1. Payment of 467 shares of common stock for which time restrictions lapsed on 02/14/2006 relating to the 2004 SEP award made under the Whirlpool Corporation 2002 Omnibus Stock & Incentive Plan in a transaction exempt under Rule 16b-3. These shares were reported in Table II as derivative securities in prior filings.

2. Pursuant to the Company's Plan provisions, the Company paid $86.63 per share for tax withholding purposes relating to the payment of common stock under the 2004 SEP award for which restrictions lapsed. See Footnote 1.

3. 5,181 shares are held in name of the undersigned's broker.

4. Deferral of a 2004 SEP award payment owed due to the lapse of restrictions on 02/14/2006. The 2004 SEP award was made under the Whirlpool Corporation 2002 Omnibus Stock & Incentive Plan in a transaction exempt under Rule 16b-3. These shares were reported in Table II as derivative securities in prior filings.

5. 1,866 phantom stock shares (Strategic Excellence Program) awarded on 02/14/05 under the SEP 2004 grant made pursuant to the 2002 Whirlpool Corporation Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Time restrictions on these shares will lapse on 02/14/2007.

6. 724.50 phantom shares deferred under the Executive Deferred Savings Plan II in transactions exempt under Rule 16b-3. As of 12/15/05, the latest date for which information is reasonably available, 736.761 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

7. 12,266.37 phantom restricted shares (Special Retention Program) awarded under the 1998 Whirlpool Corporation Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). As of 12/15/05, the latest date for which information is reasonably available, 12,636.71 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

8. 12,500 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 11/26/08. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock.

9. 30,000 phantom stock shares (Special Retention Program) awarded on 06/14/2004 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.

10. 25,000 phantom stock shares (Career Stock Award) awarded under the 1996 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Phantom shares will become vested as follows: 10,000 shares on 11/26/06; 10,000 shares on 11/26/10; and 5,000 shares on retirement after age 60. As of 12/15/05, the latest date for which information is reasonably available, 27,595.98 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

11. 27,000 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.

12. 10,772 option shares with cashless exercise and tax withholding rights awarded on 02/16/04 at the option price of $72.94 per share. 7,181 shares are currently exercisable, with the remaining shares becoming exercisable on 02/16/07. The options will expire 10 years from date of grant.

Remarks:

	/s/ Robert T. Kenagy	02/16/2006
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.