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^*

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 WHIRLPOOL N. AMER

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2006

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	09/12/2006		M⁽¹⁾		26,000	A	$67.29	31,485	D⁽³⁾
Common Stock	09/12/2006		S⁽¹⁾		26,000	D	$87.7833	5,485	D⁽³⁾
Common Stock	09/12/2006		M⁽²⁾		1,000	A	$67.29	6,485	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)
Employee Stock Option (Right to Buy)	⁽¹⁾	09/12/2006		M⁽¹⁾			26,000	⁽¹⁾	⁽¹⁾	Common	26,000	$0	1,000	D
Employee Stock Option (Right to Buy)	⁽²⁾	09/12/2006		M⁽²⁾			1,000	⁽²⁾	⁽²⁾	Common	1,000	$0	0	D
Phantom Restricted Shares (Maytag Recognition Awards)	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common	15,000		15,000	D
Phantom Restricted Shares (Strategic Excellence Program)	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common	⁽⁵⁾		1,414.168⁽⁵⁾	D
Deferred Phantom ESAP Stock in WEDSP II	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common	⁽⁶⁾		744.281⁽⁶⁾	D
Phantom Restricted Shares (Special Retention Program)	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common	⁽⁷⁾		12,764.36⁽⁷⁾	D
Phantom Restricted (Career) Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common	⁽⁸⁾		27,874.76⁽⁸⁾	D
Phantom Restricted Shares (Strategic Excellence Program)	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common	1,866		1,866	D
Phantom Restricted Shares (Special Retention Program)	⁽¹⁰⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common	12,500		12,500	D
Phantom Restricted Shares (Special Retention Program)	⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Common	30,000		30,000	D
Employee Stock Option (Right to Buy)	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Common	10,772		10,772	D
Employee Stock Option (Right to Buy)	⁽¹³⁾							⁽¹³⁾	⁽¹³⁾	Common	20,600		20,600	D

Explanation of Responses:

1. Cashless exercise of 26,000 shares and immediate sale through broker of an award granted on 02/18/2002 at the option price of $67.29 per share with the cashless exercise and tax withholding rights. All shares were exercisable and would have expired 10 years from the date of grant.

2. Exercise of 1,000 shares of an award granted on 02/18/2002 at the option price of $67.29 per share with the cashless exercise and tax withholding rights. All shares were exercisable and would have expired 10 years from the date of grant.

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

4. Award of 15,000 phantom stock shares (Maytag Recognition Awards) on 08/13/2006 under the Whirlpool Corporation 2002 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Restrictions will lapse on the award on 08/13/2009. Dividend equivalents will be paid annually in cash.

5. 1,399.88 phantom shares deferred under the Strategic Excellence Program in transactions exempt under Rule 16b-3. As of 06/15/06, the latest date for which information is reasonably available, 1,414.168 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

6. 724.50 phantom shares deferred under the Executive Deferred Savings Plan II in transactions exempt under Rule 16b-3. As of 06/15/06, the latest date for which information is reasonably available, 744.281 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

7. Original deferral of 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 06/15/06, the latest date for which information is reasonably available, 12,764.36 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

8. 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 06/15/06, the latest date for which information is reasonably available, 27,874.76 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

9. 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.

10. 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.

11. 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.

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.

13. 20,600 option shares with cashless exercise and tax withholding rights awarded on 02/20/2006 at the option price of $89.16 per share. Shares will become exercisable as follows: one-third on 02/20/2007; one-third on 02/20/2007; and one-third on 02/20/2009. The options will expire 10 years from the date of grant.

Remarks:

	/s/ Robert T. Kenagy	09/14/2006
	** 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).
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