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

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)
	Pres and Chief Operating Off

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2004

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	02/20/2004		M⁽¹⁾		8,125	A	$72.25	37,993	D⁽²⁾
Common Stock	02/20/2004		M⁽¹⁾		2,692	D	$72.25	35,301	D⁽²⁾
Common Stock								2,687.799⁽³⁾	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 (Special Retention Program)	$72.25⁽¹⁾	02/20/2004		M⁽¹⁾			23,125	⁽¹⁾	⁽¹⁾	Common	23,125	$0	23,125	D
Deferred SRP Shares in WEDSP	$72.25⁽¹⁾	02/20/2004		A		15,000		⁽¹⁾	⁽¹⁾	Common	15,000	$0	15,000	D
Employee Stock Option (Right to Buy)	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common	13,000		13,000	D
Employee Stock Option (Right to Buy)	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common	15,000		15,000	D
Employee Stock Option (Right to Buy)	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common	17,500		17,500	D
Employee Stock Option (Right to Buy)	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common	20,500		20,500	D
Phantom Restricted (Career) Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common	⁽⁸⁾		61,461.64⁽⁸⁾	D
Deferred Phantom ESAP Stock in WEDSP	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common	⁽⁹⁾		6,162.215⁽⁹⁾	D
Employee Stock Option (Right to Buy)	⁽¹⁰⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common	18,000		18,000	D
Employee Stock Option (Right to Buy)	⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Common	50,000		50,000	D
Deferred EDSP-Purchase of phantom Whirlpool stock	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Common	⁽¹²⁾		5,528.388⁽¹²⁾	D
Employee Stock Option (Right to Buy)	⁽¹³⁾							⁽¹³⁾	⁽¹³⁾	Common	64,000		64,000	D
Employee Stock Option (Right to Buy)	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Common	70,000		70,000	D
Employee Stock Option (Right to Buy)	⁽¹⁵⁾							⁽¹⁵⁾	⁽¹⁵⁾	Common	70,000		70,000	D
Employee Stock Option (Right to Buy)	⁽¹⁶⁾							⁽¹⁶⁾	⁽¹⁶⁾	Common	70,000		70,000	D
Employee Stock Option (Right to Buy)	⁽¹⁷⁾							⁽¹⁷⁾	⁽¹⁷⁾	Common	40,000		40,000	D

Explanation of Responses:

1. Settlement of 50% of a special retention award for 23,125 shares of common stock under the Whirlpool Corporation 1998 Omnibus Stock and Incentive Plan in a transaction exempt under Rule 16b-3 (see Table II for disposition of derivative securities (23,125 shares of phantom restricted stock)). Of the 23,125 shares received, 2,692 shares were sold to the Company pursuant to the Company's Plan provisions under a tax withholding right, 15,000 shares were deferred, and 5,433 shares were received by the reporting person. Restrictions lapse on the remaining 50% of this award on 2/19/08.

2. 27,442 shares are held in the name of the undersigned's broker.

3. As of 12/15/03, there are 2,687.799 shares held in the account of the undersigned pursuant to the Plan indicated in Column 7.

4. 13,000 option shares with cashless exercise and tax withholding rights awarded on 06/21/94 at the option price of $55.38 per share. All shares are currently exercisable and will expire 10 years from date of grant.

5. 15,000 option shares with cashless exercise and tax withholding rights awarded on 08/15/95 at the option price of $55.81 per share. All shares are currently exercisable and will expire 10 years from date of grant.

6. 17,500 option shares with cashless exercise and tax withholding rights awarded on 06/18/96 at the option price of $50.44 per share. All shares are currently exercisable and will expire 10 years from date of grant.

7. 20,500 option shares with cashless exercise and tax withholding rights awarded on 04/15/97 at the option price of $45.75 per share. All shares are currently exercisable and will expire 10 years from date of grant.

8. Original grant of 50,000 phantom stock shares (Career Stock Award) awarded under the 1996 Whirlpool Omnibus Stock and Incentive Plan in transactions exempt under Rule 16b-3(c). 30,000 phantom shares are currently vested, with the remaining shares becoming vested as follows: 10,000 shares on 07/01/04; and 10,000 shares on retirement after age 60. As of 12/15/05, 61,461.64 total phantom shares deferred.

9. 5,177.04 phantom ESAP shares deferred under the Executive Deferred Savings Plan in transactions exempt under Rule 16b-3. As of 12/15/03, 6,162.215 total phantom shares deferred.

10. 18,000 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.

11. 50,000 option shares with cashless exercise and tax withholding rights awarded on 04/05/99 at the option price of $52.28 per share. All shares are currently exercisable and will expire 10 years from date of grant.

12. Original deferral of 4,972.906 phantom shares in the Executive Deferred Savings Plan on 08/10/99 in a transaction exempt under Rule 16b-3. As of 12/15/03, 5,528.388 total phantom shares deferred.

13. 64,000 option shares with cashless exercise and tax withholding rights awarded on 02/14/00 at the option price of $52.19 per share. All shares are currently exercisable and will expire 10 years from date of grant.

14. 70,000 option shares with cashless exercise and tax withholding rights awarded on 02/19/01 at the option price of $54.07 per share. All shares are currently exercisable and will expire 10 years from date of grant.

15. 70,000 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.

16. 70,000 option shares with cashless exercise and tax withholding rights awarded on 02/17/03 at the option price of $49.60 per share. 35,000 shares are currently exercisable, with the remaining 35,000 shares becoming exercisable on 02/17/05. The options will expire 10 years from date of grant.

17. 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. Shares will become exercisable as follows: one-third on 02/16/05; 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, Corporate Secretary	02/23/2004
	** 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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