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^*

PERIQUITO PAULO F M O

(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)
02/14/2005

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	02/14/2005		M⁽¹⁾		5,216	A	$63.24	96,138	D⁽²⁾

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)	⁽³⁾	02/14/2005		A⁽³⁾		3,888		⁽³⁾	⁽³⁾	Common	3,888	$0	3,888	D
Phantom Restricted Shares (Special Retention Program)	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common	25,000		25,000	D
Employee Stock Option (Right to Buy)	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common	50,000		50,000	D
Employee Stock Option (Right to Buy)	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common	15,000		15,000	D
Employee Stock Option (Right to Buy)	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common	5,000		5,000	D
Phantom Restricted (Career) Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common	⁽⁸⁾		47,105.67⁽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	33,000		33,000	D
Employee Stock Option (Right to Buy)	⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Common	33,000		33,000	D
Phantom Restricted Shares (Special Retention Program)	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Common	18,500		18,500	D
Employee Stock Option (Right to Buy)	⁽¹³⁾							⁽¹³⁾	⁽¹³⁾	Common	33,000		33,000	D
Employee Stock Option (Right to Buy)	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Common	33,000		33,000	D
Employee Stock Option (Right to Buy)	⁽¹⁵⁾							⁽¹⁵⁾	⁽¹⁵⁾	Common	33,000		33,000	D
Employee Stock Option (Right to Buy)	⁽¹⁶⁾							⁽¹⁶⁾	⁽¹⁶⁾	Common	12,339		12,339	D

Explanation of Responses:

1. Settlement of 2002-2004 ESAP award for 5,216 shares of common stock made under the Whirlpool Corporation 1996 Omnibus Stock and Incentive Plan in a transaction exempt under Rule 16b-3.

2. 3,000 shares are held in the name of the undersigned's broker.

3. 3,888 phantom stock shares (Strategic Excellence Program) awarded on 02/14/05 under the Whirlpool Corporation 2002 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.

4. 50,000 phantom stock shares (Special Retention Program) awarded on 10/16/01 under the Whirlpool Corporation 1998 Omnibus Stock and Incentive Program in transactions exempt under Rule 16(b)-3(c). Remaining phantom shares will vest on 10/16/05. Participants may elect to defer receipt of vested shares. Dividend equivalents will be invested in additional stock.

5. 50,000 option shares awarded on 6/18/96 at the option price of $50.44 per share with tax withholding rights. All shares are currently exercisable, and will expire 10 years from date of grant.

6. 15,000 option shares awarded on 4/15/97 at the option price of $45.75 per share with tax withholding rights. All shares are currently exercisable, and will expire 10 years from date of grant.

7. 5,000 option shares awarded on 7/10/97 at the option price of $52.19 per share with tax withholding rights. All shares are currently exercisable, and will expire 10 years from date of grant.

8. Original grant of 40,000 phantom stock shares (Career Stock Award) under the Whirlpool 1989 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16b-3(c). 20,000 phantom shares are currently vested, with the remaining shares becoming vested as follows: 10,000 shares on 4/02/2005; and 10,000 shares on retirement after age 60. As of 12/15/04, the latest date for which information is reasonably available, 47,105.67 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 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.

10. 33,000 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.

11. 33,000 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.

12. 18,500 phantom stock shares (Special Retention Program) awarded on 10/16/01 under the Whirlpool Corporation 1998 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Phantom shares will become vested as follows: 50% on 2/19/08. Participants may elect to defer receipt of vested shares. Dividend equivalents will be invested in additional stock.

13. 33,000 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.

14. 33,000 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.

15. 33,000 option shares with cashless exercise and tax withholding rights awarded on 2/17/03 at the option price of $49.60 per share. 16,500 shares are currently exercisable, with the remaining 16,500 shares becoming exercisable on 02/17/05. The options will expire 10 years from date of grant.

16. 12,339 option shares with cashless exercise and tax withholding rights awarded on 02/16/04 at the option price of $72.94 per share. 4,113 shares are currently exercisable, with the remaining shares to become 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	02/16/2005
	** 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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