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^*

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)
12/15/2004

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								6,450	D
Common Stock								501.237⁽¹⁾	D⁽²⁾
Common Stock	12/15/2004		A⁽³⁾		21.965	A	⁽³⁾	3,524.305⁽⁴⁾	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 Stock (Special Retention Program)	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common	20,000		20,000	D
Phantom Restricted (Career) Stock	⁽⁶⁾	12/15/2004		A⁽⁶⁾		157.05		⁽⁶⁾	⁽⁶⁾	Common	⁽⁶⁾	$0	25,233.37⁽⁶⁾	D
Deferred Phantom ESAP Stock in WEDSP	⁽⁷⁾	12/15/2004		A⁽⁷⁾		88.105		⁽⁷⁾	⁽⁷⁾	Common	⁽⁷⁾	$0	13,908.607⁽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)	⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Common	8,324		8,324	D

Explanation of Responses:

1. As of 09/15/04, the latest date for which information is reasonably available, there are 501.237 shares held in the account of the undersigned pursuant to the Whirlpool Corporation Automatic Dividend Reinvestment Plan.

2. The execution and filing of this report shall not be construed as an admission that the undersigned is for the pupose of Section 16 of the Securities Exchange Act of 1934 the beneficial owner of 37.3811 shares held in joint tenancy by the undersigned and Mrs. Thieneman.

3. The securities herein were acquired on 12/15/04 pursuant to the Plan indicated in Column 6 at $67.451640 per share in transactions exempt from Section 16(b) pursuant to Rule 16(b)-3(c).

4. As of 12/15/04, there are 3,524.305 shares held in the account of the undersigned pursuant to the Plan indicated in Column 7.

5. Award of 20,000 phantom stock shares (Special Retention Program) 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.

6. Grant of 157.05 phantom shares of common stock ("dividend equivalents") based on original grant of 20,000 phantom stock shares (Career Stock Award) awarded under the Whirlpool 1989 Omnibus Stock & 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 7/1/05; and 12,000 shares on retirement after age 60. As of 12/15/04, 25,233.37 total phantom shares deferred.

7. Grant of 88.105 phantom shares of common stock ("dividend equivalenst") based on phantom shares deferred under the Executive Deferred Savings Plan in transactions exempt under Rule 16b-3. As of 12/15/04, 13,908.607 total phantom shares deferred.

8. 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.

9. 23,000 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.

10. 23,000 option shares with cashless exercise and tax withholding rights awarded on 2/17/03 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 02/16/05; one-third on 02/16/06; and one-third on 02/16/07. The options will expire 10 years from date of grant.

Remarks:

	/s/ Robert T. Kenagy	12/17/2004
	** 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).
** 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.