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^*

TODMAN MICHAEL

(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)
09/23/2003

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	09/19/2003		M⁽¹⁾		800	A	$69.51	5,378	D⁽²⁾
Common Stock	09/19/2003		F⁽¹⁾		264	D	$69.51	5,114	D⁽²⁾
Common Stock	09/19/2003		A⁽³⁾		905	A	$69.51	6,019	D⁽²⁾
Common Stock	09/22/2003		M⁽⁴⁾		20,000	A	$38.38	26,019	D⁽²⁾
Common Stock	09/22/2003		S⁽⁴⁾		200	D	$68.9	25,819	D⁽²⁾
Common Stock	09/22/2003		S⁽⁴⁾		17,200	D	$68.72	8,619	D⁽²⁾
Common Stock								392.798⁽⁵⁾	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	$69.51	09/19/2003		M			800	⁽¹⁾	⁽¹⁾	Common	⁽¹⁾	$0	0	D
Employee Stock Option (Right to Buy)	$38.38	09/22/2003		M			20,000	⁽⁴⁾	⁽⁴⁾	Common	20,000	$0	0	D
Phantom Restricted (Career) Stock	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common	⁽⁶⁾		24,461.08⁽⁶⁾	D
Deferred Phantom ESAP stock under WEDSP	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common	⁽⁷⁾		1,216.866⁽⁷⁾	D
Employee Stock Option (Right to Buy)	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common	5,500		5,500	D
Employee Stock Option (Right to Buy)	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common	22,000		22,000	D
Employee Stock Option (Right to Buy)	⁽¹⁰⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common	22,000		22,000	D
Phantom Restricted Shares (Special Retention Program)	⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Common	27,750		27,750	D
Employee Stock Option (Right to Buy)	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Common	22,000		22,000	D
Employee Stock Option (Right to Buy)	⁽¹³⁾							⁽¹³⁾	⁽¹³⁾	Common	27,000		27,000	D
Employee Stock Option (Right to Buy)	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Common	27,000		27,000	D

Explanation of Responses:

1. Acquisition of 800 shares of common stock under the Whirlpool Corporation 1998 Omnibus Stock & Incentive Plan in a transaction exempt under Rule 16b-3 (See Table II for dispositon of 800 shares of phantom restricted stock). 264 shares were sold to the Company pursuant to the Company's Plan provisions under a tax withholding right.

2. 2,915 shares are held in name of the undersigned's broker.

3. Acquisition of shares pursuant to a dividend equivalent right originally granted on 9/19/00 and payable in cash or the Company's common stock at the election of the Company's Human Resources Committee.

4. Cashless stock option exercise for 20,000 shares; options granted on 9/19/00 at the option price of $38.38 per share with tax withholding rights. Immediate sale through broker of 17,400 shares. 2,600 shares were retained from the exercise.

5. As of 09/15/03, there are 392.798 shares held in the account of the undersigned pursuant to the Plan indicated in Column 7.

6. Original grant of 20,000 phantom stock shares (Career Stock Award) under the Whirlpool Corporation 1989 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). 4,000 phantom shares are currently vested, with the remaining shares becoming vested as follows: 4,000 shares on 07/01/2005; and 12,000 shares on retirement after age 60. As of 09/15/03, 24,461.08 total phantom shares deferred.

7. 1,082.25 phantom shares deferred under the Executive Deferred Savings Plan in transactions exempt under Rule 16b-3. As of 09/15/03, 1,216.866 total phantom shares deferred.

8. 5,500 option shares awarded on 06/15/98 at the option price of $63.13 per share with tax withholding rights. All shares are currently exercisable and will expire 10 years from date of grant.

9. 22,000 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.

10. 22,000 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.

11. Award of 27,750 phantom stock shares (Special Retention Program) on 02/19/2001 under the Whirlpool Corporation 1998 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Shares will become vested as follows: 50% on 02/19/04; and 50% on 02/19/08. Participants may elect to defer receipt of vested shares. Dividend equivalents will be invested in additional stock.

12. 22,000 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.

13. 27,000 option shares with cashless exercise and tax withholding rights awarded on 02/18/02 at the option price of $67.29 per share. 13,500 shares are currently exercisable, with an additional 13,500 shares becoming exercisable on 02/18/04. The options will expire 10 years from date of grant.

14. 27,000 option shares with cashless exercise and tax withholding rights awarded on 02/17/03 at the option price of $49.60 per share. Shares will become exercisable as follows: 50% on 02/17/04; and 50% on 02/17/05. The options will expire 10 years from date of grant.

Remarks:

	Robert T. Kenagy	09/23/2003
	** Signature of Reporting Person	Date
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