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^*

Dosch Ted A

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President and Controller

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2005

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								316⁽¹⁾	D
Common Stock								346	I	Held by Wife's Trust
Common Stock	12/15/2005		A⁽²⁾		15.281⁽²⁾	A	⁽²⁾	3,136.966⁽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 (Strategic Excellence Program)	⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common	655		655	D
Employee Stock Option (Right to Buy)	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common	2,500		2,500	D
Employee Stock Option (Right to Buy)	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Common	7,300		7,300	D
Employee Stock Option (Right to Buy)	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common	7,300		7,300	D
Employee Stock Option (Right to Buy)	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common	2,076		2,076	D
Deferred Phantom ESAP Stock under WEDSP	⁽⁹⁾	12/15/2005		A⁽⁹⁾		13.895		⁽⁹⁾	⁽⁹⁾	Common	⁽⁹⁾	$0	2,791.337⁽⁹⁾	D
Deferred EDSP-Purchase of Phantom Whirlpool Stock	⁽¹⁰⁾	12/15/2005		A⁽¹⁰⁾		6.657		⁽¹⁰⁾	⁽¹⁰⁾	Common	⁽¹⁰⁾	$0	1,230.366⁽¹⁰⁾	D

Explanation of Responses:

1. 316 shares are held in the name of the undersigned's broker.

2. The securities herein were acquired on 12/15/2005 pursuant to the Plan indicated in Column 7 at $85.95039 per share in transactions exempt from Section 16(b) pursuant to Rule 16(b)-3(c).

3. As of 12/15/05, there are 3,136.966 shares held in the account of the undersigned pursuant to the Plan indicated in Column 7.

4. 655 phantom stock shares (Strategic Excellence Program) awarded on 02/14/05 under the 2002 Whirlpool Corporation 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.

5. 2,500 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 the date of grant.

6. 7,300 option shares awarded on 02/19/01 at the option price of $54.07 per share with cashless exercise and tax withholding rights. All shares are currently exercisable and will expire 10 years from the date of grant.

7. 7,300 option shares awarded on 02/18/02 at the option price of $67.29 per share with cashless exercise and tax withholding rights. All shares are currently exercisable and will expire 10 years from the date of grant.

8. 2,076 option shares awarded on 02/16/04 at the option price of $72.94 per share with cashless exercise and tax withholding rights. 692 shares are currently exercisable, with the remaining shares becoming exercisable as follows: one-third on 02/16/06; and one-third on 02/16/07. The options will expire 10 years from the date of grant.

9. Grant of 13.895 phantom shares of common stock ("dividend equivalents") based on phantom shares deferred under the Executive Deferred Savings Plan in transactions exempt under Rule 16b-3. As of 12/15/05, 2,791.337 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

10. Grant of 6.657 phantom shares of common stock ("dividend equivalents") based on original deferral of 1,185.583 phantom shares in the Executive Deferred Savings Plan in a transaction exempt under Rule 16b-3. As of 12/15/05, 1,230.366 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

Remarks:

	/s/ Robert T. Kenagy	12/16/2005
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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