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* HU MARK K (Last) (First) (Middle) 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) 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/14/2005		M(1)		815	A	$63.24	815	D
Common Stock	02/14/2005		M(1)		269	D	$67.99(2)	546	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Restricted Shares (Strategic Excellence Program)	(3)	02/14/2005		A(3)		1,584		(3)	(3)	Common	1,584	$0	1,584	D
Phantom Restricted Shares (Special Retention Program)	(4)							(4)	(4)	Common	10,000		10,000	D
Employee Stock Option (Right to Buy)	(5)							(5)	(5)	Common	20,000		20,000	D
Employee Stock Option (Right to Buy)	(6)							(6)	(6)	Common	5,027		5,027	D

Explanation of Responses:

1. Settlement of 2002-2004 ESAP award for 546 shares of common stock made under the Whirlpool Corporation 1996 Omnibus Stock and Incentive Plan in a transaction exempt under Rule 16b-3.

2. Pursuant to the Company's Plan provisions, the Company paid $67.99 per share for performance-based phantom stock awarded under the 2002-2004 ESAP settlement for tax withholding purposes in a transaction exempt under Rule 16b-3.

3. 1,584 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. 10,000 phantom stock shares (Special Retention Program) awarded on 01/05/2004 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 01/05/2007 and 50% on 01/05/2011. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock.

5. 20,000 option shares with cashless exercise and tax withholding rights awarded on 01/05/2004 at the option price of $71.80 per share. 10,000 shares are currently exercisable with the remaining 10,000 shares becoming exercisable on 01/05/2006. The options will expire 10 years from the date of grant.

6. 5,027 option shares with cashless exercise and tax withholding rights awarded on 02/16/2004 at the option price of $72.94 per share. 1,676 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.

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).
** 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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