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^*

WELLE BERNHARD J

(Last)

(First)

(Middle)

15501 NORTH DIAL BOULEVARD

SUITE 2212

(Street)

SCOTTSDALE

85260-1619

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DIAL CORP /NEW/ [ DL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP-Shared Services

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2004

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)
The Dial Corporation Common Stock								42,987	I	By Family Partnership⁽¹⁾
The Dial Corporation Common Stock								11,500	I	By Trust⁽²⁾
The Dial Corporation Common Stock (401(K))	03/29/2004		I	V	252.78	A	⁽³⁾	16,699.94	I	By 401(K) Savings Plan

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)
Options - Right To Buy	$14.8438	03/29/2004		J			84,500	03/29/2004⁽⁴⁾	03/01/2010	The Dial Corporation Common Stock	84,500	$14.8438	0⁽⁴⁾	D
Options - Right To Buy	$17.77	03/29/2004		J			100,000	03/29/2004⁽⁴⁾	03/12/2010	The Dial Corporation Common Stock	100,000	$17.77	0⁽⁴⁾	D
Options - Right To Buy	$11.9108	03/29/2004		J			10,371	03/29/2004⁽⁴⁾	08/16/2005	The Dial Corporation Common Stock	10,371	$11.9108	0⁽⁴⁾	D
Options - Right To Buy	$14.4375	03/29/2004		J			38,000	03/29/2004⁽⁴⁾	11/21/2006	The Dial Corporation Common Stock	38,000	$14.4375	0⁽⁴⁾	D
Options - Right To Buy	$12.875	03/29/2004		J			114,330	03/29/2004⁽⁴⁾	09/24/2006	The Dial Corporation Common Stock	114,330	$12.875	0⁽⁴⁾	D
Options - Right To Buy	$29.7188	03/29/2004		J			65,000	03/29/2004⁽⁵⁾	08/04/2009	The Dial Corporation Common Stock	65,000	$29.7188	0⁽⁵⁾	D
Options - Right To Buy	$13.4688	03/29/2004		J			140,000	03/29/2004⁽⁴⁾	01/25/2011	The Dial Corporation Common Stock	140,000	$13.4688	0⁽⁴⁾	D
Phantom Stock Units	⁽⁶⁾	03/29/2004		J			15,165.22	⁽⁷⁾	⁽⁷⁾	The Dial Corporation Common Stock	15,165.22	$28.75	0⁽⁷⁾	D
Phantom Stock Units	⁽⁶⁾	03/29/2004		J			12,971.49	⁽⁸⁾	⁽⁸⁾	The Dial Corporation Common Stock	12,971.49	$28.75	0⁽⁸⁾	D

Explanation of Responses:

1. Stock held in family partnership with reporting person and spouse as the only partners and the reporting person as the General Partner.

2. Stock held in family trust with reporting person as trustee and beneficiary.

3. Between January 1 and March 29, 2004, the reporting person acquired 252.78 shares of The Dial Corporation's Common Stock under The Dial Corporation 401(k) Savings Plan.

4. Granted pursuant to the 1996 Stock Incentive Plan. Each option contains a Change in Control Cash-Out whereby, in the event of a change in control, the participant may elect to surrender all or part of the stock option to the Corporation and to receive cash in an amount equal to the amount by which the Change in Control Price per share of stock shall exceed the exercisable price per share of stock under the stock option multiplied by the number of shares of stock granted under the stock option. All outstanding stock options vested as a result of the March 29, 2004 merger by and among The Dial Corporation, Henkel KGaA and Henkel Merger Corporation and such stock options were surrendered for cash in the amount equal to the difference between $28.75 per share and the grant price.

5. Granted pursuant to the 1996 Stock Incentive Plan. While "in the money" stock options vested as a result of the March 29, 2004 merger by and among The Dial Corporation, Henkel KGaA and Henkel Merger Corporation and such "in the money" stock options were surrendered for cash in the amount equal to the difference between $28.75 per share and the grant price, options that are "underwater" were cancelled.

6. Security converts to common stock on a one-for-one basis.

7. Represents the March 29, 2004 cash payout of phantom stock units the reporting person acquired under the Corporation's Management Deferred Compensation Plan on the participant's stock option gain deferral. All units were surrendered for cash in the amount of $28.75 as a result of the merger by and among The Dial Corporation, Henkel KGaA and Henkel Merger Corporation.

8. Represents the March 29, 2004 cash payout of phantom stock units the reporting person acquired under the Corporation's Management Deferred Compensation Plan. All units were surrendered for cash in the amount of $28.75 as a result of the merger by and among The Dial Corporation, Henkel KGaA and Henkel Merger Corporation.

Remarks:

	Dianne B. Stoehr, Attorney-In-Fact	03/31/2004
	** 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.
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