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^*

THEILER RICHARD F

(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)
	SVP-Research and Development

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								31,923⁽¹⁾	D
The Dial Corporation Common Stock (401(k))	03/29/2004		I	V	37.2	A	⁽²⁾	37.2	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	$19.425	03/29/2004		J			40,000	03/29/2004⁽³⁾	03/31/2010	The Dial Corporation Common Stock	40,000	$19.425	0⁽³⁾	D
Options-Right to Buy	$19.425	03/29/2004		J			50,000	03/29/2004⁽³⁾	03/31/2010	The Dial Corporation Common Stock	50,000	$19.425	0⁽³⁾	D

Explanation of Responses:

1. Direct stock ownership of the reporting person changed on March 24, 2004 as a result of the merger by and among The Dial Corporation, Henkel KGaA and Henkel Merger Corporation when 28,000 shares of restricted stock vested.

2. Between January 1 and March 29, 2004, the reporting person acquired 37.20 shares of The Dial Corporation's Common Stock under The Dial Corporation 401(k) Savings Plan.

3. 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.

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).
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