Whirlpool Corporation
WHIRLPOOL CORP /DE/ (Form: 4, Received: 02/13/2004 12:04:18)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

WHITWAM DAVID R
2. Issuer Name and Ticker or Trading Symbol

WHIRLPOOL CORP /DE/ [ WHR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman and Chief Exc Officer
(Last)          (First)          (Middle)

WHIRLPOOL CORPORATION, 2000 M-63N
3. Date of Earliest Transaction (MM/DD/YYYY)

2/12/2004
(Street)

BENTON HARBOR, MI 49022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/12/2004     M (1)    40000   A $55.38   155621   D   (2)
 
Common Stock   2/12/2004     S (1)    40000   D $73.5553   115621   D   (2)
 
Common Stock   2/12/2004     M (3)    70000   A $50.44   185621   D   (2)
 
Common Stock   2/12/2004     S (3)    70000   D $73.5553   115621   D   (2)
 
Common Stock                  8000   I   (4) By Wife  
Common Stock                  15085.542   (5) I   401(k) Stock Fund  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Employee Stock Option (Right to Buy)   $55.38   (1) 2/12/2004     (1)       40000      (1)   (1) Common   40000   $0   0   D  
 
Employee Stock Option (Right to Buy)   $50.44   (3) 2/12/2004     (3)       70000      (3)   (3) Common   70000   $0   0   D  
 
Employee Stock Option (Right to Buy)     (6)                   (6)   (6) Common   45000     45000   D  
 
Employee Stock Option (Right to Buy)     (7)                   (7)   (7) Common   65000     65000   D  
 
Deferred Phantom Stock in WEDSP     (8)                   (8)   (8) Common     (8)   11363.1   (8) D  
 
Employee Stock Option (Right to Buy)     (9)                   (9)   (9) Common   110000     110000   D  
 
Employee Stock Option (Right to Buy)     (10)                   (10)   (10) Common   120000     120000   D  
 
Employee Stock Option (Right to Buy)     (11)                   (11)   (11) Common   120000     120000   D  
 
Employee Stock Option (Right to Buy)     (12)                   (12)   (12) Common   125000     125000   D  
 
Employee Stock Option (Right to Buy)     (13)                   (13)   (13) Common   150000     150000   D  
 

Explanation of Responses:
( 1)  Cashless exercise and immediate sale through broker of 40,000 shares outstanding in award dated 06/21/94 at the option price of $55.38 per share with the cashless exercise and tax withholding features. All shares were currently exercisable and would have expired 10 years from date of grant.
( 2)  115,621 shares are held in the name of the undersigned's broker.
( 3)  Cashless exercise and immediate sale through broker of 70,000 shares outstanding in award dated 06/18/96 at the option price of $50.44 per share with the cashless exercise and tax withholding features. All shares were currently exercisable and would have expired 10 years from date of grant.
( 4)  The execution and filing of this report shall not be construed as an admission that the undersigned is for the purpose of Section 16 of the Securities Exchange Act of 1934 the beneficial owner of any of the shares referred to in any of the entries in this report to which this note expressly relates. The shares are held in the name of the undersigned's broker.
( 5)  As of 12/15/03, the latest date for which information is reasonably available, there are 15,085.542 shares held in the account of the undersigned pursuant to the Plan indicated in Column 7.
( 6)  45,000 option shares with cashless exercise and tax withholding rights awarded on 08/15/95 at the option price of $55.81 per share. All shares are currently exercisable and will expire 10 years from date of grant.
( 7)  65,000 option shares with cashless exercise and tax withholding rights awarded on 06/15/98 at the option price of $63.13 per share. All shares are currently exercisable and will expire 10 years from date of grant.
( 8)  10,673.82 phantom shares deferred under the Executive Deferred Savings Plan in transactions exempt under Rule 16b-3. As of 12/15/03, 11,363.10 total phantom shares deferred.
( 9)  110,000 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)  120,000 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)  120,000 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.
( 12)  125,000 option shares with cashless exercise and tax withholding rights awarded on 02/18/02 at the option price of $67.29 per share. 62,500 shares are currently exercisable, with the remaining 62,500 shares becoming exercisable on 02/18/04. The options will expire 10 years from date of grant.
( 13)  150,000 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WHITWAM DAVID R
WHIRLPOOL CORPORATION
2000 M-63N
BENTON HARBOR, MI 49022
X
Chairman and Chief Exc Officer

Signatures
Robert T. Kenagy, Corporate Secretary 2/13/2004
** 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).
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