WHIRLPOOL CORP /DE/ — Director's Dealing 2005

Mar 17, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WHIRLPOOL CORP /DE/ (WHR)
CIK: 0000106640
Period of Report: 2005-03-15

Reporting Person: HEMPEL KATHLEEN J (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-03-15	Phantom Stock under Non-Employee Dir. Stock Owner. Plan	$	A	25.07	Acquired		Common ()	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5800	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options	$		Common (600)	600	Direct
Stock Options	$		Common (600)	600	Direct
Stock Options	$		Common (600)	600	Direct
Stock Options	$		Common (600)	600	Direct
Stock Options	$		Common (600)	600	Direct
Stock Options	$		Common (600)	600	Direct

Footnotes

F1: The execution and filing of this report shall not be construed as an admission that for the purpose of Section 16 of the Securities and Exchange Act of 1934 the undersigned is the beneficial owner of 400 of the 800 shares held in joint tenancy by the undersigned and Mr. Hempel.

F2: Stock option awarded on 4/16/96 at the option price of $50.27 per share. All shares are currently exercisable and will expire either 20 years from the award date or the fifth anniversary of the date the Director ceases being a Director.

F3: Stock option awarded on 4/28/98 at the option price of $50.92 per share. All shares are currently exercisable and will expire either 20 years from the award date or the fifth anniversary of the date the Director ceases being a Director.

F4: Stock option awarded on 4/20/99 at the option price of $61.75 per share. All shares are currently exercisable and will expire either 20 years from the award date or the fifth anniversary of the date the Director ceases being a Director.

F5: Grant of 25.07 phantom shares of common stock ("dividend equivalents") based on original grant of 1,059 phantom shares under the Nonemployee Director Stock Ownership Plan. This grant of deferred compensation is payable upon retirement from the Board of Directors. As of 03/1/505, 3,837.48 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

F6: Stock option awarded on 4/18/00 at the option price of $46.21 per share. All shares are currently exercisable and will expire either 20 years from the award date or the fifth anniversary of the date the Director ceases being a Director.

F7: Stock option awarded on 4/15/03 at the option price of $64.69 per share. All shares are currently exercisable and will expire either 20 years from the award date or the fifth anniversary of the date the Director ceases being a Director.

F8: Stock option awarded on 04/20/04 at the option price of $50.98 per share. All shares are currently exercisable and will expire either 20 years from the award date or the fifth anniversary of the date the Director ceases being a Director.