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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE

COMMISSION ONLY (AS PERMITTED BY

RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
WHIRLPOOL CORPORATION

- --------------------------------------------------------------------------------

(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed

pursuant to Exchange Act Rule 0-11 (Set forth the amount on which

the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange

Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee

was paid previously. Identify the previous filing by registration statement

number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:

WHIRLPOOL CORPORATION
Administrative Center

2000 N. M-63

Benton Harbor, Michigan 49022-

2692
To Our Stockholders:
It is my pleasure to invite you to attend the 1999 Whirlpool Corporation

annual meeting of stockholders to be held on Tuesday, April 20, 1999, at 9:30

A.M., Chicago time, at The Madison Room, 181 W. Madison Street (7th Floor),

Chicago, Illinois.
The formal notice of the meeting follows on the next page. At the meeting,

stockholders will vote on the election of three directors, approval of an

amended Nonemployee Directors Stock Ownership Plan, approval of an amended

Performance Excellence Plan, and one stockholder proposal and will transact

any other business that may properly come before the meeting. In addition, we

will discuss Whirlpool's solid 1998 performance, the outlook for this year,

and answer your questions.
Your vote is important. We urge you to please complete and return the enclosed

proxy whether or not you plan to attend the meeting. Promptly returning your

proxy will be appreciated as it will save further mailing expense. You may

revoke your proxy at any time prior to the proxy being voted by filing with

the Secretary of the Company a written revocation, by providing a proxy with a

later date, or by voting in person at the meeting. If you attend the meeting

and vote in person, your proxy will not be voted.
Your vote is important and much appreciated!

DAVID R. WHITWAM

Chairman of the Board

and Chief Executive Officer March 19, 1999
NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS
The 1999 annual meeting of stockholders of WHIRLPOOL CORPORATION will be held

at The Madison Room, 181 W. Madison Street (7th Floor), Chicago, Illinois on

Tuesday, April 20, 1999, at 9:30 A.M., Chicago time, for the following

purposes:
1. to elect three persons to the Company's Board of Directors;
2. to approve an amended Nonemployee Director Stock Ownership Plan;
3. to approve an amended Performance Excellence Plan;
4. to vote on a shareholder proposal, if properly presented at the meeting,

requesting the Board of Directors to arrange for the prompt sale of the

Company to the highest bidder; and
5. to transact such other business as may properly come before the meeting.
By Order of the Board of Directors

ROBERT T. KENAGY

Associate General Counsel and

Corporate Secretary
March 19, 1999
TABLE OF CONTENTS

Page

----
Information about Whirlpool Corporation................................... 1

Proxy Statement........................................................... 1

Directors and Nominees for Election as Directors.......................... 2

The Whirlpool Board of Directors.......................................... 5

Security Ownership........................................................ 5

Executive Compensation.................................................... 7

Stock Option Grants and Related Information............................... 8

Stock Option Exercises and Holdings....................................... 9

Long-Term Incentive Awards................................................ 9

Retirement Benefits....................................................... 11

Compensation of Directors................................................. 11

Human Resources Committee Report on Compensation Awards................... 12

Performance Graph......................................................... 16

Proposal to Amend the Nonemployee Director Stock Ownership Plan........... 17

Proposal to Amend the Performance Excellence Plan......................... 20

Stockholder Proposal...................................................... 22

Miscellaneous............................................................. 24

Auditors.................................................................. 24

Stockholder Proposals for 2000 Meeting.................................... 24

Exhibit A--Whirlpool Corporation Nonemployee Director Stock Ownership

Plan..................................................................... A-1

Exhibit B--Whirlpool Corporation Performance Excellence Plan.............. B-1
INFORMATION ABOUT WHIRLPOOL CORPORATION
Whirlpool is the world's leading manufacturer and marketer of major home

appliances. We manufacture in 13 countries and market products in about 170

countries under major brand names such as Whirlpool, KitchenAid, Roper,

Bauknecht, Ignis, Laden, Inglis, Brastemp, and Consul. We are also the

principal supplier to Sears, Roebuck and Co. of many major appliances marketed

under the Kenmore brand name. We have approximately 59,000 employees

worldwide. Our headquarters is located in Benton Harbor, Michigan and our

address is 2000 N. M-63, Benton Harbor, Michigan 49022-2692. Our telephone

number is (616) 923-5000.
PROXY STATEMENT
Our 1999 annual meeting of stockholders will be held on Tuesday, April 20,

1999 at 9:30 a.m., Chicago time, at The Madison Room, 181 W. Madison Street

(7th Floor), Chicago, Illinois. You are welcome to attend.
Information about this Proxy Statement
We are sending this proxy statement and the enclosed proxy card because

Whirlpool's Board of Directors is seeking your permission (or proxy) to vote

your shares at the annual meeting on your behalf. This proxy statement

presents information we are required to provide to you under the rules of the

Securities and Exchange Commission. It is intended to help you in reaching a

decision on voting your shares of stock. Only stockholders of record at the

close of business on March 1, 1999 are entitled to vote at the meeting. There

were 76,494,003 outstanding shares of common stock as of the close of business

on March 1, 1999. We have no other voting securities. Stockholders are

entitled to one vote per share on each matter. This proxy statement and the

accompanying proxy form are first being mailed to stockholders on or about

March 19, 1999.
Information about Voting.
Stockholders can vote their shares on matters presented at the annual meeting

in two ways.
1. By Proxy--If you sign and return the accompanying proxy form, your shares

will be voted as you direct on the proxy form. If you do not give any

direction on the proxy card, the shares will be voted FOR the nominees named

for director and FOR approval of proposals to amend the Nonemployee Director

Stock Ownership Plan and the Performance Excellence Plan (see pages 17 and 19)

and AGAINST the stockholder proposal to sell our company (see page 22). You

may revoke your proxy at any time before it is exercised by providing to

Whirlpool's Corporate Secretary, Robert T. Kenagy, a written revocation, by

providing a proxy with a later date, or by voting in person at the meeting.
2. In Person--You may come to the annual meeting and cast your vote there.
Whirlpool's Board of Directors has adopted a policy requiring all stockholder

votes to be kept permanently confidential and not disclosed except (i) when

disclosure is required by law, (ii) when a stockholder expressly consents to

disclosure or (iii) when there is a contested election and the proponent

filing the opposition statement does not agree to abide by this policy.
Stockholders representing at least 50% of the common stock issued and

outstanding must be present at the annual meeting, either in person or by

proxy, for there to be a quorum at the annual meeting. Abstentions and broker

non-votes are counted as present for establishing a quorum. A broker non-vote

occurs when a broker votes on some matter on the proxy card but not on others

because the broker has no authority to do so.
The three directors to be elected at the annual meeting will be elected by a

plurality of the votes cast by the stockholders present in person or by proxy

and entitled to vote. This means that the three nominees with the most votes

will be elected. Votes may be cast for or withheld from each nominee, but a

withheld vote will have no effect on the outcome of the election. For a

stockholder to nominate
1
an individual for director at the meeting, the stockholder must give the

Company's Secretary written notice at least 90 days in advance of the annual

meeting of the stockholder's intent to make the nomination.
The affirmative vote of a majority of the outstanding common stock voting at

the annual meeting will be required to approve the proposal to amend the

Nonemployee Director Stock Ownership Plan to (i) increase the number of shares

that may be issued under the plan from 200,000 to 300,000, (ii) authorize the

annual granting of 400 deferred stock units to each nonemployee director, and

(iii) extend the final date that awards may be granted to April 30, 2009.
The affirmative vote of a majority of the outstanding common stock voting at

the annual meeting will be required to approve the proposal to amend the

Performance Excellence Plan to extend the term of the plan to December 31,

2003.
The affirmative vote of a majority of the outstanding common stock voting at

the annual meeting will be required to approve the stockholder proposal, if

properly presented at the meeting, requesting that the Board of Directors

arrange for the prompt sale of the Company to the highest bidder.
The Board of Directors does not know of any other matter that will be presented

at the annual meeting other than the proposals covered in this proxy statement.
DIRECTORS AND NOMINEES FOR ELECTION AS DIRECTORS
----------------
Nominees For a Term to Expire in 2002
JAMES M. KILTS, 51, President and Chief Executive

Officer of Nabisco Holdings Corp. (food products).

Director of The May Department Stores Company.
PHOTO OF JAMES KILTS
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MILES L. MARSH, 51, Chairman of the Board and Chief

Executive Officer of Fort James Corporation (consumer

paper products). Director of the Company since 1990 and

director of GATX Corporation and Morgan Stanley, Dean

Witter & Co.
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PAUL G. STERN, 60, Partner, Thayer Capital Partners,

L.L.P. and Arlington Capital Partners, L.L.P. (private

investment companies). Director of the Company since

1990 and director of The Dow Chemical Company, MLC

Holdings Group, Inc., Aegis Communications, Inc., and

SAGA SOFTWARE, Inc.
----------------
2
Directors Whose Terms Expire in 2001
ROBERT A. BURNETT, 71, director and former Chairman of

the Board of Meredith Corporation (publishing,

television broadcasting, and residential real estate

marketing and franchising; retired 1992). Director of

the Company since 1980 and director of ITT Industries,

Inc., and Hartford Financial Services Group, Inc.

[Photo of Mr. Burnett]
----------------
HERMAN CAIN, 53, Chairman of the Board of Godfather's

Pizza, Inc. and Chief Executive Officer and President,

National Restaurant Association (food service

industry). Director of the Company since 1992 and

director of Nabisco Holdings Corp., SUPERVALU, INC.,

and UtiliCorp United, Inc.
----------------
ALLAN D. GILMOUR, 64, former Vice Chairman of Ford

Motor Company (cars and trucks, related parts and

accessories and financial services; retired 1995).

Director of the Company since 1990 and director of AP

Automotive Systems, Inc., The Dow Chemical Company, DTE

Energy Company, The Prudential Insurance Company of

America, and MediaOne Group, Inc.
----------------
JANICE D. STONEY, 58, former Executive Vice President,

US WEST Communications Group, Inc. (telecommunications

products and services; retired 1992). Director of the

Company since 1987 (except for part of 1994 during a

bid for political office) and director of Premark

International, Inc. and Guarantee Life Company.
----------------
DAVID R. WHITWAM, 57, Chairman of the Board and Chief

Executive Officer of the Company. Director of the

Company since 1985 and director of PPG Industries, Inc.
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