<PAGE>

      As filed with the Securities and Exchange Commission on May 14, 2002

                                                  Registration No. 333-_________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                        UNDER THE SECURITIES ACT OF 1933
                          -----------------------------

                               MAYTAG CORPORATION

             (Exact Name of Registrant as Specified in its Charter)

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

            Delaware                                    42-0401785
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      Identification No.)

                          403 West Fourth Street North
                               Newton, Iowa 50208
                    (Address of Principal Executive Offices)


       Maytag Corporation 2002 Employee and Director Stock Incentive Plan
                            (Full Title of the Plans)

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

         Roger K. Scholten, Senior - Vice President and General Counsel
                               Maytag Corporation
                          403 West Fourth Street North
                               Newton, Iowa 50208
                                 (641) 787-7040
 (Name, address and telephone number, including area code, of agent for service)

                                   Copies to:
                  Gary D. Gerstman, Sidley Austin Brown & Wood
        10 South Dearborn Street, Chicago, Illinois 60603, (312) 853-2060

                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
     Title Of Securities        Amount To Be           Proposed Maximum      Proposed Maximum      Amount Of
      To Be Registered           Registered           Offering Price Per    Aggregate Offering    Registration
                                                             Share                Price               Fee
---------------------------------------------------------------------------------------------------------------
<S>                           <C>                     <C>                   <C>                   <C>
Common Stock,                 3,300,000 shares (1)       $ 44.865 (2)         $ 148,054,500 (2)     $ 13,621
par value $1.25, including
Preferred Stock Purchase
Rights (3)
----------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  An undetermined number of additional shares may be issued if the
     anti-dilution adjustment provisions of the plans becomes operative.

(2)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(c) and (h) under the Securities Act of 1933 on the
     basis of the average of the high and low prices of the Common Stock as
     reported on the New York Stock Exchange on May 13, 2002.

(3)  Prior to the occurrence of certain events, the Preferred Stock Purchase
     Rights will not be evidenced separately from the Common Stock.

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following documents are incorporated by reference herein:

               (1) The Annual Report of Maytag Corporation (the "Company") on
Form 10-K for the fiscal year ended December 31, 2001 which has heretofore been
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the Securities Exchange Act of 1934, as amended (the "1934 Act").

               (2) The description of the Company's common stock contained in
the Company's Registration Statement on Form 8-A filed with the Commission
pursuant to Section 12 of the 1934 Act.

               (3) The description of the Company's Preferred Stock Purchase
Rights contained in the Company's Registration Statement on Form 8-A, as
amended, filed with the Commission pursuant to Section 12 of the 1934 Act.

               (4) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the 1934 Act since December 31, 2001.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents").

         Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.

Item 4.  Description of Securities.
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Section 145 of the Delaware General Corporation Law and the By-laws of
the Company provide for indemnification of directors and officers for expenses
(including reasonable amounts paid in settlement) incurred in defending actions
brought against them.

         The Company's Restated Certificate of Incorporation contains a
provision that eliminates, to the fullest extent permitted by Delaware law, the
personal liability of each director of the Company to the Company and its
shareholders for monetary damages for certain breaches of fiduciary duty. This
provision does not affect the director's liability for monetary damages for
breaches of the duty of loyalty, actions or omissions not in good faith, knowing
violation of law or intentional misconduct, willful or negligent conduct in
approving an unlawful dividend, stock repurchase or redemption or obtaining
improper personal benefits, nor does this provision eliminate the ability to
bring suit to rescind a transaction or to enjoin a proposed transaction from
occurring. In addition, this provision applies only to claims against a director
arising out of his role as a director and not, if he is also an officer, his
role as an officer or in any other capacity, nor to his responsibilities under
any other law, such as the federal securities laws.

                                      -1-

<PAGE>

         The By-laws of the Company provide that directors and officers shall be
indemnified and held harmless by the Company to the fullest extent permitted by
the laws of Delaware as the same now or hereafter exist.

         The Company maintains directors and officers liability insurance
covering all directors and officers of the Company against claims arising out of
the performance of their duties.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

         Reference is made to the Exhibit Index.

Item 9.  Undertakings.
         ------------

(a)      The undersigned registrant hereby undertakes:


         (1)  To file, during any period in which offers or sales are being
              made, a post-effective amendment to this registration statement to
              include any material information with respect to the plan of
              distribution not previously disclosed in the registration
              statement or any material change to such information in the
              registration statement.

         (2)  That, for the purpose of determining any liability under the
              Securities Act, each such post-effective amendment shall be
              deemed to be a new registration statement relating to the
              securities offered therein, and the offering of such securities at
              that time shall be deemed to be the initial bona fide offering
              thereof.

         (3)  To remove from registration by means of a post-effective
              amendment any of the securities being registered which remain
              unsold at the termination of the offering.

(b)      The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the 1934 Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      -2-

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newton, State of Iowa, on the 14th day of May,
2002.

                                            MAYTAG CORPORATION

                                            By: /s/  Ralph F. Hake
                                            ------------------------------------
                                            Ralph F. Hake
                                            Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Maytag Corporation,
hereby severally constitute Roger K. Scholten, Senior and Patricia J. Martin,
and each of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names in the capacities
indicated below, the Registration Statement on Form S-8 filed herewith and any
and all amendments (including post-effective amendments) to said Registration
Statement, and generally to do all such things in our name and on behalf in the
capacities indicated below to enable Maytag Corporation to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 14th day of May, 2002.

<TABLE>
<CAPTION>
            Signature                               Title
            ---------                               -----
<S>                                    <C>
/s/ Ralph F. Hake                      Chairman, Chief Executive Officer, and Director
----------------------------------     (Principal Executive Officer)
Ralph F. Hake

/s/ Steven H. Wood                     Executive Vice President & Chief Financial Officer
----------------------------------     (Principal Financial and Accounting Officer)
Steven H. Wood

/s/ Barbara R. Allen                   Director
----------------------------------
Barbara R. Allen

/s/ Howard L. Clark, Jr.               Director
----------------------------------
Howard L. Clark, Jr.

/s/ Lester Crown                       Director
----------------------------------
Lester Crown

/s/ Wayland R. Hicks                   Director
----------------------------------
Wayland R. Hicks

/s/ William T. Kerr                    Director
----------------------------------
William T. Kerr

/s/ Bernard G. Rethore                 Director
----------------------------------
Bernard G. Rethore
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
            Signature                               Title
            ---------                               -----
<S>                                    <C>
/s/ W. Ann Reynolds                    Director
-----------------------------------
W. Ann Reynolds

/s/ Neele E. Stearns, Jr.              Director
-----------------------------------
Neele E. Stearns, Jr.

/s/ Fred G. Steingraber                Director
-----------------------------------
Fred G. Steingraber
</TABLE>

<PAGE>


                                  EXHIBIT INDEX

Exhibit No.                            Description
-----------                            -----------
   4.1         Restated Certificate of Incorporation of Registrant, filed as
               Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for
               the year ended December 31, 1993 (File No. 001-00655), is
               incorporated herein by reference.

   4.2         Certificate of Designations of Series A Junior Participating
               Preferred Stock of Registrant, filed as Exhibit 3(b) to the
               Registrant's Annual Report on Form 10-K for the year ended
               December 31, 1988 (File No. 001-00655), is incorporated herein by
               reference.

   4.3         Certificate of Increase of Authorized Number of Shares of
               Series A Junior Participating Preferred Stock of Registrant,
               filed as Exhibit 3(c) to the Registrant's Annual Report on Form
               10-K for the year ended December 31, 1988 (File No. 001-00655),
               is incorporated herein by reference.

   4.4         Certificate of Amendment to Certificate of Designations of Series
               A Junior Participating Preferred Stock of Registrant, filed as
               Exhibit 3(d) to the Registrant's Annual Report on Form 10-K for
               the year ended December 31, 1997 (File No. 001-00655), is
               incoporated herein by reference.

   4.5         By-Laws of Registrant, as amended through February 10, 2000,
               filed as Exhibit 3 to the Registrant's Quarterly Report on Form
               10-Q for the period ended March 31, 2000 (File No. 001-00655) is
               incorporated herein by reference.

   4.6         Rights Agreement dated as of February 12, 1998 between Registrant
               and Harris Trust and Savings Bank, as Rights Agent, filed as
               Exhibit 1 to the Registrant's Registration Statement on Form 8-A
               dated February 13, 1998 (File No. 001-00655), is incorporated
               herein by reference.

   4.7         Letter to Shareholders dated February 12, 1998 relating to the
               adoption of a shareholders rights plan with attachments, filed as
               Exhibit 1 to the Registrant's Current Report on Form 8-K dated
               February 12, 1998 (File No. 001-00655), is incorporated herein by
               reference.

   4.8         Maytag Corporation 2002 Employee and Director Stock Incentive
               Plan, filed as Appendix A to the Proxy Statement Pursuant to
               Section 14(a) of the 1934 Act (File No. 001-00655), is
               incorporated herein by reference.

   *5          Opinion of Sidley Austin Brown & Wood.

   *23.1       Consent of Independent Auditors.

   *23.2       Consent of Sidley Austin Brown & Wood (included in opinion filed
               as Exhibit 5).

   *24         Powers of Attorney (contained in the Signatures page to this
               Registration Statement).

---------------------------------
         *  Filed herewith
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17532}]
{"company-data": {"conformed-name": "MAYTAG CORP", "cik": "0000063541", "assigned-sic": "3630", "irs-number": "420401785", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-88186", "film-number": "02645906"}, "business-address": {"street1": "403 W 4TH ST N", "city": "NEWTON", "state": "IA", "zip": "50208", "phone": "6417927000"}, "mail-address": {"street1": "403 W. 4TH STREET NW", "city": "NEWTON", "state": "IA", "zip": "50208"}, "former-company": {"former-conformed-name": "MAYTAG CO", "date-changed": "19870602"}}
As filed with the Securities and Exchange Commission on May 14, 2002

                                                  Registration No. 333-_________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT

                        UNDER THE SECURITIES ACT OF 1933
                          -----------------------------

                               MAYTAG CORPORATION

             (Exact Name of Registrant as Specified in its Charter)

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

            Delaware                                    42-0401785
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      Identification No.)

                          403 West Fourth Street North
                               Newton, Iowa 50208
                    (Address of Principal Executive Offices)

       Maytag Corporation 2002 Employee and Director Stock Incentive Plan
                            (Full Title of the Plans)

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

         Roger K. Scholten, Senior - Vice President and General Counsel
                               Maytag Corporation
                          403 West Fourth Street North
                               Newton, Iowa 50208
                                 (641) 787-7040
 (Name, address and telephone number, including area code, of agent for service)

                                   Copies to:
                  Gary D. Gerstman, Sidley Austin Brown & Wood
        10 South Dearborn Street, Chicago, Illinois 60603, (312) 853-2060

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------
     Title Of Securities        Amount To Be           Proposed Maximum      Proposed Maximum      Amount Of
      To Be Registered           Registered           Offering Price Per    Aggregate Offering    Registration
                                                             Share                Price               Fee
---------------------------------------------------------------------------------------------------------------
Common Stock,                 3,300,000 shares (1)       $ 44.865 (2)         $ 148,054,500 (2)     $ 13,621
par value $1.25, including
Preferred Stock Purchase
Rights (3)
----------------------------------------------------------------------------------------------------------------
(1)  An undetermined number of additional shares may be issued if the
     anti-dilution adjustment provisions of the plans becomes operative.

(2)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(c) and (h) under the Securities Act of 1933 on the
     basis of the average of the high and low prices of the Common Stock as
     reported on the New York Stock Exchange on May 13, 2002.

(3)  Prior to the occurrence of certain events, the Preferred Stock Purchase
     Rights will not be evidenced separately from the Common Stock.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following documents are incorporated by reference herein:

               (1) The Annual Report of Maytag Corporation (the "Company") on
Form 10-K for the fiscal year ended December 31, 2001 which has heretofore been
filed with the Securities and Exchange Commission (the "Commission") pursuant to
the Securities Exchange Act of 1934, as amended (the "1934 Act").

               (2) The description of the Company's common stock contained in
the Company's Registration Statement on Form 8-A filed with the Commission
pursuant to Section 12 of the 1934 Act.

               (3) The description of the Company's Preferred Stock Purchase
Rights contained in the Company's Registration Statement on Form 8-A, as
amended, filed with the Commission pursuant to Section 12 of the 1934 Act.

               (4) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the 1934 Act since December 31, 2001.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents").

         Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.

Item 4.  Description of Securities.
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         Section 145 of the Delaware General Corporation Law and the By-laws of
the Company provide for indemnification of directors and officers for expenses
(including reasonable amounts paid in settlement) incurred in defending actions
brought against them.

         The Company's Restated Certificate of Incorporation contains a
provision that eliminates, to the fullest extent permitted by Delaware law, the
personal liability of each director of the Company to the Company and its
shareholders for monetary damages for certain breaches of fiduciary duty. This
provision does not affect the director's liability for monetary damages for
breaches of the duty of loyalty, actions or omissions not in good faith, knowing
violation of law or intentional misconduct, willful or negligent conduct in
approving an unlawful dividend, stock repurchase or redemption or obtaining
improper personal benefits, nor does this provision eliminate the ability to
bring suit to rescind a transaction or to enjoin a proposed transaction from
occurring. In addition, this provision applies only to claims against a director
arising out of his role as a director and not, if he is also an officer, his
role as an officer or in any other capacity, nor to his responsibilities under
any other law, such as the federal securities laws.

                                      -1-
The By-laws of the Company provide that directors and officers shall be
indemnified and held harmless by the Company to the fullest extent permitted by
the laws of Delaware as the same now or hereafter exist.

         The Company maintains directors and officers liability insurance
covering all directors and officers of the Company against claims arising out of
the performance of their duties.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

         Reference is made to the Exhibit Index.

Item 9.  Undertakings.
         ------------

(a)      The undersigned registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
              made, a post-effective amendment to this registration statement to
              include any material information with respect to the plan of
              distribution not previously disclosed in the registration
              statement or any material change to such information in the
              registration statement.

         (2)  That, for the purpose of determining any liability under the
              Securities Act, each such post-effective amendment shall be
              deemed to be a new registration statement relating to the
              securities offered therein, and the offering of such securities at
              that time shall be deemed to be the initial bona fide offering
              thereof.

         (3)  To remove from registration by means of a post-effective
              amendment any of the securities being registered which remain
              unsold at the termination of the offering.

(b)      The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the 1934 Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      -2-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newton, State of Iowa, on the 14th day of May,
2002.

                                            MAYTAG CORPORATION

                                            By: /s/  Ralph F. Hake
                                            ------------------------------------
                                            Ralph F. Hake
                                            Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Maytag Corporation,
hereby severally constitute Roger K. Scholten, Senior and Patricia J. Martin,
and each of them singly, our true and lawful attorneys with full power to them,
and each of them singly, to sign for us and in our names in the capacities
indicated below, the Registration Statement on Form S-8 filed herewith and any
and all amendments (including post-effective amendments) to said Registration
Statement, and generally to do all such things in our name and on behalf in the
capacities indicated below to enable Maytag Corporation to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 14th day of May, 2002.
Signature                               Title
            ---------                               -----
/s/ Ralph F. Hake                      Chairman, Chief Executive Officer, and Director
----------------------------------     (Principal Executive Officer)
Ralph F. Hake

/s/ Steven H. Wood                     Executive Vice President & Chief Financial Officer
----------------------------------     (Principal Financial and Accounting Officer)
Steven H. Wood

/s/ Barbara R. Allen                   Director
----------------------------------
Barbara R. Allen

/s/ Howard L. Clark, Jr.               Director
----------------------------------
Howard L. Clark, Jr.

/s/ Lester Crown                       Director
----------------------------------
Lester Crown

/s/ Wayland R. Hicks                   Director
----------------------------------
Wayland R. Hicks

/s/ William T. Kerr                    Director
----------------------------------
William T. Kerr

/s/ Bernard G. Rethore                 Director
----------------------------------
Bernard G. Rethore
Signature                               Title
            ---------                               -----
/s/ W. Ann Reynolds                    Director
-----------------------------------
W. Ann Reynolds

/s/ Neele E. Stearns, Jr.              Director
-----------------------------------
Neele E. Stearns, Jr.

/s/ Fred G. Steingraber                Director
-----------------------------------
Fred G. Steingraber
EXHIBIT INDEX

Exhibit No.                            Description
-----------                            -----------
   4.1         Restated Certificate of Incorporation of Registrant, filed as
               Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for
               the year ended December 31, 1993 (File No. 001-00655), is
               incorporated herein by reference.

   4.2         Certificate of Designations of Series A Junior Participating
               Preferred Stock of Registrant, filed as Exhibit 3(b) to the
               Registrant's Annual Report on Form 10-K for the year ended
               December 31, 1988 (File No. 001-00655), is incorporated herein by
               reference.

   4.3         Certificate of Increase of Authorized Number of Shares of
               Series A Junior Participating Preferred Stock of Registrant,
               filed as Exhibit 3(c) to the Registrant's Annual Report on Form
               10-K for the year ended December 31, 1988 (File No. 001-00655),
               is incorporated herein by reference.

   4.4         Certificate of Amendment to Certificate of Designations of Series
               A Junior Participating Preferred Stock of Registrant, filed as
               Exhibit 3(d) to the Registrant's Annual Report on Form 10-K for
               the year ended December 31, 1997 (File No. 001-00655), is
               incoporated herein by reference.

   4.5         By-Laws of Registrant, as amended through February 10, 2000,
               filed as Exhibit 3 to the Registrant's Quarterly Report on Form
               10-Q for the period ended March 31, 2000 (File No. 001-00655) is
               incorporated herein by reference.

   4.6         Rights Agreement dated as of February 12, 1998 between Registrant
               and Harris Trust and Savings Bank, as Rights Agent, filed as
               Exhibit 1 to the Registrant's Registration Statement on Form 8-A
               dated February 13, 1998 (File No. 001-00655), is incorporated
               herein by reference.

   4.7         Letter to Shareholders dated February 12, 1998 relating to the
               adoption of a shareholders rights plan with attachments, filed as
               Exhibit 1 to the Registrant's Current Report on Form 8-K dated
               February 12, 1998 (File No. 001-00655), is incorporated herein by
               reference.

   4.8         Maytag Corporation 2002 Employee and Director Stock Incentive
               Plan, filed as Appendix A to the Proxy Statement Pursuant to
               Section 14(a) of the 1934 Act (File No. 001-00655), is
               incorporated herein by reference.

   *5          Opinion of Sidley Austin Brown & Wood.

   *23.1       Consent of Independent Auditors.

   *23.2       Consent of Sidley Austin Brown & Wood (included in opinion filed
               as Exhibit 5).

   *24         Powers of Attorney (contained in the Signatures page to this
               Registration Statement).

---------------------------------
         *  Filed herewith