UNITED STATES SECURITIES ~~ANE~~AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

March 15, 2004 (Date of ~~Report:~~earliest ~~January 26,~~event ~~2004~~reported)

THE DIAL CORPORATION

(Exact ~~Name~~name of Registrant as ~~Specified~~specified in its ~~Charter~~charter)

DELAWARE		51-0374887
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)
15501 NORTH DIAL BOULEVARD
SCOTTSDALE, ARIZONA		85260-1619
(Address of Principal Executive Offices)		(Zip Code)


Delaware (State of Incorporation)		51-0374887 (I.R.S. Employer Identification No.)

~~Registrant’s~~15501 ~~Telephone~~North ~~Number~~Dial Boulevard Scottsdale, ~~including~~Arizona ~~Area~~85260-1619 (Address ~~Code~~of ~~(480~~principal executive offices) ~~754-3425.~~

(480) 754-3425
(Registrant’s telephone number, including area code)

TABLE OF CONTENTS

	Item 7. Exhibits
	Item 5. Other Events and Required FD Disclosure
	Item 12. Results of Operations and Financial Condition.
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
SIGNATURE
SIGNATURES
Exhibit 99.1
INDEX TO EXHIBITS
Exhibit 99.2
EX-2.1
EX-10.1
EX-99.1

Item 7 5. ~~Exhibits~~ Other Events and Required FD Disclosure.

		(c)		Exhibits
				99.1 Press Release of the Company dated January 26, 2004.
				99.2 Press Release of the Company dated January 16, 2004.

On March 15, 2004, The Dial Corporation, a Delaware corporation (“Dial”), issued a press release announcing that Dial has entered into a Memorandum of Understanding (“MOU”) to settle all pending stockholder lawsuits relating to the Agreement and Plan of Merger, dated December 14, 2003, by and among Henkel KGaA, a Kommanditgesellschaft auf Aktien (a partnership limited by shares) organized under the laws of the Federal Republic of Germany, Henkel Merger Corporation, a Delaware corporation and a wholly-owned subsidiary of Henkel, and Dial (the “Merger Agreement”) and the transactions contemplated thereby.

~~Item~~Under the terms of the MOU, the Merger Agreement has been amended to reduce the termination fee payable by Dial under certain circumstances if the merger is not consummated from $110 12million to $85 million. ~~Results~~In addition, pursuant to earlier discussions with plaintiffs’ counsel, supplemental disclosures requested by plaintiffs’ counsel were included in Dial’s proxy statement, dated February 18, 2004, relating to the stockholders’ meeting scheduled for March 24, 2004 to consider and adopt the Merger Agreement. The settlement is subject to court approval and the consummation of ~~Operations~~the transactions contemplated by the Merger Agreement. A copy of the Amendment to the Merger Agreement, dated March 15, 2004, is attached hereto as Exhibit 2.1 and ~~Financial~~is ~~Condition~~incorporated herein by reference. A copy of the Memorandum of Understanding, dated March 15, 2004, is attached hereto as Exhibit 10.1 and is incorporated herein by reference. A copy of the press release, dated March 15, 2004, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

OnItem ~~January 26, 2004, Dial issued a press release relating to its financial results for the fourth quarter ended December 31, 2003 and full year 2003~~7. ~~A copy~~Financial ~~of the press release is attached as Exhibit 99.1. The Company is furnishing this 8-K pursuant to Item 12~~Statements, ~~“Results~~Pro ofForma ~~Operations~~Financial Information and ~~Financial Condition~~Exhibits.”

Dial previously announced in a press release dated January 16, 2004, that it will not host a conference call to discuss these reported financial results. A copy of the press release is attached as Exhibit 99.2.


Exhibit No.		Description
2.1		Amendment to Agreement and Plan of Merger, dated as of March 15, 2004, by and among Henkel KGaA, Henkel Merger Corporation and The Dial Corporation.

10.1		Memorandum of Understanding, dated March 15, 2004, by and among The Dial Corporation and certain of its stockholders.

99.1		Press release of The Dial Corporation, dated March 15, 2004.

~~SIGNATURE~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~the~~as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

The Dial Corporation January 26, 2004


		THE DIAL CORPORATION

Dated: March 15, 2004	By:	/s/ Conrad A. Conrad

		Name:	Conrad A. Conrad
		Title:	Executive Vice President
			and Chief Financial Officer

/s/Table Conradof A. Conrad Conrad A. Conrad Executive Vice President and Chief Financial Officer Contents

~~Table~~INDEX ofTO ~~Contents~~EXHIBITS

EXHIBIT INDEX


Exhibit No.		Description
2.1		Amendment to Agreement and Plan of Merger, dated as of March 15, 2004, by and among Henkel KGaA, Henkel Merger Corporation and The Dial Corporation.

10.1		Memorandum of Understanding, dated March 15, 2004, by and among The Dial Corporation and certain of its stockholders.

99.1		Press release of The Dial Corporation, dated March 15, 2004.

Exhibit
Number		Description
99.1		Press Release of the Company dated January 26, 2004.
99.2		Press Release of the Company dated January 16, 2004.

Table of Contents

Table of Contents

Table of Contents

/s/Table Conradof A. Conrad Conrad A. Conrad Executive Vice President and Chief Financial Officer Contents

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