EMERSON ELECTRIC CO — Director's Dealing 2002

Nov 6, 2002

4 1 form4_110602.htm FORM 4 - W. WITHERS Form 4 - W. Wayne Withers

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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 OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response. . . .0.5

1. Name and Address of Reporting Person* Withers W. Wayne	2. Issuer Name and Ticker or Trading Symbol Emerson Electric Co. — EMR		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Sr. V.P., Secretary and General Counsel
(Last) (First) (Middle) c/o Emerson Electric Co. 8000 West Florissant	3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)	4. Statement for Month/Day/Year 11/6/02
(Street) St. Louis MO 63136		5. If Amendment, Date of Original (Month/Year)	7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person
(City) (State) (Zip)	Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction Date (Month/ Day/ Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			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	11/4/02	A		10,000 (1)	A	84,917	D
						1,165	I	401(k) excess plan

Reminder: Report on a separate line for each class of securities beneficially opwned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Persons who respond to the collection of information contained in this form are not required to respod unless the form displays a currently valid OMB control number. (Over) SEC 1474 (9-02)

Form 4 (continued) Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3) — Code	V	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) — (A)	(D)	6. Date Exercisable and Expiration Date (Month/Day/ Year) — Date Exerci- sable	Expira- tion Date	7. Title and Amount of Underlying Securities (Instr. 3 and 4) — Title	Amount or Number of Shares

Explanation of Responses: (1) Grant of restricted stock under shareholder approved benefit plan pursuant to Rule 16b–3(d).

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	/s/ Harley M. Smith — Harley M. Smith, Attorney-in-Fact for W. Wayne Withers	11/6/02 — Date
		** Signature of Reporting Person
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.			Page 2