EMERSON ELECTRIC CO — Director's Dealing 2004

Oct 6, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EMERSON ELECTRIC CO (EMR)
CIK: 0000032604
Period of Report: 2004-10-05

Reporting Person: WITHERS W WAYNE (Sr. VP, Secy & Gen. Counsel)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-10-05	Employee Stock Option (right to buy)	$63.255	A	50000	Acquired	2014-10-05	Common Stock (50000)	Direct

Footnotes

F1: Grant of stock options under shareholder approved benefit plan pursuant to Rule 16b-3(d).

F2: The options vest in three equal annual installments beginning October 5, 2005.

F3: Price is not applicable to acquisitions resulting from grants of stock options.