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: FARR DAVID N (Director, Chairman of the Board and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-10-05	Common Stock	A	50000	—	Acquired	300596	Direct

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	125000	Acquired	2014-10-05	Common Stock (125000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	31878	Indirect
Common Stock	884	Indirect
Common Stock	884	Indirect
Common Stock	2530	Indirect
Common Stock	3790	Indirect

Footnotes

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

F2: Price is not applicable to acquisitions resulting from grants of restricted stock.

F3: Grant of stock options under shareholder approved benefit plan pursuant to Rule 16b-3(d).

F4: The options vest in three equal annual installments beginning October 5, 2005.

F5: Price is not applicable to acquisitions resulting from grants of stock options.