EMERSON ELECTRIC CO — Director's Dealing 2004

Feb 17, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EMERSON ELECTRIC CO (EMR)
CIK: 0000032604
Period of Report: 2004-02-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-12	Common Stock	M	15790	$44.75	Acquired	85437	Direct
2004-02-12	Common Stock	F	10929	$64.65	Disposed	74508	Direct
2004-02-12	Common Stock	F	1604	$64.65	Disposed	72904	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-12	Employee Stock Option (right to buy)	$44.75	M	15790	Disposed	2006-10-01	Common Stock (15790)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	98	Indirect
Common Stock	1705	Indirect

Footnotes

F1: Exercise of non-qualified stock options exempt under Rule 16b-3.

F2: Payment of option exercise price by delivering securities.

F3: Payment of tax liability resulting from non-qualified stock option exercise by withholding securities.

F4: The options became exercisable in three equal annual installments beginning October 1, 1997.

F5: Price is not applicable to options received as incentive compensation.