EMERSON ELECTRIC CO — Director's Dealing 2004

Feb 3, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: FARR DAVID N (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-02	Common Stock	F	6490	$63.50	Disposed	250596	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	31878	Indirect
Common Stock	884	Indirect
Common Stock	884	Indirect
Common Stock	2419	Indirect
Common Stock	3603	Indirect

Footnotes

F1: Shares withheld for taxes upon vesting of previously-reported stock grant under shareholder-approved benefit plan pursuant to Rule 16b-3.

F2: Average of high and low NYSE prices on date of the vesting described in Note 1.