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EMERSON ELECTRIC CO Director's Dealing 2005

Dec 20, 2005

29929_dirs_2005-12-20_cbb60279-1066-4c89-a09a-bd98caa2aa7d.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EMERSON ELECTRIC CO (EMR)
CIK: 0000032604
Period of Report: 2005-12-16

Reporting Person: MONSER EDWARD L (Chief Operating Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2005-12-16 Common Stock M 6702 $44.75 Acquired 60712 Direct
2005-12-16 Common Stock F 3955 $75.825 Disposed 56757 Direct
2005-12-16 Common Stock M 2478 $44.75 Acquired 59235 Direct
2005-12-16 Common Stock F 1462 $75.825 Disposed 57773 Direct
2005-12-16 Common Stock F 431 $75.825 Disposed 57342 Direct
2005-12-16 Common Stock S 7000 $75.872 Disposed 50342 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2005-12-16 Employee Stock Option (right to buy) $44.75 M 6702 Disposed 2006-10-01 Common Stock (6702) Direct
2005-12-16 Employee Stock Option (right to buy) $44.75 M 2478 Disposed 2006-10-01 Common Stock (2478) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 329.448 Indirect
Common Stock 740.044 Indirect

Footnotes

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

F2: Payment of option exercise price by delivering securities; 3,955 shares delivered for exercise of incentive stock options.

F3: Exercise of non-qualified stock options exempt under Rule 16b-3.

F4: Payment of option exercise price by delivering securities; 1,462 shares delivered for exercise of non-qualified stock
options.

F5: Shares withheld for taxes exempt under Rule 16b-3.

F6: The Reporting Person gave a single order to his broker to sell 7,000 shares of Emerson Electric Co. common stock on December
16, 2005. In the discretion of the broker, the sale was effected in multiple transactions, at varying prices, on December
16, 2005, as follows: 1,400 shares at $75.88; 3,600 shares at $75.87; and 2,000 shares at $75.87. The average sale price for
these transactions was $75.872.

F7: The options became exercisable in three annual installments beginning on 10/1/1997.