EMERSON ELECTRIC CO — Director's Dealing 2005

Dec 6, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EMERSON ELECTRIC CO (EMR)
CIK: 0000032604
Period of Report: 2005-12-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-12-01	Common Stock	S	23000	$76.857	Disposed	18209	Direct
2005-12-02	Common Stock	M	27649	$42.5625	Acquired	45858	Direct
2005-12-02	Common Stock	F	5258	$77.110	Disposed	40600	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-12-02	Employee Stock Option (right to buy)	$42.5625	M	27649	Disposed	2010-03-06	Common Stock (27649)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	203.488	Indirect
Common Stock	2165.238	Indirect

Footnotes

F1: The Reporting Person gave a single order to his broker to sell 23,000 shares of Emerson Electric Co. common stock on December
1, 2005. In the discretion of the broker, the sale was effected in multiple transactions, at varying prices, on December 1,
2005, as follows: 5,100 shares at $76.88; 600 at $76.87; 6,900 at $76.86; 2,600 at $76.85; and 7,800 at $76.84. The average
sale price for these transactions was $76.857 per share.

F2: Exercise of non-qualified stock options exempt under Rule 16b-3.

F3: Shares withheld for taxes exempt under Rule 16b-3.

F4: The options became exercisable in three annual installments beginning on 3/6/2001.