EMERSON ELECTRIC CO - Director's Dealing 2005

SEC Form 4/A — Form 4/A

Issuer: EMERSON ELECTRIC CO (EMR)
CIK: 0000032604
Period of Report: 2002-11-07

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

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
1997-12-02	Common Stock	G	88	—	Disposed	45859	Direct
2002-11-07	Common Stock	G	230	—	Disposed	45629	Direct
2004-09-14	Common Stock	G	175	—	Disposed	45454	Direct
2005-11-21	Common Stock	F	4245	$72.44	Disposed	41209	Direct

Security	Shares	Ownership
Common Stock	203.488	Indirect
Common Stock	2165.238	Indirect

F1: Bona fide gift by the Reporting Person to the United Way.

F2: Price is not applicable to acquisitions or dispositions resulting from bona fide gifts.

F3: Filing on October 18, 1999 amended to reflect that gift was for 88 shares, not 112 shares.

F4: The amount of securities beneficially owned following the reported transaction was incorrectly reported on November 23, 2005.

F5: The amount of securities transferred in the reported transaction was incorrectly reported on November 23, 2005.

F6: Shares withheld for taxes pursuant to Rule 16b-3 upon vesting of previously-reported stock grant under shareholder-approved
benefit plan.

F7: Fair market value on date of vesting described in Note 6.