EMERSON ELECTRIC CO - Director's Dealing 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EMERSON ELECTRIC CO (EMR)
CIK: 0000032604
Period of Report: 2005-11-21

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

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
1997-12-02	Common Stock	G	88	—	Disposed	45811	Direct
2002-11-07	Common Stock	G	230	—	Disposed	45581	Direct
2004-09-14	Common Stock	G	230	—	Disposed	45406	Direct
2005-11-21	Common Stock	F	4245	$72.44	Disposed	41161	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: This figure has been adjusted to reflect the fact that this transaction was a gift for 88 shares, not 112 shares as was
originally reported.

F4: Shares withheld for taxes pursuant to Rule 16b-3 upon vesting of previously-reported stock grant under shareholder-approved
benefit plan.

F5: Fair market value on date of vesting described in Note 4.