EMERSON ELECTRIC CO — Director's Dealing 2005

Nov 3, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EMERSON ELECTRIC CO (EMR)
CIK: 0000032604
Period of Report: 2005-11-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-11-01	Common Stock	A	8874	—	Acquired	54454	Direct
2005-11-01	Common Stock	F	4374	$69.385	Disposed	50080	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	203.488	Indirect
Common Stock	2165.238	Indirect

Footnotes

F1: Acquisition of 8,874 shares pursuant to rule 16b-3 upon payout of a long-term incentive performance award under
shareholder-approved benefit plan.

F2: Price is not applicable to acquisition described in Note 1.

F3: Shares withheld for taxes pursuant to Rule 16b-3 upon vesting of previously-reported stock grant under shareholder-approved
benefit plan.

F4: Fair market value on date of the vesting described in Note 3.