EMERSON ELECTRIC CO — Director's Dealing 2005

Sep 28, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EMERSON ELECTRIC CO (EMR)
CIK: 0000032604
Period of Report: 2005-09-26

Reporting Person: GALVIN WALTER J (Director, Sr. Exec. VP-Finance & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-09-26	Common Stock	M	20380	$44.75	Acquired	75519	Indirect
2005-09-26	Common Stock	F	13064	$69.81	Disposed	62455	Indirect
2005-09-26	Common Stock	F	2374	$69.81	Disposed	60081	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-09-26	Employee Stock Option (right to buy)	$44.75	M	20380	Disposed	2006-10-01	Common Stock (20380)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	107631	Direct
Common Stock	4113	Indirect
Common Stock	4113	Indirect
Common Stock	4113	Indirect
Common Stock	6908.227	Indirect
Common Stock	2713.729	Indirect
Common Stock	23536	Indirect

Footnotes

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

F2: The Reporting Person's spouse is the controlling partner of the Walter J. Galvin Family Partnership, L.P.

F3: Payment of option exercise price by delivering securities; 13, 064 shares delivered for exercise of non-qualified stock
options.

F4: Payment of tax liability by delivering securities; 2,374 shares delivered for tax liability of non-qualifed stock options.

F5: The Reporting Person disclaims beneficial ownership.

F6: The options vested in three annual installments beginning on 10/1/1997.