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: 2005-05-12

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

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-05-12	Common Stock	M	2351	$66.3200	Acquired	55255	Direct
2005-05-12	Common Stock	F	1508	$66.3200	Disposed	53747	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-05-12	Employee Stock Option (right to buy)	$66.32	M	2351	Disposed	2010-03-06	Common Stock (2351)	Direct

F1: Exercise of incentive stock options exempt under rule 16b-3.

F2: Payment of option exercise price by delivering securities; 1,508 shares delivered for exercise of incentive stock options.

F3: Other shares owned indirectly; 401(k) plan - 148; 401(k) excess plan - 1,839.

F4: The options vested in three annual installments beginning 3/6/01.