EMERSON ELECTRIC CO — Director's Dealing 2006

Sep 28, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EMERSON ELECTRIC CO (EMR)
CIK: 0000032604
Period of Report: 2006-09-26

Reporting Person: FARR DAVID N (Director, Chairman of Board, CEO & Pres.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-09-26	Common Stock	M	6702	$44.75	Acquired	361018	Direct
2006-09-26	Common Stock	F	3701	$81.025	Disposed	357317	Direct
2006-09-26	Common Stock	M	10742	$44.75	Acquired	368059	Direct
2006-09-26	Common Stock	F	5932	$81.025	Disposed	362127	Direct
2006-09-26	Common Stock	F	1560	$81.025	Disposed	360567	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-09-26	Employee Stock Option (right to buy)	$44.75	M	6702	Disposed	2006-10-01	Common Stock (6702)	Direct
2006-09-26	Employee Stock Option (right to buy)	$44.75	M	10742	Disposed	2006-10-01	Common Stock (10742)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2806.230	Indirect
Common Stock	5895.080	Indirect
Common Stock	1369	Indirect
Common Stock	1369	Indirect
Common Stock	42388	Indirect

Footnotes

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

F2: Payment of option exercise price by delivering securities; 3,701 shares delivered for exercise of incentive stock options.

F3: Exercise of non-qualified stock options exempt under Rule 16b-3.

F4: Payment of option exercise price by delivering securities; 5,932 shares delivered for exercise of non-qualified stock
options.

F5: Shares withheld for taxes exempt under Rule 16b-3.

F6: The options became exercisable in three annual installments beginning October 1, 1997.