EMERSON ELECTRIC CO — Director's Dealing 2006

Feb 17, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EMERSON ELECTRIC CO (EMR)
CIK: 0000032604
Period of Report: 2006-02-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-15	Common Stock	M	20000	$52.83	Acquired	60600	Direct
2006-02-15	Common Stock	F	2406	$83.76	Disposed	58194	Direct
2006-02-16	Common Stock	S	17594	$83.08	Disposed	40600	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-15	Employee Stock Option (Right to Buy)	$52.83	M	20000	Disposed	2012-01-16	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	204.666	Indirect
Common Stock	2400.833	Indirect

Footnotes

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

F2: Shares withheld for taxes exempt under Rule 16b-3.

F3: The options became exercisable in three annual installments beginning on 10/16/2002.

F4: The Reporting Person gave a single order to his broker to sell 17,594 shares of Emerson Electric Co. common stock on February
16, 2006. In the discretion of the broker, the sale was effected in multiple transactions, at varying prices, on February
16, 2006, as follows: 8,094 shares at $83.08; 8,200 shares at $83.08; and 1,300 shares at $83.13. The average sale price
for these transactions was $83.08 per share.