EMERSON ELECTRIC CO — Director's Dealing 2008

Aug 28, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EMERSON ELECTRIC CO (EMR)
CIK: 0000032604
Period of Report: 2008-08-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-08-26	Common Stock	M	30000	$32.0313	Acquired	811663	Direct
2008-08-26	Common Stock	F	2325	$46.49	Disposed	809338	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-08-26	Employee stock option (right to buy)	$32.0313	M	30000	Disposed	2009-10-04	Common Stock (30000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	110768	Indirect
Common Stock	3723	Indirect
Common Stock	3723	Indirect
Common Stock	6111.057	Indirect
Common Stock	15963.103	Indirect

Footnotes

F1: Exercise of 6,960 incentive stock options and 23,040 non-qualified stock options exempt under Rule 16b-3.

F2: Shares withheld for taxes exempt under Rule 16b-3 resulting from non-qualified stock option exercise.

F3: The options became exercisable in three annual installments beginning on the date indicated.

F4: Price is not applicable to stock options received as incentive compensation.