EMERSON ELECTRIC CO — Director's Dealing 2011

Dec 27, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EMERSON ELECTRIC CO (EMR)
CIK: 0000032604
Period of Report: 2011-12-01

Reporting Person: GALVIN WALTER J (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-01	Common Stock	G	17438	—	Disposed	0	Indirect
2011-12-01	Common Stock	G	17438	—	Acquired	241466	Direct
2011-12-01	Common Stock	G	3226	—	Disposed	0	Indirect
2011-12-01	Common Stock	G	3226	—	Disposed	0	Indirect
2011-12-27	Common Stock	J	185127	—	Disposed	19204	Indirect
2011-12-27	Common Stock	J	185127	—	Acquired	185127	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	56660	Indirect
Common Stock	154000	Indirect
Common Stock	11931.831	Indirect

Footnotes

F1: Transfer pursuant to Rule 16b-5 from the Reporting Person's 401(k) plan account to the Reporting Person, including shares acquired since the Reporting Person's most recent Form 4.

F2: Price is not applicable to this transaction.

F3: Transfer pursuant to Rule 16b-5 from a trust for the benefit of the Reporting Person's child to the Reporting Person's child.

F4: Contribution for estate planning purposes from the Reporting Person's spouse to JGM Investors II, LP pursuant to Rule 16a-13 and Rule 16b-5 in exchange for the interest in JGM Investors II, LP described in Note 5.

F5: JGM Investors II, LP is a limited partnership of which the Reporting Person's spouse has a 99.7% limited partnership interest and the Reporting Person's children each have a 0.10% general partnership interest. The Reporting Person disclaims beneficial ownership in the interests in JGM Investors II, LP that are beneficially owned by his children.

F6: The Reporting Person disclaims beneficial ownership in the shares held by The Galvin Family Trust that are beneficially owned by his children. See Note 7 for more information regarding The Galvin Family Trust.

F7: JGM Investors, LP is a limited partnership of which The Galvin Family Trust and the Reporting Person's spouse are the general partners. The Galvin Family Trust is the controlling general partner of JGM Investors, LP. The Reporting Person's children are the trustees of The Galvin Family Trust and the Reporting Person's spouse and children are the beneficiaries. The Galvin Family Trust has a 99.9% limited partnership interest in JGM Investors, LP. The Reporting Person disclaims beneficial ownership in the shares held by JGM Investors, LP that are beneficially owned by his children.