EMERSON ELECTRIC CO — Director's Dealing 2011

Nov 9, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EMERSON ELECTRIC CO (EMR)
CIK: 0000032604
Period of Report: 2011-11-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-07	Common Stock	M	174288	$26.415	Acquired	1716882	Direct
2011-11-07	Common Stock	F	90751	$50.73	Disposed	1626131	Direct
2011-11-07	Common Stock	F	35462	$50.73	Disposed	1590669	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-07	Emplopyee stock option (right to buy)	$26.415	M	174288	Disposed	2012-01-16	Common Stock (174288)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	135768	Indirect
Common Stock	3723	Indirect
Common Stock	3723	Indirect
Common Stock	7233.823	Indirect
Common Stock	24023.762	Indirect

Footnotes

F1: Exercise of 174,288 non-qualified stock options exempt under Rule 16b-3.

F2: Payment of option exercise price by delivering securities.

F3: Shares withheld for taxes exempt under Rule 16b-3 resulting from non-qualified stock option exercise.

F4: When taken together with previously exercised options having the same grant date, exercise price and expiration date, all such options together vested in three equal annual installments beginning on the date indicated.

F5: Price is not applicable to stock options awarded as incentive compensation.