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: GALVIN WALTER J (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-07	Common Stock	F	12735	$50.73	Disposed	409155	Direct
2011-11-07	Common Stock	M	21660	$26.415	Acquired	56660	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-07	Employee Stock Option (right to buy)	$26.415	M	21660	Disposed	2012-01-16	Common Stock (21660)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	154000	Indirect
Common Stock	19204	Indirect
Common Stock	3226	Indirect
Common Stock	3226	Indirect
Common Stock	17277.455	Indirect
Common Stock	11931.831	Indirect

Footnotes

F1: Shares withheld for required minimum taxes upon vesting of previously-reported stock grant under shareholder approved benefit plan exempt pursuant to Rule 16b-3.

F2: Exercise of 21,660 non-qualified stock options exempt under Rule 16b-3.

F3: The Reporting Person disclaims beneficial ownership in the shares held by The Galvin Family Trust that are beneficially owned by his children. See Note 3 for more information regarding The Galvin Family Trust.

F4: 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.

F5: The Reporting Person disclaims beneficial ownership.

F6: 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.

F7: Price is not applicable to stock options received as incentive compensation.