EMERSON ELECTRIC CO — Director's Dealing 2011

Oct 6, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EMERSON ELECTRIC CO (EMR)
CIK: 0000032604
Period of Report: 2011-10-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-04	Common Stock	F	21225	$40.865	Disposed	421890	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	35000	Indirect
Common Stock	154000	Indirect
Common Stock	19204	Indirect
Common Stock	3226	Indirect
Common Stock	3226	Indirect
Common Stock	17141.227	Indirect
Common Stock	11741.064	Indirect

Footnotes

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

F2: 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.

F3: 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.

F4: The Reporting Person disclaims beneficial ownership.