EMERSON ELECTRIC CO — Director's Dealing 2011

Oct 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EMERSON ELECTRIC CO (EMR)
CIK: 0000032604
Period of Report: 2011-09-30

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-30	Common Stock	M	76800	—	Acquired	475717	Direct
2011-09-30	Common Stock	F	32602	$42.285	Disposed	443115	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-30	Restricted Stock Units	$	M	76800	Disposed		Common Stock (76800)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	154000	Indirect
Common Stock	35000	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: Vesting of 76,800 restricted stock units exempt pursuant to Rule 16b-3. The restricted stock units were acquired upon payout of 40% (76,800 units) of the earned performance share award under a shareholder-approved benefit plan. The payout was based on the level of achievement of financial targets for the performance period ended September 30, 2010. The restricted stock units were subject to a one-year vesting period. The payout of the other 60% was previously reported.

F2: Price is not applicable to the acquisition or vesting of the restricted stock units described in Note 1 or to the acquisition of Issuer common stock upon such vesting.

F3: Shares withheld for required minimum taxes upon vesting of restricted stock units described in Note 1 exempt pursuant to Rule 16b-3.

F4: Fair market value on date of the vesting described in Note 1.

F5: 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.

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 5 for more information regarding The Galvin Family Trust.

F7: The Reporting Person disclaims beneficial ownership.

F8: Each restricted stock unit represented a contingent right to receive one share of the Issuer's common stock.