EMERSON ELECTRIC CO — Director's Dealing 2011

Aug 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EMERSON ELECTRIC CO (EMR)
CIK: 0000032604
Period of Report: 2011-08-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-04	Common Stock	M	35000	$26.415	Acquired	35000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-08-04	Employee Stock Option (right to buy)	$26.415	M	35000	Disposed	2012-01-16	Common Stock (35000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	398917	Direct
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: Exercise of 35,000 non-qualified stock options exempt under Rule 16b-3.

F2: The Reporting Person disclaims beneficial ownership in the shares and options 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.

F5: The exercised options vested as follows: 18,886 on 10/16/2002 and 16,114 on 10/16/2003. When taken together with the unexercised options reported in this Form 4 owned by the Galvin Family Trust and previously exercised options owned directly by the Reporting Person having the same grant date, exercise price and expiration date as the exercised options, all such options together vested in three equal annual installments beginning on 10/16/2002.

F6: Price is not applicable to stock options received as incentive compensation.