EMERSON ELECTRIC CO — Director's Dealing 2011

May 12, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EMERSON ELECTRIC CO (EMR)
CIK: 0000032604
Period of Report: 2011-05-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-11	Common Stock	M	18928	$26.415	Acquired	1405037	Direct
2011-05-11	Common Stock	F	4163	$54.82	Disposed	1400874	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-11	Employee stock option (right to buy)	$26.415	M	18928	Disposed	2012-01-16	Common Stock (18928)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	135768	Indirect
Common Stock	3723	Indirect
Common Stock	3723	Indirect
Common Stock	7146.773	Indirect
Common Stock	23348.781	Indirect

Footnotes

F1: Exercise of 18,928 non-qualified stock options exempt under Rule 16b-3.

F2: Shares withheld for taxes exempt under Rule 16b-3 resulting from non-qualified stock option exercise.

F3: When taken together with previously exercised options and the unexercised options reported in this Form 4 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.

F4: Price is not applicable to stock options awarded as incentive compensation.