EMERSON ELECTRIC CO — Director's Dealing 2012

Feb 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EMERSON ELECTRIC CO (EMR)
CIK: 0000032604
Period of Report: 2012-02-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-27	Common Stock	M	11066	$31.6275	Acquired	1601735	Direct
2012-02-27	Common Stock	F	195	$50.865	Disposed	1601540	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-27	Emplopyee stock option (right to buy)	$31.6275	M	11066	Disposed	2014-10-05	Common Stock (11066)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	135768	Indirect
Common Stock	3723	Indirect
Common Stock	3723	Indirect
Common Stock	7452.216	Indirect
Common Stock	25533.625	Indirect

Footnotes

F1: Exercise of 9,480 incentive stock options and 1,586 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 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 received as incentive compensation.