Edgar Filing: FARR DAVID N

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

FARR DAVID N

2. Issuer Name and Ticker or Trading Symbol
EMERSON ELECTRIC CO [EMR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman of Board, CEO & Pres.

(Last)

(First)

(Middle)

C/O EMERSON ELECTRIC CO., 8000 W. FLORISSANT

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2006

(Street)

ST. LOUIS, MO 63136

4. If Amendment, Date Original Filed(Month/Day/Year)
12/22/2006

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/19/2006		G⁽¹⁾	V	985 ⁽¹⁾	D	⁽²⁾	704,623 ⁽³⁾	D
Common Stock	12/19/2006		G⁽¹⁾	V	985 ⁽¹⁾	D	⁽²⁾	703,638 ⁽³⁾	D
Common Stock	12/19/2006		G⁽⁴⁾	V	2,972 ⁽⁴⁾	D	⁽²⁾	700,666 ⁽³⁾	D
Common Stock	12/19/2006		G⁽⁵⁾	V	5,390 ⁽⁵⁾	D	⁽²⁾	695,276 ⁽³⁾	D
Common Stock	12/19/2006		G⁽¹⁾	V	985 ⁽¹⁾	A	⁽²⁾	3,723 ⁽³⁾	I	Trust-Daughter
Common Stock	12/19/2006		G⁽¹⁾	V	985 ⁽¹⁾	A	⁽²⁾	3,723 ⁽³⁾	I	Trust-Son
Common Stock	12/19/2006		G⁽⁴⁾	V	2,972 ⁽⁴⁾	A	⁽²⁾	87,748 ⁽³⁾	I	Spouse
Common Stock								5,643.274 ⁽³⁾	I	401(k) pan
Common Stock								12,025.728 ⁽³⁾	I	401(k) excess plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FARR DAVID N C/O EMERSON ELECTRIC CO. 8000 W. FLORISSANT ST. LOUIS, MO 63136	X		Chairman of Board, CEO & Pres.

Signatures

/s/ Timothy G. Westman, Attorney-in-Fact for David N. Farr		12/28/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Bona fide gift by the Reporting Person of 985 shares each to the respective trust accounts of the Reporting Person's son and daughter.
(2)	Price is not applicable to acqusitions or dispositions resulting from bona fide gifts.
(3)	Balance reflects the effect of a 2-for-1 stock split effected in the form of a 100 percent stock dividend which was paid on December 11, 2006. This amendment is being filed solely to correct the balances reported in the Form 4 filed on December 22, 2006 which incorrectly did not reflect the effect of the stock split in the balances reported.
(4)	Bona fide gift by the Reporting Person of 2,972 shares to the Reporting Person's spouse.
(5)	Bona fide gift by the Reporting Person of 5,390 shares to the Emerson Directors' and Officers' Charitable Trust.

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