Edgar Filing: EMERSON ELECTRIC CO

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 ^*

GALVIN WALTER J

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)
Sr. Exec. VP & CFO

(Last)

(First)

(Middle)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2007

(Street)

ST. LOUIS, MO 63136

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

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	09/19/2007		M⁽¹⁾		33,330 ⁽¹⁾	A	$ 21.2813	73,492	I	W.J. Galvin Family Partnership ⁽²⁾
Common Stock	09/19/2007		F⁽³⁾		13,912 ⁽³⁾	D	$ 50.985	59,580	I	W.J. Galvin Family Partnership ⁽²⁾
Common Stock	09/19/2007		F⁽⁴⁾		8,242 ⁽⁴⁾	D	$ 50.985	51,338	I	W.J. Galvin Family Partnership ⁽²⁾
Common Stock	09/19/2007		M⁽¹⁾		40,426 ⁽¹⁾	A	$ 32.0313	91,764	I	W.J. Galvin Family Partnership ⁽²⁾
Common Stock	09/19/2007		F⁽³⁾		25,397 ⁽³⁾	D	$ 50.985	66,367	I	W.J. Galvin Family Partnership ⁽²⁾
Common Stock	09/19/2007		F⁽⁴⁾		6,379 ⁽⁴⁾	D	$ 50.985	59,988	I	W.J. Galvin Family Partnership ⁽²⁾
Common Stock								204,762	D
Common Stock								77,052	I	Spouse
Common Stock								3,226	I	Trust-Daughter Megan ⁽⁵⁾
Common Stock								3,226	I	Trust-Son Greg ⁽⁵⁾
Common Stock								3,226	I	Trust-Son Jeff ⁽⁵⁾
Common Stock								14,749.998	I	401(k) plan
Common Stock								7,241.164	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

Employee Stock Option (right to buy)

$ 21.2813 ⁽⁶⁾

09/19/2007

M⁽¹⁾

33,330 ⁽⁶⁾

10/06/2001⁽⁷⁾

03/06/2010

Common Stock

33,330 ⁽⁶⁾

⁽⁸⁾

W.J. Galvin Family Partnership ⁽²⁾

Employee Stock Option (right to buy)

$ 21.2813 ⁽⁶⁾

10/06/2001⁽⁹⁾

03/06/2010

Common Stock

66,670 ⁽⁶⁾

Employee Stock Option (right to buy)

$ 32.0313 ⁽⁶⁾

09/19/2007

M⁽¹⁾

40,426 ⁽⁶⁾

10/04/2000⁽¹⁰⁾

10/04/2009

Common Stock

40,426 ⁽⁶⁾

⁽⁸⁾

W.J. Galvin Family Partnership ⁽²⁾

Employee Stock Option (right to buy)

$ 32.0313 ⁽⁶⁾

10/04/2000⁽¹¹⁾

10/04/2009

Common Stock

29,574 ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GALVIN WALTER J C/O EMERSON ELECTRIC CO. 8000 W. FLORISSANT AVE. ST. LOUIS, MO 63136	X		Sr. Exec. VP & CFO

Signatures

/s/ Timothy G. Westman, Attorney-in-fact for Walter J. Galvin		09/21/2007
^**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)	Exercise of non-qualified stock options exempt under Rule 16b-3.
(2)	The Reporting Person's spouse is the controlling partner of the W.J. Galvin Family Partnership.
(3)	Payment of option exercise price by delivering securities.
(4)	Shares withheld for taxes exempt under Rule 16b-3.
(5)	The Reporting Person disclaims beneficial ownership.
(6)	Share, option and dollar amounts reflect the effect of a 2-for-1 stock split effected in the form of a 100% stock dividend which was paid on December 11, 2006.
(7)	Options vested on 10/6/2001. When taken together with other options as reported on this Form 4 having the same grant date, exercise price and expiration date, but owned directly by the Reporting Person, all such options together vested in three equal annual installments beginning on 10/6/2001.
(8)	Price is not applicable to stock options received as incentive compensation.
(9)	Options vested as follows: 2 shares on 10/6/2001; 33,334 shares on 10/6/2002; and 33,334 shares on 10/6/2003. When taken together with other options as reported on this Form 4 having the same grant date, exercise price and expiration date, but owned indirectly by the W.J. Galvin Family Partnership, all such options together vested in three equal annual installments beginning on 10/6/2001.
(10)	Options vested in two equal annual installments beginning on 10/4/2000. When taken together with other options as reported on this Form 4 having the same grant date, exercise price and expiration date, but owned directly by the Reporting Person, all such options together vested in three equal annual installments beginning on 10/4/2000.
(11)	Options vested as follows: 3,120 shares on 10/4/2000; 3,120 shares on 10/4/2001; and 23,334 shares on 10/4/2002. When taken together with other options as reported on this Form 4 having the same grant date, exercise price and expiration date, but owned indirectly by the W.J. Galvin Family Partnership, all such options together vested in three equal annual installments beginning on 10/4/2000.

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