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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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BERGES JAMES G

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)
President

(Last)

(First)

(Middle)

EMERSON ELECTRIC CO., 8000 W. FLORISSANT

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2005

(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	02/10/2005		S		35,000 ⁽¹⁾	D	$ 67.7884 ⁽¹⁾	215,689	D
Common Stock								4,613	I	401(k) plan
Common Stock								4,990	I	401(k) excess plan
Common Stock								2,997	I	Son-Custodial
Common Stock								36,286	I	Spouse

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
BERGES JAMES G EMERSON ELECTRIC CO. 8000 W. FLORISSANT ST. LOUIS, MO 63136	X		President

Signatures

/s/ Harley M. Smith, Attorney-in-fact for James G. Berges		02/14/2005
^**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)	The Reporting Person gave a single order to his broker to sell 35,000 shares of Emerson Electric Co. common stock on February 10, 2005. In the discretion of the broker, the sale was effected in multiple transactions, at varying prices, on February 10, 2005, as follows: 400 shares at $67.53; 800 at $67.57; 700 at $67.58; 100 at $67.59; 100 at $67.61; 800 at $67.62; 1,500 at $67.63; 400 at $67.65; 100 at $67.67; 900 at $67.69; 200 at $67.70; 400 at $67.71; 400 at $67.72; 1,900 at $67.73; 2,400 at $67.74; 1,800 at $67.75; 700 at $67.76; 700 at $67.77; 4,400 at $67.78; 2,200 at $67.79; 1,400 at $67.80; 1,300 at $67.81; 1,200 at $67.82; 800 at $67.83; 700 at $67.84; 1,600 at $67.85; 300 at $67.87; 600 at $67.88; 800 at $67.90; 1,300 at $67.91; 400 at $67.92; 500 at $67.93; 400 at $67.95; 400 at $67.96; 400 at $68.01; 700 at $68.02; 400 at $68.03; 400 at $68.04; and 500 at $68.08. The average sale price for these transactions was $67.7884 per share.

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