SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

GALVIN WALTER J

(Last)

(First)

(Middle)

C/O EMERSON ELECTRIC CO.

8000 W. FLORISSANT AVE.

(Street)

ST. LOUIS

63136

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2008

4. If Amendment, Date of 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

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	12/19/2008		J ^{( 1 )}	V	84,000	D	^{( 1 )} ^{( 2 )}	134,447	D
Common Stock	12/19/2008		J ^{( 1 )}	V	84,000	A	^{( 1 )} ^{( 2 )}	274,000	I	JGM Investors, LP ^{( 3 )}
Common Stock								47,052	I	Spouse
Common Stock								3,226	I	Trust-Daughter Megan ^{( 4 )}
Common Stock								3,226	I	Trust-Son Greg ^{( 4 )}
Common Stock								3,226	I	Trust-Son Jeff ^{( 4 )}
Common Stock								15,287.38	I	401(k) plan
Common Stock								8,283.612	I	401(k) excess plan

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$26.415	12/19/2008		G ^{( 5 )}	V		1	10/16/2002 ^{( 6 )}	01/16/2012	Common Stock	1	^{( 2 )}	169,999	D
Employee Stock Option (right to buy)	$26.415	12/19/2008		G ^{( 5 )}	V	1		10/16/2002 ^{( 6 )}	01/16/2012	Common Stock	1	^{( 2 )}	1	I	The Galvin Family Trust ^{( 7 )}
Employee Stock Option (right to buy)	$26.415	12/19/2008		J ^{( 8 )}	V		56,659	10/16/2002 ^{( 6 )}	01/16/2012	Common Stock	56,659	^{( 2 )}	113,340	D
Employee Stock Option (right to buy)	$26.415	12/19/2008		J ^{( 8 )}	V	56,659		10/16/2002 ^{( 6 )}	01/16/2012	Common Stock	56,659	^{( 2 )}	56,660	I	The Galvin Family Trust ^{( 7 )}
Employee Stock Option (right to buy)	$31.6275	12/19/2008		G ^{( 5 )}	V		1	10/05/2005 ^{( 6 )}	10/05/2014	Common Stock	1	^{( 2 )}	169,999	D
Employee Stock Option (right to buy)	$31.6275	12/19/2008		G ^{( 5 )}	V	1		10/05/2005 ^{( 6 )}	10/05/2014	Common Stock	1	^{( 2 )}	1	I	The Galvin Family Trust ^{( 7 )}
Employee Stock Option (right to buy)	$31.6275	12/19/2008		J ^{( 8 )}	V		160,519	10/05/2005 ^{( 6 )}	10/05/2014	Common Stock	160,519	^{( 2 )}	9,480	D
Employee Stock Option (right to buy)	$31.6275	12/19/2008		J ^{( 8 )}	V	160,519		10/05/2005 ^{( 6 )}	10/05/2014	Common Stock	160,519	^{( 2 )}	160,520	I	The Galvin Family Trust ^{( 7 )}

Explanation of Responses:

1. Contribution for estate planning purposes pursuant to Rule 16a-13 and Rule 16b-5 in exchange for a limited partnership interest in JGM Investors, LP.

2. Price is not applicable to this transaction.

3. JGM Investors, LP is a limited partnership of which The Galvin Family Trust and The Reporting Person's spouse are the general partners. The Galvin Family Trust is the controlling general partner of JGM Investors, LP. The Reporting Person's children are the trustees of The Galvin Family Trust and The Reporting Person's spouse and children are the beneficiaries. The Reporting Person and The Galvin Family Trust together have a 99.9% limited partnership interest in JGM Investors, LP. The Reporting Person disclaims beneficial ownership in the shares held by JGM Investors, LP that are beneficially owned by his children.

4. The Reporting Person disclaims beneficial ownership.

5. Bona fide gift of a nonqualified stock option for estate planning purposes by the Reporting Person to The Galvin Family Trust.

6. When taken together with other options that were issued to the Reporting Person having the same grant date, exercise price and expiration date, all such options together vested in three annual installments beginning on the date indicated.

7. The Reporting Person disclaims beneficial ownership in the shares held by The Galvin Family Trust that are beneficially owned by his children. See note 3 for more information regarding The Galvin Family Trust.

8. Transfer of a fractional interest in nonqualified stock options for estate planning purposes from the Reporting Person to The Galvin Family Trust pursuant to Rule 16a-13 and Rule 16b-5. The Reporting Person is also receiving a promissory note in favor of the Reporting Person in an amount equal to the appraised value of the transferred stock options as owned by The Galvin Family Trust.

	/s/ Timothy G. Westman, Attorney-in-fact for Walter J. Galvin	12/22/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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