UPLOAD: SEC-generated letter

Mail Stop 6010
January 12, 2006

By U.S. Mail and Facsimile to (314) 553-1213

Mr. Walter J. Galvin
Senior Executive Vice President and Chief Financial Officer
Emerson Electric Co.
8000 W. Florissant Ave.
P.O. Box 4100
St. Louis, Missouri 63136

RE: Emerson Electric Co.
Form 10-K for the fiscal year ended September 30,
2005
Form 8-K filed November 1, 2005
File No. 1-278

Dear Mr. Galvin,

We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments. Where indicated, we think you should
revise your future documents in response to these comments. If
you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.

Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.


Form 10-K for the fiscal year ended September 30, 2005

Financial Position, Capital Resources and Liquidity, page 24

1. We note the discussion of a non-GAAP measure of operating cash
flow, "free cash flow." Please disclose in future filings a clear
description of its calculation, as well as the necessary
reconciliation. Refer to Question 13 of the Frequently Asked
Questions Regarding the Use of Non-GAAP Financial Measures,
available
on our website.

Item 9A - Controls and Procedures, page 18

2. We note that your "disclosure controls and procedures are
designed
to ensure that information required to be disclosed by the Company
in
the reports filed under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time
periods
specified under the SEC`s rules and forms." Please revise future
filings to clarify, if true, that your officers concluded that
your
disclosure controls and procedures are also effective to ensure
that
information required to be disclosed in the reports that you file
or
submit under the Exchange Act is accumulated and communicated to
your
management, including your chief executive officer and chief
financial officer, to allow timely decisions regarding required
disclosure. See Exchange Act Rule 13a-15(e).

Critical Accounting Policies, page 27

Long-lived Assets, page 27

3. We note your critical accounting policy regarding long-lived
assets, which states that "for those businesses monitored by
management for impairment, their fair value would have to be lower
by
more than 20 percent before an impairment charge would be
recognized." Please describe the businesses and other assets that
are monitored in this manner and tell us why it is appropriate to
recognize an impairment charge only when the 20 percent threshold
is
exceeded. Refer to SFAS 144 in your response.

Form 8-K filed November 1, 2005

4. We note your use of the non-GAAP measures, "underlying sales",
"free cash flow" and "fiscal year excluding tax charge." Please
note
that Instruction 2 to Item 2.02 of Form 8-K requires that when
furnishing information under this item you must provide all the
disclosures required by paragraph (e)(1)(i) of Item 10 of
Regulation
S-K, including an explanation of why you believe the measures
provide useful information to investors. Revise future filings as
necessary.

As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your responses to our
comments.

We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision. Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

You may contact Eric Atallah, Staff Accountant at (202) 551-
3663
or me at (202) 551-3554 regarding comments on the financial
statements and related matters. In this regard, do not hesitate
to
contact Martin James, Senior Assistant Chief Accountant, at (202)
551-3671 with any other questions.
Sincerely,

Angela Crane
Branch Chief



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Mr. Walter J. Galvin
Emerson Electric Co.
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