Form: 4

Statement of changes in beneficial ownership of securities

March 26, 2010

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
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 MO 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)
Vice Chairman
3. Date of Earliest Transaction (Month/Day/Year)
03/25/2010
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)
Code V Amount (A) or (D) Price
Common Stock 03/24/2010 G(1) V 27,848(1) D (2) 19,204 I Spouse
Common Stock 03/24/2010 G(1) V 27,848(1) A (2) 312,295 D
Common Stock 03/25/2010 M(3) 56,660(3) A $26.415 368,955 D
Common Stock 03/25/2010 F(4) 30,153(4) D $49.635 338,802 D
Common Stock 03/25/2010 F(5) 11,251(5) D $49.635 327,551 D
Common Stock 214,000 I JGM Investors, LP(6)
Common Stock 3,226 I Trust - Daughter Megan(7)
Common Stock 3,226 I Trust - Son Jeff(7)
Common Stock 16,365.164 I 401(k) plan
Common Stock 10,403.05 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $26.415 03/25/2010 M(3) 56,660 (8) 01/16/2012 Common Stock 56,660 (9) 56,680 D
Employee Stock Option (right to buy) $26.415 10/16/2002(10) 01/16/2012 Common Stock 56,660 56,660 I The Galvin Family Trust(11)
Explanation of Responses:
1. Bona fide gift of 27,848 shares from the Reporting Person's spouse to the Reporting Person.
2. Price is not applicable to acquisitions or dispositions resulting from bona fide gifts.
3. Exercise of 56,660 non-qualified stock options exempt under Rule 16b-3.
4. Payment of option exercise price by delivering securities.
5. Shares withheld for taxes exempt under Rule 16b-3 resulting from non-qualified stock option exercise.
6. 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 Galvin Family Trust has 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.
7. The Reporting Person disclaims beneficial ownership.
8. The exercised options vested as follows: 36,518 shares on 10/16/2002 and 20,142 shares on 10/16/2003. When taken together with the unexercised options reported in this Form 4 having the same grant date, exercise price and expiration date as the exercised options, that are either owned directly by the Reporting Person or indirectly by The Galvin Family Trust, all such options together vested in three equal annual installments beginning on 10/16/2002.
9. Price is not applicable to stock options received as incentive compensation.
10. When taken together with the other options reported in this Form 4 owned directly by the Reporting Person having the same grant date, exercise price and expiration date, all such options together vested in three equal annual installments beginning on 10/16/2002.
11. The Reporting Person disclaims beneficial ownership in the shares held by The Galvin Family Trust that are beneficially owned by his children. See note 6 for more information regarding The Galvin Family Trust.
Remarks:
/s/ Timothy G. Westman, Attorney-in-Fact for Walter J. Galvin 03/26/2010
** 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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