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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
STEEVES FRANK L
  2. Issuer Name and Ticker or Trading Symbol
EMERSON ELECTRIC CO [EMR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. VP, Secy & Gen. Counsel
(Last)
(First)
(Middle)
C/O EMERSON ELECTRIC CO., 8000 W FLORISSANT AVE.
3. Date of Earliest Transaction (Month/Day/Year)
09/21/2010
(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)
Code V Amount (A) or (D) Price
Common Stock 09/21/2010   M(1)   21,666 (1) A $ 30.025 43,842 D  
Common Stock 09/21/2010   F(2)   2,953 (2) D $ 51.775 40,889 D  
Common Stock 09/21/2010   S   18,713 D $ 52.4373 (3) 22,176 D  
Common Stock               526.321 I 401(k) plan
Common Stock               1,339.175 I 401(k) excess plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee stock option (right to buy) $ 30.025 09/21/2010   M(1)     21,666 (1) 02/19/2010(4) 02/19/2019 Common Stock 21,666 (5) 43,334 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
STEEVES FRANK L
C/O EMERSON ELECTRIC CO.
8000 W FLORISSANT AVE.
ST. LOUIS, MO 63136
      Sr. VP, Secy & Gen. Counsel  

Signatures

 /s/ Timothy G. Westman, Attorney-in-Fact for Frank L. Steeves   09/23/2010
**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 21,666 non-qualified stock options exempt under Rule 16b-3.
(2) Shares withheld for taxes exempt under Rule 16b-3 resulting from non-qualified stock option exercise.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.42 to $52.47. The reporting person undertakes to provide Emerson Electric Co., any security holder of Emerson Electric Co., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote.
(4) The options vested on 02/19/2010. The remaining unexercised options vest as follows: 21,667 on each of 02/19/2011 and 02/19/2012. All exercised and unexercised options reported in this Form 4, taken together, vest in three equal annual installments beginning on 02/19/2010.
(5) Price is not applicable to stock options received as incentive compensation.

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

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.