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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(Print or Type Responses)
1. Name and Address of Reporting Person *
GALVIN WALTER J
   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
(Last)
(First)
(Middle)
C/O EMERSON ELECTRIC CO., 8000 W. FLORISSANT AVE.		 3. Date of Earliest Transaction (Month/Day/Year)
12/19/2008
(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 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

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GALVIN WALTER J
C/O EMERSON ELECTRIC CO.
8000 W. FLORISSANT AVE.
ST. LOUIS, MO 63136		   X     Sr. Exec. VP & CFO  

Signatures

 /s/ Timothy G. Westman, Attorney-in-fact for Walter J. Galvin   12/22/2008
**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) 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.

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