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 *
WITHERS W WAYNE
   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)
Exec. VP, Secy & Gen. Counsel
(Last)
(First)
(Middle)
C/O EMERSON ELECTRIC CO., 8000 W. FLORISSANT		 3. Date of Earliest Transaction (Month/Day/Year)
02/15/2006
(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 02/15/2006   M   20,000 (1) A $ 52.83 60,600 D  
Common Stock 02/15/2006   F   2,406 (2) D $ 83.76 58,194 D  
Common Stock 02/16/2006   S   17,594 D $ 83.08 (4) 40,600 D  
Common Stock               204.666 I 401(k) plan
Common Stock               2,400.833 I 401(k) excess plan

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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) $ 52.83 02/15/2006   M     20,000 10/16/2002(3) 01/16/2012 Common Stock 20,000 $ 0 30,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WITHERS W WAYNE
C/O EMERSON ELECTRIC CO.
8000 W. FLORISSANT
ST. LOUIS, MO 63136		       Exec. VP, Secy & Gen. Counsel  

Signatures

 /s/ Harley M. Smith, Attorney-in-Fact for W. Wayne Withers   02/17/2006
**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 non-qualified stock options exempt under Rule 16b-3.
(2) Shares withheld for taxes exempt under Rule 16b-3.
(3) The options became exercisable in three annual installments beginning on 10/16/2002.
(4) The Reporting Person gave a single order to his broker to sell 17,594 shares of Emerson Electric Co. common stock on February 16, 2006. In the discretion of the broker, the sale was effected in multiple transactions, at varying prices, on February 16, 2006, as follows: 8,094 shares at $83.08; 8,200 shares at $83.08; and 1,300 shares at $83.13. The average sale price for these transactions was $83.08 per share.

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