Sec Form 4 Filing - GALVIN WALTER J @ EMERSON ELECTRIC CO - 2012-11-12

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 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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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) Vice Chairman (Last) (First) (Middle) C/O EMERSON ELECTRIC CO., 8000 W. FLORISSANT AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 11/12/2012 (Street) ST. LOUIS, MO63136 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/12/2012 S 35,000 D $ 50.5 21,660 I Galvin Family Trust ( 1 ) Common Stock 11/12/2012 J( 2 ) V 154,000 ( 2 ) D 0 I JGM Investors, LP ( 4 ) Common Stock 11/12/2012 J( 2 ) V 154,000 ( 2 ) A 175,660 I Galvin Family Trust ( 1 ) Common Stock 11/12/2012 G( 5 ) V 144,410 ( 5 ) D 29,136 D Common Stock 11/12/2012 G( 5 ) V 144,410 ( 5 ) A 163,614 I Spouse Common Stock 11/13/2012 G( 7 ) V 9,548 ( 6 ) D 19,588 D Common Stock 185,127 I JGM Investors II, LP ( 7 ) Common Stock 13,223.009 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GALVIN WALTER J C/O EMERSON ELECTRIC CO. 8000 W. FLORISSANT AVENUE ST. LOUIS, MO63136 X Vice Chairman Signatures /s/ Timothy G. Westman, Attorney-in-fact for Walter J. Galvin 11/14/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person disclaims beneficial ownership in the shares held by The Galvin Family Trust that are beneficially owned by his children. See Note 4 for more information regarding The Galvin Family Trust. ( 2 )Partnership distribution of 154,000 shares from JGM Investors, LP to The Galvin Family Trust. ( 3 )Price is not applicable to acquisitions or dispositions resulting from a distribution of partnership assets or bona fide gifts. ( 4 )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. ( 5 )Bona fide gift of 144,410 shares from the Reporting Person to the Reporting Person's spouse. ( 6 )Bona fide gift by the Reporting Person to the Emerson Directors' and Officers' Charitable Trust. ( 7 )JGM Investors II, LP is a limited partnership in which The Galvin Family Trust II has a 99.7% limited partnership interest and the Reporting Person's children each have a 0.10% general partnership interest. The Reporting Person is the trustee of The Galvin Family Trust II and the Reporting Person and the Reporting Person's children are the beneficiaries. The Reporting Person disclaims beneficial ownership in the interests in JGM Investors II, LP that are beneficially owned by his children.

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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