The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
   None
Entity Type
0000032604
EMERSON ELECTRIC MANUFACTUING CO
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
EMERSON ELECTRIC CO
Jurisdiction of Incorporation/Organization
MISSOURI
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
EMERSON ELECTRIC CO
Street Address 1 Street Address 2
8000 W. FLORISSANT AVENUE
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
ST LOUIS MISSOURI 63136 314-553-2000

3. Related Persons

Last Name First Name Middle Name
Farr David N.
Street Address 1 Street Address 2
8000 W. Florissant Avenue
City State/Province/Country ZIP/PostalCode
St. Louis MISSOURI 63136
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Chairman and Chief Executive Officer
Last Name First Name Middle Name
Ashmore Craig W.
Street Address 1 Street Address 2
8000 W. Florissant Avenue
City State/Province/Country ZIP/PostalCode
St. Louis MISSOURI 63136
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive Vice President - Planning and Development
Last Name First Name Middle Name
Boersig Clemens A.H.
Street Address 1 Street Address 2
Taunusanlage 12
City State/Province/Country ZIP/PostalCode
Frankfurt am Main GERMANY D-60325
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Bolten Joshua B.
Street Address 1 Street Address 2
1401 I Street, NW Suite 1120
City State/Province/Country ZIP/PostalCode
Washington DISTRICT OF COLUMBIA 20005
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Busch III August A.
Street Address 1 Street Address 2
1 Mid Rivers Mall Drive Suite 210
City State/Province/Country ZIP/PostalCode
St. Peters MISSOURI 63376
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Dellaquila Frank J.
Street Address 1 Street Address 2
8000 W. Florissant Avenue
City State/Province/Country ZIP/PostalCode
St. Louis MISSOURI 63136
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive Vice President and Chief Financial Officer
Last Name First Name Middle Name
Fernandez Gonzalez Carlos
Street Address 1 Street Address 2
Javier Barros Sierra N. 555, Pisa 6 Col. Zedec Santa Fe
City State/Province/Country ZIP/PostalCode
Del. Alvaro Obregon MEXICO 01210
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Galvin Walter J.
Street Address 1 Street Address 2
8000 W. Florissant Avenue
City State/Province/Country ZIP/PostalCode
St. Louis MISSOURI 63136
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Vice Chairman
Last Name First Name Middle Name
Golden Arthur F.
Street Address 1 Street Address 2
Davis Polk & Wardwell 450 Lexington Avenue
City State/Province/Country ZIP/PostalCode
New York NEW YORK 10017
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Green Harriet J.
Street Address 1 Street Address 2
6th Floor South Brettenham House Lancaster Place
City State/Province/Country ZIP/PostalCode
London UNITED KINGDOM WC2E 7EN
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Johnson William R.
Street Address 1 Street Address 2
P. O. Box 57 PPG Place Suite 3100
City State/Province/Country ZIP/PostalCode
Pittsburgh PENNSYLVANIA 15230
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Levatich Matthew S.
Street Address 1 Street Address 2
3700 West Juneau Avenue
City State/Province/Country ZIP/PostalCode
Milwaukee WISCONSIN 53208
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Monser Edward L.
Street Address 1 Street Address 2
8000 W. Florissant Avenue
City State/Province/Country ZIP/PostalCode
St. Louis MISSOURI 63136
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

President and Chief Operating Officer
Last Name First Name Middle Name
Peters Charles A.
Street Address 1 Street Address 2
8000 W. Florissant Avenue
City State/Province/Country ZIP/PostalCode
St. Louis MISSOURI 63136
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Senior Executive Vice President
Last Name First Name Middle Name
Prueher Joseph W.
Street Address 1 Street Address 2
833 East Sparrow Road
City State/Province/Country ZIP/PostalCode
Virginia Beach VIRGINIA 23464
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Ridgway Rozanne L.
Street Address 1 Street Address 2
2695 Marcey Road
City State/Province/Country ZIP/PostalCode
Arlington VIRGINIA 22207
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Schlueter Richard J.
Street Address 1 Street Address 2
8000 W. Florissant Avenue
City State/Province/Country ZIP/PostalCode
St. Louis MISSOURI 63136
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Vice President, Controller and Chief Accounting Officer
Last Name First Name Middle Name
Stephenson Randall L.
Street Address 1 Street Address 2
208 S. Akard Street Suite 3700
City State/Province/Country ZIP/PostalCode
Dallas TEXAS 75202
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Steeves Frank L.
Street Address 1 Street Address 2
8000 W. Florissant Avenue
City State/Province/Country ZIP/PostalCode
St. Louis MISSOURI 63136
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive Vice President, Secretary and General Counsel

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
   Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes    No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
X Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
   Other Real Estate
  
 Retailing
  
 Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
 Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
X Over $100,000,000    Over $100,000,000
   Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))    Rule 505
   Rule 504 (b)(1)(i) X Rule 506
   Rule 504 (b)(1)(ii)    Securities Act Section 4(5)
   Rule 504 (b)(1)(iii)    Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
   Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 1992-09-18    First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
X Yes    No

9. Type(s) of Securities Offered (select all that apply)

   Equity    Pooled Investment Fund Interests
X Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security    Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $250,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
Barclays Capital Inc. 19714
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Barclays Capital Inc. 19714
Street Address 1 Street Address 2
745 Seventh Avenue
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10019
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Goldman Sachs and Co. 361
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Goldman Sachs and Co. 361
Street Address 1 Street Address 2
85 Broad Street
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10004
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Bank of America 26091
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Banc of America Securities LLC 26091
Street Address 1 Street Address 2
600 Montgomery Street
City State/Province/Country ZIP/Postal Code
San Francisco CALIFORNIA 94111
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Morgan Stanley & Co. Incorporated 8209
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
JP Morgan Chase Bank 8209
Street Address 1 Street Address 2
1585 Broadway
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10036
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
J.P. Morgan Securities Inc. 18718
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
J.P. Morgan Securities Inc. 18718
Street Address 1 Street Address 2
270 Park Avenue - 9th Floor
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10017
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount USD
or X Indefinite
Total Amount Sold $1,347,000,000 USD
Total Remaining to be Sold USD
or X Indefinite

Clarification of Response (if Necessary):

(a)Continuous commercial paper program. Maximum outstanding amount of short-term notes authorized is $3 billion. (b)Average outstanding balance over the prior 12 mos. (c)Outstanding amount of commercial paper as of September 30 was $980 million.

14. Investors

  
 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
200

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $650,000 USD
X Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

Amount is estimated, annualized sales commission based on size of program.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
   Estimate

Clarification of Response (if Necessary):

The proceeds of the offering are to be used for general working capital purposes of Issuer.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
EMERSON ELECTRIC CO /s/ David J. Rabe David J. Rabe Vice President and Treasurer 2012-11-20

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 number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.