Emerson Electric Co. Form 8K - February 1, 2005

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D C 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event
reported):    February 1, 2005

Emerson Electric Co.
(Exact Name of Registrant as Specified in Its Charter)


Missouri   1-278   43-0259330
(State or Other
Jurisdiction of
Incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification Number)

8000 West Florissant Avenue
St. Louis, Missouri 		  63136  
 
 
(Address of Principal Executive Offices)   (Zip Code)  


Registrant's Telephone Number, Including Area Code:

(314) 553-2000

        Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

        [   ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

        [   ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

        [   ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

        [   ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 2.02.   Results of Operations and Financial Condition.

Quarterly Results Press Release
On February 1, 2005, a press release was issued regarding results of Emerson Electric Co. (EMR) for the first quarter ended December 31, 2004. A copy of this press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

The press release contains non-GAAP financial measures as such term is defined in Regulation G under the rules of the Securities and Exchange Commission. While Emerson believes these non-GAAP financial measures are useful in evaluating the company, this information should be considered as supplemental in nature and not as a substitute for or superior to the related financial information prepared in accordance with GAAP. Further, these non-GAAP financial measures may differ from similarly titled measures presented by other companies.

Item 9.01.    Financial Statements and Exhibits.

(c)    Exhibits

Exhibit Number Description of Exhibit

99.1 Emerson's February 1, 2005 Press Release announcing its first quarter of fiscal 2005 results.











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SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  EMERSON ELECTRIC CO.
(Registrant)


Date:   February 1, 2005 By:    /s/ H.M. Smith
       H. M. Smith
   Assistant General Counsel and
     Assistant Secretary










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EXHIBIT INDEX

Exhibit Number Description of Exhibit

99.1 Emerson's February 1, 2005 Press Release announcing its first quarter of fiscal 2005 results.