Company Name: Emerson Electric Co.
Public Availability Date: October 20, 2004

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0402

DIVISION OF
CORPORATION FINANCE

October 20, 2004

W. Wayne Withers
Senior Vice President,
Secretary and General Counsel
Emerson Electric Co.
8000 West Florissant Avenue
P.O. Box 4100
St. Louis, MO 63136-8506

Re: Emerson Electric Co.
Incoming letter dated September 15, 2004

Dear Mr. Withers:

This is in response to your letter dated September 15, 2004 concerning the shareholder proposal submitted to Emerson by Domini Social Investments LLC and NorthStar Asset Management, Inc. We also have received a letter from the proponents dated October 7, 2004. Our response is attached to the enclosed photocopy of your correspondence. By doing this, we avoid having to recite or summarize the facts set forth in the correspondence. Copies of all of the correspondence also will be provided to the proponents.

In connection with this matter, your attention is directed to the enclosure, which sets forth a brief discussion of the Division's informal procedures regarding shareholder proposals.

Sincerely,

Jonathan A. Ingram
Deputy Chief Counsel
Enclosures

cc: Adam Kanzer
General Counsel and Director of Shareholder Advocacy
Domini Social Investments LLC
536 Broadway, 7th Fl
NewYork,NY 10012-3915

October 20, 2004

Response of the Office of Chief Counsel Division of Corporation Finance

Re:   Emerson Electric Co.
Incoming letter dated September 15, 2004

The proposal requests that the board amend Emerson's written equal employment opportunity policy to bar discrimination on the basis of sexual orientation.

We are unable to concur in your view that Emerson may exclude the proposal under rule 14a-8(i)(10). Accordingly, we do not believe that Emerson may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(10).

We are unable to concur in your view that Emerson may exclude the proposal under rule 14a-8(i)(12). Accordingly, we do not believe that Emerson may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(12).

Sincerely,

Mark F. Vilardo
Special Counsel

EMERSON
W. Wayne Withers
Senior Vice President
Secretary and General Counsel

8000 West Florissant Avenue
P.O. Box 4100
St. Louis, MO 63136-8506
T (314) 553 3798
F (314) 553 3205
wayne.withers@emrsn.com

September 15, 2004

1934 Act/Rule 14a-8

Via Courier

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:   Securities Exchange Act of 1934 - Section 14(a), Rule 14a-8
       Omission of Shareholder Proposal

Ladies and Gentlemen:

I am writing on behalf of Emerson Electric Co. ("Emerson") to inform you, pursuant to Rule 14a-8(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that Emerson intends to omit from its proxy solicitation materials for its 2005 Annual Meeting of Shareholders 1/ the shareholder proposal enclosed as Exhibit A (the "Proposal"), which it received from Domini Social Investments LLC, co-sponsored by NorthStar Asset Management, Inc. (collectively, the "Proponents"). The Proposal requests that the Board of Directors of Emerson amend Emerson's company-wide written equal employment opportunity policy to bar discrimination on the basis of sexual orientation. Emerson believes that the Proposal may be excluded from its proxy solicitation materials under Rule 14a-8(i)(10) because it has been implemented by Emerson, and under Rule 14a-8(i)(12)(iii) because it deals with substantially the same subject matter as a proposal that was submitted previously and did not receive sufficient support.

1/ Emerson expects to file its definitive proxy statement for the 2005 Annual Meeting of Shareholders on or about December 8, 2004.

Office of Chief Counsel
September 15, 2004
Page 2

Rule 14a-8(i)(10)

Emerson maintains an official company-wide policy barring all discrimination except that which is appropriately job-related. This policy is regularly communicated to all supervisors, employees and human resource professionals. I have enclosed as Exhibit B an excerpt from Emerson's supervisory training program which clearly describes the policy.  In addition, every Emerson employee is required to attend an annual employee ethics training program during which Emerson's policy, including the prohibition of discrimination on the basis of sexual orientation, is discussed and reviewed in detail, and each employee is required to acknowledge in writing his or her attendance at this program. I have enclosed as Exhibit C an excerpt from this Emerson employee ethics training program which specifically prohibits discrimination on the basis of sexual orientation.

Moreover, in order to provide an environment in which grievances, including claims of discrimination on the basis of sexual orientation, may be voiced by employees without retribution by others, Emerson has developed and maintained for many years a successful hotline for reporting discrimination and other complaints. This twenty-four hour hotline is currently available to all Emerson employees around the world in multiple languages, and anonymous reporting is available. Every complaint raised through this hotline is investigated promptly by management. Emerson takes these complaints very seriously, and all violations of Emerson's non-discrimination policy are dealt with and resolved promptly. To date, Emerson management has received one hotline complaint of sexual orientation discrimination. It was investigated and resolved to the complainant's satisfaction.

Finally, an organization sharing the Proponents' objectives has recently acknowledged Emerson's policy prohibiting discrimination on the basis of sexual orientation, further demonstrating Emerson's commitment to prevent such workplace discrimination. I have enclosed as Exhibit D a letter dated July 28, 2004 from Malcolm Lazin, Executive Director of Equality Forum, acknowledging that Emerson maintains a non-discrimination policy that specifically includes sexual orientation. Moreover, Emerson has agreed to be included in the list of Fortune 500 companies that do not discriminate on the basis of sexual orientation maintained by Domini Social Investments LLC, one of the Proponents. I have enclosed as Exhibit E a copy of my letter dated July 21, 2004 reflecting this agreement.

Office of Chief Counsel
September 15, 2004
Page 3

Rule 14a-8(i)(12)(iii)

Emerson is incorporated in the State of Missouri. Under Missouri law, shareholder proposals are approved by the decision of the majority of shares represented at a shareholders' meeting in person or by proxy and entitled to vote. Mo. Rev. Stat. § 351.265(2), a copy of which is enclosed as Exhibit F. Abstentions are shares represented in person and entitled to vote, and thus are treated in effect as votes against a matter. On this basis, the Proposal garnered 12.6% of the shareholder vote at Emerson's 2001 annual meeting, 10.7% at the 2002 annual meeting, and 9.6% at the 2003 annual meeting. Accordingly, under the laws of its state of organization, Emerson would be permitted to exclude the Proposal notwithstanding SEC Staff Legal Bulletin No. 14.

Delaware law treats abstentions as Missouri does. Del. Code Ann. tit. 8, §216(2), a copy of which is enclosed as Exhibit G. Similarly, Rule 16b-3(d)(2) requires employee benefit plans to be approved by the affirmative vote of the holders of a majority of the securities of the issuer present, or represented, and entitled to vote. In its American Bar Association no action letter (avail. June 24, 1993), the SEC Staff agreed that shares voted as abstentions on Rule 16b-3 proposals have the effect of a vote against the proposal, indicating that "merely because a shareholder has chosen to abstain on a Rule 16b-3 matter does not detract from its power to cast a vote on the matter."

The Staffs position of excluding abstentions for purposes of Rule 14a- 8(i)(12) is inconsistent with the inclusion of abstentions as "votes against" under Rule 16b-3 and with the laws of Missouri and a number of other states. Emerson believes that by taking this conflicting position, the Staff is unjustifiably favoring the interests of one corporate constituency over another and intruding into a matter traditionally regulated by state law-how to count shareholder votes.

Moreover, the Staff's position disenfranchises shareholders who choose to vote "no" by exercising their right to abstain on proposals presented at the annual meeting. Shareholders are advised in Emerson's proxy statement that abstentions will be counted for the purpose of determining the number of shares represented by proxy at the annual meeting and will have the same effect as "votes against" such proposals. In Emerson's view, every vote should be counted as the shareholders expect and intend, regardless of the purpose for counting.

For the above reasons, Emerson intends to omit the Proposal from its proxy solicitation materials for its 2005 Annual Meeting of Shareholders. Emerson respectfully requests the concurrence of the Staff in the exclusion of the Proposal from its proxy solicitation materials. Six additional copies of this letter

Office of Chief Counsel
September 15, 2004
Page 4

and the attachments are enclosed pursuant to Rule 14a-8(j) under the Exchange Act, and copies of this letter are being simultaneously provided to the Proponents as required by Rule 14a-8(j)(1). Please file stamp one of the enclosed copies and return it to the messenger, as evidence of your receipt of this letter. If you have any questions, please do not hesitate to contact me at (314) 553-3798.

Sincerely yours,

W. Wayne Withers
Senior Vice President, Secretary
and General Counsel

Enclosures

cc:   A. Kanzer
K. Gladman
Domini Social Investments, LLC

J. Goodridge
NorthStar Asset Management, Inc.

DIVISION OF CORPORATION FINANCE
INFORMAL PROCEDURES REGARDING SHAREHOLDER PROPOSALS

The Division of Corporation Finance believes that its responsibility with respect to matters arising under Rule 14a-8 [17 CFR 240.14a-8], as with other matters under the proxy rules, is to aid those who must comply with the rule by offering informal advice and suggestions and to determine, initially, whether or not it may be appropriate in a particular matter to recommend enforcement action to the Commission. In connection with a shareholder proposal under Rule 14a-8, the Division's staff considers the information furnished to it by the Company in support of its intention to exclude the proposals from the Company's proxy materials, as well as any information furnished by the proponent or the proponent's representative.

Although Rule 14a-8(k) does not require any communications from shareholders to the Commission's staff, the staff will always consider information concerning alleged violations of the statutes administered by the Commission, including argument as to whether or not activities proposed to be taken would be violative of the statute or rule involved. The receipt by the staff of such information, however, should not be construed as changing the staff's informal procedures and proxy review into a formal or adversary procedure.

It is important to note that the staff's and Commission's no-action responses to Rule 14a-8(j) submissions reflect only informal views. The determinations reached in these no- action letters do not and cannot adjudicate the merits of a company's position with respect to the proposal. Only a court such as a U.S. District Court can decide whether a company is obligated to include shareholder proposals in its proxy materials. Accordingly a discretionary determination not to recommend or take Commission enforcement action, does not preclude a proponent, or any shareholder of a company, from pursuing any rights he or she may have against the company in court, should the management omit the proposal from the company's proxy material.