8-K

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): November 4, 2008

Emerson Electric Co.

-------------------------------------------------

(Exact Name of Registrant as Specified in Its Charter)

Missouri --------------------------- (State or Other Jurisdiction of Incorporation) 1-278 ------------------- (Commission File Number) 43-0259330 --------------------------- (I.R.S. Employer Identification Number)

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

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

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

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

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

Item 7.01. Regulation FD Disclosure.

During a previously announced investor conference call held on Tuesday, November 4, 2008, Emerson senior management discussed the Company’s fourth quarter and fiscal year 2008 results. During this call, Emerson senior management also gave the Company’s outlook for 2009. Portions of the investor slide presentation relating to the Company’s outlook for 2009 are attached hereto as Exhibit 99.1. A replay of the conference call will be available for the next three months via the Internet in the Investor Relations area of Emerson’s website at www.emerson.com/financial.

The investor slide presentation contains non-GAAP financial measures as such term is defined in Regulation G under the rules of the Securities and Exchange Commission. While the Company 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. The reasons why management believes that these non-GAAP financial measures provide useful information are set forth in the Company’s most recent Form 10-K filed with the Securities and Exchange Commission.

Statements in the investor slide presentation that are not strictly historical may be “forward-looking” statements, which involve risks and uncertainties, and the Company undertakes no obligation to update any such statements to reflect later developments. These risks and uncertainties include economic and currency conditions, market demand, pricing, and competitive and technological factors, among others, as set forth in the Company’s most recent Form 10-K filed with the Securities and Exchange Commission.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit Number	Description of Exhibits
99.1	Portions of Investor Slide Presentation, posted November 4, 2008.

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:  November 4, 2008	By:	/s/ Timothy G. Westman
		Timothy G. Westman Vice President, Associate General Counsel and Assistant Secretary

EXHIBIT INDEX

Exhibit Number	Description of Exhibits
99.1	Portions of Investor Slide Presentation, posted November 4, 2008.

EX-99.1

Exhibit 99.1

Fiscal Year 2009 Guidance: Very Uncertain and
Challenging Global Economics in 2009

Delta

2007-08 2008 2009 Forecast (11/4/08)

Sales +12% $24.8B $23.5 to $25.5B

Operating Margin* +70 basis 16.5% 16.0 – 16.6%          points

EPS (continuing operations) +17%  $3.11 $2.80 to $3.20

Operating Cash Flow  9% $3.3B $3.3B to $3.5B

Capital Expenditures    5% $714M $680 - $725M

Assumed future and completed
acquisitions +4%

Restructuring: $125 to $150M

Pension Expense: approx. neutral;     
cash funding up to $200M

Currency Unfavorable: ~$1.1B (-5%)

Euro to USD$ exchange rate: ~1.28

Underlying* sales growth: -4% to +4%

(3%) to (5%)

US: Non-residential

8% to 12%

India

10% to 12%

China

(15%) to (20%)

US: Residential

2008-2009

(1%) to 1%

Japan

(1%) to 2%

Europe

5% to 7%

Latin America

Gross Fixed Investment (GFI)

Assumptions:

Emerson delivered an outstanding fiscal year 2008, and our
businesses and financial position remain very strong as we finished
this record year

Emerson is well positioned as we move into an uncertain fiscal year
2009

Strong global footprint

International sales 54% of total business

Emerging markets 30% of total business

Good mix of businesses – we have continued to actively manage the
portfolio

Financial strength to invest internally and do acquisitions where
appropriate

Summary

The Global Management Team is Prepared for an
Uncertain and Declining Global Economy

Emerson Business Summary
Reconciliation of Non-GAAP Financial Measures

13.5%-14.2%

   % Sales

~$3,165-$3,625

Pretax Earnings

~$ 600

   Other Deductions, Net

Interest Expense and

16.0%-16.6%

   % Sales*

~$3,765-$4,225

Operating Profit*

Fiscal 2009

Forecasted

(5) to 3%

Net Sales

4 pts

Assumed Future and Completed Acquisitions

(5) pts

Foreign Currency Translation

(4) to 4%

Underlying Sales *

Fiscal 2009

Forecasted

12%

Net Sales

1 pt

Acquisitions/Divestitures

4 pts

Foreign Currency Translation

7%

Underlying Sales *

Fiscal 2008

This information reconciles non-GAAP measures with the most directly comparable
GAAP measure ($M)

Operating Profit

FY 2007

FY 2008

% Change

Net Sales

22,131

$  

24,807

$  

12%

Cost of Sales

14,066

15,668

SG&A Expense

4,569

5,057

Operating Profit *

3,496

4,082

17%

O.P. % *

15.8%

16.5%

Other Deductions, Net

175

303

Interest Expense, Net

228

188

Pretax Earnings

3,093

$   

3,591

$   

16%

Earnings %

14.0%

14.5%