On November 3, 2009, the Board of Directors of Emerson Electric Co. (the "Company") adopted amendments to the Company's Bylaws, effective on that date. The amended Bylaws, and a copy of the amended Bylaw provision marked to show changes from the prior Bylaw provision dated November 4, 2008, are included as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Article III, Section 3, which provided that no Director is permitted to stand for election or re-election to the Board after reaching the age of 72, has been amended to allow Rozanne L. Ridgway and Vernon R. Loucks, Jr. to serve as members of the Company's Board of Directors for one additional year, until the Annual Meeting of Stockholders to be held in February 2011.

(d) Exhibits.

Exhibit Number Description of Exhibits




3.1 Bylaws of Emerson Electric Co., as amended through November 3, 2009.



3.2             Amended Bylaw provision of Emerson Electric Co., as amended
                through November 3, 2009, marked to show changes from prior Bylaw
                provision as amended through November 4, 2008.