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

______________________

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2003

OR

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

For the transition period from ____________________ to __________________

 Commission file number 1-278

EMERSON ELECTRIC CO.
(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (314) 553-2000

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months, and (2) has been subject to such
filing requirements for the past 90 days. Yes (X) No ( )

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes (X) No ( )

Common stock outstanding at March 31, 2003: 420,952,549 shares.

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<PAGE>                  PART I. FINANCIAL INFORMATION               FORM 10-Q
                        Item 1. Financial Statements.

EMERSON ELECTRIC CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2002 AND 2003
(Dollars in millions except per share amounts; unaudited)

See accompanying notes to consolidated financial statements.
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<PAGE>               EMERSON ELECTRIC CO. AND SUBSIDIARIES          FORM 10-Q
                          CONSOLIDATED BALANCE SHEETS
           (Dollars in millions except per share amounts; unaudited)

<PAGE>               EMERSON ELECTRIC CO. AND SUBSIDIARIES          FORM 10-Q
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 SIX MONTHS ENDED MARCH 31, 2002 AND 2003
                       (Dollars in millions; unaudited)

See accompanying notes to consolidated financial statements.

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EMERSON ELECTRIC CO. AND SUBSIDIARIES                               FORM 10-Q

Notes to Consolidated Financial Statements

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EMERSON ELECTRIC CO. AND SUBSIDIARIES                               FORM 10-Q

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EMERSON ELECTRIC CO. AND SUBSIDIARIES                               FORM 10-Q

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EMERSON ELECTRIC CO. AND SUBSIDIARIES                               FORM 10-Q

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EMERSON ELECTRIC CO. AND SUBSIDIARIES                               FORM 10-Q

      Rationalization of operations by business segment is summarized as       follows (dollars in millions):  

Items 2 and 3. Management's Discussion and Analysis of Results of Operations
               and Financial Condition.

Net sales for the quarter ended March 31, 2003, were $3,478 million, an increase of almost 2 percent over net sales of $3,421 million for the quarter ended March 31, 2002. Net sales were $6,719 million for the six months ended March 31, 2003, compared to net sales of $6,716 million for the same period a year ago. Solid growth in the heating, ventilating and air conditioning business and a consolidated 4 percentage point favorable impact from currency were partially offset by declines in process control and electronics and telecommunications. Acquisitions and divestitures had a negative impact of less than 1 percentage point on reported second quarter sales. Underlying sales (which exclude acquisitions, divestitures and currency) for the second quarter decreased 2 percent, reflecting a moderate decline in the United States and modest declines in Europe and Latin America which were partially offset by a strong increase in Asia compared to the prior year. 

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EMERSON ELECTRIC CO. AND SUBSIDIARIES                               FORM 10-Q

The process control business reported sales of $819 million in the second quarter of 2003, a decline of 2 percent compared to $837 million for the same period a year ago, with weaker maintenance and repair spending and delayed long-cycle projects. Sales include a positive impact from currency of 5 percentage points, which was partially offset by a 3 percentage point impact from the Daniel Valve and Intellution divestitures. Excluding acquisitions, divestitures and currency, underlying sales declined 4 percent due to weakness in the United States and Latin America, partially offset by modest growth in Asia. Process control continued its market penetration and geographic expansion despite the ongoing weakness in the U.S. market.

The industrial automation business reported second quarter sales of $646 million, up nearly 8 percent from $601 million for the second quarter in the prior year, the result of an 8 percentage point favorable impact from currency. Flat underlying sales reflect the emerging stability in the industrial goods markets, with a moderate decline in industrial activity in the United States offset by an increase in international sales, led by strength in Asia. Sales of motors and drives were down slightly, while industrial sales activity was flat for the quarter.

Sales in the electronics and telecommunications business were $554 million for the second quarter, a decrease of 6 percent from $591 million for the same period in the prior year. Second quarter sales include a 3 percentage point favorable impact from currency and significant declines in most major geographic regions, except for Asia, which declined only modestly. The traditional environmental and power systems businesses were flat to slightly down, and the OEM power electronics business experienced a decline in sales versus the prior year.

The heating, ventilating and air conditioning business reported sales of $693 million, an increase of 8 percent from the second quarter in the prior year, driven by continued penetration gains, market growth and an almost 3 percentage point impact from currency. Second quarter underlying sales reflect strong growth in Asia, solid growth in the European commercial market and modest growth in the United States.

A 3 percent increase in second quarter sales in the appliance and tools business compared to the prior year reflects a 2 percentage point favorable impact from currency and a 1 percentage point impact from acquisitions. Sales of $870 million for the second quarter also reflect a modest decline in underlying sales compared to the prior year, with results flat to slightly up across the tools and storage businesses, and a modest decline in the motors and appliance businesses. Although consumer housing-related markets have softened, Closetmaid growth remains strong.

Emerson has made the strategic business decision to discontinue the manufacture of bench top and stationary woodworking power tools and to license the RIDGID brand to top manufacturers in order to fulfill The Home Depot's future requirements. Emerson will remain a significant manufacturer of wet/dry vacuums, hand tools, and other products. This decision has no effect on RIDGID professional contractor and plumbing tools, which is a separate Emerson business.

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EMERSON ELECTRIC CO. AND SUBSIDIARIES                               FORM 10-Q

Cost of sales for the second quarter of fiscal 2003 and 2002 were $2,265 million and $2,232 million, respectively. Cost of sales as a percent of net sales was 65.1 percent and 65.2 percent in the first quarter of fiscal 2003 and 2002, respectively. For the six months ended March 31, 2003 and 2002, cost of sales were $4,360 million, or 64.9 percent of sales, and $4,357 million, or 64.9 percent of sales, respectively. Selling, general and administrative expenses for the second quarter of 2003 were $734 million, or 21.1 percent of sales, compared to $724 million, or 21.2 percent of sales, for the second quarter of 2002. For the six months ended March 31, 2003 and 2002, selling, general and administrative expenses were $1,454 million, or 21.6 percent of sales, compared with $1,472 million, or 21.9 percent of sales for the same period in the prior year. Emerson continues to leverage information technology to achieve operational efficiencies that make it easier for customers to do business with the company and to improve the cost structure.

Other deductions, net for the six months ended March 31, 2003, included a gain from the divestiture of Intellution of $15 million in the first quarter, and ongoing costs for the rationalization of operations (including severance, shut-down, start-up, asset writedowns and other costs) of $65 million. Other deductions, net for the six months ended March 31, 2002, included a $93 million pre-tax gain from the ENI transaction in the second quarter, an $85 million gain from the Chromalox divestiture in the first quarter, and ongoing costs for the rationalization of operations of $108 million. Higher levels of rationalization in the prior year related to cost structure improvements in response to the difficult economic environment.

Income before income taxes for the second quarter of 2003 was $348 million, a 14 percent decrease from the prior year, reflecting lower gains from divestitures, partially offset by lower levels of rationalization costs in the second quarter of 2003. Second quarter earnings in the process control business of $89 million were down 6 percent compared to the prior year, primarily reflecting the lower sales volume. Higher sales and benefits from recent restructuring initiatives led to an increase in earnings of the industrial automation business of 19 percent. Electronics and telecommunications business earnings were $21 million, an increase of 18 percent over the prior year, despite lower sales. This increase was driven by the benefits from restructuring actions initiated over a year ago. Earnings of the heating, ventilating and air conditioning, and appliance and tools businesses were up 9 percent and 5 percent, respectively, over the prior year, primarily due to higher sales during the quarter.

Net earnings were $236 million and diluted earnings per common share were $0.56 for the three months ended March 31, 2003, decreases of 14 percent compared to the prior year period. Net earnings and earnings per share of $275 million and $0.65, respectively, for the three months ended March 31, 2002, include the impact of a pre-tax gain of $93 million from the ENI transaction. For the six months ended March 31, 2003, net earnings were $453 million and earnings per share were $1.08, decreases of 14 percent compared to net earnings and earnings per share before accounting change of $530 million and $1.26, respectively, for the six months ended March 31, 2002.

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EMERSON ELECTRIC CO. AND SUBSIDIARIES                               FORM 10-Q

Gains from divestitures for the six months ended March 31, 2003, were down $163 million from the prior year period.

Financial Condition

A comparison of key elements of the Company's financial condition at the end of the second quarter as compared to the end of the prior fiscal year follows:

The Company's interest coverage ratio (earnings before income taxes and cumulative effect of change in accounting principle and interest expense, divided by interest expense) was 6.4 times for the six months ended March 31, 2003, compared to 6.9 times for the same period one year earlier. In the first quarter of fiscal 2003, the Company issued $250 million of 4.625%
10-year notes and $250 million of 5% 12-year notes. The increase in working capital includes the impact of these long-term debt issuances. In April 2003, the Company issued $250 million of 4 1/2% 10-year notes.

Cash and equivalents increased by $225 million during the six months ended March 31, 2003. Cash flow provided by operating activities of $681 million and the cash flow provided by divestitures of businesses and other, net of $36 million were used primarily to decrease net borrowings by $46 million, pay dividends of $330 million and fund capital expenditures of $131 million. For the six months ended March 31, 2003, free cash flow of $550 million (operating cash flow of $681 million less capital expenditures of $131 million) was up 6 percent over free cash flow of $518 million (operating cash flow of $690 million less capital expenditures of $172 million) for the same period in the prior year, driven by improvements in working capital and lower capital spending.

The Company is in a strong financial position and has the resources available for reinvestment in existing businesses, strategic acquisitions and managing the capital structure on a short- and long-term basis.

Statements in this report that are not strictly historical may be "forward-looking" statements, which involve risks and uncertainties. These include economic and currency conditions, market demand, pricing, and competitive and technological factors, among others which are set forth in the "Safe Harbor Statement" of Exhibit 13 to the Company's Annual Report on Form 10-K for the year ended September 30, 2002, which is hereby incorporated by reference.

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EMERSON ELECTRIC CO. AND SUBSIDIARIES                               FORM 10-Q

Item 4. Controls and Procedures 

Based on an evaluation performed within 90 days of the date of this report, the registrant's certifying officers have concluded that the Company's disclosure controls and procedures were effective.

There have been no significant changes in internal controls or other factors that significantly affect these controls subsequent to the date of the evaluation.

PART II. OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders on February 4, 2003, matters described in the Notice of Annual Meeting of Stockholders dated December 16, 2003 were voted upon.

1.    The directors listed below were elected for terms ending in 2006       with voting for each as follows:

2.    The stockholders' proposal on sexual orientation failed by a vote       of 29,404,770 in favor to 262,939,200 against, with 11,553,796       abstaining.

Item 5. Other Information

Emerson's Audit Committee of the Board of Directors is comprised of the following independent directors:

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EMERSON ELECTRIC CO. AND SUBSIDIARIES                               FORM 10-Q

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits (Listed by numbers corresponding to the Exhibit Table of Item
    601 in Regulation S-K).

    12   Ratio of Earnings to Fixed Charges.

    99   Certifications pursuant to 18 U.S.C. Section 1350, as adopted          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K. Pursuant to Item 9, the Company filed Reports on     Form 8-K dated January 13, 2003, February 24, 2003 and March 27, 2003,     furnishing Regulation FD disclosures.

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 thereunto duly authorized. 

                                       EMERSON ELECTRIC CO.

Date: May 12, 2003             By /s/ Walter J. Galvin          
                                                                    
                                       Walter J. Galvin
                                       Executive Vice President
                                       and Chief Financial Officer

                                       (on behalf of the registrant and
                                       as Chief Financial Officer)

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