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 June 30, 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 June 30, 2003: 421,037,981 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 NINE MONTHS ENDED JUNE 30, 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
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                   NINE MONTHS ENDED JUNE 30, 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

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

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EMERSON ELECTRIC CO. AND SUBSIDIARIES                               FORM 10-Q

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

Net sales for the quarter ended June 30, 2003, were $3,573 million, a slight increase over net sales of $3,550 million for the quarter ended June 30, 2002. Net sales were $10,264 million for the nine months ended June 30, 2003, compared to net sales of $10,226 million for the same period a year ago. For the quarter, increases in the heating, ventilating and air conditioning and industrial automation businesses were partially offset by declines in the electronics and telecommunications and appliance and tools businesses. These consolidated results reflect a 5 percentage point favorable impact from currency and a less than 1 percentage point negative impact from divestitures, net of acquisitions. Underlying sales (which exclude acquisitions, divestitures and currency) for the third quarter decreased almost 4 percent, reflecting declines in the United States and Latin America, partially offset by a strong increase in Asia and a modest increase in Europe compared to the prior year.

Process control sales of $850 million in the third quarter of 2003 were in line with sales of $851 million for the same period a year ago. Sales include a positive impact from currency of 6 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 3 percent due to weakness in the United States and Latin America, partially offset by strong growth in Asia and solid growth in Europe. Process control continued its market penetration and geographic expansion despite the ongoing weakness in the U.S. market. Systems, services and solutions businesses continued growing with strong new project activity and displacement of competitors in the market.

The industrial automation business reported third quarter sales of $660 million, up 7 percent from $619 million for the third quarter in the prior year, the result of a 9 percentage point favorable impact from currency. A
2 percent decline in underlying sales reflects a decline in the United States, which was partially offset by a moderate increase in international sales, led by Europe. Most end markets have been stable, while the "wind-power" markets have experienced increases that have helped the generator business.

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EMERSON ELECTRIC CO. AND SUBSIDIARIES                               FORM 10-Q

Sales in the electronics and telecommunications business declined almost
7 percent to $574 million for the third quarter from $614 million for the same period in the prior year, including an almost 4 percentage point favorable impact from currency. There were significant declines in most major geographic regions, except for Asia, which declined only moderately. Although the systems business continues to experience declines, the embedded power business increased sequentially.

Heating, ventilating and air conditioning business sales increased almost
6 percent to $733 million, compared to $693 million in the third quarter in the prior year, driven by continued penetration gains, market growth and a
3 percentage point impact from currency. A 3 percent increase in third quarter underlying sales reflects strong growth in Latin America, Asia and the European commercial market, and slight growth in the United States. The combination of new wins, market dynamics, and higher efficiency regulations is driving long-term scroll technology penetration and growth.

Sales of $869 million in the appliance and tools business for the third quarter reflect a decline in underlying sales compared to the prior year. The 3 percent decrease in third quarter sales also includes a more than 2 percentage point favorable impact from currency and a nearly 1 percentage point impact from acquisitions. The motors and appliance component business declined significantly, while the construction and tools business declined modestly, partially resulting from exiting the manufacturing of power woodworking tools. The ClosetMaid consumer storage business continued with strong growth.

Cost of sales for the third quarter of fiscal 2003 and 2002 were $2,323 million and $2,324 million, respectively. Cost of sales as a percent of net sales was 65.0 percent and 65.5 percent in the third quarter of fiscal 2003 and 2002, respectively. For the nine months ended June 30, 2003 and 2002, cost of sales were $6,660 million, or 64.9 percent of sales, and $6,649 million, or 65.0 percent of sales, respectively. Selling, general and administrative expenses for the third quarter of 2003 were $734 million, or 20.6 percent of sales, compared to $712 million, or 20.0 percent of sales, for the third quarter of 2002. For the nine months ended June 30, 2003 and 2002, selling, general and administrative expenses were $2,182 million, or 21.2 percent of sales, compared with $2,175 million, or 21.3 percent of sales for the same period in the prior year.

Other deductions, net for the third quarter of 2003 of $127 million increased $98 million from $29 million for the third quarter in the prior year. This increase is primarily due to $37 million of lower gains from divestitures and the goodwill impairment charge of $54 million in the current year. The third quarter of the prior year included $46 million of gains from divestitures, including Daniel Valve. Other deductions, net for the nine months ended June 30, 2003 of $239 million increased $224 million from the same period in the prior year. This increase is primarily due to $200 million of lower divestiture gains and the $54 million impairment charge, which were partially offset by $49 million of lower costs for the rationalization of operations (including severance, shut-down, start-up, asset writedowns and other costs).

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EMERSON ELECTRIC CO. AND SUBSIDIARIES                               FORM 10-Q

The nine months ended June 30, 2003, included a $17 million gain from the first quarter divestiture of Intellution. The same period in the prior year included the Daniel Valve divestiture gain as well as a $93 million pretax gain from the second quarter ENI transaction and an $85 million gain from the first quarter divestiture of Chromalox. Higher costs for the rationalization of operations in the prior year related to cost structure improvements in response to the difficult economic environment.

Income from continuing operations before income taxes for the third quarter was $329 million compared to $428 million in the prior year, reflecting the increase in other deductions, net discussed above. Regarding third quarter segment results, earnings before interest and taxes in the process control business of $94 million were down 3 percent compared to $97 million in the prior year, reflecting higher costs for the rationalization of operations during the quarter. Higher sales and lower rationalization costs led to an increase in earnings of the industrial automation business of 19 percent to $85 million. Electronics and telecommunications business earnings were $40 million, an increase of 33 percent over the prior year, despite lower sales. This increase was driven by lower costs for rationalization. Heating, ventilating and air conditioning earnings increased 2 percent compared to the prior year primarily due to higher sales. Earnings of the appliance and tools business were down 13 percent from the p rior year due to lower sales and higher rationalization costs during the quarter.

Income taxes for the nine months ended June 30, 2003, were $271 million compared to $388 million for the prior year period. Income taxes were reduced $68 million and the effective tax rates for the three months and nine months ended June 30, 2003, were reduced 16 percentage points and 5 percentage points, respectively, by the tax benefits from the restructuring of the ETP business net of the impairment charge. Excluding these items, the rate is more indicative of the ongoing tax rate and is comparable to the 32 percent effective tax rate in the prior year.

Income from continuing operations for the third quarter of 2003 was $278 million, or $0.66 per share, compared to $286 million, or $0.68 per share, for the third quarter of 2002. For the nine months ended June 30, 2003 and 2002, income from continuing operations was $737 million, or $1.75 per share, and $819 million, or $1.95 per share, respectively. The decreases in continuing operations reflect lower gains from divestitures, partially offset by lower costs for the rationalization of operations and a $14 million ($0.03 per share) contribution from the tax benefits of the restructuring of the ETP business net of the impairment charge. See note 9.

Net earnings were $360 million and diluted earnings per share were $0.85 for the three months ended June 30, 2003, compared to net earnings and earnings per share of $281 million and $0.67, respectively, for the three months ended June 30, 2002. In May 2003, the Board of Directors approved a plan to restructure the Jordan business acquired in 2000, in which all but one of its businesses would be retained by Emerson and the Dura-Line fiber-optic conduit business would be sold. The increase in net earnings for the third quarter reflects the $82 million (including income tax benefit of $170 million), or $0.19 per share net gain from discontinued operations, related to the sale of

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EMERSON ELECTRIC CO. AND SUBSIDIARIES                               FORM 10-Q

Jordan stock including its Dura-Line operations. See note 9. For the nine months ended June 30, 2003, net earnings were $813 million and earnings per share were $1.93. Net earnings and earnings per share before accounting change were $811 million and $1.93, respectively, for the nine months ended June 30, 2002.

Financial Condition

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

The Company's interest coverage ratio (income from continuing operations before income taxes and interest expense, divided by interest expense) was 6.4 times for the nine months ended June 30, 2003, compared to 7.3 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. In the third quarter of fiscal 2003, the Company issued $250 million of 4 1/2% 10-year notes. The increase in working capital includes the impact of these long-term debt issuances.

Cash and equivalents increased by $328 million during the nine months ended June 30, 2003. Cash flow provided by operating activities of $891 million, cash flow provided by divestitures of businesses and other, net of $40 million and the increase in net borrowings of $60 million were used primarily to pay dividends of $496 million and fund capital expenditures of $213 million. For the nine months ended June 30, 2003, free cash flow of $678 million (operating cash flow of $891 million less capital expenditures of $213 million) was down 27 percent over free cash flow of $927 million (operating cash flow of $1,178 million less capital expenditures of $251 million) for the same period in the prior year, primarily due to the higher pension contribution made during the current period and changes in working capital.

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 

Emerson maintains a system of disclosure controls and procedures which are designed to ensure that information required to be disclosed by the Company in the reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms. Based on an evaluation performed, the Company's certifying officers have concluded that the disclosure controls and procedures were effective as of June 30, 2003, to provide reasonable assurance of the achievement of these objectives.

Notwithstanding the foregoing, there can be no assurance that the Company's disclosure controls and procedures will detect or uncover all failures of persons within the Company and its consolidated subsidiaries to disclose material information otherwise required to be set forth in the Company's reports.

There was no change in the Company's internal control over financial reporting during the quarter ended June 30, 2003, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. 

PART II. OTHER INFORMATION

Item 5. Other Information

In accordance with the Securities and Exchange Commission Release No.
33-8216, the following information, which is required to be provided under Item 11 of Form 8-K, is being provided under Item 5 of this Form 10-Q. Due to a change in the administrator (from Hewitt/Northern Trust to Putnam) for the Emerson Electric Co. ("Emerson") Employee Savings Investment Plan, Retirement Savings Plan, Profit Sharing Retirement Plan and Supplemental Executive Savings Investment Plan (the "Plans"), limitations were imposed on Emerson stock transactions within the Plans during a brief transition period. Specifically, no transactions in Emerson stock were permitted between May 29, 2003 and June 2, 2003 (the "Blackout Period"). Under Regulation BTR, securities transactions by Emerson directors and executive officers were restricted during the Blackout Period. A notice to this effect provided to Emerson's directors and executive officers prior to the Blackout Period is included as Exhibit 99 to this filing and incorporated herein by reference. The date Emerson received the notice required by sec tion 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974 was April 29, 2003.

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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).

    4    Emerson agrees to furnish to the Securities and Exchange Commission,          upon request, copies of any long-term debt instruments that          authorize an amount of securities constituting 10% or less of the          total assets of Emerson and its subsidiaries on a consolidated          basis.

   31    Certifications pursuant to Exchange Act Rule 13a-14(a).

   32    Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C.          Section 1350.

   99    Notice of temporary suspension of trading under the Company's          employee benefit plans.

(b) Reports on Form 8-K. Pursuant to Items 7 and 9, the Company filed a     Report on Form 8-K dated May 6, 2003, to furnish the press release for     the second quarter of fiscal 2003 under Item 12, "Results of Operations     and Financial Condition" and to furnish Regulation FD disclosures.     Pursuant to Item 9, the Company filed Reports on Form 8-K dated May 27,     2003 and June 26, 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: August 7, 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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