UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
ATTENTION:
Transmit for filing 3 copies of this form concurrently with either
placing an order with a broker to execute sale or executing a sale
directly with a market maker
__________________________________________________________________
Electro-Sensors Inc.
1(a)NAME OF ISSUER (Please type or print)
41-0943459
1(b)IRS IDENT. NO.
0-9587
1(c)S.E.C. FILE NO.
6111 Blue Circle Drive Minnetonka, MN 55343-9108
1(d)ADDRESS OF ISSUER STREET CITY STATE ZIP CODE
952-930-0100
1(e)TELEPHONE
Geoffrey Miller
2(a)NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD
***-**-****
2(b)IRS IDENT. NO.
Director
2(c)RELATIONSHIP TO ISSUER
12735 42nd Place N Plymouth, MN 55442
2(d)ADDRESS STREET CITY, STATE ZIP CODE
_____________________________________________________________________
INSTRUCTION: The person filing this notice should contact
the issuer to obtain the I.R.S. identification Number
and the S.E.C. File Number.
_____________________________________________________________________
Common
3(a)Title of the Class of Securities To Be Sold
Edward D. Jones & Co.
700 Maryville Centre Drive
St. Louis, MO 63141
3(b)Name and Address of Each Broker Through whom the Securities
Are To Be Offered or Each Market Maker who Is
Acquiring the Securities
SEC USE ONLY
Broker - Dealer File Number
12,000
3(c)Number of Shares Other units To Be Sold (See instr.3(c))
$ 71,500
(d)Aggregate Market Value (See instr.3(d))
3,341,852
(e)Number of Shares or Other Units Outstanding (See instr.3(e))
05/31/2006
(f)Approximate Date of Sale (See instr.3(f))
OTC
(g)Name of Each Securities Exchange(See instr. 3(g))
_____________________________________________________________________
INSTRUCTIONS:
1(a)Name of issuer
(b)Issuer's I.R.S. Identification Number
(c)Issuer's S.E.C. file number, if any
(d)Issuer's address, including zip code
(e)Issuer's telephone number including area code
2(a)Name of person for whose account the securities are to
be sold
(b)Such person's I.R.S. identification number, if such a
person is an entity
(c)Such person's relationship to the issuer (e.g., officer,
director, 10% stockholder or member of immediate family of
any of the foregoing)
(d)Such person's address, including zip code
3(a)Title of the class of securities to be sold
(b)Name and address of each broker through whom the
securities are intended to be sold
(c)Number of shares or other units to be sold (if, debt
securities, give the aggregate face amount)
(d)Aggregate market value of the securities to be sold
as of a specified date within 10 days are to be
sold prior to the filing of this notice
(e)Number of shares or other units of the class such
person is an entity outstanding, or if debt
securities the face amount thereof outstanding, as
shown by the most recent report or statement
published by the issuer
(f)Approximate date on which the securities are to be sold
(g)Name of each securities exchange, if any, on which
the securities are intended to be sold
_____________________________________________________________________
TABLE I; SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of
the securities to be sold and with respect to the payment of all or
any part of the purchase price or other consideration therefor:
_____________________________________________________________________
Common
Title of the Class
Exercised on 4/28/2006 - Granted between 4/28/1999 & 4/17/2002
Date you Acquired
Stock Option Exercise
Nature of Acquisition Transaction (if gift, also give date donor
acquired)
Electro-Sensors, Inc.
Name of Person from Whom Acquired
12,000
Amount of Securities Acquired
04/28/2006
Date of Payment
Cash
Nature of Payment
_____________________________________________________________________
INSTRUCTIONS:
1.If the securities were purchased and full payment therefor was no
made in cash at the time of purchase, explain in the table or in a
note thereto the nature of the consideration given. If the
consideration consisted of any note or other obligation, or if
payment was made in installments describe the arrangement and
state when the note or other obligation was discharged in full
or the last installment paid.
2.If within two years after the acquisition of the securities the
person for whose account they are to be sold had any short
positions, put or other option to dispose of securities referred
to in paragraph (d)(3) of Rule 144, furnish full information with
respect thereto.
_____________________________________________________________________
TABLE II; SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer
sold during the past 3 months by the person for whose account the
securities are to be sold.
_____________________________________________________________________
Name and Address Title of Date of Amount of Gross
of Seller Securities Sale Securities Proceeds
Sold Sold
_________________ __________ ________ _________ _________
None
_____________________________________________________________________
REMARKS:
INSTRUCTIONS:
See the definition of "person" in paragraph (a) of Rule 144.
Information is to be given not only as to the person for whose
account the securities are to be sold but also as to all other
persons included in that definition. In addition, information
shall be given as to sales by all persons whose sales are
required by paragraph (e) of Rule 144 to be aggregated with
sales for the account of the person filing this notice.
ATTENTION:
The person for whose account the securities to which this notice
relates are to be sold hereby represents by signing this notice
that he does not know any material adverse information in
regard to the current and prospective operations of the Issuer
of the securities to be sold which has not been publicly
disclosed.
05/31/06 /s/ Geoffrey Miller
________________ ______________________________________________
DATE OF NOTICE (SIGNATURE)
The notice shall be signed by the person for whose account the
securities are to be sold. At least one copy of the notice shall
be manually signed. Any copies not manually signed shall bear
typed or printed signatures
ATTENTION:
Intentional misstatements or omission of facts constitute
Federal Criminal Violations (See 18 U.S.C. 1001)