AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 18, 1999
                  Registration Statement No. 333-_______________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM S-8
                             Registration Statement
                                    Under the
                             Securities Act of 1933
        -----------------------------------------------------------------

                              EMERSON ELECTRIC CO.
             (Exact Name of Registrant as Specified in Its Charter)

             Missouri                                       43-0259330
    (State or Other Jurisdiction                          (IRS Employer
  of Incorporation or Organization)                     Identification No.)

                                 8000 West Florissant
                            St. Louis, Missouri 63136
                        (Address, Including Zip Code, of
                    Registrant's Principal Executive Offices)


            Astec (BSR) Plc 1991 Senior Executive Share Option Scheme
       Astec (BSR) Plc United States Senior Executive Share Option Scheme
                            (Full Title of the Plans)
                              Harley M. Smith, Esq.
                Assistant General Counsel and Assistant Secretary
                              Emerson Electric Co.
                           8000 West Florissant Avenue
                            St. Louis, Missouri 63043
                                 (314) 553-2431
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

<TABLE>

<CAPTION>
                         CALCULATION OF REGISTRATION FEE
----------------------- --------------------- -------------------- --------------------- --------------------
<S>                        <C>                  <C>                  <C>                    <C>  
                                                 Proposed Maximum     Proposed Maximum
Title of Securities        Amount to be         Offering Price Per   Aggregate Offering        Amount of
to be Registered (1)        Registered             Share (2)             Price (2)          Registration Fee
----------------------- --------------------- -------------------- --------------------- --------------------
----------------------- --------------------- -------------------- --------------------- --------------------
  Common Stock and         71,106 Shares (3)       $34.0247              $2,419,361               $673
   Preferred Stock
   Purchase Rights
----------------------- --------------------- -------------------- --------------------- --------------------
</TABLE>

(1)    Preferred Stock Purchase Rights are attached to and trade with the Common
       Stock,  par value $.50 of the  Registrant  (the  "Common  Stock").  Value
       attributable  to  such  Preferred  Stock  Purchase  Rights,  if  any,  is
       reflected in the market price of the Common Stock.
(2)    Computed  pursuant to Rule 457(h) under the Securities Act of 1933 solely
       for the purpose of determining the registration fee. The proposed maximum
       aggregate  offering  price is  computed  upon the  basis of the  weighted
       average of the prices at which the options may be exercised.
(3)    This Registration  Statement also covers such additional shares of Common
       Stock as may be issuable pursuant to antidilution provisions.


<PAGE>
                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  The  following   documents  filed  by  Emerson   Electric  Co.
("Emerson" or the "Registrant")  pursuant to the Securities Exchange Act of 1934
("1934  Act") (File No.  001-00278)  are  incorporated  by  reference  into this
Registration Statement:

                  (a) Annual  Report on Form 10-K for the year  ended  September
                      30, 1998.

                  (b) Quarterly   Report   on   Form  10-Q for the quarter ended
                      December 31, 1998.

                  (c) Current  Report on Form 8-K dated  and  filed  October  6,
                      1998.

                  (d) The description of Emerson's  Common Stock as contained in
                      Emerson's  1934 Act  Registration  Statement on Form 10 as
                      amended under cover of Form 8 on January 19, 1981.

                  (e) The  description  of Emerson's  Preferred  Stock  Purchase
                      Rights  which  is   contained   in   Emerson's   1934  Act
                      Registration Statement on Form 8-A dated and filed October
                      6, 1998.

                  All  documents  subsequently  filed  by  Emerson  pursuant  to
Sections  13(a),  13(c),  14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing such  documents.  Any  statement  contained  in a
document  incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.

Item 4.  Description of Securities.

                  The  securities  to be offered are  registered  under  Section
12(b) of the 1934 Act.

Item 5.  Interest of Named Experts and Counsel.

                  H. M. Smith,  whose  opinion is contained in Exhibit 5.1, owns
shares of the Registrant's  Common Stock and holds options to purchase shares of
such Common Stock.

Item 6.  Indemnification of Directors and Officers.

                  The Registrant is a Missouri corporation. Section 351.355.1 of
the Revised  Statutes of Missouri  provides that a  corporation  may indemnify a
director,  officer,  employee or agent of the corporation in any action, suit or
proceeding other than an action by or in  the right  of the corporation, against

                                      II-1

<PAGE>

expenses (including  attorneys' fees),  judgments,  fines and settlement amounts
actually and reasonably  incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the corporation  and, with respect
to any  criminal  action,  had no  reasonable  cause to believe  his conduct was
unlawful. Section 351.355.2 provides that the corporation may indemnify any such
person  in any  action  or suit by or in the  right of the  corporation  against
expenses  (including  attorneys'  fees)  and  settlement  amounts  actually  and
reasonably  incurred by him in connection  with the defense or settlement of the
action or suit if he acted in good faith and in a manner he reasonably  believed
to be in or not opposed to the best interests of the corporation, except that he
may not be indemnified in respect of any claim,  issue or matter in which he has
been adjudged liable for negligence or misconduct in the performance of his duty
to the corporation,  unless authorized by the court.  Section 351.355.3 provides
that a corporation  shall indemnify any such person against expenses  (including
attorneys' fees) actually and reasonably  incurred by him in connection with the
action,  suit or proceeding if he has been successful in defense of such action,
suit or proceeding  and if such action,  suit or proceeding is one for which the
corporation  may  indemnify him under  Section  351.355.1 or 351.355.2.  Section
351.355.7  provides that a corporation  shall have the power to give any further
indemnity to any such person, in addition to the indemnity otherwise  authorized
under Section 351.355, provided such further indemnity is either (i) authorized,
directed or provided for in the articles of  incorporation of the corporation or
any duly adopted amendment  thereof or (ii) is authorized,  directed or provided
for in any bylaw or  agreement  of the  corporation  which has been adopted by a
vote of the  shareholders  of the  corporation,  provided that no such indemnity
shall indemnify any person from or on account of such person's conduct which was
finally adjudged to have been knowingly  fraudulent,  deliberately  dishonest or
willful misconduct.

                  At the Annual  Meeting of  Shareholders  held on February  10,
1987, the shareholders adopted indemnification  agreements with the directors of
the Registrant and amendments to the bylaws of the Registrant which  incorporate
indemnity provisions permitted by Section 351.355.7 described above. The amended
By-Laws  provide that the  Registrant  will indemnify its directors and officers
against  all  expenses  (including  attorneys'  fees),   judgments,   fines  and
settlement amounts, paid or incurred in any action or proceeding,  including any
action by or on behalf of the  Registrant,  on  account  of their  service  as a
director or officer of the  Registrant,  any subsidiary of the Registrant or any
other  company or  enterprise  when they are serving in such  capacities  at the
request of the  Registrant,  excepting  only cases where (i) the conduct of such
person is adjudged to be knowingly fraudulent, deliberately dishonest or willful
misconduct,   (ii)  a  final  court   adjudication  shall  determine  that  such
indemnification  is not lawful,  (iii) judgment is rendered  against such person
for an  accounting  of profits made from a purchase or sale of securities of the
Registrant in violation of Section 16(b) of the Securities  Exchange Act of 1934
or of any similar statutory law, or (iv) any remuneration paid to such person is
adjudicated  to have  been  paid in  violation  of law.  Such  person  shall  be
indemnified  only to the extent that the  aggregate  of loses to be  indemnified
exceeds the amount of such  losses for which the  director or officer is insured
pursuant to any directors' or officers' liability insurance policy maintained by
the Registrant.

                  The Registrant  maintains  directors' and officers'  liability
insurance.


                                      II-2
<PAGE>


Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Reference is made to the Exhibit Index.

Item 9.  Undertakings.

         (a) The undersigned registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

                    (i) To include any prospectus  required by Section  10(a)(3)
               of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
               arising after the effective  date of the  registration  statement
               (or the most  recent  post-effective  amendment  thereof)  which,
               individually or in the aggregate,  represent a fundamental change
               in the  information  set  forth  in the  registration  statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement;

                    (iii) To include any  material  information  with respect to
               the  plan  of  distribution  not  previously   disclosed  in  the
               registration statement or any material change to such information
               in the registration statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the registration  statement is on Form S-3 or Form S-8, and the information
     required to be included in a  post-effective  amendment by those paragraphs
     is  contained  in  periodic  reports  filed by the  registrant  pursuant to
     Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment


                                      II-3
<PAGE>

     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

                  (b) The undersigned  registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report pursuant to Section 13(a) or 15(d) of
the Securities  Exchange Act of 1934 (and, where  applicable,  each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification  for liabilities  arising under
the  Securities  Act of  1933  may be  permitted  to  directors,  officers,  and
controlling persons of the registrant pursuant to the foregoing  provisions,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses incurred or paid by a director,  officer,  or controlling
person of the  registrant  in the  successful  defense of any action,  suit,  or
proceeding) is asserted by such  director,  officer,  or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                      II-4

<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the County of St. Louis, State of Missouri, on February 18, 1999.

                                          EMERSON ELECTRIC CO.

                                          By:   /s/  W. J. Galvin
                                             -----------------------------------
                                              W. J. Galvin
                                              Senior Vice President-Finance and
                                              Chief Financial Officer

                                POWER OF ATTORNEY

         Each  person  whose signature  appears  below  hereby  constitutes  and
appoints W. J. Galvin, W. W. Withers and H. M. Smith, and each of them, his true
and lawful  attorneys-in-fact  and agents,  with full power of substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and supplements to this Registration  Statement,  and to file the same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission,  and hereby grants to such attorneys-in-fact
and agents,  and each of them,  full power and  authority to do and perform each
and every act and thing  requisite  and  necessary  to be done,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by or on behalf of the  following
persons in the capacities indicated on February 2, 1999.

         Signature                                    Title


     /s/ Charles F. Knight          Chairman of the Board and  Chief  Executive
----------------------------------- Office and Director
         C. F. Knight


       /s/ W. J. Galvin             Senior  Vice  President-Finance  and  Chief
----------------------------------- Financial Officer (Chief Accounting Officer)
         W. J. Galvin


       /s/ J. G. Berges             Director
-----------------------------------
         J. G. Berges


                                      II-5
<PAGE>

     /s/ L. L. Browning, Jr.         Director
-----------------------------------
       L. L. Browning, Jr.


       /s/ A. A. Busch III           Director
-----------------------------------
        A. A. Busch, III


        /s/ D. C. Farrell            Director
-----------------------------------
          D. C. Farrell


        /s/ J. A. Frates             Director
-----------------------------------
          J. A. Frates


        /s/ R. B. Horton             Director
-----------------------------------
          R. B. Horton


         /s/ G. A. Lodge             Director
-----------------------------------
           G. A. Lodge


      /s/ V. R. Loucks, Jr.          Director
-----------------------------------
        V. R. Loucks, Jr.


         /s/ R. B. Loynd             Director
-----------------------------------
           R. B. Loynd


        /s/ R. L. Ridgway            Director
-----------------------------------
          R. L. Ridgway


                                     Director
-----------------------------------
          R. W. Staley



         /s/ A. E. Suter             Director
-----------------------------------
           A. E. Suter


                                      II-6
<PAGE>

         /s/ G. W. Tamke             Director
-----------------------------------
           G. W. Tamke


       /s/ W. M. Van Cleve           Director
-----------------------------------
         W. M. Van Cleve


    /s/ E. E. Whitacre, Jr.          Director
-----------------------------------
        E. E. Whitacre, Jr.


                                      II-7
<PAGE>


                              EMERSON ELECTRIC CO.

                                  EXHIBIT INDEX

        Exhibit
        Number        Description
   ------------------ ----------------------------------------------------------

          4.1         Restated    Articles   of    Incorporation   of   Emerson,
                      incorporated  by reference to Emerson's  Form 10-Q for the
                      quarter ended March 31, 1997, Exhibit 3(a).

          4.2         Certificate  of  Designation,  Preferences  and  Rights of
                      Series   B   Junior    Participating    Preferred   Stock,
                      incorporated  by reference  to  Emerson's  1998 Form 10-K,
                      Exhibit 3(a).

          4.3         Rights   Agreement   dated  as  of   November   1,   1998,
                      incorporated  by reference to  Emerson's  Form 8-A,  dated
                      October 6, 1998, Exhibit 1.

          4.4         Bylaws  of Emerson, incorporated by reference to Emerson's
                      1998 Form 10-K, Exhibit 3(b).

          5.1         Opinion of Counsel of Emerson Electric Co.

         23.1         Consent of KPMG LLP.

         24.1         Power of Attorney (included in Signature Page).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21460}]
{"company-data": {"conformed-name": "EMERSON ELECTRIC CO", "cik": "0000032604", "assigned-sic": "3823", "irs-number": "430259330", "state-of-incorporation": "MO", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72591", "film-number": "99545465"}, "business-address": {"street1": "8000 W FLORISSANT AVE", "street2": "P O BOX 4100", "city": "ST LOUIS", "state": "MO", "zip": "63136", "phone": "3145532000"}, "mail-address": {"street1": "8000 W. FLORISSANT", "street2": "P.O. BOX 4100", "city": "ST LOUIS", "state": "MO", "zip": "63136"}, "former-company": {"former-conformed-name": "EMERSON ELECTRIC MANUFACTUING CO", "date-changed": "19730710"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 18, 1999
                  Registration Statement No. 333-_______________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM S-8
                             Registration Statement
                                    Under the
                             Securities Act of 1933
        -----------------------------------------------------------------

                              EMERSON ELECTRIC CO.
             (Exact Name of Registrant as Specified in Its Charter)

             Missouri                                       43-0259330
    (State or Other Jurisdiction                          (IRS Employer
  of Incorporation or Organization)                     Identification No.)

                                 8000 West Florissant
                            St. Louis, Missouri 63136
                        (Address, Including Zip Code, of
                    Registrant's Principal Executive Offices)

            Astec (BSR) Plc 1991 Senior Executive Share Option Scheme
       Astec (BSR) Plc United States Senior Executive Share Option Scheme
                            (Full Title of the Plans)
                              Harley M. Smith, Esq.
                Assistant General Counsel and Assistant Secretary
                              Emerson Electric Co.
                           8000 West Florissant Avenue
                            St. Louis, Missouri 63043
                                 (314) 553-2431
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
----------------------- --------------------- -------------------- --------------------- --------------------
Proposed Maximum     Proposed Maximum
Title of Securities        Amount to be         Offering Price Per   Aggregate Offering        Amount of
to be Registered (1)        Registered             Share (2)             Price (2)          Registration Fee
----------------------- --------------------- -------------------- --------------------- --------------------
----------------------- --------------------- -------------------- --------------------- --------------------
  Common Stock and         71,106 Shares (3)       $34.0247              $2,419,361               $673
   Preferred Stock
   Purchase Rights
----------------------- --------------------- -------------------- --------------------- --------------------
(1)    Preferred Stock Purchase Rights are attached to and trade with the Common
       Stock,  par value $.50 of the  Registrant  (the  "Common  Stock").  Value
       attributable  to  such  Preferred  Stock  Purchase  Rights,  if  any,  is
       reflected in the market price of the Common Stock.
(2)    Computed  pursuant to Rule 457(h) under the Securities Act of 1933 solely
       for the purpose of determining the registration fee. The proposed maximum
       aggregate  offering  price is  computed  upon the  basis of the  weighted
       average of the prices at which the options may be exercised.
(3)    This Registration  Statement also covers such additional shares of Common
       Stock as may be issuable pursuant to antidilution provisions.
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  The  following   documents  filed  by  Emerson   Electric  Co.
("Emerson" or the "Registrant")  pursuant to the Securities Exchange Act of 1934
("1934  Act") (File No.  001-00278)  are  incorporated  by  reference  into this
Registration Statement:

                  (a) Annual  Report on Form 10-K for the year  ended  September
                      30, 1998.

                  (b) Quarterly   Report   on   Form  10-Q for the quarter ended
                      December 31, 1998.

                  (c) Current  Report on Form 8-K dated  and  filed  October  6,
                      1998.

                  (d) The description of Emerson's  Common Stock as contained in
                      Emerson's  1934 Act  Registration  Statement on Form 10 as
                      amended under cover of Form 8 on January 19, 1981.

                  (e) The  description  of Emerson's  Preferred  Stock  Purchase
                      Rights  which  is   contained   in   Emerson's   1934  Act
                      Registration Statement on Form 8-A dated and filed October
                      6, 1998.

                  All  documents  subsequently  filed  by  Emerson  pursuant  to
Sections  13(a),  13(c),  14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing such  documents.  Any  statement  contained  in a
document  incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.

Item 4.  Description of Securities.

                  The  securities  to be offered are  registered  under  Section
12(b) of the 1934 Act.

Item 5.  Interest of Named Experts and Counsel.

                  H. M. Smith,  whose  opinion is contained in Exhibit 5.1, owns
shares of the Registrant's  Common Stock and holds options to purchase shares of
such Common Stock.

Item 6.  Indemnification of Directors and Officers.

                  The Registrant is a Missouri corporation. Section 351.355.1 of
the Revised  Statutes of Missouri  provides that a  corporation  may indemnify a
director,  officer,  employee or agent of the corporation in any action, suit or
proceeding other than an action by or in  the right  of the corporation, against

                                      II-1
expenses (including  attorneys' fees),  judgments,  fines and settlement amounts
actually and reasonably  incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he  reasonably  believed to
be in or not opposed to the best interests of the corporation  and, with respect
to any  criminal  action,  had no  reasonable  cause to believe  his conduct was
unlawful. Section 351.355.2 provides that the corporation may indemnify any such
person  in any  action  or suit by or in the  right of the  corporation  against
expenses  (including  attorneys'  fees)  and  settlement  amounts  actually  and
reasonably  incurred by him in connection  with the defense or settlement of the
action or suit if he acted in good faith and in a manner he reasonably  believed
to be in or not opposed to the best interests of the corporation, except that he
may not be indemnified in respect of any claim,  issue or matter in which he has
been adjudged liable for negligence or misconduct in the performance of his duty
to the corporation,  unless authorized by the court.  Section 351.355.3 provides
that a corporation  shall indemnify any such person against expenses  (including
attorneys' fees) actually and reasonably  incurred by him in connection with the
action,  suit or proceeding if he has been successful in defense of such action,
suit or proceeding  and if such action,  suit or proceeding is one for which the
corporation  may  indemnify him under  Section  351.355.1 or 351.355.2.  Section
351.355.7  provides that a corporation  shall have the power to give any further
indemnity to any such person, in addition to the indemnity otherwise  authorized
under Section 351.355, provided such further indemnity is either (i) authorized,
directed or provided for in the articles of  incorporation of the corporation or
any duly adopted amendment  thereof or (ii) is authorized,  directed or provided
for in any bylaw or  agreement  of the  corporation  which has been adopted by a
vote of the  shareholders  of the  corporation,  provided that no such indemnity
shall indemnify any person from or on account of such person's conduct which was
finally adjudged to have been knowingly  fraudulent,  deliberately  dishonest or
willful misconduct.

                  At the Annual  Meeting of  Shareholders  held on February  10,
1987, the shareholders adopted indemnification  agreements with the directors of
the Registrant and amendments to the bylaws of the Registrant which  incorporate
indemnity provisions permitted by Section 351.355.7 described above. The amended
By-Laws  provide that the  Registrant  will indemnify its directors and officers
against  all  expenses  (including  attorneys'  fees),   judgments,   fines  and
settlement amounts, paid or incurred in any action or proceeding,  including any
action by or on behalf of the  Registrant,  on  account  of their  service  as a
director or officer of the  Registrant,  any subsidiary of the Registrant or any
other  company or  enterprise  when they are serving in such  capacities  at the
request of the  Registrant,  excepting  only cases where (i) the conduct of such
person is adjudged to be knowingly fraudulent, deliberately dishonest or willful
misconduct,   (ii)  a  final  court   adjudication  shall  determine  that  such
indemnification  is not lawful,  (iii) judgment is rendered  against such person
for an  accounting  of profits made from a purchase or sale of securities of the
Registrant in violation of Section 16(b) of the Securities  Exchange Act of 1934
or of any similar statutory law, or (iv) any remuneration paid to such person is
adjudicated  to have  been  paid in  violation  of law.  Such  person  shall  be
indemnified  only to the extent that the  aggregate  of loses to be  indemnified
exceeds the amount of such  losses for which the  director or officer is insured
pursuant to any directors' or officers' liability insurance policy maintained by
the Registrant.

                  The Registrant  maintains  directors' and officers'  liability
insurance.

                                      II-2
Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Reference is made to the Exhibit Index.

Item 9.  Undertakings.

         (a) The undersigned registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this registration statement:

                    (i) To include any prospectus  required by Section  10(a)(3)
               of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
               arising after the effective  date of the  registration  statement
               (or the most  recent  post-effective  amendment  thereof)  which,
               individually or in the aggregate,  represent a fundamental change
               in the  information  set  forth  in the  registration  statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the  changes  in volume  and price  represent  no more than a 20%
               change in the maximum  aggregate  offering price set forth in the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               registration statement;

                    (iii) To include any  material  information  with respect to
               the  plan  of  distribution  not  previously   disclosed  in  the
               registration statement or any material change to such information
               in the registration statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the registration  statement is on Form S-3 or Form S-8, and the information
     required to be included in a  post-effective  amendment by those paragraphs
     is  contained  in  periodic  reports  filed by the  registrant  pursuant to
     Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment

                                      II-3
any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

                  (b) The undersigned  registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report pursuant to Section 13(a) or 15(d) of
the Securities  Exchange Act of 1934 (and, where  applicable,  each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  (c) Insofar as indemnification  for liabilities  arising under
the  Securities  Act of  1933  may be  permitted  to  directors,  officers,  and
controlling persons of the registrant pursuant to the foregoing  provisions,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses incurred or paid by a director,  officer,  or controlling
person of the  registrant  in the  successful  defense of any action,  suit,  or
proceeding) is asserted by such  director,  officer,  or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the County of St. Louis, State of Missouri, on February 18, 1999.

                                          EMERSON ELECTRIC CO.

                                          By:   /s/  W. J. Galvin
                                             -----------------------------------
                                              W. J. Galvin
                                              Senior Vice President-Finance and
                                              Chief Financial Officer

                                POWER OF ATTORNEY

         Each  person  whose signature  appears  below  hereby  constitutes  and
appoints W. J. Galvin, W. W. Withers and H. M. Smith, and each of them, his true
and lawful  attorneys-in-fact  and agents,  with full power of substitution  and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and supplements to this Registration  Statement,  and to file the same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange Commission,  and hereby grants to such attorneys-in-fact
and agents,  and each of them,  full power and  authority to do and perform each
and every act and thing  requisite  and  necessary  to be done,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by or on behalf of the  following
persons in the capacities indicated on February 2, 1999.

         Signature                                    Title

     /s/ Charles F. Knight          Chairman of the Board and  Chief  Executive
----------------------------------- Office and Director
         C. F. Knight

       /s/ W. J. Galvin             Senior  Vice  President-Finance  and  Chief
----------------------------------- Financial Officer (Chief Accounting Officer)
         W. J. Galvin

       /s/ J. G. Berges             Director
-----------------------------------
         J. G. Berges

                                      II-5
/s/ L. L. Browning, Jr.         Director
-----------------------------------
       L. L. Browning, Jr.

       /s/ A. A. Busch III           Director
-----------------------------------
        A. A. Busch, III

        /s/ D. C. Farrell            Director
-----------------------------------
          D. C. Farrell

        /s/ J. A. Frates             Director
-----------------------------------
          J. A. Frates

        /s/ R. B. Horton             Director
-----------------------------------
          R. B. Horton

         /s/ G. A. Lodge             Director
-----------------------------------
           G. A. Lodge

      /s/ V. R. Loucks, Jr.          Director
-----------------------------------
        V. R. Loucks, Jr.

         /s/ R. B. Loynd             Director
-----------------------------------
           R. B. Loynd

        /s/ R. L. Ridgway            Director
-----------------------------------
          R. L. Ridgway

                                     Director
-----------------------------------
          R. W. Staley

         /s/ A. E. Suter             Director
-----------------------------------
           A. E. Suter

                                      II-6
/s/ G. W. Tamke             Director
-----------------------------------
           G. W. Tamke

       /s/ W. M. Van Cleve           Director
-----------------------------------
         W. M. Van Cleve

    /s/ E. E. Whitacre, Jr.          Director
-----------------------------------
        E. E. Whitacre, Jr.

                                      II-7
EMERSON ELECTRIC CO.

                                  EXHIBIT INDEX

        Exhibit
        Number        Description
   ------------------ ----------------------------------------------------------

          4.1         Restated    Articles   of    Incorporation   of   Emerson,
                      incorporated  by reference to Emerson's  Form 10-Q for the
                      quarter ended March 31, 1997, Exhibit 3(a).

          4.2         Certificate  of  Designation,  Preferences  and  Rights of
                      Series   B   Junior    Participating    Preferred   Stock,
                      incorporated  by reference  to  Emerson's  1998 Form 10-K,
                      Exhibit 3(a).

          4.3         Rights   Agreement   dated  as  of   November   1,   1998,
                      incorporated  by reference to  Emerson's  Form 8-A,  dated
                      October 6, 1998, Exhibit 1.

          4.4         Bylaws  of Emerson, incorporated by reference to Emerson's
                      1998 Form 10-K, Exhibit 3(b).

          5.1         Opinion of Counsel of Emerson Electric Co.

         23.1         Consent of KPMG LLP.

         24.1         Power of Attorney (included in Signature Page).