As Filed with the Securities and Exchange Commission on February 26, 1998
                                                      Registration 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
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   43-0259330
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)
              
                 
                           8000 West Florissant Avenue
                            St. Louis, Missouri 63136
--------------------------------------------------------------------------------
   (Address, including zip code, of registrant's principal executive offices)

                   EMERSON ELECTRIC CO. 1998 STOCK OPTION PLAN
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                              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>
===================================================================================================================
                                                CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                  Proposed Maximum        Proposed Maximum
Title of Securities to       Amount to be        Offering Price Per      Aggregate Offering          Amount of
   be Registered(1)           Registered              Share(2)                Price(2)           Registration Fee
------------------------ ---------------------- ---------------------- ----------------------- --------------------
<S>                      <C>                    <C>                    <C>                     <C>
     Common Stock
  and Preferred Stock
    Purchase Rights      8,000,000 Shares (3)          $62.00               $496,000,000             $146,320
===================================================================================================================

(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
     offering price  represents the average of the high and low market prices of
     the Common Stock on the New York Stock Exchange on February 24, 1998.

(3)  This  Registration  Statement also covers such additional  shares of Common
     Stock as may be issuable pursuant to antidilution provisions.
</TABLE>

<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, 1997.

     (b)  Quarterly Report on Form 10-Q for the quarter ended December 31, 1997.

     (c)  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. (d) The description of Emerson's Preferred
          Stock  Purchase  Rights  which  is  contained  in  Emerson's  1934 Act
          Registration  Statement  on  Form  8-A  dated  November  3,  1988  and
          Technical  Amendments to Rights  Agreement,  filed with Form 8-K dated
          October 17, 1997.

     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  expenses
(including  attorneys' fees),  judgments,  fines and settlement amounts actually
and  reasonably  incurred  by  him in  connection  with  such  action,  suit  or

                                      II-1
<PAGE>

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

                                      II-3
<PAGE>

     (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 3, 1998.

                                   EMERSON ELECTRIC CO.

                                   By:   /s/ W. J. Galvin
                                      ----------------------------
                                      W. J. Galvin
                                      Senior Vice President-Finance

                                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 3, 1998.

       Signature                                     Title
       ---------                                     -----

/s/ C. F. Knight               Chairman of the Board and Chief Executive Officer
---------------------------    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


/s/ R. W. Staley               Director
---------------------------
    R. W. Staley


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

<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-6
<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        Bylaws of Emerson incorporated by reference to Emerson's 1997 Form
           10-K, Exhibit 3(b).

4.3        Rights Agreement dated as of November 1, 1998(incorporated by
           reference to Emerson's Form 8-K, dated November 1, 1988, Exhibits 1
           and 2)as amended by the First Amendment to Rights Agreement
           incorporated by reference to Emerson's Form 8-K, dated October 7,
           1997, Exhibit 4).

5.1        Opinion of Counsel to Emerson Electric Co.

23.1       Consent of KPMG Peat Marwick LLP.

23.2       Consent of Counsel to Emerson Electric Co. (included in Exhibit 5.1).

24.1       Power of Attorney (included in Signature Page).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21063}]
{"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": "333-46919", "film-number": "98549878"}, "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 26, 1998
                                                      Registration 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
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   43-0259330
--------------------------------------------------------------------------------
                      (I.R.S. Employer Identification No.)
              
                 
                           8000 West Florissant Avenue
                            St. Louis, Missouri 63136
--------------------------------------------------------------------------------
   (Address, including zip code, of registrant's principal executive offices)

                   EMERSON ELECTRIC CO. 1998 STOCK OPTION PLAN
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                              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 to       Amount to be        Offering Price Per      Aggregate Offering          Amount of
   be Registered(1)           Registered              Share(2)                Price(2)           Registration Fee
------------------------ ---------------------- ---------------------- ----------------------- --------------------
Common Stock
  and Preferred Stock
    Purchase Rights      8,000,000 Shares (3)          $62.00               $496,000,000             $146,320
===================================================================================================================

(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
     offering price  represents the average of the high and low market prices of
     the Common Stock on the New York Stock Exchange on February 24, 1998.

(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, 1997.

     (b)  Quarterly Report on Form 10-Q for the quarter ended December 31, 1997.

     (c)  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. (d) The description of Emerson's Preferred
          Stock  Purchase  Rights  which  is  contained  in  Emerson's  1934 Act
          Registration  Statement  on  Form  8-A  dated  November  3,  1988  and
          Technical  Amendments to Rights  Agreement,  filed with Form 8-K dated
          October 17, 1997.

     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  expenses
(including  attorneys' fees),  judgments,  fines and settlement amounts actually
and  reasonably  incurred  by  him in  connection  with  such  action,  suit  or

                                      II-1
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 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  (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 any of the securities  being  registered which remain unsold
          at the termination of the offering.

                                      II-3
(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 3, 1998.

                                   EMERSON ELECTRIC CO.

                                   By:   /s/ W. J. Galvin
                                      ----------------------------
                                      W. J. Galvin
                                      Senior Vice President-Finance

                                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 3, 1998.

       Signature                                     Title
       ---------                                     -----

/s/ C. F. Knight               Chairman of the Board and Chief Executive Officer
---------------------------    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

/s/ R. W. Staley               Director
---------------------------
    R. W. Staley

/s/ A. E. Suter                Director
---------------------------
    A. E. Suter
/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-6
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        Bylaws of Emerson incorporated by reference to Emerson's 1997 Form
           10-K, Exhibit 3(b).

4.3        Rights Agreement dated as of November 1, 1998(incorporated by
           reference to Emerson's Form 8-K, dated November 1, 1988, Exhibits 1
           and 2)as amended by the First Amendment to Rights Agreement
           incorporated by reference to Emerson's Form 8-K, dated October 7,
           1997, Exhibit 4).

5.1        Opinion of Counsel to Emerson Electric Co.

23.1       Consent of KPMG Peat Marwick LLP.

23.2       Consent of Counsel to Emerson Electric Co. (included in Exhibit 5.1).

24.1       Power of Attorney (included in Signature Page).