OPINION RE LEGALITY

EXHIBIT 5






September 12, 1995



Emerson Electric Co.
8000 West Florissant Avenue
St. Louis, MO 63136

Gentlemen:

I am Assistant General Counsel and Assistant Secretary of
Emerson Electric Co. (the "Company"), and in such capacity I am
familiar with the Registration Statement on Form S-3 to which this
opinion is filed as an exhibit (the "Registration Statement"),
which registers under the Securities Act of 1933, as amended, up to
$666,933,631 aggregate principal amount of Debt Securities of the
Company (the "Securities").

I have examined originals or copies, certified or otherwise
identified to my satisfaction, of such documents, corporate
records, certificates of public officials and other instruments as
I deemed necessary for the purposes of the opinion expressed
herein.

On the basis of the foregoing, I am of the opinion that the
Securities to which the Registration Statement relates have been
validly authorized and, when sold and paid for in accordance with
the Indenture, the Underwriting Agreement and the Distribution
Agreement, which are filed as exhibits to the Registration
Statement, and duly authenticated by the Trustee, will be legally
issued, fully paid and non-assessable and binding obligations of
the Company.

I consent to the filing of this opinion as an exhibit to the
Registration Statement.

Yours truly,

/s/ HARLEY M. SMITH

Harley M. Smith