Form: DEF 14A

Definitive proxy statements

December 15, 1995

DEF 14A: Definitive proxy statements

Published on December 15, 1995



SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant /X/

Filed by a party other than the registrant / /

Check the appropriate box:

/ / Preliminary proxy statement

/X/ Definitive proxy statement

/ / Definitive additional materials

/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))

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


----------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):

/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

- ------------------------------------------------------------------------

(2) Aggregate number of securities to which transactions applies:

- ------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):

- ------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- ------------------------------------------------------------------------

(5) Total fee paid:

- ------------------------------------------------------------------------

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the form or schedule and the
date of its filing.

(1) Amount previously paid:

- ------------------------------------------------------------------------

(2) Form, schedule or registration statement no.:

- ------------------------------------------------------------------------

(3) Filing party:

- ------------------------------------------------------------------------

(4) Date filed:

- ------------------------------------------------------------------------



[logo]
EMERSON(R)

NOTICE OF ANNUAL MEETING OF THE

STOCKHOLDERS OF

EMERSON ELECTRIC CO.

St. Louis, Missouri
December 15, 1995

TO THE STOCKHOLDERS OF
EMERSON ELECTRIC CO.:

The Annual Meeting of the Stockholders of Emerson Electric Co. will
be held at the office of the Company, 8000 West Florissant Avenue, St.
Louis, Missouri on Tuesday, February 6, 1996, commencing at 10:00 a.m.,
at which meeting only holders of the common stock of record at the
close of business on November 28, 1995, will be entitled to vote, for
the following purposes:

1. To elect five directors; and

2. To transact such other and further business, if any, as lawfully
may be brought before the meeting.

EMERSON ELECTRIC CO.

By /s/ Charles F. Knight

Chairman of the Board

/s/ W. W. Withers

Secretary

EVEN THOUGH YOU MAY PLAN TO ATTEND THE MEETING IN PERSON, PLEASE
EXECUTE THE ENCLOSED PROXY AND MAIL IT PROMPTLY. SHOULD YOU ATTEND THE
MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON. A RETURN
ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES IS
ENCLOSED FOR YOUR CONVENIENCE.




EMERSON ELECTRIC CO.

8000 WEST FLORISSANT AVENUE, ST. LOUIS, MISSOURI 63136

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD FEBRUARY 6, 1996

This proxy statement is furnished to the stockholders of Emerson
Electric Co. in connection with the solicitation of proxies for use at
the Annual Meeting of Stockholders to be held February 6, 1996, and at
all adjournments thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Stockholders. This proxy
statement and the enclosed form of proxy are first being mailed to
stockholders on or about December 15, 1995.

Whether or not you expect to be personally present at the meeting,
you are requested to fill in, sign, date and return the enclosed form
of proxy. Any person giving such proxy has the right to revoke it at
any time before it is voted by giving notice to the Secretary of the
Company. All shares represented by duly executed proxies in the
accompanying form will be voted unless proxies are revoked prior to the
voting thereof.

The close of business on November 28, 1995, has been fixed as the
record date for the determination of stockholders entitled to vote at
the Annual Meeting of Stockholders. As of the record date, there were
outstanding and entitled to be voted at such meeting 224,078,797 shares
of common stock. The holders of the common stock will be entitled to
one vote for each share of common stock held of record on the record
date.

A copy of the Company's Annual Report to Stockholders for the fiscal
year ended September 30, 1995 accompanies this proxy statement.

The solicitation of this proxy is made by the Board of Directors of
the Company. The solicitation will be by mail and the expense thereof
will be paid by the Company. The Company has retained Georgeson &
Company, Inc. to assist in the solicitation of proxies at an estimated
cost of $11,000 plus expenses. In addition, solicitation of proxies may
be made by telephone or telegram by directors, officers or regular
employees of the Company.

I. ELECTION OF DIRECTORS

NOMINEES AND CONTINUING DIRECTORS

The Board of Directors is divided into three classes, with the terms
of office of each class ending in successive years. Five directors of
the Company are to be elected for terms ending at the Annual Meeting in
1999, or until their respective successors have been elected and have
qualified. Certain information with respect to the nominees for
election as directors proposed by the Company and the other directors
whose terms of office as directors will continue after the Annual
Meeting is set forth below. Should any one or more of the nominees be
unable or unwilling to serve (which is not expected), the proxies
(except proxies marked to the contrary) will be voted for such other
person or persons as the Board of Directors of the Company may
recommend.






SHARES OF
EMERSON
SERVED AS COMMON STOCK
NAME, AGE, PRINCIPAL OCCUPATION DIRECTOR BENEFICIALLY
OR POSITION, OTHER DIRECTORSHIPS SINCE OWNED
-------------------------------- ------- -----------------


NOMINEES FOR TERMS ENDING IN 1999

D. C. Farrell, 62........................................................................ 1989 1,200
Chairman and Chief Executive Officer of The May Department Stores Company, operator of
department and shoe stores

He is also a Director of Ralston Purina Company

J. A. Frates, 75......................................................................... 1966 14,948
Private investor

2



SHARES OF
EMERSON
SERVED AS COMMON STOCK
NAME, AGE, PRINCIPAL OCCUPATION DIRECTOR BENEFICIALLY
OR POSITION, OTHER DIRECTORSHIPS SINCE OWNED
-------------------------------- ------- -----------------


C. F. Knight, 59......................................................................... 1972 790,292
Chairman of the Board, President and Chief Executive Officer of Emerson

He is also a Director of Anheuser-Busch Companies, Inc., SBC Communications Inc., The
British Petroleum Company p.l.c., International Business Machines Corp.

R. B. Loynd, 68.......................................................................... 1987 4,200
Chairman, President and Chief Executive Officer of INTERCO INCORPORATED, manufacturer
and marketer of furniture products

He is also a Director of Converse Inc., The Florsheim Shoe Company

R. W. Staley, 60......................................................................... 1987 105,570
Vice Chairman-Asia Pacific

He is also a Director of ACE Limited

TO CONTINUE IN OFFICE UNTIL 1998

R. L. Ridgway, 60........................................................................ 1995 555
Co-Chair of The Atlantic Council of the United States, a private foreign policy
institute

She is also Chair, Baltic-American Enterprise Fund and a Director of Bell Atlantic
Corporation, The Boeing Company, Citicorp and Citibank, Minnesota Mining and
Manufacturing Company, RJR Nabisco Holdings Corp., Sara Lee Corporation, Union Carbide
Corporation

A. E. Suter, 60.......................................................................... 1989 105,305
Senior Vice Chairman and Chief Operating Officer of Emerson

He is also a Director of Boatmen's Bancshares, Inc.

W. M. Van Cleve, 66...................................................................... 1984 14,936
Partner of Bryan Cave LLP, lawyers

E. E. Whitacre, Jr., 54.................................................................. 1990 1,400
Chairman and Chief Executive Officer of SBC Communications Inc., a diversified
communications holding company

He is also a Director of Anheuser-Busch Companies, Inc., The May Department Stores
Company, Burlington Northern Santa Fe Corporation

E. F. Williams, Jr., 72.................................................................. 1974 27,200
Retired Chairman of the Board of Boatmen's Trust Company of St. Louis

He is also a Director of AMR Corporation

TO CONTINUE IN OFFICE UNTIL 1997

L. L. Browning, Jr., 66.................................................................. 1969 247,278
Former Vice Chairman of Emerson

He is also a Director of Star Banc Corp.

A. A. Busch III, 58...................................................................... 1985 2,900
Chairman of the Board and President of Anheuser-Busch Companies, Inc., brewery and
bakery products, entertainment, transportation and other manufactured products

He is also a Director of General American Life Insurance Company, SBC Communications
Inc.


3


SHARES OF
EMERSON
SERVED AS COMMON STOCK
NAME, AGE, PRINCIPAL OCCUPATION DIRECTOR BENEFICIALLY
OR POSITION, OTHER DIRECTORSHIPS SINCE OWNED
-------------------------------- ------- -----------------


R. B. Horton, 56......................................................................... 1987 881
Chairman of Railtrack Group plc, which owns and operates the infrastructure formerly
owned by British Railways, and Chairman of JKX Oil and Gas, a British company which
operates in the former Soviet Union

G. A. Lodge, 63.......................................................................... 1974 3,200
President of InnoCal Management, Inc., a venture capital management company

He is also a Director of Xylogics, Inc.

V. R. Loucks, Jr., 61.................................................................... 1979(5) 1,200
Chairman and Chief Executive Officer of Baxter International Inc., a global manufacturer
and marketer of health care products

He is also a Director of Anheuser-Busch Companies, Inc., Dun & Bradstreet Corporation,
The Quaker Oats Company

All Directors and Executive Officers as a Group (17 persons)............................. 1,399,691


- ------------------

Beneficial ownership of Emerson common stock is stated as of
September 15, 1995, except for Ambassador Ridgway which is stated
as of October 27, 1995. The foregoing table includes all executive
officers of the Company named in the Summary Compensation Table
except W. J. Galvin and W. W. Withers, who beneficially owned
58,668 shares and 19,958 shares, respectively. Under rules of the
Securities and Exchange Commission, persons who have power to vote
or dispose of securities, either alone or jointly with others, are
deemed to be the beneficial owners of such securities. Accordingly,
shares owned separately by spouses are not included. Each person
reflected in the table has both sole voting power and sole
investment power with respect to the shares included in the table,
except as described in the footnotes below and except as follows:
(i) with respect to the following shares the person named has no
investment power: Mr. Knight-184,808; Mr. Suter-41,429; Mr. Staley-
31,250; Mr. Galvin-30,000; and (ii) with respect to the following
shares the person named has no voting power: Mr. Knight-3,410; Mr.
Suter-1,553; Mr. Staley-2,601; Mr. Galvin-2,376; Mr. Withers-512;
Mr. Van Cleve-336.

Includes the following shares which such persons have or will have
within 60 days after September 15, 1995, the right to acquire upon
the exercise of employee stock options: Mr. Knight-35,835; Mr.
Suter-18,503; Mr. Staley-17,385; Mr. Galvin-16,252; Mr. Withers-
4,287.

No person reflected in the table owns more than .5% of the
outstanding shares of Emerson common stock.

INTERCO INCORPORATED commenced a voluntary case under Chapter 11 of
the federal Bankruptcy Code in January 1991. INTERCO emerged from
bankruptcy on August 3, 1992, when its Plan of Reorganization
became effective.

Mr. Staley previously served as a director of the Company from
April 1978 to February 1982. Mr. Suter previously served as a
director from February to June 1987. Mr. Loucks previously served
as a director from April 1974 to December 1975.

Includes 6,400 shares held as co-trustee of four trusts and a
charitable foundation, as to which Mr. Van Cleve shares voting and
investment power and disclaims beneficial ownership.

Includes 21,000 shares held in trust as to which Mr. Williams
shares voting and investment power and disclaims beneficial
ownership.

Includes 92,262 shares of common stock which executive officers
have, or will have within 60 days after September 15, 1995, the
right to acquire upon exercise of employee stock options. Shares
owned as a group represents .6% of the outstanding common stock of
the Company. The shares issuable upon exercise of options were
deemed to be outstanding for purposes of calculating the percentage
of outstanding shares. The total includes 10,452 shares held in
employee accounts under the Company's 401(k) savings plans, as to
which employees have investment power only.

4


In order to realign the classes of directors as a result of the
departure in 1995 of two directors, Mr. Frates, whose present term of
office ends in 1998, is standing for election for a term ending in
1999. Missouri law and the Company's Bylaws require that each class of
directors be as equal in number as possible.

Each of the nominees and continuing directors has had the same
position or other executive positions with the same employer during the
past five years, except as follows:

Mr. Horton was an executive officer (Chairman since 1990) of The
British Petroleum Company p.l.c., a producer, refiner and supplier of
petrochemical products, until 1992. He has been Chairman of Railtrack
Group plc since 1993.

Mr. Lodge was Chief Executive Officer of LAR Management Corporation,
a venture capital management company, until December 1994. Since April
1993 he has been President of InnoCal Management, Inc., also a venture
capital management company.

Ambassador Ridgway has been Co-Chair of The Atlantic Council of the
United States since January 1993 and was President of the Council from
1989-1992. As a member of the Foreign Service she served as Assistant
Secretary of State for European and Canadian Affairs (1985-1989),
Ambassador to the German Democratic Republic (1982-1985), Special
Assistant to the Secretary of State (negotiations) (1981-1982),
Counselor of the Department of State (1980-1981), Ambassador to Finland
(1977-1980), and Ambassador for Oceans and Fisheries Affairs
(1976-1977).

CERTAIN BUSINESS RELATIONSHIPS

Mr. Van Cleve is a partner and former Chairman of the law firm of
Bryan Cave LLP, which firm the Company retained in fiscal 1995 and
expects to retain in fiscal 1996.

F. T. Wilson was a 43% owner of F. G. Wilson (Engineering) Limited,
which the Company acquired in November 1994 for L 175 million. Mr.
Wilson was a director of the Company from February 1995 to August 1995.

BOARD OF DIRECTORS AND COMMITTEES

There were nine meetings of the Board of Directors during fiscal
1995. All of the incumbent directors attended at least 75% of the
meetings of the Board and committees on which they served. Directors
who are employees of the Company do not receive any compensation for
service as directors. Each non-employee director is currently paid an
annual retainer of $30,000 plus 100 shares of Company common stock and
fees of $1,250 plus expenses for attendance at each Board meeting. Each
committee chairman is currently paid an annual retainer of $5,000, and
each committee member is paid $1,000 plus expenses for attendance at
each committee meeting.

Directors may elect to defer all or a part of such compensation; such
deferred amounts are credited with interest quarterly at the prime rate
charged by The Boatmen's National Bank of St. Louis. Directors in the
alternative may elect to have deferred fees converted into units
equivalent to shares of Emerson common stock, and their accounts are
credited with additional units representing dividend equivalents. All
deferred fees are payable only in cash.

In addition, the Company has a Continuing Compensation Plan for Non-
Management Directors. Under this plan, a director who is not an
employee of the Company who has served as a director for at least five
years will, after the later of termination of service as a director or
age 62, receive for life a percentage of the annual fee for directors
in effect at the time of termination of service. Such percentage is 50%
for five years' service and increases by 10% for each additional year
of service to 100% for ten years' or more service. In the event that
service as a director terminates because of death, the benefit will be
paid to the surviving spouse for five years.

The members of the Board of Directors are elected to various
committees. The standing committees of the Board (and the respective
chairmen) are: Executive Committee (Knight), Audit Committee (Busch),
Compensation and Human Resources Committee (Loucks), Finance Committee
(Horton), Pension Committee (Williams) and Public Policy Committee
(Whitacre). The Compensation and Human Resources Committee acts as a
nominating committee and reviews new director nominees.

The functions of the Audit Committee are to review the Company's
reports to stockholders with management and the independent auditors to
insure that appropriate disclosure is made; appoint the firm of
independent auditors to perform the annual audit; review and approve
the scope of the independent and internal auditors' work; review the
effectiveness of the Company's internal controls; review and approve
the fees of the independent auditors and related
5
matters. The Committee met four times in fiscal 1995. The members of
the Committee were A. A. Busch III, Chairman, R. B. Loynd, R. L.
Ridgway and W. M. Van Cleve.

The functions of the Compensation and Human Resources Committee are
to review and approve the salaries of all officers of the Company;
review and approve all salaries above a specified level to be paid to
non-officer employees and all salaries of division presidents; grant
awards under and administer the Company's stock option and incentive
shares plans; review and approve all additional compensation plans;
determine if necessary when service by officers and directors with
another entity is eligible for indemnification under the Company's
Bylaws; monitor the senior management and director succession plans and
review new director nominees; and authorize Company contributions to
benefit plans, and adopt and terminate benefit plans not the
prerogative of management. The Committee met five times in fiscal 1995.
The members of the Committee were V. R. Loucks, Jr., Chairman, D. C.
Farrell, J. A. Frates and E. F. Williams, Jr.

EXECUTIVE COMPENSATION

The following information relates to compensation received or earned
by the Company's Chief Executive Officer and each of the other four
most highly compensated executive officers of the Company for each of
the last three fiscal years of the Company.


SUMMARY COMPENSATION TABLE



LONG-TERM COMPENSATION
-------------------------------------------

ANNUAL COMPENSATION AWARDS PAYOUT
---------------------------------------------------------------------------------------------
SECURITIES
OTHER UNDERLYING LONG-TERM ALL
ANNUAL RESTRICTED OPTIONS/ INCENTIVE OTHER
NAME AND FISCAL COMPENSA- STOCK SARS PLAN COMPEN-
PRINCIPAL POSITION YEAR SALARY($) BONUS($) TION($) AWARD(S)($) (#) PAYOUTS($) SATION($)
------------------ ------ --------- -------- ----------- --------------- ---------- --------------- -------------


C. F. Knight 1995 900,000 1,100,000 46,342 0 33,000 0 50,000
Chairman of the Board, 1994 875,000 1,100,000 40,013 9,737,770 0 0 49,375
President and Chief 1993 800,000 1,100,000 - 930,468 0 6,151,986 45,000
Executive Officer

A.E. Suter 1995 490,000 500,000 - 0 16,500 0 26,234
Senior Vice Chairman 1994 475,000 500,000 - 0 0 0 11,338
and Chief Operating 1993 469,000 455,000 - 0 0 1,894,043 25,023
Officer

R. W. Staley 1995 300,000 315,000 - 0 0 0 14,359
Vice Chairman-Asia 1994 260,000 275,000 - 0 0 0 12,141
Pacific 1993 260,000 225,000 - 0 0 1,524,567 12,126

W. J. Galvin 1995 270,000 250,000 - 0 0 0 11,750
Senior Vice President- 1994 240,000 200,000 - 615,000 6,379 0 9,250
Finance and Chief 1993 206,250 130,000 - 0 0 778,790 8,281
Financial Officer

W. W. Withers 1995 230,000 200,000 - 0 0 0 13,989
Senior Vice President, 1994 213,750 180,000 - 0 5,948 0 13,179
Secretary and General 1993 207,500 130,000 - 0 0 638,963 12,133
Counsel


- -----------------

The Company has an employment agreement with C. F. Knight for
minimum annual compensation of $590,000 for a term expiring on
September 30, 2001. The agreement with Mr. Knight provides for
continuation of his current base salary for the balance of the term
in the event of termination under certain circumstances. In fiscal
year 1993 the Compensation and Human Resources Committee set Mr.
Knight's base salary rate at $900,000 per year for the following
five years (commencing January 1, 1994 for fiscal year 1994) and
his annual incentive compensation opportunity at a maximum rate of
$1,100,000 per year for such period.

The Company's stock option plans, incentive shares plans and
supplemental executive retirement and savings investment plans
provide for acceleration of vesting of awards and retirement
benefits under such plans in the event of a change in control of
the Company, as defined in such plans.

6
Consistent with applicable regulations, certain non-cash
compensation need not be reported.

The number of shares of restricted stock held by the named
executive officers at the end of fiscal 1995, and the aggregate
value of such shares, are as follows: C. F. Knight, 184,808 shares
having a value of $13,294,626; A. E. Suter, 41,429 shares having a
value of $2,980,299; R. W. Staley, 31,250 shares having a value of
$2,248,047; and W. J. Galvin, 30,000 shares having a value of
$2,158,125. The Company pays dividends on restricted stock. All
restricted stock awards have a restriction period and are earned
over a period of three to ten years and vest at the end of such
period; the shares are payable only if the executive is employed
with the Company and in good standing at the end of the restriction
period. The amounts shown in the table represent the dollar value
based on the stock price per share at award date and do not reflect
any payment to the individual.

The award shown in fiscal 1994 for C. F. Knight is part of a five-
year plan proposed by the Compensation and Human Resources
Committee and accepted by Mr. Knight; see the Report of the
Committee at page 10 for a description of the five-year
compensation plan.

Long-term performance awards earned in fiscal 1993 were based on
the achievement of performance objectives over a five-year period.

Includes: (a) the value of the benefit to the named individuals of
the remainder of premiums paid by the Company on behalf of the
named individuals pursuant to the Company's "split dollar"
insurance program in the following amounts: A. E. Suter-$1,651; and
W. W. Withers-$3,739; and (b) contributions by the Company on
behalf of the named individuals to the Company's matched savings
plan in the following amounts: C. F. Knight-$50,000; A. E. Suter-
$24,583; R. W. Staley-$14,359; W. J. Galvin-$11,750; and W. W.
Withers-$10,250

Mr. Staley was Chief Administrative Officer of the Company until
January 1, 1995, when he assumed the duties of Vice Chairman-Asia
Pacific.



OPTION/SAR GRANTS IN LAST FISCAL YEAR


INDIVIDUAL GRANTS POTENTIAL REALIZABLE
------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS/SARS PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION -----------------------------------
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE 0% ($) 5% ($) 10% ($)
---- ------------ ------------ ----------- ---------- ------ ------ -------

C. F. Knight................... 33,000 8.1% 57.8125 10/5/04 0 1,199,813 3,040,562

A. E. Suter.................... 16,500 4.0% 57.8125 10/5/04 0 599,907 1,520,281

R. W. Staley................... 0 n/a n/a n/a n/a n/a n/a

W. J. Galvin................... 0 n/a n/a n/a n/a n/a n/a

W. W. Withers.................. 0 n/a n/a n/a n/a n/a n/a

All Stockholders........... n/a n/a n/a n/a 0 8 billion 21 billion

All Optionees.......... 408,063 100% 57.8125 10/5/04 0 15 million 38 million

Optionees' Gain as % of All
Stockholders' Gain............ n/a n/a n/a n/a n/a less than 1% less than 1%


- -----------------

The dollar amounts under these columns are the result of
calculations at 0% and at the 5% and 10% rates set by the
Securities and Exchange Commission and therefore are not intended
to forecast possible future appreciation, if any, of the Company's
stock price. The Company did not use an alternative formula for a
grant date valuation, as the Company is not aware of any formula
which will determine with reasonable accuracy a present value based
on future unknown or volatile factors. Potential realizable values
for all stockholders are based on 223.5 million shares outstanding
at October 31, 1994 and a per share price of $57.8125.

Based on total number of options awarded in fiscal 1995.

No gain to the optionees is possible without an increase in stock
price, which will benefit all stockholders commensurately. A zero
percent stock price appreciation will result in zero dollars for
the optionee.



7



AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES


NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FY-END (#) AT FY-END ($)
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ---------------- ----------- ------------- ----------- -------------

C.F.Knight.................... 0 0 24,835 33,000 1,002,713 466,125

A.E.Suter..................... 0 0 13,003 16,500 524,996 233,063

R.W.Staley.................... 0 0 17,385 0 721,889 0

W.J.Galvin.................... 3,708 109,718 14,126 4,253 517,187 65,390

W.W.Withers................... 0 0 2,304 3,966 43,474 60,977


- -----------------

The values represent the difference between the exercise price of
the options and the market price of the Company's common stock on
the date of exercise and at fiscal year-end, respectively.



LONG-TERM INCENTIVE PLANS-AWARDS IN LAST FISCAL YEAR


ESTIMATED FUTURE
PAYOUTS UNDER
NON-STOCK
PERFORMANCE OR PRICE-BASED PLANS
NUMBER OF OTHER PERIOD
PERFORMANCE UNTIL MATURATION TARGET/MAXIMUM
NAME UNITS OR PAYOUT (# OF SHARES)
---- ----------- ---------------- -----------------

C. F. Knight........................................... 104,337 1993-97 104,337

A. E. Suter............................................ 10,000 1993-97 10,000

R. W. Staley........................................... 10,000 1993-97 10,000

W. J. Galvin........................................... 12,000 1993-97 12,000

W. W. Withers.......................................... 8,000 1993-97 8,000


- -----------------

Awards were made under the 1993 Incentive Shares Plan for the
performance period ending September 30, 1997. The relative
performance of the Company is evaluated against the achievement of
Plan objectives including earnings per share growth, profitability,
return on equity, asset management and consistent financial
performance. The award of units represents the right to receive an
equivalent number of shares of the Company's common stock if the
performance objectives are achieved; however, any shares received
will be subject to an additional three-year vesting period before
earned.

The maximum number of shares that can be earned under this award is
shown in the table. To the extent that the objectives are not fully
achieved the number of units earned may range from 0% to 100% as
determined by the Compensation and Human Resources Committee.


PENSION PLAN TABLE

The following table shows the annual benefits payable upon retirement
at age 65 for various compensation and years of service combinations
under the Emerson Electric Co. Retirement Plan and a related
supplemental executive retirement plan.




ANNUAL RETIREMENT BENEFIT AT AGE 65 AFTER
-----------------------------------------------------------------------------------
AVERAGE ANNUAL 10 YEARS 15 YEARS 20 YEARS 25 YEARS 35 YEARS
COMPENSATION OF SERVICE OF SERVICE OF SERVICE OF SERVICE OF SERVICE
-------------- ---------- ---------- ---------- ---------- ----------

$ 300,000............................ $ 43,704 $ 65,556 $ 87,408 $109,260 $ 152,964
600,000............................ 88,704 133,056 177,408 221,760 310,464
900,000............................ 133,704 200,556 267,408 334,260 467,964
1,200,000............................ 178,704 268,056 357,408 446,760 625,464
1,500,000............................ 223,704 335,556 447,408 559,260 782,964
1,800,000............................ 268,704 403,056 537,408 671,760 940,464
2,100,000............................ 313,704 470,556 627,408 784,260 1,097,964
2,400,000............................ 358,704 538,056 717,408 896,760 1,255,464


8


Retirement benefits under the plans are computed on the basis of an
annuity with five years certain, unless the participant elects another
method of payment. The benefit amounts are not subject to any deduction
for Social Security or other offset amounts. The dollar amounts in the
salary and bonus columns of the Summary Compensation Table above are
substantially the same as the compensation covered by the plans. The
credited years of service covered by the plans for each of the persons
named in the Summary Compensation Table above are as follows: C. F.
Knight, 23; A. E. Suter, 16; R. W. Staley, 20; W. J. Galvin, 22; W. W.
Withers, 6. Payment of the specified retirement benefits is contingent
upon continuation of the plans in their present form until the employee
retires and, in the case of those subject to reduction of benefits
under the Internal Revenue Code, selection by the Compensation and
Human Resources Committee to participate in the supplemental plan.



REPORT OF THE COMPENSATION AND HUMAN RESOURCES COMMITTEE
OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION

The Compensation and Human Resources Committee of the Board of
Directors (the "Committee"), composed of four non-employee directors,
establishes and administers the executive compensation program for the
Company's top executives. The program supports the Company's commitment
to providing superior stockholder value. It is designed to attract and
retain high-quality executives, to encourage them to make career
commitments to the Company, and to accomplish the Company's short- and
long-term objectives. The executive compensation package has uniquely
served the Company's stockholders since 1977 by rewarding and
motivating executives for the accomplishment of the Company's
objectives. The Executive Compensation program is a focused, well-
defined management tool that reinforces the Company's culture and
commitment to stockholders.

The Committee has historically viewed compensation as a total package
that includes base salary and variable short- and long-term
(performance-based) compensation. The total program is structured to
deliver a significant percentage of pay through at-risk pay programs
which reward executives if the performance of the Company warrants.
Basic principles underlying the pay programs are the following:

* Maximize stockholder value.

* Retain, reward and motivate key executives.

* Compensate for performance rather than create a sense of
entitlement.

* Reward team results.

* Build executive stock ownership.

COMPONENTS OF EXECUTIVE COMPENSATION

To determine the competitive level of total compensation (including
total annual cash and long-term incentives), the Committee sets the
total pay target in a competitive compensation range as benchmarked
against published survey data and data derived through special studies
of comparable industries, including those shown in the peer group
performance graph.

TOTAL ANNUAL CASH COMPENSATION: Cash compensation consists of base
salary and annual cash incentives (bonuses), with the sum of the two
referred to as "Total Cash Compensation." Currently, 700 key executives
participate in the Total Cash Compensation program. A Total Cash
Compensation target, including base salary and incentive, is
established for each executive officer position using benchmark survey
comparisons. Annual increases, if any, are based on individual merit
and Company affordability. The annual incentive opportunity represents
from 30% to 50% of total cash compensation. Payment of the annual cash
incentive portion is based on the financial performance of the Company
versus pre-established targets. The Committee annually establishes and
approves short-term financial targets which are important to the
Company and its stockholders. Typical targets include sales, earnings
per share, pre-tax earnings and net profits, return on equity, and
asset management. To a lesser degree, individual performance and
potential can be a factor. The relative importance of each target is
determined each year by the Committee, and may vary depending upon the
Company's financial objectives for that year.

LONG-TERM COMPENSATION INCENTIVES: Long-term incentive awards,
consisting of performance shares, stock options and restricted stock,
are a substantial portion of the total compensation packages of certain
key senior executives and are specifically focused on the Company's
longer-term objectives. Long-term programs are paid in stock. The
Company's continuing philosophy is that executives are expected to hold
the stock earned under the programs. The value of current executive
stock holdings is significant, in absolute terms and in relation to
base pay,
9
though the Company does not establish specific ownership targets. Long-
term plan participation and size of awards are determined by the
individual's potential to make significant contributions to the
Company's financial results, level of management responsibility and
individual performance and potential.

PERFORMANCE SHARES: The performance shares plan reinforces the
Company's five-year objectives and rewards executives for achieving
those objectives. The Company has had continuing performance shares
programs since 1977. Participation in this program is limited, and only
executives who can most directly influence the Company's long- term
financial success are included. Awards are denominated in shares, with
no dividend payments during the performance period. The Committee
approves the performance measures and evaluates the performance of the
Company against those measures. Historically, the Company's five-year
plans have targeted earnings per share growth objectives and other
financial measures deemed appropriate to accomplish the Company's five-
year performance targets. The final payout (paid in stock) can range
from 0% to 100% of the target award, depending upon the level of
achievement of the established financial targets.

STOCK OPTIONS: The stock option plan provides the long-term focus for
a larger group of key employees. Currently, 700 are eligible to be
considered for participation in the stock option program. Awards are
made approximately every three years and are vested one-third each
year. Options are granted at 100% of the market value of the Company's
common stock on the date of grant and expire ten years from the date of
grant.

RESTRICTED STOCK: The restricted stock program was designed primarily
to retain key executives and potential top management of the Company
while building stock ownership, long-term equity and linking pay
directly with stockholder return. Participation has been highly
selective and limited to a very small group of executives. The
Committee views this program as an important management succession
planning and retention tool. The restriction period for most awards is
ten years.

Beginning with the Company's fiscal year 1995, Internal Revenue Code
Section 162(m) limits the annual deductibility of certain compensation
in excess of $1 million for the executive officers named in the table
on page 6, unless certain conditions are met for its incentive
compensation programs. The Company's incentive compensation programs
historically have been designed to reward executives for achievement of
the Company's performance objectives. At the 1995 Annual Meeting, the
Committee submitted the Annual Incentive Plan to stockholders for
approval to ensure the tax deductibility of annual cash compensation
paid in future years. It is anticipated that most of the awards under
other executive compensation plans will be grandfathered, and the
Committee will continue to monitor these programs as it awaits final
regulations. However, the Committee considers it important to retain
the flexibility to design compensation programs that are in the best
interest of the Company and its stockholders.

CEO COMPENSATION

In light of Mr. Knight's central role in the management process that
has been vital to the Company's excellent performance, in fiscal year
1993 the Committee established a critical objective of assuring his
retention as Chairman and Chief Executive Officer for at least the
five-year period of fiscal years 1994-1998. The Committee proposed and
Mr. Knight agreed to a five-year compensation package which included a
"not to exceed" annual cash compensation rate and shares of restricted
stock. The Committee set his base salary at a rate of $900,000 per year
for the five-year period, and his annual incentive compensation
opportunity at a maximum rate of $1,100,000. The actual annual
incentive amount paid Mr. Knight each year will be determined annually
based on performance and may be less than $1,100,000.

In reviewing Mr. Knight's performance for fiscal year 1995, the
Committee considered that this year's performance exceeded expectations
as one of the best in Emerson's history. The Company's earnings per
share for fiscal year 1995 increased 15.3% over fiscal year 1994, the
highest EPS increase since 1988. The Company also achieved its 38th
consecutive year of increased earnings and earnings per share and its
39th consecutive year of increased dividends per share. Mr. Knight has
been Chief Executive Officer for 22 years of this extraordinary record
of consistency.

The Committee further noted that during the past five years, the
Company's compound average annual total return to stockholders was
20.7%. This record exceeds the performance of both the Standard &
Poor's 500 Index and the Dow Jones Electrical Components and Equipment
Index, as shown in the performance graph. The Company achieved a return
on equity that averaged 19.3% for the period, also exceeding the return
on equity of both of these indices during the period. Finally, the
Committee noted that Mr. Knight's compensation grew, on an annualized
basis, at a slower rate than stockholder return over the five-year
period.

10


Under the terms of the Annual Incentive Plan, approved by the
stockholders at the 1995 Annual Meeting of Stockholders, the Committee
had established an annual cash incentive target for Mr. Knight and a
specific financial performance objective to be met for fiscal year
1995. The specific performance target was exceeded and under the terms
of the Plan, the Committee determined that Mr. Knight's performance
warranted the maximum annual incentive of $1,100,000 in fiscal year
1995. Consistent with the longstanding practice of the Company to
enhance the alignment of executive compensation with stockholder
interests, the Committee also awarded the key executives, including
Mr. Knight, stock options and performance units.

Compensation and Human Resources Committee
V. R. Loucks, Jr., Chairman
D. C. Farrell
J. A. Frates
E. F. Williams

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the Committee members has served as an officer or employee of
the Company or a subsidiary of the Company except J. A. Frates who was
chief executive officer of Ridge Tool Company when it was acquired by
the Company in 1966 and for approximately two years thereafter.

PERFORMANCE GRAPH

The following graph compares cumulative total returns (assuming
reinvestment of dividends) on the Company's common stock against the
Standard & Poor's Composite 500 Stock Index (S&P 500) and the Dow Jones
Electrical Components and Equipment Index (DJ Elec.) for the five-year
period ended September 30, 1995.




9/30/95 1995/1990
VALUE CAGR
------- ---------

EMERSON $256 20.7%
S&P 500 218 16.9
DJ Elec. 185 13.0


[PERFORMANCE GRAPH]





1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----

EMERSON $100 $157 $181 $200 $208 $256
S&P 500 100 131 146 165 171 218
DJ Elec. 100 128 140 147 159 185


Compound Annual Growth Rate


11


II. VOTING

The affirmative vote of the holders of a majority of the shares
entitled to vote which are present in person or represented by proxy at
the 1996 Annual Meeting is required to elect directors and act on any
other matters properly brought before the meeting. Shares represented
by proxies which are marked "withhold authority" with respect to the
election of any one or more nominees for election as directors and
proxies which are marked to deny discretionary authority on other
matters will be counted for the purpose of determining the number of
shares represented by proxy at the meeting. Such proxies will thus have
the same effect as if the shares represented thereby were voted against
such nominee or nominees and against such other matters, respectively.
If a broker indicates on the proxy that it does not have discretionary
authority as to certain shares to vote on a particular matter, those
shares will not be considered as present and entitled to vote with
respect to that matter.

The Company knows of no other matters to come before the meeting. If
any other matters properly come before the meeting, the proxies
solicited hereby will be voted on such matters in accordance with the
judgment of the persons voting such proxies.

III. INDEPENDENT AUDITORS

KPMG Peat Marwick LLP was the auditor for the fiscal year ended
September 30, 1995, and the Audit Committee has selected it as auditor
for the year ending September 30, 1996. A representative of KPMG Peat
Marwick LLP will be present at the meeting with the opportunity to make
a statement and/or respond to appropriate questions from stockholders.

IV. STOCKHOLDER PROPOSALS

Proposals of stockholders intended to be presented at the 1997 Annual
Meeting scheduled to be held on February 4, 1997, must be received by
the Company by August 15, 1996 for inclusion in the Company's proxy
statement and proxy relating to that meeting. Upon receipt of any such
proposal, the Company will determine whether or not to include such
proposal in the proxy statement and proxy in accordance with
regulations governing the solicitation of proxies.

In order for a stockholder to nominate a candidate for director,
under the Company's Bylaws timely notice of the nomination must be
received by the Company in advance of the meeting. Ordinarily, such
notice must be received not less than 60 nor more than 90 days before
the meeting (but if the Company gives less than 70 days' (1) notice of
the meeting or (2) prior public disclosure of the date of the meeting,
then such notice must be received within 10 days after notice of the
meeting is mailed or other public disclosure of the meeting is made) or
between November 5 and December 5, 1996 for the 1997 Annual Meeting.
The stockholder filing the notice of nomination must describe various
matters regarding the nominee, including such information as name,
address, occupation and shares held.

In order for a stockholder to bring other business before a
stockholder meeting, timely notice must be received by the Company
within the time limits described above. Such notice must include a
description of the proposed business, the reasons therefor, and other
specified matters. These requirements are separate from and in addition
to the requirements a stockholder must meet to have a proposal included
in the Company's proxy statement.

In each case the notice must be given to the Secretary of the
Company, whose address is 8000 West Florissant Avenue, P.O. Box 4100,
St. Louis, Missouri 63136. Any stockholder desiring a copy of the
Company's Bylaws will be furnished one without charge upon written
request to the Secretary.

12



[logo]
EMERSON(R)



December 15, 1995

Dear Shareholder:

The annual meeting of Stockholders of Emerson Electric Co. will be
held at the principal offices of the Company at 8000 West Florissant
Avenue, St. Louis, Missouri at 10:00 a.m. on Tuesday, February 6, 1996.

It is important that your shares are represented at this meeting.
Whether or not you plan to attend the meeting, please review the
enclosed proxy materials, complete the attached proxy form below, and
return it promptly in the envelope provided.

PLEASE DETACH PROXY HERE, SIGN AND MAIL
- ------------------------------------------------------------------------


The undersigned hereby acknowledges receipt of Notice of said Annual
Meeting and accompanying Proxy Statement, each dated December 15, 1995.

THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE,
THIS PROXY WILL BE VOTED FOR PROPOSAL 1.

Dated this __ day of__________, 199_.

....................................

....................................

If address appearing above is (If Stock is owned in joint names
incorrect, kindly make correction. all owners must sign).





IT IS IMPORTANT THAT YOU VOTE, SIGN AND RETURN

THE PROXY BELOW AS SOON AS POSSIBLE. BY

DOING SO, YOU MAY SAVE THE COMPANY THE

EXPENSE OF ADDITIONAL SOLICITATION.

PLEASE DETACH PROXY HERE, SIGN AND MAIL
- ------------------------------------------------------------------------

[logo]
EMERSON(R)

EMERSON ELECTRIC CO.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned does hereby appoint C. F. KNIGHT, W. W. WITHERS, and
H. M. SMITH, or any of them, the true and lawful attorneys in fact,
agents and proxies of the undersigned to represent the undersigned at
the Annual Meeting of the Stockholders of EMERSON ELECTRIC CO., to be
held on February 6, 1996, commencing at 10:00 A.M., St. Louis Time, at
the office of the Company at 8000 West Florissant Avenue, St. Louis,
Missouri, and at any and all adjournments of said meeting, and to vote
all the shares of Common Stock of the Company standing on the books of
the Company in the name of the undersigned as specified and in their
discretion on such other business as may properly come before the
meeting.

MANAGEMENT RECOMMENDS A VOTE FOR THE FOLLOWING:
---

1. Election of Directors

FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees
below) / / listed below / /

(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name on the list below.)

D. C. Farrell, J. A. Frates, C. F. Knight, R. B. Loynd, R. W. Staley

(Continued, and to be signed, on the other side)




Emerson Electric Co.
8000 W. Florissant
P.O. Box 4100
St. Louis, MO 63136

January 16, 1996


IF YOU HAVE ALREADY SENT IN YOUR PROXY PLEASE DISREGARD THIS LETTER

To the Stockholders of Emerson Electric Co.

A REMINDER

We have previously sent to you proxy soliciting material relating to
the Annual Meeting of Stockholders to be held on February 6, 1996.

According to our latest records, we have not as yet received your
proxy. The time before the meeting is short and many of our shares are
held in small amounts. Your signed proxy will be helpful, whether your
holding is large or small, and will aid us in avoiding further expense
and delay.

A return envelope is enclosed for your convenience.

Thank you for your cooperation.

Very truly yours,

/s/ Charles F. Knight
C. F. Knight
Chairman of the Board

PLEASE ACT PROMPTLY

PLEASE DETACH PROXY HERE, SIGN AND MAIL
- ------------------------------------------------------------------------



The undersigned hereby acknowledges receipt of Notice of said Annual
Meeting and accompanying Proxy Statement, each dated December 15, 1995.

THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE,
THIS PROXY WILL BE VOTED FOR PROPOSAL 1.

Dated this __ day of__________, 199_.

....................................

....................................

If address appearing above is (If Stock is owned in joint names
incorrect, kindly make correction. all owners must sign).








PLEASE DETACH PROXY HERE, SIGN AND MAIL
- ------------------------------------------------------------------------

[logo]
EMERSON(R)

EMERSON ELECTRIC CO.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned does hereby appoint C. F. KNIGHT, W. W. WITHERS, and
H. M. SMITH, or any of them, the true and lawful attorneys in fact,
agents and proxies of the undersigned to represent the undersigned at
the Annual Meeting of the Stockholders of EMERSON ELECTRIC CO., to be
held on February 6, 1996, commencing at 10:00 A.M., St. Louis Time, at
the office of the Company at 8000 West Florissant Avenue, St. Louis,
Missouri, and at any and all adjournments of said meeting, and to vote
all the shares of Common Stock of the Company standing on the books of
the Company in the name of the undersigned as specified and in their
discretion on such other business as may properly come before the
meeting.

MANAGEMENT RECOMMENDS A VOTE FOR THE FOLLOWING:
---

1. Election of Directors

FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary to vote for all nominees listed
below) / / below / /

(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name on the list below.)

D. C. Farrell, J. A. Frates, C. F. Knight, R. B. Loynd, R. W. Staley

(Continued, and to be signed, on the other side)



APPENDIX

A Performance Graph appears on page 11 of the printed proxy statement.
The information depicted in that graph is restated in the table which
immediately follows the graph.