Form: 8-K

Current report

October 17, 1997

8-K: Current report

Published on October 17, 1997


SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

______________


FORM 8-K


CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event
reported): October 7, 1997


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



MISSOURI 1-278 43-0259330
- ------------------- ----------------- ----------------------
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification Number)
Incorporation)



8000 W. Florissant Avenue
P.O. Box 4100
St. Louis, Missouri 63136
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)



Registrant's telephone number, including area code:
314-553-2000
-----------------


ITEM 5. OTHER EVENTS.

Emerson has appointed ChaseMellon Shareholder Services, L.L.C. as Transfer
Agent-Registrar and effective October 10, 1997 as Rights Agent to succeed
Boatmen's Trust Company.

The technical amendments to the Rights Agreement to allow ChaseMellon
Shareholder Services, L.L.C. to succeed Boatmen's Trust Company as Rights
Agent are included as Exhibit 4 and incorporated herein by reference.


ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.



Exhibit No. Description of Exhibit
----------- ----------------------

4 Technical amendments to Rights Agreement, dated as of
October 7, 1997 between Emerson Electric Co., Boatmen's Trust
Company, as Rights Agent and ChaseMellon Shareholder
Services, L.L.C. in order for ChaseMellon to become successor
Rights Agent.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

EMERSON ELECTRIC CO.
(Registrant)


Date: October 17, 1997 By: /s/H. Smith
-------------------- ------------------------------
Harley M. Smith
Assistant Secretary




EXHIBIT INDEX
-------------


Exhibit No. Description of Exhibit
----------- ----------------------

4 Technical amendments to Rights Agreement, dated as of
October 7, 1997 between Emerson Electric Co., Boatmen's Trust
Company, as Rights Agent and ChaseMellon Shareholder Services,
L.L.C. in order for ChaseMellon to become successor Rights
Agent.