8-A12B: Registration of securities [Section 12(b)]

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


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FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934


Emerson Electric Co.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Missouri 43-0259330
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(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)


8000 West Florissant Avenue
St. Louis, Missouri 63136
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)


If this form relates to the If this form relates to the
registration of a class of debt registration of a class of
securities pursuant to Section 12(b) securities pursuant to Section 12(g)
of the Exchange Act and is effective of the Exchange Act and is effective
pursuant to General Instruction A.(c), pursuant to General Instruction
please check the following box. [ ] A.(d), please check the following
box. [ ]

SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES:
_____________________________ (IF APPLICABLE)

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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New York Stock Exchange
Preferred Stock Purchase Rights Chicago Stock Exchange
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

None
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(TITLE OF CLASS)




ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

On October 6, 1998, the Board of Directors of Emerson Electric
Co. (the "Company") declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of Common Stock, par value $0.50 per share,
of the Company (the "Common Stock"). The dividend distribution is payable on
November 1, 1998 (the "Record Date") to the stockholders of record as of the
close of business on that date. Each Right entitles the registered holder to
purchase from the Company one one-thousandth of a share of Series B Junior
Participating Preferred Stock, par value $2.50 per share (the "Preferred Stock")
of the Company at a price of $260.00 per one one-thousandth of a share of
Preferred Stock (the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a 1998 Rights Agreement dated as of
November 1, 1998, as the same may be amended from time to time (the "Rights
Agreement"), between the Company and ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent (the "Rights Agent").


Until the earlier to occur of (i) the close of business on the
tenth business day following the date of public announcement or the date on
which the Company first has notice or determines that a person or group of
affiliated or associated persons (other than the Company, any subsidiary of the
Company or any employee benefit plan of the Company) (an "Acquiring Person") has
acquired, or obtained the right to acquire, 20% or more of the outstanding
shares of voting stock of the Company without the prior express written consent
of the Company executed on behalf of the Company by a duly authorized officer of
the Company following express approval by action of at least a majority of the
members of the Board of Directors then in office (the "Stock Acquisition Date")
or (ii) the close of business on the tenth business day (or such later date as
may be determined by action of the Board of Directors but not later than the
Stock Acquisition Date) following the commencement of a tender offer or exchange
offer, without the prior written consent of the Company, by a person (other than
the Company, any subsidiary of the Company or an employee benefit plan of the
Company) which, upon consummation, would result in such party's control of 20%
or more of the Company's voting stock (the earlier of the dates in clause (i) or
(ii) above being called the "Distribution Date"), the Rights will be evidenced,
with respect to any of the Common Stock certificates outstanding as of the
Record Date, by such Common Stock certificates.


The Rights Agreement provides that, until the Distribution
Date (or earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Company's Common Stock. Until the
Distribution Date (or earlier redemption, exchange or expiration of the Rights),
new Common Stock certificates issued after the Record Date upon transfer or new
issuances of Common Stock will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption,
exchange or expiration of the Rights), the surrender for transfer of any
certificates for shares of Common Stock outstanding as of the Record Date, even
without such notation or a copy of this Summary of Rights, will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date and such separate certificates alone will then evidence the
Rights.


The Rights are not exercisable until the Distribution Date.
The Rights will expire, if not previously exercised, on November 1, 2008 (the
"Final Expiration Date"), unless the Final Expiration Date is extended or unless
the Rights are earlier redeemed or exchanged by the Company.


The Purchase Price payable, and the number of shares of
Preferred Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of the Preferred Stock, (ii) upon the grant to holders of the
Preferred Stock of certain rights or warrants to subscribe for or purchase
Preferred Stock at a price, or securities convertible into Preferred Stock with
a conversion price, less than the then-current market price of the Preferred
Stock or (iii) upon the distribution to holders of the Preferred Stock of
evidences of indebtedness or assets (excluding regular periodic cash dividends
or dividends payable in Preferred Stock) or of subscription rights or warrants
(other than those referred to above).


The number of outstanding Rights and the number of one
one-thousandths of a share of Preferred Stock issuable upon exercise of each
Right are also subject to adjustment in the event of a stock split of the Common
Stock or a stock dividend on the Common Stock payable in shares of Common Stock
or subdivisions, consolidations or combinations of the Common Stock occurring,
in any such case, prior to the Distribution Date.


Shares of Preferred Stock purchasable upon exercise of the
Rights will not be redeemable and junior to any other series of preferred stock
the Company may issue (unless otherwise provided in the terms of such stock).
Each share of Preferred Stock will have a preferential dividend in an amount
equal to 1,000 times any dividend declared on each share of Common Stock. In the
event of liquidation, the holders of the Preferred Stock will receive a
preferred liquidation payment of equal to the greater of $1,000 and 1,000 times
the payment made per share of Common Stock. Each share of Preferred Stock will
have one vote, voting together with the Common Stock. In the event of any
merger, consolidation or other transaction in which shares of Common Stock are
converted or exchanged, each share of Preferred Stock will be entitled to
receive 1,000 times the amount and type of consideration received per share of
Common Stock. The rights of the Preferred Stock as to dividends, liquidation and
voting, and in the event of mergers and consolidations, are protected by
customary antidilution provisions.


Because of the nature of the Preferred Stock's dividend,
liquidation and voting rights, the value of the one one-thousandth interest in a
share of Preferred Stock purchasable upon exercise of each Right should
approximate the value of one share of Common Stock.

If any person or group (other than the Company, any subsidiary
of the Company, any employee benefit plan of the Company) acquires 20% or more
of the Company's outstanding voting stock without the prior written consent of
the Board of Directors, each Right, except those held by such persons, would
entitle each holder of a Right to acquire such number of shares of the Company's
Common Stock as shall equal the result obtained by multiplying the then current
Purchase Price by the number of one one-thousandths of a share of Preferred
Stock for which a Right is then exercisable and dividing that product by 50% of
the then current per-share market price of Company Common Stock.


If any person or group (other than the Company, any subsidiary
of the Company, any employee benefit plan of the Company) acquires more than 20%
but less than 50% of the outstanding Company Common Stock without prior written
consent of the Board of Directors, each Right, except those held by such
persons, may be exchanged by the Board of Directors for one share of Company
Common Stock.


If the Company were acquired in a merger or other business
combination transaction where the Company is not the surviving corporation or
where Company Common Stock is exchanged or changed or 50% or more of the
Company's assets or earnings power is sold in one or several transactions
without the prior written consent of the Board of Directors, each Right would
entitle the holders thereof (except for the Acquiring Person) to receive such
number of shares of the acquiring company's common stock as shall be equal to
the result obtained by multiplying the then current Purchase Price by the number
one one-thousandths of a share of Preferred Stock for which a Right is then
exercisable and dividing that product by 50% of the then current market price
per share of the common stock of the acquiring company on the date of such
merger or other business combination transaction.


With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional shares of Preferred Stock will be
issued (other than fractions which are integral multiples of one one-thousandth
of a share of Preferred Stock, which may, at the election of the Company, be
evidenced by depositary receipts), and in lieu thereof an adjustment in cash
will be made based on the market price of the Preferred Stock on the last
trading day prior to the date of exercise.


At any time prior to the time an Acquiring Person becomes
such, the Board of Directors of the Company may redeem the Rights in whole, but
not in part, at a price of $0.005 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.


The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights,
including, but not limited to, an amendment to lower certain thresholds
described above to not less than the greater of (i) any percentage greater than
the largest percentage of the voting power of all securities of the Company then
known to the Company to be beneficially owned by any person or group of
affiliated or associated persons (other than an excepted person) and (ii) 10%,
except that from and after such time as any person or group of affiliated or
associated persons becomes an Acquiring Person no such amendment may adversely
affect the interests of the holders of the Rights.


Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.


The form of Rights Agreement between the Company and the
Rights Agent specifying the terms of the Rights, which includes as Exhibit B
thereto the form of Right Certificate, is attached hereto as Exhibit 1 and is
incorporated herein by reference. The foregoing description of the Rights does
not purport to be complete and is qualified in its entirety by reference to the
form of Rights Agreement (and the exhibits thereto) attached hereto.



ITEM 2. EXHIBITS.


Exhibit No. Description of Exhibit


1 Rights Agreement, dated as of November 1, 1998
between Emerson Electric Co. and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent, which
includes the form of Certificate of Designations,
setting forth the terms of the Series B Junior
Participating Preferred Stock, par value $2.50 per
share, as Exhibit A, the form of Right Certificate as
Exhibit B and the Summary of Preferred Stock Purchase
Rights as Exhibit C. Pursuant to the Rights
Agreement, printed Right Certificates will not be
mailed until as soon as practicable after the earlier
of the tenth day after public announcement that a
person or group (except for certain exempted persons
or groups) has acquired beneficial ownership of 20%
or more of the outstanding shares of Common Stock or
the tenth business day (or such later date as may be
determined by action of the Board of Directors) after
a person commences, or announces its intention to
commence, a tender offer or exchange offer the
consummation of which would result in the beneficial
ownership by a person or group of 20% or more of the
outstanding shares of Common Stock.


2 Letter to be sent to the Shareholders of Emerson
Electric Co.


SIGNATURE


Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.


EMERSON ELECTRIC CO.
(Registrant)


Date: October 6, 1998 By: /s/ W. Wayne Withers
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W. Wayne Withers
Senior Vice President,
Secretary and General Counsel




EXHIBIT INDEX


Exhibit No. Description of Exhibit

1 Rights Agreement, dated as of November 1, 1998
between Emerson Electric Co. and ChaseMellon
Shareholder Services, L.L.C., as Rights Agent, which
includes the form of Certificate of Designations,
setting forth the terms of the Series B Junior
Participating Preferred Stock, par value $2.50 per
share, as Exhibit A, the form of Right Certificate as
Exhibit B and the Summary of Preferred Stock Purchase
Rights as Exhibit C. Pursuant to the Rights
Agreement, printed Right Certificates will not be
mailed until as soon as practicable after the earlier
of the tenth day after public announcement that a
person or group (except for certain exempted persons
or groups) has acquired beneficial ownership of 20%
or more of the outstanding shares of Common Stock or
the tenth business day (or such later date as may be
determined by action of the Board of Directors) after
a person commences, or announces its intention to
commence, a tender offer or exchange offer the
consummation of which would result in the beneficial
ownership by a person or group of 20% or more of the
outstanding shares of Common Stock.

2 Letter to be sent to the Shareholders of Emerson
Electric Co.