OPINION REGARDING TAX MATTERS

EXHIBIT 8


September 23, 1999



Emerson Electric Co.
8000 W. Florissant
St. Louis, Missouri 63136


Ladies and Gentlemen:

We have acted as counsel to Emerson Electric Co., a
Missouri corporation (the "Company"), in connection with the filing of a
Prospectus Supplement dated September 23, 1999 (the "Prospectus Supplement") to
the Prospectus contained in the Company's Registration Statement under the
Securities Act of 1933 (File No. 333-84673). The Prospectus Supplement provides
the Company may offer from time to time its Medium-Term Notes. Except as
otherwise indicated herein, all capitalized terms used in this letter have the
same meaning assigned to them in the Prospectus Supplement.

In rendering our opinion, we have examined and relied upon
without independent investigation as to matters of fact the Prospectus
Supplement and such other documents, certificates and instruments as we have
considered relevant for purposes of this opinion. We have assumed without
independent verification that the Prospectus Supplement is accurate and complete
in all material respects, and our opinion is conditioned expressly on, among
other things, the accuracy as of the date hereof, and the continuing accuracy,
of all of such facts, information, covenants, statements and representations
through and as of the date of consummation of the filing. Any material changes
in the facts referred to, set forth or assumed herein or in the Prospectus
Supplement may affect the conclusions stated herein.

In rendering our opinion, we have considered the applicable
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury Regulations promulgated thereunder (the "Regulations"), pertinent
judicial authorities, rulings of the Internal Revenue Service and such other
authorities as we have considered relevant. It should be noted that such laws,
Code, Regulations, judicial decisions and administrative interpretations are
subject to change at any time and, in some circumstances, with retroactive
effect. A material change in any of the authorities upon which our opinion is
based could affect our conclusions herein.


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Based solely upon the foregoing and in reliance thereon and
subject to the exceptions, limitations and qualifications stated herein, we
confirm that the statements contained in the Prospectus Supplement under the
caption "United States Federal Income Tax Consequences to Holders" insofar as
such statements constitute matters of law or legal conclusions, as qualified
therein, are our opinion and that such statements fairly describe the material
federal income tax consequences of the offering of the Medium-Term Notes and are
true, correct and complete in all material respects.

Except as expressly set forth above, we express no other
opinion. We consent to the reference to this firm in the Prospectus Supplement
under the caption "United States Federal Income Tax Consequences to Holders"
and to the filing of this opinion as an exhibit to the Registration Statement.
In giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
or the rules and regulations of the Securities and Exchange Commission.


Very truly yours,

/s/ Bryan Cave LLP