EXHIBIT 99.1
FORM OF PROXY
[FRONT OF PROXY]

LIPE-ROLLWAY CORPORATION
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR
SPECIAL MEETING OF SHAREHOLDERS
____________________, 1996

PROXY

The undersigned hereby appoints ____________________ and
____________________, and each of them, with full power of substitution,
attorneys and proxies to represent the undersigned at the Special Meeting of
Shareholders of Lipe-Rollway Corporation (the "Corporation") to be held at the
Corporation's main office, 7600 Morgan Road, Liverpool, New York at 10:00 a.m.,
local time, on ____________________, 1996, and at any adjournment or
adjournments thereof, and to vote all shares of stock which the undersigned may
be entitled to vote at said meeting, and with all other powers which the
undersigned would possess if personally present.

(1) APPROVAL OF AGREEMENT AND PLAN OF MERGER pursuant to which Emersub
XLI, Inc., a wholly owned subsidiary of Emerson Electric Co., will
merge with and into the Corporation (the "Merger") as described in the
Notice of Special Meeting of Shareholders and the Proxy
Statement/Prospectus accompanying this Proxy;

FOR [ ] ABSTAIN [ ] AGAINST [ ]

(2) APPROVAL OF PREFERRED TERMS AMENDMENT pursuant to which each
outstanding share of the Corporation's Preferred Stock, will upon
consummation of the Merger, be converted into the right to receive a
fraction of a share of Emerson Common Stock and an amount in cash
equal to any accrued and unpaid dividends on such share of the
Corporation's Preferred Stock all as described in the Notice of
Special Meeting of Shareholders and the Proxy Statement/Prospectus
accompanying this Proxy;

FOR [ ] ABSTAIN [ ] AGAINST [ ]

PLEASE SIGN AND DATE ON REVERSE SIDE AND RETURN

[BACK OF PROXY]

(3) With discretionary authority upon such other business as may properly
come before the meeting.

This Proxy will be voted as directed but, if no direction is indicated it will
be voted FOR Items (1) and (2) above each of which has been proposed by the
Board of Directors of the Corporation.

Date:
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Signature(s) of Shareholder(s)
INSTRUCTIONS

Please sign exactly as name appears hereon and where shares are held
jointly each holder should sign. When signing as attorney, administrator,
executor, trustee, guardian or other fiduciary, please give your full title.
If signing for a corporation, please indicate your office.

If you cannot be present in person at the meeting, it is important that
your Proxy be dated, signed and returned promptly in the enclosed envelope in
order to assure that your stock may be voted at the meeting.