FORM OF DEBT SECURITY

Exhibit 4.2

[FORM OF FACE OF [SECURITY]]

[GLOBAL SECURITY]

Unless and until this Security is exchanged in whole or in part for Securities
in definitive form, this Security may not be transferred except as a whole by
The Depository Trust Company, a New York corporation ("DTC" or the
"Depositary"), to a nominee of DTC or by a nominee of DTC to DTC or another
nominee of DTC or by DTC or any nominee to a successor Depositary or a nominee
of any successor Depositary. Unless this certificate is presented by an
authorized representative of DTC to the Issuer or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.]

EMERSON ELECTRIC CO.
[title of Security]

Principal Amount No.
$ CUSIP


EMERSON ELECTRIC CO., a Missouri corporation (the "Issuer"), for value
received, hereby promises to pay to [Cede & Co.] or registered assigns, at the
agency of the Issuer in the City of New York, New York, the principal sum of
DOLLARS on , in immediately available funds in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, and to pay interest,
semiannually on and of each year (each, an "Interest Payment
Date"), commencing, on said principal sum at said office or agency,
in like coin or currency, at the rate per annum specified in the title of this
[Security], from the most recent Interest Payment Date to which interest has
been paid or, if no interest has been paid, from , until payment of
said principal sum has been made or duly provided for; provided, that payment
of interest may be made at the option of the Issuer by check mailed to the
address of the person entitled thereto as such address shall appear on the
Security register. Each payment of interest in respect of an Interest Payment
Date shall include interest accrued through the day prior to such Interest
Payment Date. The interest so payable on any Interest Payment Date will, subject
to certain exceptions provided in the Indenture referred to on the reverse
hereof, be paid to the person in whose name this [Security] is registered
at the close of business on the or , as the case may be, next
preceding such Interest Payment Date.

Reference is made to the further provisions of this [Security] set
forth on the reverse hereof. Such further provisions shall for all purposes have
the same effect as though fully set forth at this place.



This [Security] shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed by the
Trustee under the Indenture referred to on the reverse hereof.

IN WITNESS WHEREOF, Emerson Electric Co. has caused this instrument to
be signed by facsimile by its duly authorized officers and has caused a
facsimile of its corporate seal to be affixed hereunto or imprinted hereon.

EMERSON ELECTRIC CO.

[SEAL]

By:________________________________



By:________________________________



[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

This is one of the Securities described in the within-mentioned Indenture.

Dated: THE BANK OF NEW YORK,
as Trustee


By:_______________________________
Authorized Signatory




[FORM OF REVERSE OF SECURITY]


EMERSON ELECTRIC CO.
[Title of Security]

This [Security] is one of a duly authorized issue of unsecured
debentures, notes or other evidence of indebtedness of the Issuer (hereinafter
called the "Securities") of the series hereinafter specified, all issued or to
be issued under and pursuant to an indenture dated as of , 1998 (herein
called the "Indenture"), duly executed and delivered by the Issuer to The Bank
of New York, as Trustee (herein called the "Trustee"), to which Indenture and
all indentures supplemental thereto reference is hereby made for a description
of the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Issuer and the holders of the Securities. The
Securities may be issued in one or more series, which different series may be
issued in various aggregate principal amounts, may mature at different times,
may bear interest (if any) at different rates, may be subject to different
redemption provisions (if any), may be subject to different sinking, purchase or
analogous funds (if any), may be subject to different sinking, purchase or
analogous funds (if any) and may otherwise vary as in the Indenture provided.
This [Security] is one of a series designated as the % [Securities] due of the
Issuer, limited in aggregate principal amount to $ (herein called the
"[Securities]").

[The [Securities] will not be redeemable prior to .][The
[Securities] may be redeemed at the option of the Issuer as a whole, or from
time to time in part, in the amount of $ or any multiple thereof, on any
date after and prior to maturity, upon mailing a notice of such
redemption not less than 30 nor more than 60 days prior to the date fixed
for redemption to the Holders of [Securities] at their last registered
addresses, all as further provided in the Indenture, at the following
redemption prices (expressed in percentages of the principal amount) together in
each case with accrued interest to the date fixed for redemption:

If redeemed on or before , %, and if redeemed during
the twelve-month period beginning ,

Year Percentage Year Percentage
---- ---------- ---- ----------





and thereafter at 100% of their principal amount.]

In case an Event of Default with respect to the [Securities] shall
have occurred and be continuing, the principal hereof may be declared, and upon
such declaration shall become, due and payable, in the manner, with the effect
and subject to the conditions provided in the Indenture.

The Indenture contains provisions permitting the Issuer and the
Trustee, with the consent of the Holders of not less than a majority in


aggregate principal amount of the Securities at the time Outstanding (as defined
in the Indenture) of all series to be affected (voting as one class), evidenced
as in the Indenture provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or modifying in any manner the
rights of the Holders of the Securities of each such series; provided, however,
that no such supplemental indenture shall (i) extend the final maturity of any
Security, or reduce the principal amount thereof or any premium thereon, or
reduce the rate or extend the time of payment of any interest thereon, or reduce
any amount payable on redemption thereof or reduce the amount of the principal
of an Original Issue Discount Security (as defined in the Indenture) payable
upon acceleration thereof or the amount thereof provable in bankruptcy, or
impair or affect the rights of any Holder to institute suit for the payment
thereof, or, if the Securities provide therefor, any right of repayment at the
option of the Holder, without the consent of the Holder of each Security so
affected, or (ii) reduce the aforesaid percentage of Securities, the Holders of
which are required to consent to any such supplemental indenture, without the
consent of the Holder of each Security affected. It is also provided in the
Indenture that, with respect to certain defaults or Events of Default regarding
the Securities of any series, prior to any declaration accelerating the maturity
of such Securities, the Holders of a majority in aggregate principal amount
Outstanding of the Securities of such series (or, in the case of certain
defaults or Events of Default, all or certain series of the Securities) may on
behalf of the Holders of all the Securities of such series (or all or certain
series of the Securities, as the case may be) waive any such past default or
Event of Default and its consequences. The preceding sentence shall not,
however, apply to a default in the payment of the principal of or premium, if
any, or interest on any of the Securities. Any such consent or waiver by the
Holder of this [Security] (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of this [Security] and any [Securities] which may be issued in exchange or
substitution herefor, irrespective of whether or not any notation thereof is
made upon this [Security] or such other [Securities].

No reference herein to the Indenture and no provision of this
[Security] or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of and any
premium and interest on this [Security] in the manner, at the respective times,
at the rate and in the coin or currency herein prescribed.

The [Securities] are issuable only in registered form, without coupons,
in denominations of $1,000 and any integral multiple thereof, and in book-entry
form. The [Securities] may be represented by one or more Global Securities
(each, a "Global [Security]") deposited with the Depositary and registered in
the name of the nominee of the Depositary, with certain limited exceptions. So
long as DTC or any successor Depositary or its nominee is the registered Holder
of a Global [Security], DTC, such Depositary or such nominee, as the case may
be, will be considered the sole owner or Holder of the [Securities] represented
by such Global [Security] for all purposes under the Indenture and the
[Securities]. Beneficial interest in the [Securities] will be evidenced only by,
and transfer thereof will be effected only through, records maintained by DTC
and its participants. Except as provided below, an owner of a beneficial
interest in a Global [Security] will not be entitled to have [Securities]
represented by such Global [Security] registered in such owner's name, will not


receive or be entitled to receive physical delivery of the [Securities] in
certificated form and will not be considered the owner or Holder thereof under
the Indenture.

No Global [Security] may be transferred except as a whole by the
Depositary to a nominee of the Depositary. Global [Securities] are exchangeable
for certificated [Securities] only if (x) the Depositary notifies the Issuer
that it is unwilling or unable to continue as Depositary for such Global
[Securities] or if at any time the Depositary ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, and the Issuer
fails within 90 days thereafter to appoint a successor, (y) the Issuer in its
sole discretion determines that such Global [Securities] shall be so
exchangeable or (z) there shall have occurred and be continuing an Event of
Default or an event which with the giving of notice or lapse of time or both
would constitute an Event of Default with respect to the [Securities]
represented by such Global [Securities]. In such event, the Issuer will issue
[Securities] in certificated form in exchange for such Global [Securities]. In
any such instance, an owner of a beneficial interest in the Global [Securities]
will be entitled to physical delivery in certificated form of [Securities] equal
in principal amount to such beneficial interest and to have such [Securities]
registered in its name. [Securities] so issued in certificated form will be
issued in denominations of $1,000 or any integral multiple thereof, and will be
issued in registered form only, without coupons.

The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the registered Holder hereof as the absolute owner of
this [Security] (whether or not this [Security] shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal hereof and
premium, if any, and subject to the provisions on the face hereof, interest
hereon, and for all other purposes, and neither the Issuer nor the Trustee nor
any authorized agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.

No recourse under or upon any obligation, covenant or agreement of the
Issuer in the Indenture or any indenture supplemental thereto or in any
[Security], or because of the creation of any indebtedness represented thereby,
shall be had against incorporator, stockholder, officer or director, as such, of
the Issuer or of any successor corporation, either directly or through the
Issuer or any successor corporation, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance hereof and as part of the consideration for the
issue hereof.

The acceptance of this [Security] shall be deemed to constitute the
consent and agreement of the Holder hereof to all of the terms and provisions of
the Indenture. Terms used herein which are defined in the Indenture shall have
the respective meanings assigned thereto in the Indentures.

THE INDENTURE AND THE [SECURITIES] SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICTS OF LAW PRINCIPLES THEREOF.