Form: 8-K

Current report

December 29, 1997

8-K: Current report

Published on December 29, 1997


SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

------------------

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 OF THE
SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 29, 1997

EMERSON ELECTRIC CO.
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

MISSOURI 1-278 43-0259330
----------------------------- ------------------ -------------------
(STATE OR OTHER JURISDICTION (COMMISSION FILE (IRS EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)



8000 WEST FLORISSANT AVENUE
ST. LOUIS, MISSOURI 63136
- -------------------------------------- ---------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)


(314) 553-2000
-------------------------------
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


THE EXHIBIT INDEX IS LOCATED AT PAGE 3.








ITEM 5. OTHER EVENTS
------------

The Company is filing herewith the following exhibit to its
Registration Statement on Form S-4 (File No. 333-40871), which was declared
effective November 24, 1997.

1. Opinion of Jones, Day, Reavis & Pogue regarding certain
federal tax consequences relating to the Merger.

2. Consent of Jones,Day, Reavis & Pogue


SIGNATURES

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 thereunto duly authorized.


EMERSON ELECTRIC CO.



By: /s/ Harley M. Smith
----------------------------
Assistant General Counsel
and
Assistant Secretary


December 29, 1997







EXHIBIT INDEX


EXHIBIT DESCRIPTION
------- -----------

8.1 Opinion of Jones, Day, Reavis & Pogue regarding
certain federal tax consequences relating to the
Merger

23(d) Consent of Jones, Day, Reavis & Pogue (included in
Exhibit 8.1)