Exhibit 10(b)
                             AMENDMENT NO. 3 TO THE
                              EMERSON ELECTRIC CO.
                             1986 STOCK OPTION PLAN

                  WHEREAS,  Emerson  Electric  Co. (the  "Company")  previously
adopted the Emerson Electric Co. 1986 Stock Option Plan (the "Plan"); and

                  WHEREAS,  the Board of Directors  (the "Board") of the Company
retained the right to amend the Plan pursuant to Section 16 thereof; and

                  WHEREAS,  on behalf of the Board,  the  Compensation and Human
Resources Committee of the Board has approved and authorized  Amendment No. 3 to
the Plan as herein set forth;

                  NOW, THEREFORE,  effective as of November 5, 1985, the Plan is
amended as follows:

         1.       The following sentence is added at the end of Section 9 of the
Plan:

                  In addition, in the event that the Company, a subsidiary or an
affiliate divests itself of all of its interest in a subsidiary or an affiliate,
the  optionee may  exercise  vested  options at any time within three (3) months
after  such  divestiture,  but not  after  ten (10)  years  from the date of the
granting thereof.

         2. Section 10 of the Plan is amended in its entirety as follows:

                  10.      Death of Holder of Option.

                           In the event an individual to whom an option has been
granted  under  the  Plan  dies  while  he is  employed  by  the  Company  (or a
subsidiary),  the options  held by the  individual  at death shall  become fully
vested  immediately  and may be exercised by a legatee or legatees of the option
holder under his last will, or by his personal  representatives or distributees,
at any time  within a period of one (1) year after his death,  but not after ten
(10) years from the date of granting thereof. In the event an individual to whom
an option has been granted under the Plan dies within three (3) months after the
termination of his employment (or one (1) year in the case of the termination of
employment  of an option holder who is disabled as above  provided),  the option
theretofore  granted may be exercised,  to the extent exercisable at the date of
death,  by a legatee or legatees of the option holder under his last will, or by
his or her personal representatives or distributees, at any time within a period
of one (1) year after his  death,  but not after ten (10) years from the date of
granting thereof, and only if and to the extent that he was entitled to exercise
the option at the date of his death.

                                 * * * * * * * *

                  The  foregoing  is the  full  text of  Amendment  No. 3 to the
Emerson  Electric Co. 1986 Stock Option Plan as approved and  authorized  by the
Compensation and Human Resources  Committee of the Board of Directors of Emerson
Electric Co. on June 27, 2000.