Exhibit 10(b)
                    Amendment No. 3 to 1986 Stock Option Plan

                                               Corrected Amendment
                    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 the Company, a subsidiary or an
affiliate divests itself of all its interest in a subsidiary or an affiliate,
all outstanding options held by an optionee employed by such divested
subsidiary or affiliate may be exercised by such optionee at any time within
three (3) months after such divestiture, but not after ten (10) years from the
date on which such options were granted.

     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.