Exhibit 10(k)

                         DEFERRED COMPENSATION

                       For Non-Employee Directors
                      (As Amended February, 1994)


1.  Eligibility

Effective February 1, 1982, each director who is not an employee of
Emerson Electric Co. ("Emerson" or the "Company") or a corporation
in which Emerson owns 50% or more of the outstanding stock, shall
have the right to elect to defer the payment of all or any part of
the cash compensation to which such director would otherwise be
entitled as retainers or fees, whether for service on the Board of
Directors of Emerson or on a Committee thereof ("Fees"), with such
deferred compensation payable at the time or times in the manner
hereinafter stated.  Effective upon implementation of the Amendment
and Restatement approved on June 6, 1989, as determined by the
Committee (as hereafter defined in Section 4), each such director
who elects to defer Fees hereunder may, at the time of such
election, also elect to have some or all of such deferred Fees
converted into units equivalent to shares of Emerson common stock
("Units") in which case Emerson shall establish an account for
such director and shall credit to the account a number of Units
equal to the number of full and fractional shares of Emerson common
stock ("Shares") which could be purchased with such deferred Fees
on the date such Fees would have been paid had there been no
deferral.  In addition, any such director who elected to defer Fees
hereunder prior to such implementation, may elect to have such
deferred Fees not previously paid also converted into full and
fractional Units.  The price per Share for converting into Units
shall be the mean between the high and the low of the price per
Share on the New York Stock Exchange on such dates for such Shares,
or if no Shares have been traded on such date, then the next
succeeding date on which such Shares have been traded ("Market
Price").

2.  Election

Each director who elects to defer the payment of Fees shall execute
and deliver to the Vice President Corporate Administration (J. A.
Harmon) a "Notice of Election".  Such Notice will provide (i) the
percentage or amount of Fees to be deferred, (ii) the date such
deferral is to commence, (iii) the manner of distribution, (iv) the
date each distribution is to commence (which date, in the case of
an election to convert all or any deferred fees into Units, shall
be at least six months after the last Fee or dividend payment or
other distribution subject to the Notice would otherwise have been
payable), (v) the extent to which the deferred Fees are to be
credited with interest as provided in Section 4 or converted into
Units as provided in Section 1, and (vi) the beneficiary
designations of the participating director.  Such deferral
election shall be applicable only to Fees earned by reason of
services rendered after the date of such Notice.





An election to defer Fees shall continue in effect until revoked
(in the case of an election in which no portion of any deferred
Fees will be converted into Units), or modified by a subsequent
"Notice of Election", provided however, (i) that every election to
defer (whether such deferred Fees are converted into Units or not),
and the manner and date of distribution thereof, shall be
irrevocable as to Fees earned prior to the date of revocation or
modification, (ii) in the case of an election in which no portion
of any deferred Fees will be converted into Units, such election
may be changed or revoked with respect to both future and past
deferrals, but no more frequently than once per calendar year,
provided, that any change to an election to convert deferred Fees
into Units must comply with the first paragraph of this Section 2,
and (iii) in the case of an election to convert all or any deferred
Fees into Units, such election may not be revoked and may not be
changed more frequently than once per calendar year and then only
to cease future deferrals or to change the level of future
deferrals.  Revocation or modification shall be made in writing to
the Vice President Corporate Administration (J. A. Harmon) and
shall be effective upon the date stated therein.

3.  Payment of Deferred Fees

No Fees so deferred shall be payable to a director until the time
designated in the Notice of Election, his disability, resignation
as a director, removal from office or demonstration of severe
financial hardship. Demonstration of severe financial hardship must
be proved to the satisfaction of the Compensation and Human
Resources Committee of the Company's Board of Directors, or such
other Committee of such Board as may be designated by such Board
to administer the Plan from time to time (the "Committee").
Provided that no Fees which have been converted into Units shall
be payable on account of hardship.  Provided, further, that Fees
which have been converted into Units and which become payable by
reason of a director's resignation as a director or his removal
from office shall be payable six months after his resignation or
removal.  Subject to Section 6 and the foregoing provisions of this
Section 3, upon the occurrence of any of these events, all such
deferred Fees, together with any interest or dividend accruals
thereon, as hereafter provided, shall be payable in a cash lump sum
amount (with Fees which have been converted into Units, converted
into cash equal to the Market Price on the payment date multiplied
by the number of Units then being paid) to such director, or his
beneficiary, within thirty (30) days from the date of such event,
unless the director shall have designated an optional installment
payment in the Notice of Election with respect to the Fees then
being deferred, in which event the first such installment shall be
paid within thirty (30) days of such date.  Installment payments
will be made in approximately equal periodic installments over a
period not to exceed ten (10) years, provided however, that no such
installment method of distribution may be elected which will result
in any regular installment being less than $400.  In the event a
director shall elect such installment method of distribution,
either interest shall continue to be credited on the undistributed
sums as provided in Section 4, or dividend accruals shall continue
to be credited on the undistributed Units in his account as
provided in the next paragraph of this Section 3, as the director
shall elect.


A director who elects to have deferred Fees converted into Units
shall have his account credited with additional Units equal in
value to dividends which he would have received if he had been the
owner of a number of Shares equal to the number of Units in his
account.  The price per share for converting dividends into such
additional Units shall be the Market Price as of the payment dates
for such dividends.  Within 30 days after the date ending the
deferral period, the director shall commence receiving payment of
deferred Fees, either in cash (with interest) or the cash value of
Units paid (said cash being equal to the Market Price on such
payment date multiplied by the number of Units then being paid).
No director shall be deemed to be the owner of any Shares pursuant
to this Plan.  The form of payments shall be a cash lump sum or
approximately equal periodic installments over a period of not to
exceed ten (10) years, as the director shall designate in
accordance with this Section 3.

Notwithstanding anything else contained in the Plan, in no event
shall a director receive payment in respect of any Fees converted
into Units prior to the expiration of six (6) months after such
Fees were converted.

4.  Interest Rate

Fees deferred by a director who has not elected to have his
deferred Fees converted into Units, shall be credited with interest
compounded quarterly at the prime rate with any change in interest
rates taking effect simultaneously with the change in the prime
rate, or such other rate as may be established from time to time
by the Committee.  Such interest shall accrue from the dates that
Fees would otherwise be payable had such Fees not been deferred.
For all purposes of this Plan, the term "prime rate" shall mean the
prime rate publicly announced by The Boatmen's National Bank of St.
Louis for 90-day commercial loans.

5.  Designation of Beneficiary

Each director may designate one or more beneficiaries to receive
all sums due to such director hereunder upon his death.  Such
beneficiary designation may be revoked or amended by such director,
from time to time, by appropriate notice in writing delivered to
the Vice President Corporate Administration (J. A. Harmon).  In the
absence of any beneficiary designation or in the event that the
designated beneficiaries shall not be living at the time of death
of the director, the account value on the date of death of the
director shall be payable and delivered to the estate of such
deceased director.













6.  Death or Incapacity of Director

Upon the death of a serving director, the entire account balance,
including all Fees deferred under the Plan, and all unpaid
installments of Fees then being paid and interest and earnings
thereon, shall be made in one lump sum cash amount to his
designated beneficiary or estate.  In addition, with respect to
each director who has elected to have his deferred Fees converted
into Units a cash lump sum equal to the Market Price on the date of
death multiplied by the number of Units credited to his account on
such date shall be paid to his designated beneficiary or estate.
Upon the death of a director who had previously retired and had
elected an installment method of distribution, all sums remaining
undistributed shall be paid in one lump sum cash amount to his
designated beneficiary or estate.

In the event that any person to whom deferred Fees are
distributable under the terms of this Plan shall be unable to
properly manage his or her own affairs by reason of incapacity, all
amounts payable hereunder may be paid to a duly appointed personal
representative, conservator or guardian or to any person, firm or
corporation furnishing or providing support and maintenance to such
distributee.  The Company and its officers and employees shall be
fully and completely exonerated from all liability to any
distributee upon making payment in accordance with the terms of
this paragraph.

7.  Change of Control

Notwithstanding anything else contained in the Plan, in the event
of a Change of Control (as hereinafter defined), the entire account
balance of each director, including all Fees deferred under the
Plan, and all unpaid installments of Fees then being paid, and
interest and earnings thereon, shall immediately be paid to the
director in a single cash lump sum.  Provided, however, that no
Fees which have at any time been converted into Units shall be paid
or accelerated on account of a Change of Control.  For the purpose
of this section, a "Change of Control" shall mean:

(i)  The purchase or other acquisition (other than from Emerson) by
any person, entity or group of persons, within the meaning of
Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (excluding, for this purpose, Emerson
or its subsidiaries or any employee benefit plan of Emerson or its
subsidiaries), of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of either
the then-outstanding shares of common stock of Emerson or the
combined voting power of Emerson's then-outstanding voting
securities entitled to vote generally in the election of directors;
or










(ii)  Individuals who, as of the date hereof, constitute the Board
of Directors of Emerson (the "Board" and, as of the date hereof,
the "Incumbent Board") cease for any reason to constitute at least
a majority of the Board, provided that any person who becomes a
director subsequent to the date hereof whose election, or
nomination for election by Emerson's shareholders, was approved by
a vote of at least a majority of the directors then comprising the
Incumbent Board (other than an individual whose initial assumption
of office is in connection with an actual or threatened election
contest relating to the election of directors of Emerson, as such
terms are used in Rule 14a-11 of Regulation 14A promulgated under
the Exchange Act) shall be, for purposes of this section,
considered as though such person were a member of the Incumbent
Board; or

(iii)  Approval by the stockholders of Emerson of a reorganization,
merger or consolidation, in each case with respect to which persons
who were the stockholders of Emerson immediately prior to such
reorganization, merger or consolidation do not, immediately
thereafter, own more than 50% of, respectively, the common stock
and the combined voting power entitled to vote generally in the
election of directors of the reorganized, merged or consolidated
corporation's then-outstanding voting securities, or of a
liquidation or dissolution of Emerson or of the sale of all or
substantially all of the assets of Emerson.

8.  Amendment and Termination

The Committee may at any time amend or terminate this Deferred
Compensation Plan with respect to Fees earned on or after the date
of amendment or termination, except that this Plan, as amended,
shall apply to deferred fees, Units and interests in this Plan
earned prior to the date hereof in order to comply with Rule
16a-1 (c)(3)(ii), as referred to in Section 9.  No action of the
Committee may permit anyone other than the directors eligible under
Section 1 to participate in the Plan or withdraw the administration
of the Plan from the Committee or the Administrator who has been
designated by the Committee to administer the Plan.

9.  Miscellaneous

The Committee shall have full power and authority to administer,
construe and interpret this Plan.  The Committee may, from time to
time, name a Company employee to administer, construe or interpret
the terms of the Plan.  The decisions of the Committee concerning
the administration, construction and interpretation of this Plan
shall be final, conclusive and binding upon all parties involved,
including the successors and assigns of Emerson.  Payments required
to be made under Section 6 or 7 shall be made as soon as
practicable after the death of the director or termination of the
Plan, as the case may be.









No right or payment under this Plan shall be subject to
anticipation, alienation, sale, assignment, pledge,
encumbrance or charge, and any attempt to anticipate, alienate,
sell, assign, pledge, encumber or charge the same shall be null and
void.  No right or payment hereunder shall be liable for or subject
to the debts, contracts, liabilities or torts of the person
entitled to such benefit.  If any participant or beneficiary
hereunder should become bankrupt or attempt to anticipate,
alienate, sell, assign, pledge, encumber or charge any right or
payment hereunder, then such right or payment shall, in the
discretion of the Committee terminate.  In such a case, the Company
may hold or apply the same or any part thereof for the benefit of
the participant or beneficiary, his or her spouse, children or
other dependents, or any of them, in such manner and in such
proportion as the Committee shall determine, and their decision
shall be final, conclusive and binding upon all persons involved.

In the event of changes in the outstanding Shares of the Company by
reason of stock dividends, spin-offs, recapitalization, mergers,
consolidations, split-ups, combinations or exchange of shares and
the like, the account of a director who has elected to convert his
deferred Fees into Units shall be appropriately adjusted to reflect
such action if such action consists of distribution of Company
stock.  If such action consists of any other distribution, the
value of such distribution shall be converted to Units on the date
of such distribution.

This Plan is unfunded.  Detailed records of amounts deferred
hereunder, including interest credits and payouts, shall be
maintained by the Vice President Corporate Administration (J. A.
Harmon), and made available on reasonable notice for any director's
inspection with respect to such director's own deferrals.

This Plan shall at all times be interpreted and administered in
accordance with Rule 16a-1(c)(3)(ii) as amended from time to time
and any successor provision thereto, under Section 16 of the
Securities Exchange Act of 1934, as promulgated by the Securities
and Exchange Commission, such that Units and interests in this Plan
shall not be deemed to be "derivative securities" within the
meaning of Rule 16a-1(c), as amended from time to time and any
successor provision thereto.  Any provision of this Plan which is
in conflict with Rule 16a-1(c)(3)(ii) shall be null and void.