EXHIBIT 10(g)



                                AMENDMENT NO. 2 TO
                               EMERSON ELECTRIC CO.
                            1993 INCENTIVE SHARES PLAN
                            --------------------------


      WHEREAS, pursuant to Section 12 of the Emerson Electric Co. 1993
 Incentive Shares Plan ("Plan") the Compensation and Human Resources Committee
 ("Committee")of the Board of Directors of Emerson Electric Co. was given the
 authority, subject to specified limitations, to amend the Plan;  and

      WHEREAS, the Committee has approved an authorized Amendment to the Plan
 as herein set forth.

      NOW THEREFORE, the Plan is amended as follows:

      1.  The title and the first paragraph of Section 7 are deleted and in
 their place is substituted the following:

      "7. Time of Payment.  Subject to the provisions of the following
 paragraghs of this Section 7, distribution of amounts to which a Participant
 is entitled, because the applicable targeted performance objective is met,
 shall be made as soon as practicable after the holder of the Performance
 Shares becomes entitled thereto, unless payment of the Performance Award is
 subject to specified vesting conditions after attainment of the performance
 objective, in which case payment shall be delayed until such vesting
 conditions have been satisfied."











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      The foregoing is the full text of Amendment No. 2 to the Emerson Electric
 Co. 1993 Incentive Shares Plan as approved by the Compensation and Human
 Resources Committee of the Board of Directors of Emerson Electric Co. on June
 6, 1995.