EXHIBIT 3(a)(i)

                   TERMINATION OF DESIGNATED SHARES OF STOCK
                        PURSUANT TO SECTION 351.180 (7)
                      2,500,000 SHARES OF SERIES A JUNIOR
                 PARTICIPATING PREFERRED STOCK, $2.50 PAR VALUE

          Pursuant to Section 351.180(7) of the General and Business
Corporation Law of the State of Missouri, the undersigned hereby certifies as
follows:

          1.  The name of the corporation is:  Emerson Electric Co., a Missouri
corporation (the "Company").

          2.  On November 3, 1988, a Certificate of Designation of Series A
Junior Participating Preferred Stock (the "Series A Preferred Stock") was filed
with the Missouri Secretary of State.  A copy of the Certificate of Designation
issued by the Secretary of State is attached.

          3.  No shares of Series A Preferred Stock are outstanding and none
have been or will be issued subject to the Certificate of Designations
previously filed.

          4.  On October 6, 1998, the Board of Directors of the Company adopted
the following resolution, approving the termination of the Series A Preferred
Stock:

          RESOLVED FURTHER, that provided the 1988 Rights are not then
exercisable, effective November 1, 1998, no shares of Series A Preferred Stock
will be outstanding and none of such shares will be issued pursuant to the
Certificate of Designation designating the number of shares Series A Preferred
Stock, and fixing the powers, preferences and relative, participating, optional
and other special rights of the shares of Series A Preferred Stock, so that
such Certificate of Designation will be terminated, and the reservation of
shares of the Company's capital stock for issuance upon exercise of the 1988
Rights, will be canceled, and such shares of the Company's capital stock be
eligible to be issued or reserved for other proper purposes.

          IN WITNESS WHEREOF, this Termination of Designated Shares is executed
on behalf of the Company by its Senior Vice President and attested by its
Assistant Secretary on this 1st day of November, 1998.

                                   /s/ W. Wayne Withers
                                   -----------------------------
                                   W. Wayne Withers
                                   Senior Vice President,
                                   Secretary and General Counsel


/s/ Harley M. Smith
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Harley M. Smith
Assistant Secretary