Edgar Filing: EMERSON ELECTRIC CO

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 17, 2003

REGISTRATION STATEMENT NO. 333-

POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION STATEMENT NO. 333-52658

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
EMERSON ELECTRIC CO.
(Exact name of registrant as specified in its charter)

MISSOURI 43-0259330
(State or other jurisdiction of incorporation (IRS Employer Identification No.)
or organization)

8000 WEST FLORISSANT AVENUE, STATION 2431, P.O. BOX 4100
ST. LOUIS, MISSOURI 63136
(Address of principal executive offices)

Registrant's telephone number including area code: (314) 533-2000
-------------------------
HARLEY M. SMITH, ESQ.
ASSISTANT GENERAL COUNSEL AND ASSISTANT SECRETARY
EMERSON ELECTRIC CO.
8000 WEST FLORISSANT AVENUE, STATION 2431, P.O. BOX 4100
ST. LOUIS, MISSOURI 63136
(314) 553-2431
(Name, address and telephone number of Agent for service)
-------------------------
COPIES OF ALL COMMUNICATIONS TO:

MARY ANNE O'CONNELL
HUSCH & EPPENBERGER, LLC
190 CARONDELET PLAZA, STE. 600
ST. LOUIS, MO 63105-3441
(314) 480-1715
(314) 480-1505 -- FACSIMILE
-------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the Registration Statement becomes effective.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]

(Continued on next page)

CALCULATION OF REGISTRATION FEE

----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1)(2) UNIT(3) PRICE(4) REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------

Debt Securities(5)...................
Preferred Stock $2.50 per share(5)...
Common Stock $0.50 per share(5)(6)...
Warrants(7).......................... $2,500,000,000 -- $2,500,000,000 $77,250(10)
Share Purchase Contracts(8) and......
Share Purchase Units (9).............
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------

(1) Such indeterminate number of shares of common stock, preferred stock,
warrants, share purchase contracts and share purchase units and such
indeterminate principal amount of debt securities as may from time to time
be issued at indeterminate prices, not specified as to each class of
securities pursuant to General Instruction II-D of Form S-3.

(2) Represents the aggregate initial offering price of all securities sold,
(or, for any Debt Securities issued at an original issue discount, the
initial accreted value of such Debt Securities) not in excess of
$2,500,000,000 to the Registrant (including the $500,000,000 of Debt
Securities carried forward from a prior registration statement as described
in note 10), or if any securities are issued with an offering price payable
in foreign currency, such amount as shall result in an aggregate initial
offering price equivalent to $2,500,000,000 at the time of initial
offering.

(3) The proposed maximum offering price per unit or share will be determined
from time to time by the registrant in connection with the issuance by the
registrant of securities registered hereunder, and is not specified as to
each class of securities pursuant to General Instruction II-D of Form S-3.

(4) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933 and exclusive
of accrued interest and dividends, if any.

(5) Also includes such indeterminate number of shares of common stock and
preferred stock or amount of debt securities as may be issued upon
conversion of or exchange for any debt securities or preferred stock that
provide for conversion into or exchange for other securities. The number
and amount of such securities include securities issued upon the exercise
of warrants or in connection with share purchase contracts and share
purchase units. No separate consideration will be received for the
preferred stock or common stock or debt securities issuable upon conversion
of or in exchange for debt securities or preferred stock. Also includes
such indeterminate number of shares of common stock and preferred stock or
amount of debt securities as may be required for delivery upon conversion
of any convertible debt securities or convertible preferred stock as a
result of anti-dilution provisions thereof.

(6) Each share of common stock issued also represents one preferred stock
purchase right. Preferred stock purchase rights currently cannot trade
separately from the underlying common stock and, therefore, do not carry a
separate price, or necessitate an additional registration fee.

(7) Represents an indeterminate number of warrants as may be issued at
indeterminate prices, representing rights to purchase common stock,
preferred stock and debt securities, or any combination. Such warrants may
be issued together with debt securities, preferred stock, common stock or
other securities offered by any prospectus, and the warrants may be
attached to or separate from those offered securities.

(8) Represents an indeterminate number of share purchase contracts as may be
issued at indeterminate prices, representing obligations to purchase common
stock and preferred stock. Such share purchase contracts may be issued
separately or as part of share purchase units.

(9) Represents an indeterminate amount and number of share purchase units,
consisting of share purchase contracts together with debt securities,
common stock, preferred stock, warrants or debt obligations of third
parties securing the holders' obligations to purchase the securities under
the share purchase contracts.

(10) $500,000,000 principal amount of Debt Securities was previously registered
on Form S-3 and declared effective on January 5, 2001 (Registration No.
333-52658) and is carried forward as a portion of the $2,500,000,000 being
registered on this Form S-3. The amount of filing fee associated with those
Debt Securities paid with such earlier registration statement and offset
against the currently due filing fee is $125,000. Pursuant to Rule 429
under the Securities Act of 1933, as amended, the Prospectus contained
herein will also be used in connection with Registration Statement No.
333-52658 previously filed by the Registrant. This Registration Statement,
which is a new registration statement, also constitutes Post-Effective
Amendment No. 2 to Registration Statement No. 333-52658 and such Amendment
shall become effective concurrently with the effectiveness of this
Registration Statement and in accordance with Section 8(c) of the
Securities Act of 1933.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED NOVEMBER 17, 2003

[EMERSON LOGO]

$2,500,000,000

EMERSON ELECTRIC CO.

DEBT SECURITIES
PREFERRED STOCK ($2.50 PAR VALUE)
COMMON STOCK ($0.50 PAR VALUE)
WARRANTS
SHARE PURCHASE CONTRACTS
SHARE PURCHASE UNITS
-------------------------
We may offer and issue debt securities, preferred stock, common stock,
warrants, share purchase contracts and share purchase units from time to time.
The shares of preferred stock or debt securities may be convertible into or
exchangeable for shares of our common stock or other securities. This Prospectus
describes the general terms of these securities and the general manner in which
we will offer them. We will provide the specific terms of these securities in
supplements to this prospectus. The prospectus supplements will also describe
the specific manner in which we will offer these securities. You should read
this prospectus and any prospectus supplement carefully before you invest.

Our common stock is listed on the New York Stock Exchange and the Chicago
Stock Exchange under the symbol "EMR." On November 14, 2003, the closing price
of our common stock was $60.25 per share.
-------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED THAT
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-------------------------
We may offer these securities in amounts, at prices and on terms determined
at the time of offering. We may sell the securities directly to you, through
agents we select, or through underwriters and dealers we select. More
information about the way we will distribute the securities is under the heading
"Plan of Distribution." Information about the underwriters or agents who will
participate in any particular sale of securities will be in the prospectus
supplement relating to that series of securities. Unless we state otherwise in a
prospectus supplement, we will not list any of the debt securities on any
securities exchange.
-------------------------
THE DATE OF THIS PROSPECTUS IS NOVEMBER 17, 2003.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, which we refer to as the "SEC," utilizing a
"shelf" registration process. Under this shelf process, we may, from time to
time, sell any combination of the securities described in this prospectus in one
or more offerings up to a total amount of $2,500,000,000, or the equivalent of
this amount in foreign currencies or foreign currency units.

In this prospectus, "we," "us," "our," the "Company" and "Emerson" refer to
Emerson Electric Co.

This prospectus provides you with a general description of the securities
we may offer. Each time we sell securities, we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. We will file each prospectus supplement with the SEC. The prospectus
supplement may also add, update or change information contained in this
prospectus. You should read both this prospectus and any prospectus supplement
together with additional information described under the heading "Where You Can
Find More Information" below.

You should rely only on the information provided in this prospectus and in
any prospectus supplement, including the information incorporated by reference.
We have not authorized anyone to provide you with different information. You
should not assume that the information in this prospectus, or any supplement to
this prospectus, is accurate at any date other than the date indicated on the
cover page of these documents. This prospectus is not an offer to sell or a
solicitation of an offer to buy any securities other than the securities
referred to in the prospectus supplement. This prospectus is not an offer to
sell or a solicitation of an offer to buy such securities in any circumstances
in which such offer or solicitation is unlawful. You should not interpret the
delivery of this prospectus, or any sale of securities, as an indication that
there has been no change in our affairs since the date of this prospectus. You
should also be aware that information in this prospectus may change after this
date.

TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION......................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............. 3
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS... 3
INFORMATION ABOUT EMERSON................................... 4
USE OF PROCEEDS............................................. 4
RATIO OF EARNINGS TO FIXED CHARGES.......................... 4
DESCRIPTION OF THE DEBT SECURITIES.......................... 5
BOOK-ENTRY DEBT SECURITIES.................................. 9
DESCRIPTION OF CAPITAL STOCK OF EMERSON..................... 10
DESCRIPTION OF WARRANTS..................................... 20
DESCRIPTION OF SHARE PURCHASE CONTRACTS AND SHARE PURCHASE
UNITS..................................................... 22
PLAN OF DISTRIBUTION........................................ 24
LEGAL MATTERS............................................... 26
EXPERTS..................................................... 26

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Securities Exchange
Act of 1934. As a result, we file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any of
these documents at the SEC's public reference rooms in Washington, D.C., New
York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Our SEC filings are also
available to the public at the SEC's web site at http://www.sec.gov. Because our
common stock trades on the New York Stock Exchange and

the Chicago Stock Exchange under the symbol "EMR," those materials can also be
inspected and copied at the offices of those organizations.

We have filed with the SEC a registration statement under the Securities
Act that registers the distribution of these securities. The registration
statement, including the attached exhibits and schedules, contains additional
relevant information about us and the securities. The rules and regulations of
the SEC allow us to omit certain information included in the registration
statement from this prospectus. You can get a copy of the registration statement
from the sources referred to above.

INFORMATION WE INCORPORATE BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file
with it in this prospectus, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, except
for any information that is superceded by other information that is included in
or incorporated by reference into this document.

We incorporate by reference into this prospectus the documents listed below
that we have previously filed with the SEC. These documents contain important
information about us.

- Our Annual Report on Form 10-K for the year ended September 30, 2003.

- The description of our common stock contained in our Registration
Statement on Form 10 as amended by our Form 8 filed on January 19, 1981.

- The description of our preferred stock purchase rights contained in our
Registration Statement on Form 8-A filed October 6, 1998.

We incorporate by reference into this prospectus any additional documents
that we may file with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934 between the date we first filed the registration
statement to which this prospectus relates and the termination of the offering
of the securities. These documents may include periodic reports, like Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K, as well as Proxy Statements. Any material that we subsequently file with
the SEC will automatically update and replace the information previously filed
with the SEC.

You may receive a copy of any of the documents incorporated by reference in
this prospectus from the SEC on its web site (http://www.sec.gov), or you may
read and copy any materials we file with the SEC at the SEC's Public Reference
Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain
information on the operation of the public reference room by calling the SEC at
1-800-SEC-0330. You can also obtain these documents from us, without charge, by
contacting H. M. Smith, our Assistant Secretary and Assistant General Counsel,
at Emerson Electric Co., Station 2431, 8000 West Florissant Avenue, P.O. Box
4100, St. Louis, Missouri 63136, telephone 314-553-2431, e-mail
harley.smith@emrsn.com. Information on our web site is not part of this
prospectus or the registration statement of which this prospectus is part.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Statements in this registration statement contain various forward-looking
statements and include assumptions concerning our operations, future results and
prospects. These forward-looking statements are based on current expectations
and are subject to risk and uncertainties. We undertake no obligation to update
any such statement to reflect later developments. In connection with the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995, we
provide the following cautionary statement identifying important economic,
political and technological factors, among others, changes in which could cause
the actual results or events to differ materially from those set forth in or
implied by the forward-looking statements and related assumptions.

Such factors include the following: (i) current and future business
environment, including interest rates and capital and consumer spending; (ii)
volatility of the end markets served, as demonstrated by the recent decline in
the electronics and telecommunications market; (iii) competitive factors and
competitor responses to Emerson initiatives; (iv) development and market
introduction of anticipated new products; (v) availability of raw materials and
purchased components; (vi) government laws and regulations, including taxes;
(vii) outcome of pending and future litigation, including environmental
compliance; (viii) stable governments and business conditions in emerging
economies; (ix) penetration of emerging economies; (x) favorable environment for
acquisitions, domestic and foreign, including regulatory requirements and market
values of candidates; (xi) integration of acquisitions; (xii) favorable access
to capital markets; and (xiii) execution of cost-reduction efforts.

INFORMATION ABOUT EMERSON

Emerson Electric Co. was incorporated in Missouri in 1890. We were
originally engaged in the manufacture and sale of electric motors and fans. We
subsequently expanded our product lines through internal growth and
acquisitions. We now engage principally in the design, manufacture and sale of a
broad range of electrical, electromechanical and electronic products and systems
throughout the world. Our principal executive offices are at 8000 West
Florissant Avenue, P. O. Box 4100, St. Louis, Missouri 63136. Our telephone
number is (314) 553-2000.

USE OF PROCEEDS

Unless otherwise specified in the relevant prospectus supplement, we intend
to add the net proceeds from the sale of the securities to our general funds. We
expect to use the proceeds for general corporate purposes, which may include,
but are not limited to, working capital, capital expenditures, financing
acquisitions and the repayment of short or long term borrowings. Before we use
the proceeds for these purposes, we may invest them in short term investments.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratios of earnings to fixed charges for
the periods indicated. For purposes of computation of the ratio of earnings to
fixed charges, earnings consist of earnings from continuing operations before
income taxes and cumulative effects of changes in accounting principles and
minority interests in the income of consolidated subsidiaries with fixed charges
plus the amount of fixed charges. Fixed charges consist of interest expense and
that portion of rental expense deemed to represent interest.

YEAR ENDED SEPTEMBER 30,
------------------------------------------------
1999 2000 2001 2002 2003
---- ---- ---- ---- ----

Ratio of Earnings to Fixed Charges................ 9.0x 7.1x 5.4x 6.1x 5.5x
==== ==== ==== ==== ====

DESCRIPTION OF THE DEBT SECURITIES

This section describes some of the general terms of the debt securities
that we may issue, either separately, or upon exercise of a warrant, or as part
of a share purchase unit. Each prospectus supplement describes the particular
terms of the debt securities we are offering under that supplement. The
prospectus supplement also indicates the extent, if any, to which such general
provisions may not apply to the particular debt securities we are offering under
that supplement. When we refer to a prospectus supplement we are also referring
to any applicable pricing supplement.

We will issue the debt securities under an Indenture between us and The
Bank of New York, which is serving as Trustee. We are summarizing certain
important provisions of the Indenture and the debt securities. We do not restate
the Indenture or the debt securities in their entirety. We urge you to read the
Indenture and the debt securities because they, and not this description, define
your rights as holders of the debt securities. We filed the Indenture with the
SEC in the past, and it is incorporated by reference as an exhibit to the
registration statement that includes this prospectus. When we use capitalized
terms that we don't define here, those terms have the meanings given in the
Indenture. When we use references to Sections, we mean Sections in the
Indenture.

GENERAL

The debt securities will be our unsecured obligations. The debt securities
may be referred to as debentures, notes (including notes commonly referred to as
medium term notes) or other unsecured evidence of indebtedness.

The Indenture does not limit the amount of debt securities that we may
issue under the Indenture, nor does it limit other debt that we may issue. We
may issue the debt securities at various times in different series, each of
which may have different terms.

The prospectus supplement relating to the particular series of debt
securities we are offering will include the following information concerning
those debt securities:

- The title of the debt securities.

- Any limit on the amount of such debt securities that we may offer.

- The price at which we are offering the debt securities. We will usually
express the price as a percentage of the principal amount.

- The amortization schedule, maturity date or retirement of the debt
securities.

- The interest rate per annum on the debt securities. We may specify a
fixed rate or a variable rate, or we may offer debt securities that do
not bear interest but are sold at a substantial discount from the amount
payable at maturity.

- The date from which interest on the debt securities will accrue.

- The dates on which we will pay interest and the regular record dates for
determining which holders are entitled to receive the interest.

- If applicable, the dates on which or after which, and the prices at
which, we are required to redeem the debt securities or have the option
to redeem the debt securities.

- If applicable, any provisions with respect to amortization, sinking funds
or retirement.

- If applicable, any limitations on our right to defease our obligations
under the debt securities by depositing cash or securities.

- The amount that we would be required to pay if the maturity of the debt
securities is accelerated, if that amount is other than the principal
amount.

- Any additional restrictive covenants or other material terms relating to
the debt securities.

- The terms, if any, upon which the debt securities may be converted into
or exchanged for common stock or other securities.

- Any additional events of default that will apply to the debt securities.

- If we will make payments on the debt securities in any currency other
than United States dollars, the currency or composite currency in which
we will make those payments. If the currency will be determined under an
index, the details concerning such index.

- Any other material terms of the debt securities.

PAYMENTS ON DEBT SECURITIES

We will make payments on the debt securities at the office or agency we
will maintain for that purpose (which will be the Corporate Trust Office of the
Trustee in New York, New York unless we indicate otherwise in the prospectus
supplement) or at such other places and at the respective times and in the
manner as we designate in the prospectus supplement. (Sections 3.1 and 3.2) As
explained under "Book-Entry Debt Securities" below, all debt securities will be
book-entry and The Depository Trust Company or its nominee will be the initial
registered Holder unless the prospectus supplement provides otherwise.

FORM, DENOMINATIONS AND TRANSFERS

Unless otherwise indicated in the prospectus supplement:

- The debt securities will be in fully registered form, without coupons, in
denominations of $1,000 or any multiple thereof.

- We will not charge any fee to register any transfer or exchange of the
debt securities, except for taxes or other governmental charges (if any).
(Section 2.8)

ORIGINAL ISSUE DISCOUNT SECURITIES

If debt securities are Original Issue Discount Securities, we will offer
and sell them at a substantial discount below their stated principal amount. We
will describe Federal income tax consequences and other special considerations
applicable to any such Original Issue Discount Securities in the prospectus
supplement. "Original Issue Discount Security" means any security which provides
that less than the full principal amount will be due if the maturity is
accelerated or if the security is redeemed before its maturity. (Section 1.1)

INDEXED DEBT SECURITIES

We may issue debt securities under which the principal amount payable at
maturity or the amount of interest payable will be determined by reference to
currency exchange rates, commodity prices, equity indices or other factors. In
that case, the amount we will pay to the Holders will depend on the value of the
applicable currency, commodity, equity index or other factor at the time our
payment obligation is calculated. We will include information in the prospectus
supplement for such debt securities about how we will calculate the principal
and/or interest payable, and will specify the currencies, commodities, equity
indices or other factors to which the principal amount payable at maturity or
interest is linked. We will also provide information about certain additional
tax considerations which would apply to the Holders of those debt securities.

CERTAIN RESTRICTIONS

Unless we otherwise specify in the prospectus supplement, there will not be
any covenants in the Indenture or the debt securities that would protect you
against a highly leveraged or other transaction involving Emerson that may
adversely affect you as a holder of debt securities. If there are provisions
that offer such protection, they will be described in the particular prospectus
supplement.
6

Limitations on Liens. Under the Indenture, we and our Restricted
Subsidiaries (defined below) may not issue any debt for money borrowed, or
assume or guarantee any such debt, which is secured by a mortgage on a Principal
Property (defined below) or shares of stock or indebtedness of any Restricted
Subsidiary, unless such mortgage similarly secures your debt securities. A
Principal Property is any manufacturing plant or manufacturing facility that we
or any Restricted Subsidiary owns, is located within the continental United
States and, in the opinion of our board of directors, is of material importance
to our total business that we and our Restricted Subsidiaries conduct, taken as
a whole. The above restriction will not apply to debt that is secured by:

- mortgages on property, shares of stock or indebtedness of any corporation
that exists when it becomes a Restricted Subsidiary;

- mortgages on property that exist when we acquire the property and
mortgages that secure payment of the purchase price of and improvements
to the mortgaged property;

- mortgages that secure debt which a Restricted Subsidiary owes to us or to
another Restricted Subsidiary;

- mortgages that existed at the date of the Indenture;

- mortgages on property of a company that exist when we acquire the
company;

- mortgages in favor of a government to secure debt that we incur to
finance the purchase price or cost of construction of the property that
we mortgage; or

- extensions, renewals or replacement of any of the mortgages described
above.

A Restricted Subsidiary is a direct or indirect subsidiary of Emerson if
substantially all of its property is located in the continental United States
and if it owns any Principal Property (except a subsidiary principally engaged
in leasing or in financing installment receivables or overseas operations).

The Indenture also excepts from this limitation on liens secured debt in an
amount up to 10% of our consolidated net tangible assets. (Section 3.6)

Limitation on Sale and Leaseback Transactions. We and our Restricted
Subsidiaries may not enter into sale and leaseback transactions involving any
Principal Property (except for leases of up to three years, and except for
leases between us and a Restricted Subsidiary or between Restricted
Subsidiaries) unless

- we could issue debt secured by the property involved (under the
limitations on liens described above) in an amount equal to the
Attributable Debt which would be calculated under the Indenture based on
the rental payments to be received, or

- we pay other debt within 90 days in an amount not less than such
Attributable Debt amount. (Section 3.7)

Restrictions on Consolidation, Merger or Sale. We may not consolidate or
merge or sell or convey all or substantially all of our assets unless (a) the
surviving corporation (if it is not Emerson) is a domestic (U.S.) corporation
and assumes our obligations on your debt securities and under the Indenture and
(b) immediately after such transactions, there is no default. (Section 9.1)

DEFEASANCE

The Indenture includes provisions allowing defeasance that we may choose to
apply to debt securities of any series. If we do so, we would deposit with the
Trustee or another trustee money or U. S. Government Obligations sufficient to
make all payments on the defeased debt securities. If we make such a deposit
with respect to your debt securities, we may elect either:

- to be discharged from all our obligations on your debt securities, except
for our obligations to register transfers and exchanges, to replace
temporary or mutilated, destroyed, lost or stolen debt

securities, to maintain an office or agency in respect of the debt
securities and to hold moneys for payment in trust; or

- to be released from our restrictions described above relating to liens
and sale/leaseback transactions.

To establish such a trust, we must deliver to the Trustee an opinion of our
counsel that the Holders of the debt securities will not recognize income, gain
or loss for Federal income tax purposes as a result of such defeasance and will
be subject to Federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such defeasance had not occurred.
There may be additional provisions relating to defeasance which we will describe
in the Prospectus Supplement. (Sections 12.1 through 12.4)

EVENTS OF DEFAULT, NOTICE AND WAIVER

If certain Events of Default by us specified in the Indenture happen and
are continuing, either the Trustee or the Holders of 25% in principal amount of
the outstanding debt securities of the defaulted series may declare the
principal, and accrued interest, if any, of all securities of such series to be
immediately due and payable. If other specified Events of Default happen and are
continuing, either the Trustee or the Holders of 25% in principal amount of the
outstanding debt securities of all series may declare the principal, and accrued
interest, if any, of all the outstanding debt securities to be due and payable.
(Section 5.1)

An Event of Default in respect of any series of debt securities means:

- default for 30 days in payment of any interest installment;

- default in payment of principal, premium, sinking fund installment or
analogous obligation when due;

- unless stayed by litigation, default, in performance of any other
covenant in the Indenture governing such series, for 90 days after notice
to us by the Trustee or by the Holders of 25% in principal amount of the
outstanding debt securities of such series; and

- certain events of our bankruptcy, insolvency and reorganization. (Section
5.1)

Within 90 days after a default in respect of any series of debt securities,
the Trustee must give to the Holders of such series notice of all uncured and
unwaived defaults by us known to it. However, except in the case of default in
payment, the Trustee may withhold such notice if it in good faith determines
that such withholding is in the interest of such Holders. The term "default"
means, for this purpose, the happening of any Event of Default, disregarding any
grace period or notice requirement. (Section 5.11)

Before the Trustee is required to exercise rights under the Indenture at
the request of Holders, it is entitled to be indemnified by such Holders,
subject to its duty, during an Event of Default, to act with the required
standard of care. (Sections 6.1 through 6.13)

If any Event of Default has occurred, in certain cases, the Holders of a
majority in principal amount of the outstanding debt securities of any series
may direct the time, method and place of conducting proceedings for remedies
available to the Trustee, or exercising any trust or power conferred on the
Trustee, in respect of such series. (Section 5.9)

We must file an annual certificate with the Trustee that we are in
compliance with conditions and covenants under the Indenture. (Section 3.5)

In certain cases, the Holders of a majority in principal amount of the
outstanding debt securities of a series, on behalf of the Holders of all debt
securities of such series, or the Holders of a majority of all outstanding debt
securities voting as a single class, on behalf of the Holders of all outstanding
debt securities, may waive any past default or Event of Default, or compliance
with certain provisions of the Indenture, but may not waive, among other things,
an uncured default in payment. (Sections 5.1 and 5.10)

MODIFICATION OR AMENDMENT OF THE INDENTURE

If we receive the consent of the Holders of a majority in principal amount
of the outstanding debt securities affected, we may enter into supplemental
indentures with the Trustee that would

- add, change or eliminate provisions in the Indenture; or

- change the rights of the Holders of debt securities.

However, unless we receive the consent of all of the affected Holders, we
may not enter into supplemental indentures that would with respect to the debt
securities of such Holders:

- change the maturity;

- reduce the principal amount or any premium;

- reduce the interest rate or extend the time of payment of interest;

- reduce any amount payable on redemption or reduce the amount of the
principal of an Original Issue Discount Security that would be payable on
acceleration;

- impair or affect the right of any Holder to institute suit for payment;

- change any right of the Holder to require repayment; or

- reduce the requirement for approval of supplemental indentures. (Section
8.2)

REGARDING THE TRUSTEE

The Trustee is The Bank of New York. The Trustee is a lender to us under
our revolving credit agreement and is also an investment manager for one of our
pension funds. From time to time, we may enter into other banking relationships
with the Trustee.

BOOK-ENTRY DEBT SECURITIES

The Prospectus Supplement will indicate whether we are issuing the related
debt securities as book-entry securities. Book entry securities of a series will
be issued in the form of one or more global notes that will be deposited with
The Depository Trust Company, or DTC, 55 Water Street, New York, New York 10041.
The global note(s) will evidence all of the debt securities of that series. This
means that we will not issue certificates to each Holder. We will issue one or
more global securities to DTC, which will keep a computerized record of its
participants (for example, your broker) whose clients have purchased the debt
securities. The participant will then keep a record of its clients who own the
debt securities. Unless it is exchanged in whole or in part for a security
evidenced by individual certificates, a global security may not be transferred,
except that DTC, its nominees and their successors may transfer a global
security as a whole to one another. Beneficial interests in global book-entry
securities will be shown on, and transfers of beneficial interests in global
notes will be made only through, records maintained by DTC and its participants.
Each person owning a beneficial interest in a global security must rely on the
procedures of DTC and, if such person is not a participant, on the procedures of
the participant through which such person owns its interest, to exercise any
rights of a Holder of debt securities under the Indenture.

The laws of some jurisdictions require that certain purchasers of
securities such as debt securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair your ability to acquire or
transfer beneficial interests in the global book-entry security.

We will make payments on each series of book-entry debt securities to DTC
or its nominee, as the sole registered owner and holder of the global book-entry
security. Neither Emerson, the Trustee nor any of their agents will be
responsible or liable for any aspect of DTC's records relating to or payments
made on account of beneficial ownership interests in a global security or for
maintaining, supervising or reviewing any of DTC's records relating to such
beneficial ownership interests.
9

DTC has advised us that, when it receives any payment on a global security,
it will immediately, on its book-entry registration and transfer system, credit
the accounts of participants with payments in amounts proportionate to their
beneficial interests in the global security as shown on DTC's records. Payments
by participants to you, as an owner of a beneficial interest in the global
security, will be governed by standing instructions and customary practices (as
is now the case with securities held for customer accounts registered in "street
name") and will be the sole responsibility of such participants.

A global security representing a series will be exchanged for certificated
debt securities of that series only if (x) DTC notifies us that it is unwilling
or unable to continue as Depositary or if DTC ceases to be a clearing agency
registered under the 1934 Act and we don't appoint a successor within 90 days,
(y) we decide that the global security shall be exchangeable or (z) there is an
Event of Default under the Indenture or an event which with the giving of notice
or lapse of time or both would become an Event of Default with respect to the
debt securities represented by such global security. If that occurs, we will
issue debt securities of that series in certificated form in exchange for such
global security. An owner of a beneficial interest in the global security then
will be entitled to physical delivery of a certificate for debt securities of
such series equal in principal amount to such beneficial interest and to have
such debt securities registered in its name. We would issue the certificates for
such debt securities in denominations of $1,000 or any larger amount that is an
integral multiple thereof, and we would issue them in registered form only,
without coupons.

DTC has advised us that it is a limited-purpose trust company organized
under the New York Banking Law, a "banking organization" within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered under the 1934 Act. DTC was created to hold the
securities of its participants and to facilitate the clearance and settlement of
securities transactions among its participants through electronic book-entry
changes in accounts of the participants, thereby eliminating the need for
physical movement of securities certificates. DTC's participants include
securities brokers and dealers, banks, trust companies, clearing corporations,
and certain other organizations, some of whom (and/or their representatives) own
DTC. Access to DTC's book-entry system is also available to others, such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly. The
rules applicable to DTC and its participants are on file with the SEC. No fees
or costs of DTC will be charged to you.

DESCRIPTION OF CAPITAL STOCK OF EMERSON

The following is a summary of the material terms of our capital stock and
the provisions of our restated articles of incorporation, bylaws and rights
agreement. It also summarizes some relevant provisions of the Missouri General
and Business Corporation Law, which we refer to as Missouri law. Since the terms
of our restated articles of incorporation, bylaws and rights agreement, and
Missouri law, are more detailed than the general information provided below, you
should only rely on the actual provisions of those documents and Missouri law.
If you would like to read those documents, they are on file with the SEC, as
described under the heading "Where You Can Find More Information."

GENERAL

Our authorized capital stock consists of 1,200,000,000 shares of common
stock, par value $0.50 per share, and 5,400,000 shares of preferred stock, par
value $2.50 per share.

COMMON STOCK

All of our outstanding shares of common stock are fully paid and
non-assessable. Any shares of common stock issued in an offering pursuant to
this prospectus, issuable upon the exercise of warrants or in connection with
the obligations of a holder of share purchase contracts to purchase our common
stock will be fully paid and non-assessable. Subject to the prior rights of the
holders of any shares of preferred stock which later may be issued and
outstanding, holders of common stock are entitled to receive
10

dividends as and when declared by us out of legally available funds. In the
event of any such declaration or payment, the holders of common stock will be
entitled, to the exclusion of the holders of the preferred stock, to share
therein. If we liquidate, dissolve, or wind up Emerson, after distribution and
payment in full is made to holders of preferred stock, if any, the remainder of
assets, if any, will be distributed pro rata among the holders of common stock
of the company. Each holder of common stock is entitled to one vote for each
share held of record on all matters presented to a vote of shareholders,
including the election of directors. Holders of common stock have no cumulative
voting rights or preemptive rights to purchase or subscribe for any stock or
other securities and there are no conversion rights or redemption or sinking
fund provisions for the common stock. We may issue additional shares of
authorized common stock without shareholder approval, subject to applicable
rules of the New York Stock Exchange and the Chicago Stock Exchange.

Mellon Investor Services LLC is the registrar and transfer agent for our
common stock. Our common stock is listed on the New York Stock Exchange and on
the Chicago Stock Exchange under the symbol "EMR."

PREFERRED STOCK

Our restated articles of incorporation, as amended, vest our board of
directors with authority to issue up to 5,400,000 shares of preferred stock from
time to time in one or more series and by resolution or resolutions:

- To fix the distinctive serial designation of the shares of any such
series;

- To fix the rate or amount per annum at which the holders of the shares of
any series shall be entitled to receive dividends, the dates on which
such dividends shall be payable, and the date or dates from which such
dividends shall be cumulative;

- To fix the price or prices at which, the times during which, and the
other terms upon which the shares of any such series may be redeemed;

- To fix the amounts payable on the shares of any series in the event of
dissolution or liquidation of the Company;

- From time to time to include additional shares of preferred stock which
the Company is authorized to issue in any such series;

- To determine whether or not the shares of any such series shall be made
convertible into or exchangeable for other securities of the Company,
including shares of the common stock of the Company or shares of any
other series of the preferred stock of the Company, now or hereafter
authorized, or any new class of preferred stock of the Company hereafter
authorized, the conversion price or prices, or the rate or rates of
exchange at which such conversion or exchange may be made, and the terms
and conditions upon which any such conversion right shall be exercised;

- To fix such other preferences and rights, privileges and restrictions
applicable to any such series as may be permitted by law;

- To determine if a sinking fund shall be provided for the purchase or
redemption of shares of any series and, if so, to fix the terms and
amount or amounts of such sinking fund; and

- The consideration for which the shares of the series are to be issued.

Except as otherwise provided in any prospectus supplement, all shares of
the same series of preferred stock will be identical with each other share of
said stock. The shares of different series may differ, including as to rank, as
may be provided in our restated articles of incorporation, or as may be fixed by
our board of directors as described above. We may from time to time amend our
restated articles of incorporation to increase or decrease the number of
authorized shares of preferred stock. Unless otherwise provided in any
prospectus supplement, all shares of preferred stock will be fully paid and
non-assessable.

The material terms of any series of preferred stock being offered by us
will be described in the prospectus supplement relating to that series of
preferred stock. If so indicated in the prospectus supplement and if permitted
by law and the restated articles of incorporation, the terms of any such series
may differ from the terms set forth below. That prospectus supplement may not
restate the amendment to our restated articles of incorporation or the board
resolution that establishes a particular series of preferred stock in its
entirety. We urge you to read that amendment or board resolution because it, and
not the description in the prospectus supplement, will define your rights as a
holder of preferred stock. The certificate of amendment to our restated articles
of incorporation or board resolution will be filed with the Secretary of State
of the State of Missouri and with the SEC.

Dividend Rights. The preferred stock will be preferred as to payment of
dividends over our common stock or any other stock ranking junior to the
preferred stock as to dividends. No dividend may be declared or paid and no
distribution may be made on our common stock or stock of junior rank, other than
dividends or distributions payable in common stock, until the full cumulative
dividends on the preferred stock of all series up to the end of the then
quarterly dividend period shall have been declared and paid (or appropriated and
set aside) by the board of directors. We will pay those dividends either in
cash, shares of common stock or preferred stock or otherwise, at the rate and on
the date or dates indicated in the applicable prospectus supplement. With
respect to each series of preferred stock, the dividends on each share of that
series will be cumulative from the date of issue of the share unless some other
date is set forth in the prospectus supplement relating to the series. Accruals
of dividends will not bear interest. If the amount determined by our board of
directors to be declared and payable as dividends on the preferred stock is
insufficient to pay the full dividend, including accumulations, on all
outstanding series, such amount shall be paid on all outstanding shares of all
series on pro rata basis generally based on the amount of the full dividend for
that series.

Rights upon Liquidation. The preferred stock will be preferred over common
stock, or any other stock ranking junior to the preferred stock with respect to
distribution earnings and assets, so that the holders of each series of
preferred stock will be entitled to be paid, upon voluntary or involuntary
liquidation, dissolution or winding up and before any distribution is made to
the holders of common stock or stock of junior rank, the amount set forth in the
applicable prospectus supplement. However, in this case the holders of preferred
stock will not be entitled to any other or further payment. In addition, the
rights of the preferred stock in the event of a dissolution, liquidation or
winding up shall not restrict or prevent the Company from paying dividends on
common stock if the payment of such dividends is not restricted by any other
terms of the preferred stock. If upon any liquidation, dissolution or winding up
amounts available for payment are insufficient to permit the payment in full of
the respective amounts to which the holders of all outstanding preferred stock
are entitled, the amount available will be distributed among the holders of each
series of preferred stock in an amount proportional to the full amounts to which
the holders of each series are entitled.

Redemption. All shares of any series of preferred stock will be redeemable
to the extent set forth in the prospectus supplement relating to the series.

Conversion or Exchange. Shares of any series of preferred stock will be
convertible into or exchangeable for shares of common stock or preferred stock
or other securities to the extent set forth in the applicable prospectus
supplement.

Preemptive Rights. No holder of shares of any series of preferred stock
will have any preemptive or preferential rights to subscribe to or purchase
shares of any class or series of stock, now or hereafter authorized, or any
securities convertible into, or warrants or other evidences of optional rights
to purchase or subscribe to, shares of any series, now or hereafter authorized.

Voting Rights. Except as indicated in the applicable prospectus supplement,
the holders of preferred stock will be entitled to one vote for each share of
preferred stock held by them on all matters properly presented to shareholders.
The holders of common stock and the holders of all series of preferred stock
will vote together as one class, except as otherwise provided by law and except
as set forth below.

The preferences, priorities, special rights and powers given to the
preferred stock under our restated articles of incorporation, or to any series
thereof by any authorizing action of our board, may be altered or terminated, as
provided by law, upon the affirmative vote of the holders of two-thirds (2/3) of
each series of preferred stock issued and outstanding whose rights will be
affected by such proposed alteration or termination. No additional shares of the
preferred stock except the shares provided for in our restated articles of
incorporation shall be authorized, and no additional shares of any other class
of preferred stock having a priority over, or entitled to participate on a
parity with, the preferred stock shall be authorized, except upon the
affirmative vote of the holders of a majority of each series of the preferred
stock issued and outstanding; provided, however, that the authorizing resolution
for any series of preferred stock may provide for the vote of a greater
percentage of the shares.

Currently under Missouri law, even if shares of a particular class or
series of stock are not otherwise entitled to a vote on any matter submitted to
the shareholders, amendments to the restated articles of incorporation which
adversely affect those shares require a vote of the class or series of which
such shares are a part, including amendments which would:

- increase or decrease the aggregate number or par value of authorized
shares of the class or series;

- create a new class of shares having rights and preferences prior or
superior to the shares of the class or series;

- increase the rights and preferences, or the number of authorized shares,
of any class having rights and preferences prior to or superior to the
rights of the class or series; or

- alter or change the powers, preferences or special rights of the shares
of such class or series so as to affect such shares adversely.

Board Representation. Our restated articles of incorporation provide that
in addition to the voting rights set forth above, if, and whenever, six (6) or
more quarterly dividends, whether or not consecutive, on the preferred stock
shall be in arrears, in whole or in part, the holders of the preferred stock,
including all series thereof, voting as a single class, shall have the right to
elect a number of the members of the board of directors equal to the whole
number obtained by dividing seven (7), into the number of directors of the
Company authorized at such time by the restated articles of incorporation of the
Company, but not less than two (2) directors. In such event, the remainder of
the directors shall be elected by the holders of the common stock and preferred
stock, voting as a single class. Whenever all dividends in arrears and current
dividends on the preferred stock then outstanding have been paid or declared and
a sum sufficient for the payment thereof set aside, then the right of the
holders of the preferred stock to elect such number of directors shall then
cease. During the time when the preferred stock is vested with the power of
board representation, the secretary of the Company may (shall upon the written
request of the holders of record of ten percent (10%) or more in number of
shares of the preferred stock outstanding) call a special meeting of the holders
of the preferred stock for the election of the directors to be elected by them
subject to provisions of our restated articles of incorporation. In the case of
additional authorized shares of preferred stock or a different class of
preferred stock shall be created and issued, nothing herein contained shall
prevent any such additional shares or class of the preferred stock from having
the same voting rights on a pari passu basis with the shares of preferred stock
entitled to vote on any matters.

Many of our operations are conducted through our subsidiaries, and thus our
ability to pay dividends on our common stock or any series of preferred stock is
dependent on their financial condition, results of operations, cash requirements
and other related factors.

Depending upon the rights of holders of the preferred stock, an issuance of
preferred stock could adversely affect holders of common stock by delaying or
preventing a change of control of Emerson, making removal of the management of
Emerson difficult, or restricting the payment of dividends and other
distributions to the holders of common stock. Except as otherwise contemplated
by our shareholder rights plan described below, we presently have no intention
to issue any shares of preferred stock.

CERTAIN EFFECTS OF AUTHORIZED BUT UNISSUED STOCK

We may issue additional shares of common stock or preferred stock without
shareholder approval, subject to applicable rules of the New York Stock Exchange
and the Chicago Stock Exchange, for a variety of corporate purposes, including
raising additional capital, corporate acquisitions and employee benefit plans.
The existence of unissued and unreserved common and preferred stock may enable
us to issue shares to persons who are friendly to current management, which
could discourage an attempt to obtain control of Emerson through a merger,
tender offer, proxy contest, or otherwise, and protect the continuity of
management and possibly deprive you of opportunities to sell your shares at
prices higher than the prevailing market prices. We could also use additional
shares to dilute the stock ownership of persons seeking to obtain control of
Emerson pursuant to the operation of the rights plan or otherwise. See also
"-- Certain Charter and Bylaw Provisions" below.

RIGHTS PLAN

Under our shareholder rights plan, we distributed one preferred stock
purchase right for each outstanding share of common stock. The rights agreement,
as amended, between Emerson and Mellon Investor Services LLC (formerly
ChaseMellon Shareholder Services, L.L.C.), as rights agent, dated as of November
1, 1998, contains the terms of the shareholder rights plan. Since the terms of
our shareholder rights plan are more extensive than the general summary
information we are providing, you should only rely on the actual provisions of
the rights agreement. If you would like to read the rights agreement, it is on
file with the SEC or you may request a copy from us.

Exercisability of Rights

Under the rights agreement, one right attaches to each outstanding share of
our common stock and, when exercisable, entitles the registered holder to
purchase from us one one-thousandth (1/1,000th) of a share of Series B Junior
participating preferred stock, par value $2.50 per share, at an initial purchase
price of $260 (originally set in 1998) per one one-thousandth (1/1,000th) of a
share, subject to customary antidilution adjustments. Until a right is
exercised, the holder thereof, as such, will have no rights as a stockholder of
the Company, including, without limitation, the right to vote or to receive
dividends. For a description of the terms of the Series B Junior participating
preferred stock. See "Description of Capital Stock -- Series B Junior
participating preferred stock" below.

Generally, the rights will not become exercisable until the earlier of (the
"Distribution Date"):

- 10 business days following a public announcement (or the date on which we
first have notice or determine) that a person or group, other than the
Company, any subsidiary of the Company or any employee benefit plan of
the Company ("Acquiring Person"), has become the beneficial owner of 20%
or more of the outstanding shares of voting stock of the Company, without
a qualified written approval of our board of directors; and

- 10 business days, or such later date as we may determine, following the
commencement of, or the announcement of an intention to commence, a
tender offer or exchange offer that would result in an Acquiring Person
becoming the beneficial owner of securities representing 20% or more of
our voting stock, without a qualified written approval of our board of
directors.

Prior to the Distribution Date, the rights are not exercisable but trade
with and are inseparable from our common stock. The rights will expire, if not
previously exercised, on November 1, 2008, unless this date is extended. At the
Distribution Date, the flip-in features of the rights or, at the discretion of
our board of directors, the exchange features of the rights, may be exercised by
any holder, except by the Acquiring Person. A summary description of each of
these features follows:

"Flip In" Feature

In the event an Acquiring Person becomes the beneficial owner of securities
representing 20% or more of our outstanding voting stock without the prior
written consent of our board of directors, each right,
14

except those held by the Acquiring Person, would entitle each holder of a right
to acquire such number of shares of our common stock as shall equal the result
obtained by multiplying the then current purchase price (originally set at $260
in 1998) by the number of one one-thousandths of a share of preferred stock for
which a right is then exercisable and dividing that product by 50% of the then
current market price of our common stock. For example, if we assume that the
initial purchase price of $260 per one one-thousandth (1/1,000th) of a share of
Series B junior participating preferred stock is in effect on the date that the
flip-in feature of the right is exercised, any holder of a right, except for the
Acquiring Person that has become the beneficial owner of 20% of our outstanding
voting stock, can exercise one of his or her rights by paying us $260 in order
to receive from us shares of our common stock having a value equal to $520.

"Exchange" Feature

At any time after an Acquiring Person acquires more than 20% but less than
50% of our outstanding common stock without prior written consent of our board
of directors, each right, except those held by the Acquiring Persons, may be
exchanged by our board of directors for one share of our common stock. Use of
this exchange feature means that eligible rights holders would not have to pay a
purchase price before receiving shares of our common stock.

"Flip Over" Feature

In the event we are acquired in a merger or other business combination
transaction where we are not the surviving corporation, where our common stock
is exchanged or changed or 50% or more of our assets or earning power is sold in
one or several transactions without the prior written consent of our board of
directors, each right would entitle the holders thereof, except for the
Acquiring Person, to receive such number of shares of the acquiring company's
common stock as shall be equal to the result obtained by multiplying the then
current purchase price (originally set at $260 in 1998) by the number of one
one-thousandths of a share of preferred stock for which a right is then
exercisable and dividing that product 50% of the then current market price per
share of the common stock of the acquiring company on the date of such merger or
other business combination.

Redemption of Rights

At any time prior to the time an Acquiring Person becomes such, the board
of directors may redeem all the rights in whole, but not in part, at a
redemption price of $0.005 per right, subject to adjustment. The right to
exercise the rights, as described above under "-- Exercisability of Rights,"
will terminate upon redemption, and at such time, the holders of the rights will
have the right to receive only the redemption price for each right held.

Amendment of Rights Agreement

The terms of the rights may be amended by the board of directors without
the consent of the holders of the rights, including, but not limited to, an
amendment to lower certain thresholds. However, if at any time after a person or
group becomes an Acquiring Person, our board of directors may not adopt
amendments to the rights agreement that adversely affect the interests of
holders of the rights.

Termination of Rights

If not previously exercised, the rights will expire on November 1, 2008,
unless we earlier redeem or exchange the rights or extend the final expiration
date.

Anti-takeover Effects

The rights have certain anti-takeover effects. Once the rights have become
exercisable, the rights will cause substantial dilution to a person or group
that attempts to acquire or merge with us in certain circumstances. Accordingly,
the existence of the rights may deter potential acquirers from making a
15

takeover proposal or tender offer. The rights should not interfere with any
merger or other business combination approved by our board of directors because
we may redeem the rights as described above and because a transaction approved
by our board of directors would not cause the rights to become exercisable.

SERIES B JUNIOR PARTICIPATING PREFERRED STOCK

In connection with the creation of the rights, as described above, our
board has authorized the issuance of 1,200,000 shares of preferred stock as
Series B junior participating preferred stock.

We have designed the dividend, liquidation, voting and redemption features
of the Series B junior participating preferred stock so that the value of one
one-thousandth (1/1,000th) of a share of Series B junior participating preferred
stock approximates the value of one share of common stock. Shares of Series B
junior participating preferred stock may only be purchased after the rights have
become exercisable, and each share of the Series B junior participating
preferred stock:

- is non-redeemable and junior to all other series of preferred stock,
unless otherwise provided in the terms of those series of preferred
stock;

- will have a preferential cumulative quarterly dividend in an amount equal
to the greater of $1.00 and 1,000 times any dividend declared on each
share of common stock;

- in the event of liquidation, dissolution or winding-up, will entitle its
holder to receive a preferred liquidation payment equal to the greater of
$1,000 and 1,000 times the payment made per share of common stock;

- will have one vote, voting together with our common stock and any other
capital stock with general voting rights, except as otherwise provided by
the restated articles of incorporation and by law; and

- in the event of any merger, consolidation or other transaction in which
shares of common stock are converted or exchanged, will be entitled to
receive 1,000 times the amount and type of consideration received per
share of common stock.

The rights of the Series B junior participating preferred stock as to
dividends, liquidation and voting, and in the event of mergers and
consolidations, are protected by customary antidilution provisions.

CERTAIN CHARTER AND BYLAW PROVISIONS

Our restated articles of incorporation and bylaws:

- provide for a classified board of directors;

- limit the right of shareholders to remove directors or change the size of
the board of directors;

- limit the right of shareholders to fill vacancies on the board of
directors;

- limit the right of shareholders to call a special meeting of shareholders
or propose other actions;

- require a higher percentage of shareholders than would otherwise be
required to amend, alter, change, or repeal certain provisions of our
articles of incorporation; and

- provide that the bylaws may be amended only by the majority vote of the
board of directors.

Shareholders will not be able to amend the bylaws without first amending
the restated articles of incorporation. These provisions may discourage certain
types of transactions that involve an actual or threatened change of control of
Emerson. Since the terms of our restated articles of incorporation and bylaws
may differ from the general information we are providing, you should only rely
on the actual provisions of our restated articles of incorporation and bylaws.
If you would like to read our articles of incorporation and bylaws, they are on
file with the SEC or you may request a copy from us.

Size of Board

Our Restated Articles of Incorporation provide that the number of directors
will be fixed by our bylaws; provided that the bylaws must provide for three or
more directors. Our bylaws provide for a board of directors of at least three
directors and permit the board of directors to set the number of directors from
time to time. In accordance with our bylaws, our board of directors has fixed
the number of directors at sixteen. Our articles of incorporation further
provide that our bylaws may be amended only by majority vote of our entire board
of directors.

Election of Directors

In order for you to nominate a candidate for director, our articles of
incorporation require that you give timely notice to us in advance of the
meeting. Ordinarily, you must give notice not less than 90 days nor more than
120 days before the meeting (but if we give less than 100 days' notice of the
meeting, then you must give notice within ten days after we mail notice of the
meeting or make a public disclosure of the meeting). Your notice must describe
various matters regarding the nominee, including the nominee's name, address,
occupation, and shares held. Our bylaws do not permit cumulative voting in the
election of directors. Accordingly, the holders of a majority of the then
outstanding shares of common stock can elect all the directors of the class then
being elected at that meeting of shareholders.

Classified Board

Our articles of incorporation and bylaws provide that our board will be
divided into three classes, with the classes to be as nearly equal in number as
possible, and that one class shall be elected each year and serve for a
three-year term.

Removal of Directors

Missouri law provides that, unless a corporation's articles of
incorporation provide otherwise, the holders of a majority of the corporation's
voting stock may remove any director from office. Our articles of incorporation
provide that shareholders may remove a director with or without "cause" and with
the approval of the holders of 85% of Emerson's voting stock. Our board of
directors may remove a director, with or without cause, only in the event the
director fails to meet the qualifications stated in the bylaws for election as a
director or in the event the director is in breach of any agreement between such
director and Emerson relating to such director's service as a director or
employee of Emerson.

Filling Vacancies

Missouri law further provides that, unless a corporation's articles of
incorporation or bylaws provide otherwise, all vacancies on a corporation's
board of directors, including any vacancies resulting from an increase in the
number of directors, may be filled by the vote of a majority of the remaining
directors even if that number is less than a quorum. Our articles of
incorporation provide that, subject to the rights, if any, of the holders of any
class of preferred stock then outstanding and except as described below, only
the vote of a majority of the remaining directors may fill vacancies.

Limitations on Shareholder Action by Written Consent

Missouri law provides that any action by written consent of shareholders in
lieu of a meeting must be unanimous.

Limitations on Calling Shareholder Meetings

Under our articles of incorporation and bylaws, special meetings of
shareholders may be called only by our board of directors, our chairman of the
board, our chief executive officer and by the holders of not less than 85% of
our voting stock.

Limitations on Proposals of Other Business

In order for you to bring a proposal before a shareholder meeting, our
articles of incorporation require that you give timely notice to us in advance
of the meeting. Ordinarily, you must give notice at least 90 days but not more
than 120 days before the meeting (but if we give less than 100 days' notice of
the meeting, then you must give notice within ten days after we mail notice of
the meeting or make other public disclosure of the meeting). Your notice must
include a description of the proposal, the reasons for the proposal, and other
specified matters. Our board may reject any proposals that have not followed
these procedures or that are not a proper subject for shareholder action in
accordance with the provisions of applicable law.

Amendment of Articles

Our restated articles of incorporation may be amended by the affirmative
vote of the holders of shares representing a majority of the votes entitled to
be cast on the amendment; provided that certain provisions contained in our
restated articles of incorporation respecting business combinations, the board
of directors, removal of directors, amendment of bylaws and special meetings of
shareholders may be amended only by the affirmative vote of the holders of 85%
of the total voting power of all outstanding shares of Emerson, voting as a
single class. However, the provisions respecting business combinations may be
amended upon the affirmative vote of the holders of a majority of the total
voting power of all outstanding shares of Emerson if such amendment shall first
have been approved and recommended by a majority of those directors who meet
certain criteria of independence from parties seeking a business combination.

Business Combination Provisions in Articles of Incorporation

Certain business combinations involving Emerson require the affirmative
vote of the holders of 85% of the outstanding shares of Emerson common stock
unless (i) a majority of the continuing directors (as defined in the Emerson
restated articles of incorporation) have approved the proposed business
combination, or (ii) various conditions intended to ensure the adequacy of the
consideration offered by the party seeking the combination are satisfied.

Limitation on Directors' Liability

Our restated articles of incorporation limit the liability of our directors
to us or any of our shareholders for monetary damages for breach of fiduciary
duty as a director to the fullest extent permitted under the Missouri General
and Business Corporation Law.

Anti-Takeover Effects of Provisions

The classification of directors, the inability to vote shares cumulatively,
the advance notice requirements for nominations, and the provisions in our
articles of incorporation that limit the ability of shareholders to increase the
size of our board or to remove directors and that permit the remaining directors
to fill any vacancies on our board make it more difficult for shareholders to
change the composition of our board. As a result, at least two annual meetings
of shareholders may be required for the shareholders to change a majority of the
directors, whether or not a change in our board would benefit Emerson and its
shareholders and whether or not a majority of our shareholders believes that the
change would be desirable.

The provision of Missouri law which requires unanimity for shareholder
action by written consent gives all our shareholders entitled to vote on a
proposed action the opportunity to participate in the action and prevents the
holders of a majority of the voting power of Emerson from using the written
consent procedure to take shareholder action. The bylaw provision requiring
advance notice of other proposals may make it more difficult for shareholders to
take action opposed by the board. Moreover, a shareholder cannot force a
shareholder consideration of a proposal over the opposition of our board of
directors by calling a special meeting of shareholders.

These provisions make it more difficult and time-consuming to obtain
majority control of our board of directors or otherwise bring a matter before
shareholders without our board's consent, and thus reduce the vulnerability of
Emerson to an unsolicited takeover proposal. These provisions enable Emerson to
develop its business in a manner which will foster its long-term growth, by
reducing to the extent practicable the threat of a takeover not in the best
interests of Emerson and its shareholders and the potential disruption entailed
by the threat. On the other hand, these provisions may adversely affect the
ability of shareholders to influence the governance of Emerson and the
possibility that shareholders would receive a premium above market price for
their securities from a potential acquirer who is unfriendly to management. The
provisions requiring an 85% vote of shareholders for amendments to certain
provisions of our restated articles of incorporation and for certain business
combinations have the effect of limiting the ability of shareholders and others
to change the terms of Emerson's restated articles of incorporation and to
change control of Emerson.

MISSOURI STATUTORY PROVISIONS

Missouri law also contains certain provisions which may have an
anti-takeover effect and otherwise discourage third parties from effecting
transactions with us, including control share acquisition and business
combination statutes.

Business Combination Statute

Missouri law contains a "business combination statute" which restricts
certain "business combinations" between us and an "interested shareholder," or
affiliates of the interested shareholder, for a period of five years after the
date of the transaction in which the person becomes an interested shareholder,
unless either such transaction or the interested shareholder's acquisition of
stock is approved by our board on or before the date the interested shareholder
obtains such status.

The statute also prohibits business combinations after the five-year period
following the transaction in which the person becomes an interested shareholder
unless the business combination or purchase of stock prior to becoming an
interested shareholder is approved by our board prior to the date the interested
shareholder obtains such status. The statute provides that, after the expiration
of such five-year period, business combinations are prohibited unless:

- the holders of a majority of the outstanding voting stock, other than the
stock owned by the interested shareholder, approve the business
combination; or

- the business combination satisfies certain detailed fairness and
procedural requirements.

A "business combination" includes a merger or consolidation, some sales,
leases, exchanges, pledges and similar dispositions of corporate assets or stock
and any reclassifications or recapitalizations that increase the proportionate
voting power of the interested shareholder. An "interested shareholder"
generally means any person who, together with his or her affiliates and
associates, owns or controls 20% or more of the outstanding shares of the
corporation's voting stock.

A Missouri corporation may opt out of coverage by the business combination
statute by including a provision to that effect in its governing corporate
documents. We have not done so.

The business combination statute may make it more difficult for a 20%
beneficial owner to effect other transactions with us and may encourage persons
that seek to acquire us to negotiate with our board prior to acquiring a 20%
interest. It is possible that such a provision could make it more difficult to
accomplish a transaction which shareholders may otherwise deem to be in their
best interest.

Control Share Acquisition Statute

Missouri also has a "control share acquisition statute." This statute may
limit the rights of a shareholder to vote some or all of his shares. A
shareholder whose acquisition of shares results in that shareholder having
voting power, when added to the shares previously held by him, to exercise or
direct

the exercise of more than a specified percentage of our outstanding stock
(beginning at 20%), will lose the right to vote some or all of his shares in
excess of such percentage unless the shareholders approve the acquisition of
such shares.

In order for the shareholders to grant approval, the acquiring shareholder
must meet certain disclosure requirements specified in the statute. In addition,
a majority of the outstanding voting shares, as determined before the
acquisition, must approve the acquisition. Furthermore, a majority of the
outstanding voting shares, as determined after the acquisition, but excluding
shares held by (i) the acquiring shareholder, (ii) employee directors or (iii)
officers appointed by the board of directors, must approve the acquisition. If
the acquisition is approved, the statute grants certain rights to dissenting
shareholders.

Not all acquisitions of shares constitute control share acquisitions. The
following acquisitions do not constitute control share acquisitions:

- good faith gifts;

- transfers in accordance with wills or the laws of descent and
distribution;

- purchases made in connection with an issuance by us;

- purchases by any compensation or benefit plan;

- the conversion of debt securities;

- purchases from holders of shares representing two-thirds of our voting
power; provided such holders act simultaneously;

- satisfaction of a pledge or other security interest created in good
faith;

- mergers involving us which satisfy the other requirements of the General
and Business Corporation Law of Missouri;

- transactions with a person who owned a majority of our voting power
within the prior year, or

- purchases from a person who previously satisfied the requirements of the
control share statute, so long as the acquiring person does not have
voting power after the ownership in a different ownership range than the
selling shareholder prior to the sale.

A Missouri corporation may opt out of coverage by the control share
acquisition statute by including a provision to that effect in its governing
corporate documents. We have not opted out of the control share acquisition
statute.

Take-Over Bid Disclosure Statute

Missouri's "take-over bid disclosure statute" requires that, under some
circumstances, before making a tender offer that would result in the offeror
acquiring control of us, the offeror must file certain disclosure materials with
the Commissioner of the Missouri Department of Securities.

DESCRIPTION OF WARRANTS

We may issue warrants to purchase our common stock, preferred stock, debt
securities or any combination thereof. We may issue warrants independently or
together with debt securities, preferred stock, common stock or other securities
offered by any prospectus supplement, and the warrants may be attached to or
separate from those offered securities. Each warrant will entitle the holder to
purchase for cash an amount or number of securities at the exercise price
specified in the prospectus supplement relating to the warrants.

We will issue our warrants in one or more series, each under a warrant
agreement between us and a bank or trust company, as warrant agent. The warrant
agent will act solely as our agent in connection with

the warrants and will not assume any obligation or relationship of agency or
trust for or with any holders or beneficial owners of the warrants.

We will file a copy of each warrant agreement that we enter into with the
warrant agent in our Current Reports on Form 8-K, which will be incorporated
herein by reference, or by an amendment to the registration statement of which
this prospectus forms a part. The terms of any warrants to be issued and a
description of the material provisions of the applicable warrant agreement will
be set forth in a prospectus supplement.

GENERAL TERMS

The applicable prospectus supplement will contain, where appropriate,
information relating to the warrants, including the following:

- the title of the warrants;

- the aggregate number of warrants offered;

- the price and prices at which the warrants will be issued;

- the various factors considered in determining the exercise prices;

- the currency or currencies in which the price of the warrants will be
payable;

- the dates upon which the right to exercise the warrants will begin and
end;

- if the warrants are not continuously exercisable, the specific date or
dates on which they may be exercised;

- the place or places where, and the manner in which, the warrants may be
exercised;

- the exercise price, the procedures for exercise and the circumstances, if
any, that will deem the warrants to be automatically exercised;

- any provisions for changes to or adjustments in the exercise price;

- the designation and terms of the securities purchasable upon exercise of
the warrants and the number or amount of such securities issuable upon
exercise of the warrants;

- any provisions for adjustment of the number or amount of securities
receivable upon exercise of the warrants;

- any minimum or maximum number of warrants which may be exercised at any
one time;

- if warrants are issued together with other securities, the title of the
other securities, their terms, the number of warrants accompanying each
other security and the date that the warrants and other securities will
become separately transferable;

- whether the warrants will be issued in registered or bearer form or both
and whether they will be issued in certificated or uncertificated form;

- information with respect to book-entry procedures, if any;

- the terms of any mandatory or optional redemption or call provisions;

- the exchanges, if any, on which the warrants may be listed;

- the identity of the warrant agent;

- the terms of the warrant agreement entered into with the warrant agent;

- the U.S. Federal income tax consequences applicable to the warrants; and

- any other material terms of the warrants.

Prior to the exercise of the warrants, warrant holders will not have any
rights of holders of our securities purchasable upon exercise of those warrants,
including (1) in the case of warrants for the purchase of our debt securities,
the right to receive payments of principal, premium or interest, if any, on
those debt securities or to enforce covenants in the governing Indenture, or (2)
in the case of warrants for the purchase of preferred stock or common stock, the
right to receive payments of dividends, if any, on that preferred stock or
common stock or to exercise any applicable right to vote.

EXERCISE OF WARRANTS

Warrants may be exercised as set forth in the applicable prospectus
supplement. Any warrants not exercised by the expiration date will be void.
Unless otherwise set forth in the applicable prospectus supplement, holders of
warrants may exercise them by delivering properly completed warrant certificates
and payment of the exercise price to the warrant agent at its corporate trust
office. As soon as practicable after such delivery, we will issue and deliver to
the holder the securities purchased upon exercise of the warrants. If the
warrants are certificated and a holder does not exercise all of the warrants
represented by a particular certificate, we will also issue a new certificate
for the remaining number of warrants.

AMENDMENTS AND SUPPLEMENTS TO WARRANT AGREEMENT

Except as otherwise set forth in the prospectus supplement, we and the
warrant agent may amend or supplement the warrant agreement for a series of
warrants without the consent of the holders of the warrants issued thereunder to
effect changes that are not inconsistent with the provisions of the warrants and
that do not materially and adversely affect the interests of the holders of the
warrants. However, except as otherwise set forth in the prospectus supplement,
any amendment that materially and adversely alters the rights of the holders of
warrants will not be effective unless the holders of at least a majority of the
applicable warrants then outstanding approve the amendment. Except as otherwise
set forth in the prospectus supplement, every holder of an outstanding warrant
at the time any amendment becomes effective, by continuing to hold the warrant,
will be bound by the applicable warrant agreement as amended. The prospectus
supplement applicable to a particular series of warrants may provide that
certain provisions of the warrants, including the securities for which they may
be exercisable, the exercise price and the expiration date, may not be altered
without the consent of the holder of each warrant.

DESCRIPTION OF SHARE PURCHASE CONTRACTS AND SHARE PURCHASE UNITS

We may issue share purchase contracts, including contracts obligating
holders to purchase from us and obligating us to sell to holders at a future
date a specified number of shares of our common stock or preferred stock, or a
number of shares of common stock or preferred stock to be determined by
reference to a specific formula set forth in the share purchase contract. The
price per share may be fixed at the time that the share purchase contracts are
issued or may be determined by reference to a specific formula set forth in the
share purchase contracts. Share purchase contracts may include anti-dilution
provisions to adjust the number of shares issuable pursuant to such share
purchase contract upon the occurrence of certain events.

The share purchase contracts may be issued separately or as a part of
units, which we refer to as "share purchase units," consisting of a share
purchase contract and (i) our debt securities, (ii) our common stock, (iii) our
preferred stock, (iv) one or more warrants, or (v) debt obligations of third
parties, including U.S. Treasury securities, in each case securing holders'
obligations to purchase common stock or preferred stock under the share purchase
contracts.

The share purchase contracts may:

- require us to make periodic payments to holders of the share purchase
units, or vice versa, and such payments may be unsecured or prefunded on
some basis;

- require holders to pay their payment obligations at the time the share
purchase contracts are issued, which we refer to as "prepaid share
purchase contracts," or at the time of settlement;
22

- require holders to secure their obligations under the share purchase
contracts in a specified manner; and

- permit us to deliver, in certain circumstances, newly issued prepaid
share purchase contracts, often known as "prepaid securities," upon
release to a holder of any collateral securing such holder's obligations
under the original share purchase contract.

The applicable prospectus supplement will describe the material terms of
the share purchase contracts or share purchase units and, if applicable, prepaid
securities. The description in the applicable prospectus supplement will not
contain all of the information that you may find useful. For more information,
you should review the share purchase contracts, the collateral arrangements and
depositary arrangements, if applicable, relating to such share purchase
contracts or share purchase units and, if applicable, the prepaid securities and
the document pursuant to which the prepaid securities will be issued. We will
file a copy of each of these documents in our Current Reports on Form 8-K, which
will be incorporated herein by reference, or by an amendment to the registration
statement of which this prospectus forms a part. Material United States federal
income tax considerations applicable to the share purchase contracts and the
share purchase units will also be discussed in the related prospectus
supplement.

PLAN OF DISTRIBUTION

We may sell any of the securities offered by this prospectus to or through
one or more underwriters or dealers, and also may sell the securities directly
to other purchasers or through agents. Such firms may also act as our agents in
the sale of the securities. Only underwriters named in the prospectus supplement
will be considered as underwriters of the securities offered by such supplement.

We may distribute securities at different times in one or more
transactions. We may sell securities at fixed prices, which may change, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.

In connection with the sale of the securities, underwriters may receive
compensation from us or from purchasers of the securities in the form of
discounts, concessions or commissions. Underwriters, dealers and agents that
participate in the distribution of the securities may be deemed to be
underwriters. Discounts or commissions they receive and any profit on their
resale of the securities may be considered underwriting discounts and
commissions under the Securities Act of 1933. We will identify any such
underwriter, dealer or agent, and we will describe any such compensation, in the
prospectus supplement. We will describe our expected offering expenses in the
prospectus supplement relating to a particular offering.

We may agree to indemnify underwriters, dealers and agents who participate
in the distribution of the securities against certain liabilities, including
liabilities under the Securities Act of 1933. We may also agree to contribute to
payments which the underwriters, dealers or agents may be required to make in
respect of such liabilities.

Agents designated by us may solicit offers to purchase the securities from
time to time. The prospectus supplement will name any such agent involved in the
offer or sale of the securities and will set forth any commissions payable by us
to such agent. Unless otherwise indicated in such prospectus supplement, any
such agent will be acting on a reasonable best efforts basis for the period of
its appointment or, if indicated in the applicable prospectus supplement, on a
firm commitment basis. Any such agent may be deemed to be an underwriter, as
that term is defined in the Securities Act of 1933, of the securities so offered
and sold.

If the securities are sold by means of an underwritten offering, we will
execute an underwriting agreement with an underwriter or underwriters at the
time an agreement for such sale is reached. A prospectus supplement will be used
by the underwriters to make resales of the securities to the public and will set
forth the names of the specific managing underwriter or underwriters, as well as
any other underwriters, and the terms of the transaction, including commissions,
discounts and any other compensation of the underwriters and dealers, if any. If
underwriters are utilized in the sale of the securities, the securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions, including negotiated transactions, at fixed
public offering prices or at varying prices determined by the underwriter at the
time of sale. The securities may be offered to the public either through
underwriting syndicates represented by managing underwriters or directly by the
managing underwriters. If any underwriters are utilized in the sale of the
securities, unless otherwise indicated in the prospectus supplement, the
underwriting agreement will provide that the obligations of the underwriters are
subject to certain conditions precedent and that the underwriters will be
obligated to purchase all such securities if any are purchased.

If a dealer is utilized in the sale of the securities, we will sell such
securities to the dealer as principal. The dealer may then resell such
securities to the public at varying prices to be determined by such dealer at
the time of resale. Any such dealer may be deemed to be an underwriter, as such
term is defined in the Securities Act of 1933, of the securities so offered and
sold. The prospectus supplement will set forth the name of the dealer and the
terms of the transaction.

We may directly solicit offers to purchase the securities and may sell such
securities directly to institutional investors or others, who may be deemed to
be underwriters within the meaning of the

Securities Act of 1933 with respect to any resale thereof. The prospectus
supplement will describe the terms of any such sales.

We may determine the price or other terms of the securities offered under
this prospectus by use of an electronic auction. We will describe how any
auction will determine the price or any other terms, how potential investors may
participate in the auction and nature of the underwriters' obligations in the
related supplement to this prospectus.

Each series of securities will be a new issue with no established trading
market, other than the common stock which is listed on the New York Stock
Exchange and the Chicago Stock Exchange. Any common stock sold pursuant to a
prospectus supplement will be listed on such exchange, subject to official
notice of issuance. We may elect to list any series of debt securities or
preferred stock on an exchange, but we will not be obligated to do so. It is
possible that one or more underwriters may make a market in a series of the
securities, but will not be obligated to do so and may discontinue any market
making at any time without notice. Therefore, we can give no assurance as to the
liquidity of the trading market for the securities.

Agents, underwriters and dealers may be customers of, engage in
transactions with, or perform services for, us and our subsidiaries in the
ordinary course of business.

We may enter into derivative or other hedging transactions with financial
institutions. These financial institutions may in turn engage in sales of common
stock to hedge their position, deliver this prospectus in connection with some
or all of those sales and use the shares covered by this prospectus to close out
any short position created in connection with those sales. We may also sell
shares of common stock short using this prospectus and deliver common stock
covered by this prospectus to close out such short positions, or loan or pledge
common stock to financial institutions that in turn may sell the shares of
common stock using this prospectus. We may pledge or grant a security interest
in some or all of the common stock covered by this prospectus to support a
derivative or hedging position or other obligation and, if we default in the
performance of our obligations, the pledgees or secured parties may offer and
sell the common stock from time to time pursuant to this prospectus.

The securities may also be offered and sold, if so indicated in the
prospectus supplement, in connection with a remarketing upon their purchase, in
accordance with their terms, or otherwise, by one or more firms, which we refer
to as "remarketing firms," acting as principals for their own accounts or as
agents for us. The prospectus supplement will identify any remarketing firm and
will describe the terms of its agreement, if any, with us and its compensation.
Remarketing firms may be deemed to be underwriters, as such term is defined in
the Securities Act of 1933, in connection with the securities remarketed
thereby. Under agreements which may be entered into with us, we may be required
to provide indemnification or contribution to remarketing firms against certain
civil liabilities, including liabilities under the Securities Act of 1933.
Remarketing firms may also be customers of, engage in transactions with or
perform services for us and our subsidiaries in the ordinary course of business.

If so indicated in the applicable prospectus supplement, we may authorize
agents, underwriters or dealers to solicit offers by certain institutions to
purchase the securities from us at the public offering prices set forth in the
applicable prospectus supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date or dates. The applicable
prospectus supplement will indicate the commission to be paid to underwriters,
dealers and agents soliciting purchases of the securities pursuant to contracts
accepted by us.

In connection with an offering of the securities, underwriters may engage
in transactions that stabilize, maintain or otherwise affect the price of the
securities. Specifically, underwriters may over-allot in connection with the
offering, creating a syndicate short position in the securities for their own
account. In addition, underwriters may bid for, and purchase, securities in the
open market to cover short positions or to stabilize the price of the
securities. Finally, underwriters may engage in penalty bids or reclaim selling
concessions allowed for distributing the securities in the offering if the
underwriters repurchase previously distributed securities in transactions to
cover short positions, in stabilization transactions or otherwise. Any

of these activities may stabilize or maintain the market price of the securities
above independent market levels. Underwriters are not required to engage in any
of these activities and may end any of these activities at any time.

LEGAL MATTERS

Unless otherwise indicated in the applicable prospectus supplement, H. M.
Smith, Esq., our Assistant General Counsel, will pass upon the legality of the
offered securities for us. Unless otherwise indicated in the applicable
prospectus supplement, Davis Polk & Wardwell, 450 Lexington Avenue, New York,
New York 10017, will pass upon the legality of the offered securities for the
underwriters, if any. Mr. Smith is paid a salary by Emerson, is a participant in
various employee benefit plans offered by us and owns or has options to purchase
shares of Emerson common stock. Davis, Polk & Wardwell will rely on the opinion
of H. M. Smith with respect to matters of Missouri law. Arthur F. Golden, one of
our directors, is a partner of Davis Polk & Wardwell. Davis Polk & Wardwell acts
as counsel to us from time to time with respect to various matters but not with
respect to the offered securities. Husch & Eppenberger, LLC, St. Louis,
Missouri, is also representing us in connection with some of the aspects of this
offering.

EXPERTS

The consolidated financial statements of Emerson Electric Co. and
subsidiaries as of September 30, 2003 and 2002, and for each of the years in the
three-year period ended September 30, 2003 have been incorporated by reference
herein in reliance upon the report of KPMG LLP, independent accountants,
incorporated by reference herein and upon the authority of said firm as experts
in accounting and auditing. The audit report covering the September 30, 2002,
consolidated financial statements refers to a change in accounting for goodwill
and other intangible assets.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth estimated expenses in connection with the
issuance and distribution of the securities being registered:

Registration Fee............................................ $ 77,250
Printing and Engraving...................................... 60,000*
Trustee's Charges........................................... 40,000*
Accounting Fees............................................. 225,000*
Rating Agency Fees.......................................... 680,000*
Legal Fees.................................................. 160,000*
Miscellaneous............................................... 10,000*
----------
Total.................................................. $1,252,250*
==========

---------------
* Estimated

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Emerson is a Missouri corporation. Section 351.355(1) of the Revised
Statutes of Missouri provides that a corporation may indemnify a director,
officer, employee or agent of the corporation in any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the corporation,
against expenses, including attorneys' fees, judgments, fines and settlement
amounts actually and reasonably incurred by him in connection with such action,
suit or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. Section 351.355(2) provides that the
corporation may indemnify any such person in any threatened, pending or
completed action or suit by or in the right of the corporation against expenses,
including attorneys' fees and settlement amounts actually and reasonably
incurred by him in connection with the defense or settlement of the action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, except that he may not
be indemnified in respect of any claim, issue or matter in which he has been
adjudged liable for negligence or misconduct in the performance of his duty to
the corporation, unless, and only to the extent, authorized by the court.
Section 351.355(3) provides that, to the extent that such person has been
successful on the merits or otherwise in defense of any action, suit, or
proceeding referred to in Sections 351.355(1) or 351.355(2), or in defense of
any claim, issue or matter therein, he shall be indemnified against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the action, suit or proceeding. Section 351.355(7) provides that a
corporation shall have the power to give any further indemnity to any such
person, in addition to the indemnity otherwise authorized under Section 351.355,
provided such further indemnity is either (i) authorized, directed or provided
for in the articles of incorporation of the corporation or any duly adopted
amendment thereof or (ii) is authorized, directed or provided for in any bylaw
or agreement of the corporation which has been adopted by a vote of the
shareholders of the corporation, provided that no such indemnity shall indemnify
any person from or on account of such person's conduct which was finally
adjudged to have been knowingly fraudulent, deliberately dishonest or willful
misconduct.

At the Annual Meeting of Shareholders held on February 10, 1987, Emerson
shareholders adopted indemnification agreements with the directors of Emerson
and amendments to the Bylaws of Emerson which incorporate indemnity provisions
permitted by Section 351.355(7) described above. The agreements and amended
Bylaws provide that Emerson will indemnify its directors and officers against
all expenses (including attorneys' fees), judgments, fines and settlement
amounts, paid or incurred in any action or

II-1

proceeding, including any action by or on behalf of Emerson, on account of their
service as a director or officer of Emerson, any subsidiary of Emerson or any
other company or enterprise when they are serving in such capacities at the
request of Emerson, excepting only cases where (i) the conduct of such person is
adjudged to be knowingly fraudulent, deliberately dishonest or willful
misconduct, (ii) a final court adjudication shall determine that such
indemnification is not lawful, (iii) judgment is rendered against such person
for an accounting of profits made from a purchase or sale of securities of
Emerson in violation of Section 16(b) of the Securities Exchange Act of 1934 or
of any similar statutory law, or (iv) any remuneration paid to such person is
adjudicated to have been paid in violation of law. Such person shall be
indemnified only to the extent that the aggregate of losses to be indemnified
exceeds the amount of such losses for which the director or officer is insured
pursuant to any directors' or officers' liability insurance policy maintained by
Emerson.

The directors and officers of Emerson are insured under a policy of
directors' and officers' liability insurance maintained by Emerson.

Our articles of incorporation limit the liability of our directors to us or
any of our shareholders for monetary damages for breach of fiduciary duty as a
director to the fullest extent permitted under the Missouri General and Business
Corporation Law.

ITEM 16. EXHIBITS.

1.1 -- Form of Underwriting Agreement Standard Provisions,
incorporated by reference herein to Exhibit 1.1 to the
Registration Statement on Form S-3 (File No. 333-66865) (the
"November 1998 S-3").
1.2 -- Form of Pricing Agreement (included in Exhibit 1.1).
1.3 -- Form of Distribution Agreement incorporated by reference
herein to Exhibit 1.3 to the Registration Statement on Form
S-3 (File No. 333-84673) (the "August 1999 S-3").
1.4* -- Form of Underwriting Agreement (Debt).
1.5* -- Form of Underwriting Agreement (Equity).
4.1 -- Indenture between the Registrant and The Bank of New York,
as Trustee, incorporated by reference herein to Exhibit 4(b)
to the Registrant's Annual Report on Form 10-K for the
fiscal year ended September 30, 1998.
4.2 -- Form of Debt Security, incorporated by reference herein to
Exhibit 4.2 to the November 1998 S-3.
4.3 -- Form of Fixed Rate Medium-Term Note incorporated by
reference herein to Exhibit 4.3 to Post-Effective Amendment
No. 1 to the Registration Statement on Form S-3 filed
October 15, 2002 (File No. 333-52658).
4.4 -- Form of Floating Rate Medium-Term Note incorporated by
reference herein to Exhibit 4.4 Post-Effective Amendment No.
1 to the Registration Statement on Form S-3 filed October
15, 2002 (File No. 333-52658).
4.5 -- Restated Articles of Incorporation of Emerson Electric Co.,
incorporated by reference to Emerson Electric Co. Form 10-Q
for the quarter ended March 31, 2001, Exhibit 3(a);
Termination of Designated Shares of Stock an Certificate of
Designation, Preferences and Rights of Series B Junior
Participating Preferred Stock, incorporated by reference to
Emerson Electric Co. 1998 Form 10-K, Exhibit 3(a).
4.6 -- Bylaws of Emerson Electric Co., as amended through November
6, 2001, incorporated by reference to Emerson Electric Co.
2001 Form 10-K, Exhibit 3(b).
4.7 -- Rights Agreement dated as of November 1, 1998, between
Emerson Electric Co. and ChaseMellon Shareholder Services,
L.L.C. (now Mellon Investor Services LLC) incorporated by
reference to Emerson Electric Co. Form 8-A, dated October 6,
1998, Exhibit 1.

II-2

4.8* -- Form of Preferred Stock -- Any amendment to Emerson Electric
Co.'s restated articles of incorporation authorizing the
creation of any series of preferred stock setting forth the
rights, preferences and designations thereof will be filed
as an exhibit subsequently included or incorporated by
reference herein.
5 -- Opinion of H. M. Smith, Esq.
8* -- Opinion regarding tax matters.
12 -- Statement re computation of ratios of earnings to fixed
charges incorporated by reference herein to Exhibit 12 to
the Registrant's Annual Report on Form 10-K for the fiscal
year ended September 30, 2003.
23.1 -- Consent of H. M. Smith, Esq. (included in Exhibit 5).
23.2 -- Independent Auditors' Consent.
24 -- Powers of Attorney executed by certain of the officers and
directors of the Registrant (included on the signature
page).
25* -- Form T-1, Statement of Eligibility under the Trust Indenture
Act of 1939, of The Bank of New York, as Trustee, as
previously filed in and incorporated by reference herein to
Exhibit 25 to the November 1998 S-3.

-------------------------
* To be filed either by an amendment to the Registration Statement or as an
exhibit to a report field under the Securities Exchange Act of 1934, as
amended, and incorporated herein by reference.

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post effective amendment to this
registration statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus
any facts or events arising after the effective date of the registration
statement (or the most recent post effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and (iii) to include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that the undertakings set forth in
subparagraphs (i) and (ii) above do not apply if the information required
to be included in a post effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities and
Exchange Commission by the Registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
this registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities

II-3

Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

(5) To file an application for the purpose of determining the
eligibility of the trustee (under any Indenture entered into with a trustee
to be selected) to act under subsection (a) of Section 310 of the Trust
Indenture Act (the "TIA") in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the TIA.

(6) If the securities registered are to be offered at competitive
bidding: (1) to use its best efforts to distribute prior to the opening of
bids, to prospective bidders, underwriters, and dealers, a reasonable
number of copies of a prospectus which at that time meets the requirements
of Section 10(a) of the Act, and relating to the securities offered at
competitive bidding, as contained in the registration statement, together
with any supplements thereto, and (2) to file an amendment to the
registration statement reflecting the results of bidding, the terms of the
reoffering and related matters to the extent required by the applicable
form, not later than the first use, authorized by the issuer after the
opening of bids, of a prospectus relating to the securities offered at
competitive bidding, unless no further public offering of such securities
by the issuer and no reoffering of such securities by the purchasers is
proposed to be made.

(7) That for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this registration statement as of the time it was declared
effective.

(8) That for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-3 and has duly caused this registration
statement and this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the County of St. Louis, State of Missouri, on
November 17, 2003.

EMERSON ELECTRIC CO.

BY: /s/ W. J. GALVIN
------------------------------------
W. J. Galvin
Executive Vice President and
Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints
W. J. Galvin, W. W. Withers and H. M. Smith, and each of them, his or her true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and supplements to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement, which also constitutes Post-Effective Amendment No. 2 to
Registration Statement No. 333-52658, has been signed below on November 17, 2003
by the following persons in the capacities indicated:

SIGNATURE TITLE
--------- -----

/s/ D. N. FARR Chief Executive Officer and Director
------------------------------------------------
D. N. Farr

/s/ C. F. KNIGHT Chairman of the Board and Director
------------------------------------------------
C. F. Knight

/s/ W. J. GALVIN Executive Vice President and
------------------------------------------------ Chief Financial Officer and Director
W. J. Galvin

/s/ J. G. BERGES President and Director
------------------------------------------------
J. G. Berges

/s/ R. J. SCHLUETER Vice President and Chief Accounting Officer
------------------------------------------------
R. J. Schlueter

II-5

SIGNATURE TITLE
--------- -----

/s/ A. A. BUSCH III Director
------------------------------------------------
A. A. Busch III

/s/ D. C. FARRELL Director
------------------------------------------------
D. C. Farrell

/s/ C. FERNANDEZ G. Director
------------------------------------------------
C. Fernandez G.

/s/ A. F. GOLDEN Director
------------------------------------------------
A. F. Golden

/s/ R. B. HORTON Director
------------------------------------------------
R. B. Horton

/s/ G. A. LODGE Director
------------------------------------------------
G. A. Lodge

/s/ V. R. LOUCKS, JR. Director
------------------------------------------------
V. R. Loucks, Jr.

/s/ J. B. MENZER Director
------------------------------------------------
J. B. Menzer

/s/ C. A. PETERS Director
------------------------------------------------
C. A. Peters

/s/ J. W. PRUEHER Director
------------------------------------------------
J. W. Prueher

/s/ R. L. RIDGWAY Director
------------------------------------------------
R. L. Ridgway

/s/ E. E. WHITACRE, JR. Director
------------------------------------------------
E. E. Whitacre, Jr.

II-6

INDEX TO EXHIBITS

EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
---------- ----------------------

5 -- Opinion of H. M. Smith, Esq.
23.1 -- Consent of H. M. Smith, Esq. (included in Exhibit 5).
23.2 -- Independent Auditors' Consent.
24 -- Powers of Attorney executed by certain of the officers and
directors of the Registrant (included on the signature
page).