EMERSON ELECTRIC CO
AMEND NO1 TO 1998 STOCK OPTION PLAN
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<TYPE>EX-10
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>AMEND NO1 TO 1998 STOCK OPTION PLAN
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            Exhibit 10(l)
            Amendment No. 1 to 1998 Stock Option Plan

                                                 Corrected Amendment
                       AMENDMENT NO. 1 TO THE
                        EMERSON ELECTRIC CO.
                       1998 STOCK OPTION PLAN

          WHEREAS, Emerson Electric Co. (the "Company") previously
adopted the Emerson Electric Co. 1998 Stock Option Plan (the "Plan"); and

          WHEREAS, pursuant to Section 17 of the Plan, the Compensation
and Human Resources Committee (the "Committee") of the Board of Directors of
the Company was given the authority, subject to specified limitations, to amend
the Plan; and

          WHEREAS, the Committee has approved and authorized Amendment
No. 1 to the Plan as herein set forth;

          NOW, THEREFORE, effective as of November 4, 1997, the Plan is
amended as follows:

     1. Section 10 of the Plan is amended in its entirety as follows:

     10. Termination of Employment or Service as an Outside Director.
Any option issued hereunder must be exercised prior to the optionee's
termination of employment with the Company (or service as an outside director
of the Company), a subsidiary or any affiliate, except that if the employment
of an optionee (other than an outside director of the Company) terminates with
the consent and approval of the optionee's employer, the Committee in its
absolute discretion may permit the optionee to exercise the option, to the
extent that the optionee was entitled to exercise it at the date of such
termination of employment, at any time within three (3) months after such
termination, but not after ten (10) years from the date of the granting
thereof. In addition, in the event the Company, a subsidiary or an affiliate
divests itself of all its interest in a subsidiary or an affiliate, all
outstanding options held by an optionee employed by such divested subsidiary
or affiliate may be exercised by such optionee at any time within three (3)
months after such divestiture, but not after ten (10) years from the date on
which such options were granted. In addition, all outstanding options held by
an optionee who terminates employment (or service as an outside director of
the Company) on account of retirement (as determined by the Committee) shall
be fully exercisable at any time within five (5) years after such retirement,
but not after ten (10) years from the date on which such options were granted.
If the optionee terminates employment (or service as an outside director) on
account of disability, the optionee may exercise such option, to the extent
the optionee was entitled to exercise it at the date of such termination, at
any time within one (1) year of the termination of employment (or service) but
not after ten (10) years from the date of the granting thereof. For this
purpose, a person shall be deemed to be disabled if he or she is permanently
and totally disabled within the meaning of Section 422(c)(6) of the Code,
which, as of the date hereof, means that he or she is unable to engage in any
substantial gainful activity by reason of any medically determined physical or
mental impairment which can be expected to result in death or which has lasted
or can be expected to last for a period of not less than twelve (12) months.  A
person shall be considered disabled only if he or she furnishes such proof of
disability as the Committee may require. Options granted under the Plan shall
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not be affected by any change of employment so long as the optionee continues to
be an employee of the Company or a subsidiary thereof or, in the case of SAR's
or options which are not Incentive Stock Options, an affiliate of the Company.
The option agreements may contain such provisions as the Committee shall
approve with reference to the effect of approved leaves of absence. Nothing in
the Plan or in any option granted pursuant to the Plan shall confer on any
individual any right to continue in the employ of the Company (or service as an
outside director of the Company) or any subsidiary or affiliate or interfere in
any way with the right of the Company or any subsidiary or affiliate thereof to
terminate his or her employment at any time.

     2. Section 11 of the Plan is amended in its entirety as follows:

     11. Death. In the event of the death of an optionee under the
Plan while he or she is employed by the Company (or a subsidiary or affiliate
of the Company) or while he or she is serving as an outside director of the
Company, the options held by the optionee at death shall become fully vested
immediately and may be exercised by a legatee or legatees under the optionee's
last will, or by personal representatives or distributees, at any time within a
period of one (1) year after death, but not after ten (10) years from the date
of granting thereof. In the event of the death of an optionee within three
months after termination of employment or service as an outside director of the
Company (or one (1) year in the case of the termination (or service) of an
optionee who is disabled as above provided or five (5) years in the case of
termination of employment (or service) on account of retirement, as provided in
paragraph 10 above) the option theretofore granted may be exercised, to the
extent exercisable at the date of death, by a legatee or legatees under the
optionee's last will, or by personal representatives or distributees, at any
time within a period of one (1) year after death, but not after ten (10) years
from the date of granting thereof.

                             * * * * * * * *

          The foregoing is the full text of Amendment No. 1 to the
Emerson Electric Co. 1998 Stock Option Plan as approved and authorized by the
Compensation and Human Resources Committee of the Board of Directors of Emerson
Electric Co. on June 27, 2000.

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