Filed pursuant to Rule 424(b)(5)
                                                      Registration No. 333-84673
                                                     (Pursuant to Rule 429, also
                                                     Registration No. 333-66865)
Pricing Supplement No. 2 dated March 22, 2000
(To Prospectus and Prospectus Supplement
dated September 23, 1999)

[EMERSON LOGO]



                              Emerson Electric Co.
                               MEDIUM - TERM NOTES

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Designation:                             Floating Rate Notes Due March 27, 2040

CUSIP No.:                               29101L AW0

Principal Amount (in Specified
Currency):                               US$ 35,231,000

Price to Public (Issue Price):           100.00%

Agent's Commission:                      1.00%

Net Proceeds to Emerson:                 US$ 34,878,690

Trade Date:                              March 22, 2000

Settlement Date (Original Issue Date):   March 27, 2000

Maturity Date:                           March 27, 2040

Base Rate:                               LIBOR Telerate Page 3750, U.S. Dollars, One Month

Index Maturity:                          One month

Spread:                                  Minus 30 basis points (.30%)

Initial Interest Rate:                   5.825%

Interest Reset Dates:                    The 27th day of each month, commencing April 27, 2000.

Interest Determination Dates:            Two (2) London Banking Days prior to each Interest Reset Date.

Interest Payment Dates:                  Quarterly on the 27th of March, June, September and December
                                         of each year, commencing June 27, 2000.

Conditional Right to Shorten Maturity    Upon the occurrence of a Tax Event, we will have the right to
                                         shorten the maturity of the Notes without the consent of the
                                         Holders of the Notes, as we discuss in detail in this Pricing
                                         Supplement.

Repayment at Option of Holder:           The Notes will be repayable at your option, in accordance with the
                                         procedures described in the Prospectus Supplement, on the following
                                         days and at the following prices:

                                         Repayment Date                                       Price

                                         March 27, 2010 ....................................  99.00%
                                         March 27, 2013 ....................................  99.25%
                                         March 27, 2016 ....................................  99.50%
                                         March 27, 2019 ....................................  99.75%
                                         March 27, 2022 and on each third
                                          anniversary thereafter to March 27, 2040 ......... 100.00%

Agent:                                   PaineWebber Incorporated


                              ---------------------

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or disapproved of these securities or determined if this
prospectus  supplement or the  accompanying  prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.



                          ADDITIONAL TERMS OF THE NOTES

Day Count Convention

         Interest  on the Notes  will be  computed  and paid on the basis of the
actual number of days in each accrual  period based on a 360-day year.  Interest
on the  Notes  will be equal to the sum of  interest  amounts  for each  accrual
period  within each  interest  period.  The  "accrual  period"  means the period
beginning on and  including  the date of issuance of the Notes and ending on and
excluding  April 27, 2000,  and  thereafter  each  successive  one-month  period
beginning on and  including  the 27th of each month and ending on and  including
the day  preceding  the 27th of the  next  month,  whether  or not that day is a
Business Day. The "interest  period" means each period  beginning on the date of
issuance of the Notes or an Interest  Payment  Date and ending on and  including
the day preceding the next  succeeding  Interest  Payment Date.  Interest during
each accrual period will accrue at the LIBOR rate, adjusted by the Spread (i.e.,
reduced  by 30  basis  points),  for  such  accrual  period  on the  outstanding
principal amount of the Notes and on the sum of the amounts of interest for each
of the previous  accrual  periods within the same interest  period.  Interest on
each Note for an  accrual  period  will be  calculated  in  accordance  with the
following formula:

         Interest for Accrual Period = APA x (LIBOR - Spread) x T/360

         where,

         -    "APA" refers to the adjusted principal amount,  which means (i) in
              respect of the first  accrual  period in an interest  period,  the
              outstanding principal amount of a Note and (ii) in respect of each
              succeeding  accrual period in the interest period, an amount equal
              to the sum of (x) the  outstanding  principal  amount of such Note
              and  (y)  the  sum of the  amounts  of  interest  for  each of the
              previous accrual periods in such interest period;

         -    "LIBOR" refers to the applicable LIBOR Telerate Page 3750 for such
              accrual period; and

         -    "T"  refers  to  the actual  number of days with  respect to  such
              accrual period.

The interest  rate on the Notes will in no event be higher than the maximum rate
permitted  by New York law as the same may be modified  by United  States law of
general application.

Conditional Right To Shorten Maturity

         We intend  to deduct  interest  we pay on the Notes for  United  States
federal income tax purposes.  However,  there have been proposed federal tax law
changes over the past few years that, among other things,  would have prohibited
an issuer from deducting  interest  payments on debt instruments with a maturity
of more than 40 years. While none of these proposals has become law, we can give
no assurance that similar  legislation  affecting our ability to deduct interest
paid on the Notes will not be enacted in the future or that any such legislation
would not have a retroactive  effective date. As a result,  we cannot assure you
that a Tax Event (as defined below) will not occur.

         Upon the  occurrence of a Tax Event,  we will have the right to shorten
the  maturity of the Notes  without the consent of the Holders of the Notes.  We
may shorten  the  maturity to the  minimum  extent  required,  in the opinion of
nationally  recognized tax counsel, to allow us to deduct interest we pay on the
Notes for United  States  federal  income tax  purposes.  If we cannot obtain an
opinion as to such a minimum period,  the minimum extent so required to maintain
our interest  deduction (to the extent interest is deductible under current law)
will be  determined  in good  faith by the  Finance  Committee  of our  Board of
Directors,  after receipt of an opinion of such counsel regarding the applicable
legal standards.  If we exercise our right to shorten the maturity of the Notes,
the  amount  payable  on the new  maturity  date  will be  equal  to 100% of the
principal  amount of the Notes  plus  interest  accrued  on the Notes to the new
maturity  date.  We can give no assurance  whether or not we would  exercise our
right to shorten the maturity of the Notes upon the occurrence of a Tax Event or
as to the period by which we would  shorten  the  maturity  of the Notes.  If we
elect to  exercise  our right to  shorten  the  maturity  of the Notes  upon the

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occurrence  of a Tax  Event,  we will mail a notice  to each  Holder of Notes by
first-class  mail not more than 60 days after the  occurrence  of the Tax Event,
stating  the new  maturity  date of the Notes.  This notice  shall be  effective
immediately upon mailing.

         "Tax Event" means that we shall have  received an opinion of nationally
recognized tax counsel to the effect that as a result of

          - any  amendment  to,  clarification  of,  or  change  (including  any
announced  prospective  amendment,  clarification  or change) in any law, or any
regulation thereunder, of the United States,

          -  any  judicial  decision,  official  administrative   pronouncement,
ruling, regulatory procedure, regulation, notice or announcement,  including any
notice or announcement  of intent to adopt or promulgate any ruling,  regulatory
procedure or regulation, or

          - any  amendment  to,  clarification  of, or  change  in any  official
position  with  respect  to,  or any  interpretation  of, an  administrative  or
judicial action described above or a law or regulation of the United States that
differs from the then generally accepted position or interpretation,

that  occurs on or after  March 22,  2000,  there is more than an  insubstantial
increase  in the risk that any  portion of the  interest  we pay on the Notes is
not, or will not be, fully deductible by us for United States federal income tax
purposes.

                  NOTES USED AS QUALIFIED REPLACEMENT PROPERTY

         Prospective   investors  seeking  to  treat  the  Notes  as  "qualified
replacement  property" for purposes of Section 1042 of the Internal Revenue Code
of 1986,  as  amended,  should be aware that  Section  1042  requires us to meet
certain requirements in order for the Notes to constitute qualified  replacement
property.  In general,  qualified replacement property is a security issued by a
domestic operating  corporation that did not, for the taxable year preceding the
taxable year in which such  security was  purchased,  have  "passive  investment
income" in excess of 25 percent of the gross  receipts of such  corporation  for
such preceding  taxable year. For purposes of this "Passive  Income Test," where
the  issuing  corporation  is in control of one or more  corporations,  all such
corporations are treated as one corporation,  or an "Affiliated  Group," for the
purposes of computing  the amount of passive  investment  income  under  Section
1042.

         We believe that less than 25 percent of our  Affiliated  Group's  gross
receipts was passive  investment  income for the fiscal year ended September 30,
1999. In making this  determination,  we have made certain  assumptions and used
procedures  which we believe  are  reasonable.  We can give no  assurance  as to
whether we will  continue to meet the Passive  Income Test.  It is, in addition,
possible that the Internal Revenue Service may disagree with the manner in which
we have calculated our Affiliated  Group's gross receipts or passive  investment
income and the conclusions we describe here. Prospective purchasers of the Notes
should  consult with their own tax advisors with respect to the  application  of
Section 1042 to their particular circumstances and other tax matters relating to
the Notes.

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