SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

EMERSON ELECTRIC CO

(Last)

(First)

(Middle)

8000 W. FLORISSANT AVE.

(Street)

ST LOUIS

63136

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MKS INSTRUMENTS INC [ MKSI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/16/2006		S		100,000	D	$20.816⁽¹⁾⁽²⁾⁽³⁾	4,490,337	I	Through a subsidiary
Common Stock	08/17/2006		S		72,322	D	$20.6596⁽⁴⁾⁽⁵⁾	4,418,015	I	Through a subsidiary
Common Stock								1,065,182	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The sales were effected in multiple transactions, at varying prices, on August 16, 2006, as follows and as described in footnotes 2 and 3 below: 100 shares at $20.10; 300 at $20.12; 200 at $20.14; 100 at $20.16; 300 at $20.18; 200 at $20.20; 700 at $20.21; 400 at $20.22; 200 at $20.23; 400 at $20.24; 300 at $20.25; 200 at $20.30; 200 at $20.35; 300 at $20.39; 500 at $20.40; 600 at $20.41; 200 at $20.42; 800 at $20.43; 800 at $20.44; 544 at $20.45; 500 at $20.46; 600 at $20.47; 1,000 at $20.48; 100 at $20.49; 500 at $20.50; 1,100 at $20.51; 600 at $20.52; and 500 at $20.53.

2. This footnote sets forth additional detail with respect to the transactions described in footnote 1, as follows: 300 shares at $20.54; 1,200 at $20.55; 911 at $20.56; 889 at $20.57; 1,326 at $20.58; 1,074 at $20.59; 300 at $20.60; 800 at $20.61; 100 at $20.62; 1,100 at $20.63; 300 at $20.64; 500 at $20.65; 700 at $20.66; 200 at $20.67; 700 at $20.68; 100 at $20.69; 300 at $20.70; 800 at $20.71; 500 at $20.72; 300 at $20.74; 100 at $20.75; 600 at $20.76; and 1,400 at $20.77.

3. This footnote sets forth additional detail with respect to the transactions described in footnotes 1 and 2, as follows: 1,600 shares at $20.78; 1,220 at $20.79; 1,803 at $20.80; 919 at $20.81; 1,478 at $20.82; 1,600 at $20.83; 1,381 at $20.84; 4,320 at $20.85; 1,668 at $20.86; 931 at $20.87; 900 at $20.88; 1,174 at $20.89; 4,926 at $20.90; 4,500 at $20.91; 4,200 at $20.92; 5,500 at $20.93; 2,095 at $20.94; 10,241 at $20.95; 600 at $20.96; 8,300 at $20.97; 2,500 at $20.98; 2,300 at $20.99; 8,000 at $21.00; 800 at $21.01; and 300 at $21.02. The weighted average sales price for these transactions was $20.816 per share.

4. The sales were effected in multiple transactions, at varying prices, on August 17, 2006, as follows and as described in footnote 5 below: 200 shares at $20.38; 200 at $20.43; 318 at $20.44; 1,382 at $20.45; 2,700 at $20.46; 1,200 at $20.47; 700 at $20.48; 600 at $20.49; 1,500 at $20.50; 2,223 at $20.51; 1,777 at $20.52; 2,322 at $20.53; 1,000 at $20.54; 1,300 at $20.55; 1,200 at $20.56; 1,800 at $20.57; 1,100 at $20.58; 800 at $20.59; 2,400 at $20.60; and 1,400 at $20.61.

5. This footnote sets forth additional detail with respect to the transactions described in footnote 4 as follows: 1,000 shares at $20.62; 800 at $20.63; 600 at $20.64; 4,500 at $20.65; 1,826 at $20.66; 1,608 at $20.67; 666 at $20.68; 1,780 at $20.69; 2,948 at $20.70; 1,637 at $20.71; 335 at $20.72; 2,000 at $20.73; 1,300 at $20.74; 9,700 at $20.75; 4,878 at $20.76; 1,822 at $20.77; 900 at $20.78; 400 at $20.79; 1,800 at $20.80; 1,500 at $20.81; 100 at $20.82; 1,000 at $20.83; 400 at $20.84; 500 at $20.85; 700 at $20.86; 900 at $20.88; 300 at $20.89; 200 at $20.90; and 100 at $20.93. The weighted average sales price for these transactions was $20.6596 per share.

	/s/ Timothy G. Westman, Assistant Secretary	08/18/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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