8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2007 MEMC Electronic Materials, Inc. (Exact Name of Registrant as Specified in its Charter)
Delaware (State or other jurisdiction of Incorporation)		1-13828 (Commission File Number)	56-1505767 (I.R.S. Employer Identification Number)
501 Pearl Drive (City of O'Fallon) St. Peters, Missouri (Address of principal executive offices)				63376 (Zip Code)
	(636) 474-5000 (Registrant's telephone number, including area code)
	Not Applicable (Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provision (see General Instruction A.2 below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.Other Events.

On January 31, 2007, MEMC Electronic Materials, Inc. (the “Company”) announced that Nabeel Gareeb, Chief Executive Officer, has established a stock trading plan in accordance with the guidelines of Rule 10b5-1 of the Securities Exchange Act and the Company’s policy regarding stock transactions by Company insiders. The transactions under this plan will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission. A copy of the press release announcing the trading plan is furnished as Exhibit 99.1 to this report.

Item 9.01.  Exhibits.

(d)

Exhibit No.	Item
99.1	Press release dated January 31, 2007 furnished with this report.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MEMC ELECTRONIC MATERIALS, INC.
Date:  January 31, 2007	By:	/s/ Kenneth H. Hannah
		Name:  Kenneth H. Hannah Title:    Senior Vice President and Chief Financial Officer

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Exhibit Index

Number	Item
99.1	Press release dated January 31, 2007 furnished with this report.

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EX-99.1

Exhibit 99.1

MEMC Electronic
Materials, Inc. 501 Pearl Drive (City of
O’Fallon) Post Office Box 8 St. Peters, Missouri 63376
USA Phone:   636-474-5000 Fax:   636-474-5158 www.memc.com  

For Immediate Release

MEMC CEO FILES 10b5-1 PLAN

St. Peters, MO, Jan 31, 2007 – MEMC Electronic Materials, Inc. (NYSE: WFR) today announced that its Chief Executive Officer, Nabeel Gareeb, has adopted a pre-arranged stock trading plan. The stock trading plan was adopted in accordance with guidelines specified under Rule 10b5-1 of the Securities and Exchange Act of 1934 and MEMC’s policies regarding insider stock transactions.

Rule 10b5-1 allows corporate officers and directors to adopt written, pre-arranged stock trading plans when they do not have material, non-public information. Once the plan is in place, the executive does not retain or exercise any discretion over shares traded under the plan, although the executive may later amend or terminate the plan. The broker administering the plan is authorized to trade company shares in volumes and at times determined independently by the broker, subject to the limitations set forth in the plan. Using these plans, insiders can gradually diversify their investment portfolios, can spread stock trades out over an extended period of time to reduce any market impact and can avoid concerns about whether they had material, non-public information when they sold their stock.

As part of an estate plan, Mr. Gareeb established a trust in 2005 and transferred his employee stock options to the trust. Through the trust, under his Rule 10b5-1 plan, Mr. Gareeb’s options may be exercised from time to time and the underlying stock sold at pre-determined price points through 2010.

Mr. Gareeb stated, “As part of my estate planning, I had established a 10b5-1 plan in July 2005 through a trust based on the recommendation of my financial advisor as a way of achieving prudent diversification of my concentrated position without causing undue concern in the investment community or the employee base. I terminated that plan in August 2006 to accommodate Section 409A. I am establishing a new 10b5-1 plan for the same reasons as stated above. I am also taking advantage of this open window to directly exercise and sell approximately 10% of my outstanding options as part of my estate diversification plan. I believe that MEMC remains on a positive trajectory as indicated by the results over the last five years, and I am confident about our future as indicated by the long-term nature of this plan.”

The transactions under these plans will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission.

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About MEMC

MEMC is a global leader in the manufacture and sale of wafers and related intermediate products to the semiconductor and solar industries. MEMC has been a pioneer in the design and development of wafer technologies over the past four decades. With R&D and manufacturing facilities in the U.S., Europe and Asia, MEMC enables the next generation of high performance semiconductor devices and solar cells.

Contact:

Bill Michalek

Director, Investor Relations

MEMC Electronic Materials, Inc.

(636) 474-5443