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)
08/30/2006

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	08/30/2006		S		46,133	D	$20.83⁽¹⁾⁽²⁾	3,970,266	I	Through a subsidiary
Common Stock	08/31/2006		S		20,846	D	$20.8855⁽³⁾	3,949,420	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 30, 2006, as follows and as described in Footnote 2 below: 100 shares at $20.27; 100 at $20.28; 100 at $20.33; 600 at $20.40; 100 at $20.41; 400 at $20.43; 200 at $20.48; 400 at $20.51; 122 at $20.55; 200 at $20.56; 200 at $20.59; 100 at $20.62; 100 at $20.63; 200 at $20.65; 100 at $20.66; 600 at $20.67; 700 at $20.68; 1,500 at $20.69; 1,600 at $20.70; 1,700 at $20.71; 600 at $20.72; 1,300 at $20.73; 903 at $20.74; 1,400 at $20.75; 400 at $20.76; 126 at $20.77; 900 at $20.78; and 1,674 at $20.79.

2. This footnote sets forth additional detail with respect to the transactions described in Footnote 1, as follows: 1,200 shares at $20.80; 400 at $20.81; 600 at $20.82; 100 at $20.83; 2,200 at $20.84; 4,100 at $20.85; 500 at $20.87; 400 at $20.88; 2,799 at $20.89; 3,109 at $20.90; 1,400 at $20.91; 1,800 at $20.92; 1,400 at $20.93; 300 at $20.94; 100 at $20.95; 500 at $20.96; 900 at $20.97; 2,000 at $20.98; 3,092 at $20.99; 2,008 at $21.00; and 800 at $21.01. The weighted average sales price for these transactions was $20.83 per share.

3. The sales were effected in multiple transactions, at varying prices, on August 31, 2006, as follows: 200 shares at $20.68; 300 at $20.69; 1,000 at $20.73; 100 at $20.74; 500 at $20.75; 708 at $20.76; 700 at $20.77; 700 at $20.78; 1,000 at $20.79; 300 at $20.80; 600 at $20.81; 200 at $20.82; 600 at $20.83; 600 at $20.84; 400 at $20.85; 700 at $20.86; 800 at $20.87; 1,409 at $20.88; 386 at $20.89; 1,000 at $20.90; 522 at $20.91; 601 at $20.92; 300 at $20.93; 200 at $20.95; 700 at $20.96; 900 at $20.97; 100 at $20.98; 550 at $20.99; 2,260 at $21.00; 500 at $21.01; 1,310 at $21.02; 300 at $21.03; and 400 at $21.04. The weighted average sales price for these transactions was $20.8855 per share.

	/s/ Timothy G. Westman, Assistant Secretary	09/01/2006
	** 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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