Edgar Filing: MKS INSTRUMENTS INC

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

EMERSON ELECTRIC CO

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)

(Last)

(First)

(Middle)

8000 W. FLORISSANT AVE.

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2006

(Street)

ST LOUIS, MO 63136

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	05/17/2006		S		39,720	D	$ 21.662 ⁽¹⁾ ⁽²⁾	6,597,571	I	Through a subsidiary ⁽³⁾
Common Stock	05/18/2006		S		45,357	D	$ 21.297 ⁽⁴⁾ ⁽⁵⁾	6,552,214	I	Through a subsidiary ⁽³⁾
Common Stock								1,065,182	D ⁽⁶⁾

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
EMERSON ELECTRIC CO 8000 W. FLORISSANT AVE. ST LOUIS, MO 63136		X
ASTEC AMERICA INC 5810 VAN ALLEN WAY CARLSBAD, CA 92008		X

Signatures

/s/ Timothy G. Westman, Assistant Secretary for Emerson Electric Co.		05/19/2006
^**Signature of Reporting Person		Date
/s/ Timothy G. Westman, Secretary for Astec America Inc.		05/19/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The sales were effected in multiple transactions, at varying prices, on May 17, 2006, as follows and as described in Footnotes 2 below: 200 shares at $21.40; 100 at $21.42; 200 at $21.43; 400 at $21.45; 300 at $21.46; 92 at $21.47; 300 at $21.49; 400 at $21.50; 408 at $21.51; 500 at $21.52; 1,492 at $21.53; 730 at $21.54; 739 at $21.55; 1,078 at $21.56; 1,761 at $21.57; 1,100 at $21.58; 582 at $21.59; 200 at $21.60; 1,650 at $21.61; 1,618 at $21.62; 1,180 at $21.63; 1,875 at $21.64; 2,655 at $21.65; 1,850 at $21.66; 1,000 at $21.67; 1,100 at $21.68; 2,200 at $21.69; and 2,400 at $21.70.
(2)	This footnote sets forth additional detail with respect to the transactions described in Footnote 1, as follows: 500 shares at $21.71; 900 at $21.72; 800 at $21.73; 200 at $21.74; 754 at $21.75; 2,100 at $21.76; 1,100 at $21.77; 500 at $21.78; 564 at $21.79; 1,082 at $21.80; 200 at $21.81; 510 at $21.82; 500 at $21.83; 300 at $21.84; 500 at $21.85; 400 at $21.86; 100 at $21.87; 100 at $21.89; 300 at $21.91; and 200 at $21.92. The weighted average sales price for these transactions was $21.6620 per share.
(3)	The reported securities are owned directly by Astec America Inc. The Reporting Person is the ultimate parent company of Astec America Inc.
(4)	The sales were effected in multiple transactions, at varying prices, on May 18, 2006, as follows and as described in Footnotes 5 below: 500 shares at $20.83; 600 at $20.84; 3,176 at $20.85; 1,006 at $20.86; 930 at $20.87; 1,170 at $20.88; 100 at $20.89; 1,005 at $20.90; 100 at $20.91; 1,095 at $20.93; 400 at $20.94; 200 at $20.95; 200 at $20.96; 400 at $20.97; 700 at $20.98; 720 at $20.99; 300 at $21.01; 300 at $21.04; 200 at $21.06; 200 at $21.07; 100 at $21.09; 400 at $21.10; 300 at $21.11; 200 at $21.15; 200 at $21.16; 300 at $21.18; 500 at $21.19; and 600 at $21.20.
(5)	This footnote sets forth additional detail with respect to the transactions described in Footnote 4 as follows: 300 shares at $21.21; 800 at $21.25; 300 at $21.27; 200 at $21.29; 100 at $21.30; 300 at $21.33; 100 at $21.34; 100 at $21.37; 300 at $21.38; 400 at $21.39; 400 at $21.41; 600 at $21.42; 1,100 at $21.43; 500 at $21.44; 800 at $21.45; 1,352 at $21.46; 1,202 at $21.47; 3,300 at $21.48; 4,400 at $21.49; 3,400 at $21.50; 814 at $21.51; 1,500 at $21.52; 1,486 at $21.53; 800 at $21.54; 900 at $21.55; 800 at $21.56; 389 at $21.57; 400 at $21.58; 712 at $21.59; 100 at $21.61; 300 at $21.66; 600 at $21.68; and 700 at $21.69. The weighted average sales price for these transactions was $21.2970 per share.
(6)	The reported securities are owned directly by Emerson Electric Co.
Remarks: See Exhibit 99.1 - Joint Filer Information

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