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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(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)
08/30/2006
(Street)

ST LOUIS, MO 63136		 4. If Amendment, Date 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
(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)
Code V Amount (A) or (D) Price
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  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
EMERSON ELECTRIC CO
8000 W. FLORISSANT AVE.
ST LOUIS, MO 63136		     X    

Signatures

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

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