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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(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)
07/05/2006
(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)
Code V Amount (A) or (D) Price
Common Stock 07/05/2006   S   25,000 D $ 19.6942 (1) (2) 5,372,405 I Through a subsidiary (3)
Common Stock 07/06/2006   S   25,000 D $ 19.7316 (4) (5) 5,347,405 I Through a subsidiary (3)
Common Stock               1,065,182 D (6)  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

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    
ASTEC AMERICA INC
5810 VAN ALLEN WAY
CARLSBAD, CA 92008		     X    

Signatures

 /s/ Timothy G. Westman, Assistant Secretary for Emerson Electric Co.   07/07/2006
**Signature of Reporting Person Date
 /s/ Timothy G. Westman, Secretary for Astec America Inc.   07/07/2006
**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 July 5, 2006, as follows and as described in Footnote 2 below: 100 shares at $19.44; 100 at $19.47; 550 at $19.49; 250 at $19.50; 1,260 at $19.51; 200 at $19.52; 590 at $19.53; 300 at $19.54; 224 at $19.55; 100 at $19.56; 200 at $19.57; 400 at $19.58; 500 at $19.60; 595 at $19.61; 100 at $19.62; 800 at $19.63; 1,000 at $19.64; 1,600 at $19.65; 700 at $19.66; 400 at $19.67; 900 at $19.68; 1,173 at $19.69; and 300 at $19.70.
(2) This footnote sets forth additional detail with respect to the transactions described in Footnote 1, as follows: 1,600 shares at $19.71; 400 at $19.72; 1,660 at $19.73; 598 at $19.74; 200 at $19.75; 300 at $19.76; 500 at $19.77; 800 at $19.78; 600 at $19.79; 800 at $19.80; 500 at $19.81; 300 at $19.82; 3,700 at $19.821; 400 at $19.83; and 300 at $19.84. The weighted average sales price for these transactions was $19.6942 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. Astec America Inc. is no longer subject to Section 16 reporting requirements based on its ownership of this Issuer's shares. However, Emerson Electric Co. remains subject to Section 16.
(4) The sales were effected in multiple transactions, at varying prices, on July 6, 2006, as follows and as described in Footnote 5 below: 700 shares at $19.56; 200 at $19.57; 100 at $19.58; 400 at $19.60; 400 at $19.61; 87 at $19.62; 720 at $19.63; 1,592 at $19.64; 1,160 at $19.65; 100 at $19.66; 1,287 at $19.67; 953 at $19.68; 500 at $19.69; 700 at $19.70; 900 at $19.71; 1,030 at $19.72; 1,400 at $19.73; 500 at $19.74; and 1,200 at $19.75.
(5) This footnote sets forth additional detail with respect to the transactions described in Footnote 4, as follows: 2,024 shares at $19.76; 1,679 at $19.77; 1,521 at $19.78; 1,200 at $19.79; 1,300 at $19.80; 1,500 at $19.81; 500 at $19.82; 200 at $19.83; 300 at $19.84; 200 at $19.93; 147 at $19.95; 100 at $19.96; 100 at $19.99; 100 at $20.02; 100 at $20.03; and 100 at $20.04. The weighted average sales price for these transactions was $19.7316 per share.
(6) The reported securities are owned directly by Emerson Electric Co.
 
Remarks:
See Exhibit 99.1 - Joint Filer Information

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.