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)
05/01/2006
(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 05/01/2006   S   45,336 D $ 23.4904 (1) (2) (3) 7,141,375 I Through a subsidiary (4)
Common Stock 05/02/2006   S   56,822 D $ 23.4456 (5) (6) 7,084,553 I Through a subsidiary (4)
Common Stock               1,065,182 D (7)  

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

Signatures

 /s/ Harley M. Smith, Assistant Secretary for Emerson Electric Co.   05/03/2006
**Signature of Reporting Person Date
 /s/ Harley M. Smith, Secretary for Astec America Inc.   05/03/2006
**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 1, 2006, as follows and as described in Footnotes 2 and 3 below: 300 shares at $22.97; 100 at $22.99; 2,700 at $23.00; 100 at $23.01; 800 at $23.02; 2,400 at $23.03; 1,000 at $23.04; 300 at $23.05; 300 at $23.06; 100 at $23.07; 100 at $23.11; 200 at $23.13; 500 at $23.14; 200 at $23.15; 131 at $23.16; 400 at $23.18; 700 at $23.20; 200 at $23.21; 227 at $23.22; 400 at $23.23; 400 at $23.24; 100 at $23.25; 200 at $23.26; 100 at $23.28; 100 at $23.29; 200 at $23.30; 300 at $23.31; 1,100 at $23.32; 200 at $23.33; 377 at $23.34; 100 at $23.36; 400 at $23.37; 800 at $23.38; 1,100 at $23.39; and 1,000 at $23.40.
(2) This footnote sets forth additional detail with respect to the transactions described in Footnote 1, as follows: 500 shares at $23.41; 300 at $23.42; 100 at $23.44; 700 at $23.45; 700 at $23.46; 200 at $23.47; 600 at $23.50; 800 at $23.51; 300 at $23.52; 300 at $23.53; 100 at $23.54; 500 at $23.55; 400 at $23.56; 600 at $23.57; 313 at $23.58; 637 at $23.59; 189 at $23.60; 1,195 at $23.61; 900 at $23.62; 800 at $23.63; 610 at $23.64; 1,092 at $23.65; 1,055 at $23.66; 700 at $23.67; 600 at $23.68; and 400 at $23.69.
(3) This footnote sets forth additional detail with respect to the transactions described in Footnote 1, as follows: 1,495 shares at $23.70; 300 at $23.71; 500 at $23.72; 500 at $23.73; 500 at $23.74; 1,000 at $23.75; 200 at $23.76; 400 at $23.77; 500 at $23.78; 400 at $23.79; 300 at $23.80; 200 at $23.81; 400 at $23.82; 200 at $23.83; 200 at $23.84; 700 at $23.85; 500 at $23.86; 665 at $23.88; 683 at $23.89; 309 at $23.90; 700 at $23.91; 58 at $23.92; 100 at $23.93; 500 at $23.94; 700 at $23.95; 300 at $23.96; 200 at $23.98; 400 at $24.00; 100 at $24.01; and 100 at $24.04. The weighted average sales price for these transactions was $23.4904 per share.
(4) The reported securities are owned directly by Astec America Inc. The Reporting Person is the ultimate parent company of Astec America Inc.
(5) The sales were effected in multiple transactions, at varying prices, on May 2, 2006, as follows and as described in Footnote 6 below: 700 shares at $22.88; 100 at $22.89; 200 at $22.90; 300 at $22.91; 100 at $23.10; 200 at $23.12; 400 at $23.13; 700 at $23.14; 200 at $23.15; 400 at $23.16; 300 at $23.18; 100 at $23.19; 100 at $23.20; 200 at $23.21; 300 at $23.22; 100 at $23.23; 144 at $23.24; 500 at $23.25; 200 at $23.26; 400 at $23.27; 300 at $23.28; 300 at $23.29; 700 at $23.30; 1,400 at $23.31; 1,400 at $23.32; 1,800 at $23.33; 900 at $23.34; 1,500 at $23.35; 900 at $23.36; 500 at $23.37; 700 at $23.38; 800 at $23.39; and 1,200 at $23.40.
(6) This footnote sets forth additional detail with respect to the transactions described in Footnote 5, as follows: 1,619 shares at $23.41; 2,400 at $23.42; 2,302 at $23.43; 6,079 at $23.44; 1,100 at $23.45; 300 at $23.46; 1,547 at $23.47; 2,700 at $23.48; 1,500 at $23.49; 2,600 at $23.50; 300 at $23.51; 143 at $23.52; 200 at $23.53; 200 at $23.54; 400 at $23.55; 700 at $23.56; 600 at $23.57; 1,500 at $23.58; 1,000 at $23.59; 1,510 at $23.60; 1,804 at $23.61; 786 at $23.62; 1,247 at $23.63; 800 at $23.64; 268 at $23.65; 700 at $23.66; 673 at $23.67; 1,300 at $23.68; 1,700 at $23.69; 400 at $23.70; 369 at $23.71; and 31 at $23.72. The weighted average sales price for these transactions was $23.4456 per share.
(7) The reported securities are owned directly by Emerson Electric Co.
 
Remarks:
See Exhibit 99.1 - Joint Filer Information

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