MKS Instruments, Inc. (Form: 8-K)  






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   October 31, 2006

MKS Instruments, Inc.
(Exact name of registrant as specified in its charter)

Massachusetts 000-23621 04-2277512
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) Identification No.)
90 Industrial Way, Wilmington, Massachusetts   01887
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:   978-284-4000

Not Applicable
Former name or former address, if changed since last report


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01 Entry into a Material Definitive Agreement.

On October 25, 2006, the Registrant amended the compensation for the Registrant's Non-Employee Director, effective as of January 1, 2007. A summary of the 2007 compensation is attached to the Current Report on Form 8-K as Exhibit 99.1.

On October 25, 2006, the Registrant amended Leo Berlinghieri's compensation, effective as of January 1, 2007. Mr. Berlinghieri's annual salary was increased to $485,000, additionally his percentage target bonus under the MKS Management Incentive Bonus Plan was increased from 75% to 100%.

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    MKS Instruments, Inc.
October 31, 2006   By:   Ronald C. Weigner
        Name: Ronald C. Weigner
        Title: VP & CFO

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Exhibit Index

Exhibit No.   Description

  Summary of Compensatory Arrangements with Non-Empoyee Directors