Sec Form 4 Filing - PANDRAUD JEAN MARC @ ENTEGRIS INC - 2008-07-07

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 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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1. Name and Address of Reporting Person PANDRAUD JEAN MARC 2. Issuer Name and Ticker or Trading Symbol ENTEGRIS INC [ ENTG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former employee of Issuer (Last) (First) (Middle) 100 WALTHAM STREET 3. Date of Earliest Transaction (MM/DD/YY) 07/07/2008 (Street) LEXINGTON, MA02421 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/07/2008 D 44,600 D $ 6.43 ( 1 ) 195,709 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Employee Stock Option (right to buy) $ 7.07 07/07/2008 D 84,000 ( 2 ) 02/21/2015 Common Stock 84,000 $ 6.43 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PANDRAUD JEAN MARC 100 WALTHAM STREET LEXINGTON, MA02421 Former employee of Issuer Signatures Peter W. Walcott, Attorney-in-Fact for Jean-Marc Pandraud 08/01/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares of restricted stock were cancelled by mutual agreement of the Reporting Person and the Issuer. The Reporting Person received the contract right to receive a cash payment equal to the higher of $6.43/share or the closing price of Entegris, Inc. Common Stock on July 7, 2010. The cash payment is conditioned upon the satisfaction of certain conditions by the Reporting Person and is payable on July 7, 2010. ( 2 )This option was to vest in three annual installments beginning on February 21, 2009. ( 3 )These options were cancelled by mutual agreement of the Reporting Person and the Issuer. The Reporting Person received the contract right to receive a cash payment equivalent to 28,000 shares of Entegris, Inc. Common Stock multiplied times the higher of the closing price of Entegris Stock on July 7, 2008 ($6.43) or the closing price on July 7, 2010, payable, subject to the satisfaction of certain conditions, on July 10, 2010.

Remarks: Remark: The Reporting Person retired from the position of Executive Vice President and Chief Operating Officer of the Issuer on July 7, 2008.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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