UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549


SCHEDULE 13G

(Under the Securities Exchange Act of 1934)
(Amendment No. 1)*

KEITHLEY INSTRUMENTS, INC.
- ------------------------------------------------------
(Name of Issuer)

COMMON STOCK
- ---------------------------------
(Title of Class of Securities)

487584104
- -----------------------
(Cusip Number)

August 31, 2006
_______________________________
(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant
to which this schedule is filed:

[X]  Rule 13d-1    (b)
[ ]  Rule 13d-1    (c)
[ ]  Rule 13d-1    (d)

*The remainder of this cover page shall be filled out for a
reporting person's initial filing of this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in
a prior cover page.

The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act, but shall be subject to all
other provisions of the Act (however, see the Notes.)

[Continued on the following page(s)]
Page 1 of 4 Pages

CUSIP No  487584104		   Page 2 of 4 Pages
- ----------------------------------------------------------------
1.	Name of reporting person
 	S.S. or I.R.S. identification no. of above person

	Babson Capital Management LLC
	51-0504477
- ----------------------------------------------------------------

2.	Check the appropriate box if a member of a group
	(a)(   )
	(b)( X )
- ----------------------------------------------------------------
3.	SEC use only
- ----------------------------------------------------------------
4.	Citizenship or place of organization
	Delaware
- ----------------------------------------------------------------
                      		5.	Sole Voting Power

						       0
	Number of	         		-----------------------------
	shares	            6.	Shared Voting Power
	beneficially
	owned by				       0
	each		      	       -----------------------------
	Reporting            	7.	Sole Dispositive Power
	person
	with		                         0
					       -----------------------------
8.	Shared Dispositive Power
				0
      ---------------------------------------------------------------
9.	Aggregate amount beneficially owned by each reporting person

 		0
	---------------------------------------------------------------
10.	Check if the aggregate amount in row (9) excludes certain shares*

      ----------------------------------------------------------------
11.	Percent of class represented by amount in row 9
	       0%
      ----------------------------------------------------------------
12.	Type of Reporting person
	IA

Page 3 of 4 Pages 			Cusip #: 487584104



SCHEDULE 13G

ITEM 1(A):  NAME OF ISSUER:

KEITHLEY INSTRUMENTS INC.

1(B):  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

	28775 Aurora Road
	Solon, Ohio  44139

ITEM 2(A):  NAME OF PERSON FILING:

	Babson Capital Management LLC (Babson Capital)




ITEM 2(B):  ADDRESS OF PRINCIPAL BUSINESS OFFICE:

	470 Atlantic Avenue
      Boston, MA   02210-2208

ITEM 2(C):  CITIZENSHIP:

	See Item 4 of Cover Page

ITEM 2(D):  TITLE OF CLASS OF SECURITIES:

	See Cover Page

ITEM 2(E):  CUSIP NUMBER:

	See Cover Page

ITEM 3:  TYPE OF REPORTING PERSON:

If this statement is filed pursuant to Sections 240.13d-1 (b)
or 240.13d-2 (b) or (c), check whether the filing person is a:

(e)  [x]  An investment adviser in accordance with
          Section 240.13d-1 (b) (1) (ii) (E)

ITEM 4:  OWNERSHIP:

(a)AMOUNT BENEFICIALLY OWNED: Babson Capital, in its capacity as
 investment adviser, may be deemed the beneficial owner of 0
 shares of common stock of the Issuer.


(b)	PERCENT OF CLASS:  0%

(c)	For information on voting and dispositive power with respect to the
above listed shares, see Items 5 - 8 of Cover Page.

Page 4 of 4 Pages				Cusip #: 487584104


ITEM 5:  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five per cent of the class of securities check
the following: [x]

ITEM 6:  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

Not Applicable







ITEM 7: IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
	ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
	COMPANY:

Not Applicable



ITEM 8:  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable


ITEM 9:  NOTICE OF DISSOLUTION OF GROUP:

		Not Applicable

ITEM 10:  CERTIFICATION:

By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purpose or
effect.

SIGNATURE:

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.

 	Date: September 14, 2006




Signature:  // Robert J. Guerin //
		Name/Title:  ROBERT J. GUERIN
				 Senior Compliance Officer

















September 14, 2006

Securities and Exchange Commission
Operations Center
Attn:  Stop 0-7
6432 General Green Way
Alexandria, VA 22312-2413




Re:	SCHEDULE 13G RELATING TO COMMON STOCK OF KEITHLEY INSTRUMENTS
      FOR THE MONTH ENDING AUGUST 31, 2006



Dear Sir or Madam:

Babson Capital Management LLC is filing today an amendment to
Schedule 13G through the EDGAR system as required by Section
240.13d-1(b) to reflect a change in beneficial ownership of
the outstanding stock of the above-mentioned issuer.

Please note that the shares which were previously held were owned
by various investment advisory clients of Babson Capital, which may
have been deemed a beneficial owner of the shares only by virtue
of the direct or indirect investment discretion it possessed pursuant
to the provisions of investment advisory agreements with such clients.

A copy of the Schedule 13G is being sent to the issuer as required by
Rule 13d-7.

Comments or questions concerning the above may be directed to the
undersigned at (617) 761-3779.


Sincerely,



// Robert J. Guerin //
   ROBERT J. GUERIN
   Senior Compliance Officer