8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of report (Date of earliest event reported) September 2, 2004

KEITHLEY INSTRUMENTS, INC.

(Exact Name of registrant as Specified in Charter)

Ohio	1-9965	34-0794417
(State or other jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

28775 Aurora Road, Solon, Ohio 44139
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (440) 248-0400

N/A
(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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EX-99.1 PRESS RELEASE

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     (d) On September 2, 2004, the Company’s Board of Directors elected Barbara V. Scherer to fill a vacancy on its Board of Directors. Ms. Scherer has been named a member of the Audit Committee, the Compensation and Human Resources Committee and the Strategy Committee of the Board of Directors.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits.

            99.1 Press Release Dated September 3, 2004

SIGNATURES

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.

	KEITHLEY INSTRUMENTS, INC. (Registrant)
Date: September 8, 2004	/s/ Mark J. Plush
	Mark J. Plush
	Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1	CONTACT:	Mark J. Plush
		Vice President and Chief Financial Officer
		440-498-2618

[KEITHLEY LOGO]	Keithley Instruments, Inc.
	28775 Aurora Road
	Cleveland, Ohio 44139-1891
	440-248-0400 • Fax: 440-248-6168
	http://www.keithley.com

FOR IMMEDIATE RELEASE

BARBARA V. SCHERER JOINS KEITHLEY’S BOARD OF DIRECTORS

Cleveland, Ohio — September 3, 2004 — Keithley Instruments, Inc. (NYSE:KEI), a leader in solutions for emerging measurement needs, today announced that Barbara V. Scherer has been appointed to the Company’s Board of Directors. Ms. Scherer brings over twenty years of broad business experience, including more than seventeen years in the electronics industry. She fills a vacant seat on Keithley’s Board and will stand for election at the Company’s next annual meeting scheduled for February 12, 2005.

“We are exceptionally pleased that Barbara Scherer has joined our Board of Directors,” stated Joseph P. Keithley, Chairman, President and Chief Executive Officer of Keithley. “Her experience in the electronics industry, particularly with wireless communications, will provide an excellent resource for the Company. Her functional experience as Chief Financial Officer of a high technology public company and her proven business skills will further enhance the value of Keithley’s Board of Directors.”

Ms. Scherer, 48, is Senior Vice President, Finance & Administration and Chief Financial Officer of Plantronics, Inc. (NYSE:PLT). Plantronics introduced the first lightweight communications headset in 1962 and is recognized as the world leader in communications headsets. A publicly held company with approximately 4,000 employees, Plantronics is the leading provider of headsets to telephone companies and the business community worldwide. As CFO, Ms. Scherer is responsible for finance, tax and customs, investor relations, information technology, legal, human resources and facilities for the Company. During her tenure with Plantronics, the Company has grown approximately 115 percent by developing wireless headsets for office and consumer applications, branching into mobile and computer headset markets, expanding retail and other channels of distribution, as well as some growth through acquisitions. Prior to joining Plantronics in 1997, Ms. Scherer held various executive management positions spanning eleven years in the disk drive industry, was a consultant with The Boston Consulting Group and was a member of the corporate finance team at ARCO.

Ms. Scherer received B.A. degrees from the University of California in Santa Barbara, and her M.B.A. from the School of Management at Yale University.

About Keithley Instruments. With more than 50 years of measurement expertise, Keithley Instruments has become a world leader in advanced electrical test instruments and systems from DC to RF (radio frequency) geared to the specialized needs of electronics manufacturers for high performance production testing, process monitoring, product development, and research. By building upon our strength in electrical measurement solutions for research, Keithley has become a production test technology leader for the semiconductor, wireless, optoelectronics, and other precision electronics segments of the worldwide electronics industry. The value we provide to our customers is a combination of precision measurement technology and a rich understanding of their applications to improve the quality, throughput, and yield of their products.

# # #