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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
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                                 SCHEDULE 13E-4
 
                         ISSUER TENDER OFFER STATEMENT
     (PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)

                              (AMENDMENT NO. 2)
                               (Final Amendment)

                          KEITHLEY INSTRUMENTS, INC.
                               (NAME OF ISSUER)
 
                           KEITHLEY INSTRUMENTS, INC.
                       (NAME OF PERSON FILING STATEMENT)
 
                        COMMON SHARES, WITHOUT PAR VALUE
                         (TITLE OF CLASS OF SECURITIES)
 
                                   487584104
                     (CUSIP NUMBER OF CLASS OF SECURITIES)
 
                               JOSEPH P. KEITHLEY
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           KEITHLEY INSTRUMENTS, INC.
                      28775 AURORA ROAD, SOLON, OHIO 44139
                                 (440) 248-0400
  (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
        AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
 
                                WITH A COPY TO:
 
                                JOHN M. GHERLEIN
                             BAKER & HOSTETLER LLP
                           3200 NATIONAL CITY CENTER
                              1900 EAST 9TH STREET
                           CLEVELAND, OHIO 44114-3485
                                 (216) 621-0200
 
                               NOVEMBER 11, 1998
     (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
 
 

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      This Amendment No. 2 (this "Amendment") to Issuer Tender Offer Statement
on Schedule 13E-4 (the "Schedule") relates to the offer by Keithley Instruments,
Inc., an Ohio corporation (the "Company"), to purchase up to 2,000,000 (or such
lesser number as are properly tendered) of its common shares, without par value
(the "Shares"), at prices not greater than $7.00 per Share and not less than
$5.75 per Share, net to the seller in cash, without interest thereon, as
specified by the shareholders tendering their Shares, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated November 11, 1998
(the "Offer to Purchase"), and in the related Letter of Transmittal (the Offer
to Purchase and the Letter of Transmittal, collectively, as amended or
supplemented from time to time, the "Offer"), and is intended to satisfy the
reporting requirements of Section 13(e) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). This Amendment constitutes the final amendment
to the Schedule in accordance with Rule 13e-4(c)(3) under the Exchange Act and
General Instruction D to Schedule 13E-4.

ITEM 4.  INTEREST IN SECURITIES OF THE ISSUER.
       See Item 8.

ITEM 8   ADDITIONAL INFORMATION.
       Items 4 and 8(e) of the Schedule are hereby amended and supplemented to
add the following information:

       The Offer expired at 12:00 Midnight, New York City time, on Thursday,
December 10, 1998. A total of 405,747 Shares were properly tendered pursuant to
the Offer at or below $7.00 per Share. In accordance with the terms of the
Offer, the Company accepted for purchase all of these Shares at a purchase price
of $7.00 per Share. The 405,747 Shares purchased pursuant to the Offer 
represented approximately 8 percent of the Shares (approximately 5 percent of
the Shares and the Company's Class B Common Shares, without par value, combined)
outstanding as of December 17, 1998.

       On December 11, 1998, the Company issued a press release announcing the
preliminary results of the Offer and on December 16, 1998, the Company issued a
press release announcing the final results of the Offer. Copies of the press
releases issued by the Company on December 11, 1998 and December 16, 1998 are
attached hereto as Exhibits (a)(12) and (a)(13), respectively, and are
incorporated herein by reference.
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ITEM 9.  MATERIAL TO BE FILED AS EXHIBITS.
          Item 9 of the Schedule is hereby amended and supplemented to add
          Exhibits (a)(12) and (a)(13). 

           
      (a)(1)  Offer to Purchase*
      (a)(2)  Letter of Transmittal*
      (a)(3)  Notice of Guaranteed Delivery*
      (a)(4)  Letter to Brokers, Dealers, Commercial Banks, Trust
              Companies and Other Nominees*
      (a)(5)  Letter to Clients for use by Brokers, Dealers, Commercial
              Banks, Trust Companies and Other Nominees*
      (a)(6)  Letter to Participants in the Keithley Instruments, Inc.
              1993 Employee Stock Purchase Plan*
      (a)(7)  Letter to Shareholders from Joseph P. Keithley, President
              and Chief Executive Officer of the Company, dated as of
              November 11, 1998.*
      (a)(8)  Guidelines for Certification of Taxpayer Identification
              Number on Substitute Form W-9.*
      (a)(9)  Summary Advertisement dated as of November 12, 1998.*
     (a)(10)  Press Release dated as of November 11, 1998.*
     (a)(11)  Letter to Participants in the Keithley Instruments, Inc.
              Dividend Reinvestment Plan.*
     (a)(12)  Press Release dated December 11, 1998.
     (a)(13)  Press Release dated December 16, 1998.
      (b)(1)  Credit Agreement dated as of May 31, 1994, by and among the
              Company and certain borrowing subsidiaries, and the banks
              named therein and NBD Bank, as agent.**
      (b)(2)  First Amendment dated as of March 28, 1997, to the Credit
              Agreement dated as of May 31, 1994.***
         (c)  Not applicable
         (d)  Not applicable
         (e)  Not applicable
         (f)  Not applicable

 * Previously filed
  
** Incorporated by reference herein from Exhibit 10(u) of the Company's
   Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1994
   (File No. 1-9965)
 
***Incorporated by reference herein from Exhibit 10(y) of the Company's
   Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1997
   (File No. 1-9965)


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                                   SIGNATURE
 
     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 2 is true, complete and 
correct.
 
Dated as of: December 17, 1998            KEITHLEY INSTRUMENTS, INC.
 
                                          By: /s/ Joseph P. Keithley
                                          --------------------------------------
                                          Name: Joseph P. Keithley
                                          Title: President and Chief Executive
                                          Officer