SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ETSLER PHILIP (Last) (First) (Middle) KEITHLEY INSTRUMENTS, INC. 28775 AURORA ROAD (Street) SOLON OH 44139 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol KEITHLEY INSTRUMENTS INC [ KEI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP Human Resources
	3. Date of Earliest Transaction (Month/Day/Year) 01/03/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 Shares	09/30/2004		J(1)		104	A	$17.6	40,242	D
Common Shares	12/31/2004		J(1)		93	A	$19.67	40,335	D
Common Shares	01/03/2005		S		7,000(2)	D	$19.1677	33,335(3)	D
Restricted Common Shares(4)								8,422	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Common Share Option	$5.7188							09/20/1999	09/19/2007	Common Shares	7,000		7,000	D
Common Share Option	$2.5313							09/12/2000	09/11/2008	Common Shares	12,000		12,000	D
Common Share Option	$4.125							07/17/2001	07/16/2009	Common Shares	27,000		27,000	D
Common Share Option	$45.125							08/02/2002	08/01/2010	Common Shares	24,000		24,000	D
Common Share Option	$18.41							07/25/2003(5)	07/24/2011	Common Shares	22,000		22,000	D
Common Share Option	$13.76							07/24/2004(5)	07/23/2012	Common Shares	22,000		22,000	D
Common Share Option	$16.12							07/19/2005(5)	07/18/2013	Common Shares	24,000		24,000	D
Common Share Option	$18.75							07/17/2006(5)	07/16/2014	Common Shares	21,000		21,000	D

Explanation of Responses:

1. Acquired through Employee Stock Purchase and Dividend Reinvestment Plan.

2. Reported transaction was made pursuant to a 10b-5-1 Plan.

3. Includes 15,640 shares for which restrictions lapsed on January 1, 2005 which were previously reported as restricted shares

4. Restricted Shares will become fully vested on January 1, 2012

5. Date reported applies to 50% of total, one-half of the balance is then exercisable in each succeeding year.

Remarks:

	Mark J. Plush, Attorney-in Fact	01/04/2005
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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