SEC FORM 4

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^*

KEITHLEY JOSEPH P

(Last)

(First)

(Middle)

KEITHLEY INSTRUMENTS, INC.

28775 AURORA ROAD

(Street)

SOLON

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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Director, Chairman, CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2005

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Shares								1,954,816	I	Partnership⁽¹⁾
Class B Common Shares								46,062	I	Trust⁽²⁾
Class B Common Shares								130,000	D
Common Shares								42,262	D
Restricted Common Shares⁽³⁾								8,176	D
Common Shares								2,448	I	Wife

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Share Option	$5.7188							09/20/2001	09/19/2007	Common Shares	30,000		30,000	D
Common Share Option	$4.9375							12/06/2001	12/05/2007	Common Shares	6,500		6,500	D
Common Share Option	$45.125							08/02/2002	08/01/2010	Common Shares	120,000		120,000	D
Common Share Option	$18.41							07/25/2003⁽⁴⁾	07/24/2011	Common Shares	100,000		100,000	D
Common Share Option	$13.76							07/24/2004⁽⁴⁾	07/23/2012	Common Shares	100,000		100,000	D
Common Share Option	$16.12							08/10/2005	07/18/2013	Common Shares	100,000		100,000	D
Common Share Option	$18.75							02/15/2005	07/16/2014	Common Shares	70,000		70,000	D
Common Share Option	$15.05	10/03/2005		A		55,000		10/04/2007⁽⁵⁾	10/03/2015	Common Shares	55,000	$0.00	55,000	D
Performance Award Unit	$0.00	10/03/2005		A		28,500⁽⁶⁾		09/30/2008	02/01/2012	Common Shares	28,500⁽⁶⁾	$0.00	28,500⁽⁶⁾	D

Explanation of Responses:

1. Keithley Investment Co. Limited Partnership

2. Joseph F. Keithley 1988 Family Trust - reporting person is Trustee

3. Restricted shares will become fully vested on December 1, 2010

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

5. Date applies to 50% of total, remaining balance is exercisable the following year on anniversary date

6. Each Performance Award Unit represents the right to receive one common share at the end of the applicable performance period. The number of units actually earned is subject to adjustment based upon the Company's revenue growth versus that of a defined Peer Group, as well as the Company maintaining an acceptable level of profitability. Minimum number of units is 0 while the maximum number of units is two times the target number shown.

Remarks:

	Mark J. Plush, Attorney-in Fact	10/05/2005
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.