SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL 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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

RAE LINDA C

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP, General Manager

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
09/30/2007

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	03/30/2007		J⁽¹⁾	2	A	$15.1899	939	D
Common Shares	06/29/2007		J⁽¹⁾	3	A	$12.6769	942	D
Common Shares	06/29/2007		J⁽¹⁾	50	A	$11.9225	992	D
Common Shares	09/28/2007		J⁽¹⁾	4	A	$10.5994	996	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)
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)	(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	$2.5313						09/12/2000	09/11/2008	Common Shares	1,500		1,500	D
Common Share Option	$4.125						07/17/2001	07/16/2009	Common Shares	5,000		5,000	D
Common Share Option	$45.125						08/02/2002	08/01/2010	Common Shares	12,000		12,000	D
Common Share Option	$18.41						07/25/2003⁽²⁾	07/24/2011	Common Shares	25,000		25,000	D
Common Share Option	$13.76						07/24/2004⁽³⁾	07/23/2012	Common Shares	30,000		30,000	D
Common Share Option	$16.12						08/10/2005⁽⁴⁾	07/18/2013	Common Shares	50,000		50,000	D
Common Share Option	$18.75						02/15/2005⁽²⁾	07/16/2014	Common Shares	41,000		41,000	D
Common Share Option	$15.05						10/04/2007⁽³⁾	10/03/2015	Common Shares	25,000		25,000	D
Performance Award Unit	$0.00						09/30/2008	02/01/2012	Common Shares	12,600⁽⁵⁾		12,600⁽⁵⁾	D
Common Share Option	$14						01/30/2009⁽³⁾	01/30/2017	Common Shares	25,000		25,000	D
Performance Award Unit	$0.00						09/30/2009	02/01/2012	Common Shares	12,600⁽⁵⁾		12,600⁽⁵⁾	D

Explanation of Responses:

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

2. Option became fully vested on February 15, 2005

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

4. Option became fully vested on August 10, 2005

5. 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	10/26/2007
	** 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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