Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
ETSLER PHILIP
   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
(Last)
(First)
(Middle)
KEITHLEY INSTRUMENTS, INC., 28775 AURORA ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
01/03/2005
(Street)

SOLON, OH 44139		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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  

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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 Underlying Securities
(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 of Derivative Security: 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  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ETSLER PHILIP
KEITHLEY INSTRUMENTS, INC.
28775 AURORA ROAD
SOLON, OH 44139		       VP Human Resources  

Signatures

 Mark J. Plush, Attorney-in Fact   01/04/2005
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.

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