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 *
KEITHLEY JOSEPH P
   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
(Last)
(First)
(Middle)
KEITHLEY INSTRUMENTS, INC., 28775 AURORA ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
01/05/2005
(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
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 11/12/2004   G V 5,000 D $ 0 52,262 D  
Common Shares 11/18/2004   G V 10,000 D $ 0 42,262 (3) D  
Restricted Common Shares (4)               8,176 D  
Common Shares               2,448 I Wife

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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             09/20/2001 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(5) 07/24/2011 Common Shares 100,000   100,000 D  
Common Share Option $ 13.76             07/24/2004(5) 07/23/2012 Common Shares 100,000   100,000 D  
Common Share Option $ 16.12             07/19/2005(5) 07/18/2013 Common Shares 100,000   100,000 D  
Common Share Option $ 18.75             07/17/2006(5) 07/16/2014 Common Shares 70,000   70,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KEITHLEY JOSEPH P
KEITHLEY INSTRUMENTS, INC.
28775 AURORA ROAD
SOLON, OH 44139		   X   X   Director, Chairman, CEO  

Signatures

 Mark J. Plush, Attorney-in Fact   01/05/2005
**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) Keithley Investment Co. Limited Partnership
(2) Joseph F. Keithley 1988 Family Trust - reporting person is Trustee
(3) Includes 1,636 shares for which restrictions lapsed on December 1, 2004, which were previously reported as restricted shares.
(4) Restricted shares will become fully vested on December 1, 2010
(5) Date reported applies to 50% of total, one-half of the balance is then exercisable in each succeeding year.

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