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

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * GAFFNEY ALAN S   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 Comm Mkt & Info Sys (Last) (First) (Middle) KEITHLEY INSTRUMENTS, INC., 28775 AURORA ROAD 3. Date of Earliest Transaction (Month/Day/Year) 01/30/2007 (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 12/29/2006   J(1)   5 A $ 13.3599 1,745 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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

$ 4.125

07/17/2001

07/16/2009

Common Shares

2,000

2,000

D

Common Share Option

$ 19.9688

04/06/2002

04/05/2010

Common Shares

6,000

6,000

D

Common Share Option

$ 45.125

08/02/2002

08/01/2010

Common Shares

8,000

8,000

D

Common Share Option

$ 18.41

07/25/2003(2)

07/24/2011

Common Shares

15,000

15,000

D

Common Share Option

$ 13.76

07/24/2004(2)

07/23/2012

Common Shares

25,000

25,000

D

Common Share Option

$ 16.12

08/10/2005(3)

07/18/2013

Common Shares

28,000

28,000

D

Common Share Option

$ 18.75

02/15/2005(4)

07/16/2014

Common Shares

24,000

24,000

D

Common Share Option

$ 15.05

10/04/2007(2)

10/03/2015

Common Shares

6,000

6,000

D

Performance Award Unit

$ 0

09/30/2008

02/01/2012

Common Shares

4,600 (5)

4,600 (5)

D

Common Share Option

$ 14

01/30/2007

A

6,000

01/30/2009(2)

01/30/2017

Common Shares

6,000

$ 0

6,000

D

Performance Award Unit

$ 0

01/30/2007

A

4,600 (5)

09/30/2009

02/01/2012

Common Shares

4,600 (5)

$ 0

4,600 (5)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GAFFNEY ALAN S KEITHLEY INSTRUMENTS, INC. 28775 AURORA ROAD SOLON, OH 44139			VP Comm Mkt & Info Sys

Signatures

Mark J. Plush, Attorney-in Fact		02/01/2007
**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)	Date reported applies to 50% of total, one-half of the balance is then exercisable in each succeeding year
(3)	Option became fully vested on August 10, 2005
(4)	Option became fully vested on February 15, 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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.