Ownership Submission
FORM 5
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
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
RAE LINDA C
 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)
Executive VP & COO
(Last)
(First)
(Middle)

KEITHLEY INSTRUMENTS, INC., 28775 AURORA ROAD		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
09/30/2009
(Street)


SOLON, OH 44139		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 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)
Amount (A) or (D) Price
Common Shares 01/02/2009   J(1) 64 A $ 3.69 7,453 D  
Common Shares 03/31/2009   J(1) 12 A $ 3.3297 7,465 D  
Common Shares 04/01/2009   J(1) 70 A $ 3.39 7,535 D  
Common Shares 06/30/2009   J(1) 395 A $ 3.8 7,930 D  
Common Shares 06/30/2009   J(1) 3 A $ 3.7431 7,933 D  
Common Shares 09/30/2009   J(1) 4 A $ 5.75 7,937 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 2270 (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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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
 
Common Share Option $ 14           01/30/2009(3) 01/30/2017 Common Shares
25,000
  25,000
D
 
Common Share Option $ 9.12           11/09/2009(3) 11/09/2017 Common Shares
19,300
  19,300
D
 
Performance Award Unit $ 0           09/30/2010(5)   (5) Common Shares
9,700 (5)
  9,700 (5)
D
 
Common Stock Option $ 2.99           02/06/2011(3) 02/06/2019 Common Shares
31,000
  31,000
D
 
Restricted Unit Share $ 0             (6)   (6) Common Shares
5,200
  5,200
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RAE LINDA C
KEITHLEY INSTRUMENTS, INC.
28775 AURORA ROAD
SOLON, OH 44139		       Executive VP & COO  

Signatures

Mark J. Plush, Attorney-In Fact 11/12/2009
**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) 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. The number of units initially awarded, the target, is shown above. The actual number of units that will be awarded and converted to shares is based upon: a) the Company's revenue growth as compared to a defined Peer Group and, b) the Company maintaining an acceptable level of profitability during the performance period which ends on the date exercisable (the "vesting date"). Awarded units are automatically converted to shares under the Plan on or before the December 31st following the Vesting Date.
(6) Restricted unit awards will become fully vested on February 6, 2013. Common shares represented by such vested restricted unit awards will be delivered promptly after such vesting date.

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