SEC FORM 4

SEC Form 4

FORM 4

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

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).

1. Name and Address of Reporting Person^*

KEITHLEY JOSEPH P

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Director, Chairman, CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2004

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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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	02/03/2004		M		12,700	A	$2.5313	68,326	D
Common Shares	02/03/2004		S		100	D	$24.84	68,226	D
Common Shares	02/03/2004		S		300	D	$24.85	67,926	D
Common Shares	02/03/2004		S		200	D	$24.87	67,726	D
Common Shares	02/03/2004		S		200	D	$24.88	67,526	D
Common Shares	02/03/2004		S		1,900	D	$24.89	65,626	D
Common Shares	02/03/2004		S		10,000	D	$24.9	55,626⁽³⁾	D
Restricted Common Shares⁽⁴⁾								9,812	D
Common Shares								2,448	I	Wife

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)	Code	V	(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	$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	$2.5313	02/03/2004		M			12,700	09/12/2001⁽⁵⁾	09/11/2008	Common Shares	50,000	$0	37,300	D
Common Share Option	$4.125							07/17/2001⁽⁶⁾	07/16/2009	Common Shares	144,000		144,000	D
Common Share Option	$45.125							08/02/2002⁽⁶⁾	08/01/2010	Common Shares	120,000		120,000	D
Common Share Option	$18.41							07/25/2003⁽⁶⁾	07/24/2011	Common Shares	100,000		100,000	D
Common Share Option	$13.76							07/24/2004⁽⁶⁾	07/23/2012	Common Shares	100,000		100,000	D
Common Share Option	$16.12							07/19/2005⁽⁶⁾	07/18/2013	Common Shares	100,000		100,000	D

Explanation of Responses:

1. Keithley Investment Co. Limited Partnership

2. Joseph F. Keithley 1988 Family Trust - reporting person is Trustee

3. Includes 22,892 shares for which restrictions lapsed on December 1, 2003, which were previously reported as restricted shares.

4. Restricted shares will become fully vested on December 1, 2010

5. Date applies to 50% of total, remaining balance is exercisable the following year on anniversary date

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

Remarks:

	Mark J. Plush, Attorney-in Fact	02/05/2004
	** 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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