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
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.