Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Chipchase Stephen Arthur
 2. Date of Event Requiring Statement (Month/Day/Year)
12/08/2005		 3. Issuer Name and Ticker or Trading Symbol
KEITHLEY INSTRUMENTS INC [KEI]
(Last)
(First)
(Middle)
28775 AURORA RD		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President, Operations
 5. If Amendment, Date Original Filed(Month/Day/Year)
12/16/2005
(Street)

SOLON, OH 44139		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Option 08/02/2002(1) 08/01/2010 Common Shares 4,000 $ 45.125 D  
Common Stock Option 07/25/2003(2) 07/24/2011 Common Shares 5,000 $ 18.41 D  
Common Stock Option 07/24/2004(1) 07/23/2012 Common Shares 6,500 $ 13.76 D  
Common Stock Option 07/19/2005(3) 07/18/2013 Common Shares 12,000 $ 16.12 D  
Common Stock Option 02/15/2005 07/16/2014 Common Shares 20,000 $ 18.75 D  
Common Stock Option 10/04/2007(1) 10/03/2015 Common Shares 6,000 $ 15.05 D  
Performance Award Unit 09/30/2008 02/01/2012 Common Shares 4,600 (4) $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chipchase Stephen Arthur
28775 AURORA RD
SOLON, OH 44139		       Vice President, Operations  

Signatures

Mark J. Plush, Attorney-in Fact 12/16/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Date reported applies to 50% of total, one-half of the balance is then exercisable in each succeeding year
(2) Option became fully vested on February 15, 2005
(3) Option became fully vested on August 10, 2005
(4) 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.

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