Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

(a) On November 19, 2008, Key Technology, Inc. (the "Company") amended its Code of Business Conduct and Ethics (the "Code"). The amendment changes the "conflict of interest" section of the Code to adopt a specific process pursuant to which conflict of interest matters are to be handled, to designate the appropriate Company officer to whom matters should be brought, and to specify the committee of the Board of Directors that shall handle such matters.

The text of the Code is attached as Exhibit 14.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

The following exhibit is furnished with this Current Report on Form 8-K:

Exhibit No. Description

14.1 Registrant's Code of Business Conduct and Ethics, as amended and adopted by the Board of Directors on November 19, 2008

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