Summary of KEITHLEY INSTRUMENTS INC

Item 2.05 Costs Associated with Exit or Disposal Activities.

On February 25, 2009 Keithley Instruments, Inc. issued a press release reporting the discontinuance of its S600 Series parametric test product line. The Company will continue to accept orders for S600 Series testers until February 2010 and will continue to provide technical support, calibration, and repair services for five years through February 2014. The estimated cost of this action is expected to be between $5 and $6 million on a pre-tax basis, which includes approximately $1.2 million for a six percent worldwide reduction in force and approximately $4 to $5 million for non-cash asset impairment charges. It is expected that the majority of the charges will be recorded in the second quarter ending March 31, 2009. The majority of the cash expenditures are estimated to be paid within one year by the Company. The Company's press release is filed with this Report as Exhibit 99.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995

Certain of the statements in this Current Report on Form 8-K that are not historical facts, including those relating to cost reduction measures and cost savings, are "forward-looking statements," as defined in the Private Securities Litigation Reform Act of 1995, that involve a number of risks and uncertainties. Actual results may differ materially from the results stated or implied in the forward-looking statements as a result of a number of factors that include, but are not limited to: the Company's ability to implement and realize the benefits of planned cost savings initiatives and its ability to do so without adversely affecting the Company's product development program; worldwide economic conditions; uncertainties in the credit and capital markets; business conditions in the semiconductor, wireless, precision electronics and other segments of the worldwide electronics industry; timing of recognizing shipments to revenue; the Company's ability to develop new products in a timely fashion and gain market acceptance of those products to remain competitive and gain market share; competitive factors, including pricing pressures, loss of key employees, technological developments and new products offered by competitors; the impact on the Company's shareholders' equity as a result of discontinuing a product line and cost reduction actions, including potential changes in pension plan assumptions; and the ability of the Company to regain compliance with NYSE continued listing standards. Further information on factors that could cause actual results to differ from those anticipated is included in the Company's annual report on Form 10-K and quarterly reports on Form 10-Q which are filed with the Securities and Exchange Commission. In light of these uncertainties, the inclusion of forward-looking information should not be regarded as a representation by the Company that its plans or objectives will be achieved. Further, the Company is not obligating itself to revise forward-looking statements contained herein to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events.