Item 2.02 Results of Operations and Financial Condition.

(a) On July 28, 2009 Keithley Instruments, Inc. issued a press release reporting its financial results for its third quarter of fiscal year 2009, which ended June 30, 2009. A copy of the release is attached as Exhibit 99.

The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof. The information in this report, including the exhibit hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

99. Press Release Dated July 28, 2009

---