TABLE OF CONTENTS




|                              |                                                                                                |  |  |  |  |  |  | 
|----------------------------- | ---------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION
|                              | ITEM 1. Financial Statements.                                                                 
|                              | ITEM 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations.
|PART II. OTHER INFORMATION   
|                              | Item 6. Exhibits and Reports on Form 8-K.                                                     
|SIGNATURES                   
|Exhibit 11                   



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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-Q

(Mark One)

|    |  |                                                                                        
|--- |  | ---------------------------------------------------------------------------------------
|[X] |  | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended December 31, 2000

OR

|      |  |                                                                                         
|----- |  | ----------------------------------------------------------------------------------------
|[   ] |  | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 1-9965

KEITHLEY INSTRUMENTS, INC.
(Exact name of registrant as specified in its charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Ohio                                                           |  | 34-0794417                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)

|                                                                                        
|----------------------------------------------------------------------------------------
|28775 Aurora Road, Solon, Ohio 44139
(Address of principal executive offices) (Zip Code)

Registrants telephone number, including area code: (440) 248-0400

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

YES  X  
NO

As of February 8, 2001 there were outstanding 13,738,359 Common Shares,
without par value, and 2,163,532 Class B Common Shares, without par value.



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##### Table of Contents






PART I. FINANCIAL INFORMATION




ITEM 1. Financial Statements.

KEITHLEY INSTRUMENTS, INC.
CONSOLIDATED BALANCE SHEET
(In Thousands of Dollars)
(Unaudited)

|                                           |                                                            |                            |                      |        |              |        |               |         |        |        |         |        |        |        | 
|------------------------------------------ | ---------------------------------------------------------- | -------------------------- | -------------------- | ------ | ------------ | ------ | ------------- | ------- | ------ | ------ | ------- | ------ | ------ | ------ | 
|                                           |                                                            |                            |                      |        | DECEMBER 31, |        | SEPTEMBER 30,
|                                           |                                                            |                            |                      |        |              |        |              
|                                           |                                                            |                            |                      |        | 2000         |        | 1999          |         | 2000  
|                                           |                                                            |                            |                      |        |              |        |               |         |       
|Assets                                    
|Current assets:                           
|                                          
|                                          
|                                          
|                                          
|                                           | Cash and cash equivalents                                  |                            | $                    | 30,745 |              |        | $             | 13,097  |        |        | $       | 21,408 |       
|                                          
|                                          
|                                          
|                                          
|                                           | Accounts receivable and other, net                         |                            |                      | 29,958 |              |        |               | 17,646  |        |        |         | 30,621 |       
|                                          
|                                          
|                                          
|                                          
|                                           | Inventories:                                              
|                                          
|                                          
|                                          
|                                          
|                                           |                                                            | Raw materials              |                      |        | 11,294       |        |               |         | 7,439  |        |         |        | 11,376 |       
|                                          
|                                          
|                                          
|                                          
|                                           |                                                            | Work in process            |                      |        | 3,886        |        |               |         | 3,389  |        |         |        | 5,685  |       
|                                          
|                                          
|                                          
|                                          
|                                           |                                                            | Finished products          |                      |        | 4,409        |        |               |         | 2,291  |        |         |        | 3,083  |       
|                                           |                                                            |                            |                      |        |              |        |               |         |        |        |         |       
|                                           |                                                            |                            | Total inventories    |        |              | 19,589 |               |         |        | 13,119 |         |        |        | 20,144 | 
|                                          
|                                          
|                                          
|                                          
|                                           | Deferred income taxes                                      |                            |                      | 14,551 |              |        |               | 3,025   |        |        |         | 13,935 |       
|                                          
|                                          
|                                          
|                                          
|                                           | Other current assets                                       |                            |                      | 789    |              |        |               | 786     |        |        |         | 506    |       
|                                           |                                                            |                            |                      |        |              |        |               |         |        |        |         |       
|                                           |                                                            |                            | Total current assets |        |              | 95,632 |               |         |        | 47,673 |         |        |        | 86,614 | 
|                                           |                                                            |                            |                      |        |              |        |               |         |        |        |         |       
|Property, plant and equipment, at cost     |                                                            |                            | 40,563               |        |              |        | 38,193        |         |        |        | 39,809  |       
|                                          
|                                          
|                                          
|                                          
|Less-Accumulated depreciation              |                                                            |                            | 27,439               |        |              |        | 25,815        |         |        |        | 26,590  |       
|                                           |                                                            |                            |                      |        |              |        |               |         |        |        |         |       
|Net property, plant and equipment          |                                                            |                            | 13,124               |        |              |        | 12,378        |         |        |        | 13,219  |       
|                                           |                                                            |                            |                      |        |              |        |               |         |        |        |         |       
|Deferred income taxes                      |                                                            |                            | 6,026                |        |              |        | 7,722         |         |        |        | 5,987   |       
|                                          
|                                          
|                                          
|                                          
|Other assets                               |                                                            |                            | 7,040                |        |              |        | 6,809         |         |        |        | 6,518   |       
|                                           |                                                            |                            |                      |        |              |        |               |         |        |        |         |       
|Total assets                               |                                                            | $                          | 121,822              |        |              | $      | 74,582        |         |        | $      | 112,338 |       
|                                           |                                                            |                            |                      |        |              |        |               |         |        |        |         |       
|Liabilities and Shareholders Equity      
|Current liabilities:                      
|                                          
|                                          
|                                          
|                                          
|                                           | Short-term debt and current
installments on long-term debt |                            | $                    |       |              |        | $             | 515     |        |        | $       | 225    |       
|                                          
|                                          
|                                          
|                                          
|                                           | Accounts payable                                           |                            |                      | 10,130 |              |        |               | 8,217   |        |        |         | 9,321  |       
|                                          
|                                          
|                                          
|                                          
|                                           | Accrued payroll and related expenses                       |                            |                      | 5,649  |              |        |               | 3,866   |        |        |         | 9,041  |       
|                                          
|                                          
|                                          
|                                          
|                                           | Other accrued expenses                                     |                            |                      | 6,844  |              |        |               | 5,988   |        |        |         | 6,152  |       
|                                          
|                                          
|                                          
|                                          
|                                           | Income taxes payable                                       |                            |                      | 5,180  |              |        |               | 3,709   |        |        |         | 4,096  |       
|                                           |                                                            |                            |                      |        |              |        |               |         |        |        |         |       
|                                           |                                                            | Total current liabilities  |                      |        | 27,803       |        |               |         | 22,295 |        |         |        | 28,835 |       
|                                           |                                                            |                            |                      |        |              |        |               |         |        |        |         |       
|Long-term debt                             |                                                            |                            | 3,000                |        |              |        | 3,000         |         |        |        | 3,000   |       
|                                          
|                                          
|                                          
|                                          
|Other long-term liabilities                |                                                            |                            | 5,417                |        |              |        | 4,943         |         |        |        | 4,723   |       
|                                          
|                                          
|                                          
|                                          
|Deferred income taxes                      |                                                            |                            | 7                    |        |              |        | 8             |         |        |        | 7       |       
|                                          
|                                          
|                                          
|                                          
|Shareholders equity:                     
|                                          
|                                          
|                                          
|                                          
|                                           | Paid-in-capital                                            |                            |                      | 19,732 |              |        |               | 9,127   |        |        |         | 17,359 |       
|                                          
|                                          
|                                          
|                                          
|                                           | Earnings reinvested in the business                        |                            |                      | 68,694 |              |        |               | 45,866  |        |        |         | 62,211 |       
|                                          
|                                          
|                                          
|                                          
|                                           | Accumulated other comprehensive loss                       |                            |                      | (572   | )            |        |               | (175    | )      |        |         | (819   | )     
|                                          
|                                          
|                                          
|                                          
|                                           | Unamortized portion of restricted stock                    |                            |                      | (185   | )            |        |               | (228    | )      |        |         | (196   | )     
|                                          
|                                          
|                                          
|                                          
|                                           | Common shares held in treasury, at cost                    |                            |                      | (2,074 | )            |        |               | (10,254 | )      |        |         | (2,782 | )     
|                                           |                                                            |                            |                      |        |              |        |               |         |        |        |         |       
|                                           |                                                            | Total shareholders equity |                      |        | 85,595       |        |               |         | 44,336 |        |         |        | 75,773 |       
|                                           |                                                            |                            |                      |        |              |        |               |         |        |        |         |       
|Total liabilities and shareholders equity |                                                            | $                          | 121,822              |        |              | $      | 74,582        |         |        | $      | 112,338 |       
|                                           |                                                            |                            |                      |        |              |        |               |         |        |        |         |       

The accompanying notes are an integral part of the financial statements.

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##### Table of Contents



KEITHLEY INSTRUMENTS, INC.
CONSOLIDATED STATEMENT OF INCOME
(In Thousands of Dollars Except for Per Share Data)
(Unaudited)

|                                             |  |                      |        |      |  |   |        |  
|-------------------------------------------- |  | -------------------- | ------ | ---- |  | - | ------ | -
|                                             |  | FOR THE THREE MONTHS
|                                             |  | ENDED DECEMBER 31,  
|                                             |  |                     
|                                             |  | 2000                 |        | 1999
|                                             |  |                      |        |     
|                                            
|                                            
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|Net sales                                    |  | $                    | 44,508 |      |  | $ | 29,760 |  
|                                            
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|Cost of goods sold                           |  |                      | 16,534 |      |  |   | 11,760 |  
|                                            
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|Selling, general and administrative expenses |  |                      | 13,434 |      |  |   | 10,339 |  
|                                            
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|Product development expenses                 |  |                      | 3,883  |      |  |   | 2,828  |  
|                                            
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|Gain on sale of business                     |  |                      |       |      |  |   | (477   | )
|                                            
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|Net financing income                         |  |                      | (297   | )    |  |   | (90    | )
|                                             |  |                      |        |      |  |   |        |  
|Income before income taxes                   |  |                      | 10,954 |      |  |   | 5,400  |  
|                                            
|                                            
|                                            
|                                            
|Income taxes                                 |  |                      | 4,053  |      |  |   | 1,890  |  
|                                             |  |                      |        |      |  |   |        |  
|Net income                                   |  | $                    | 6,901  |      |  | $ | 3,510  |  
|                                             |  |                      |        |      |  |   |        |  
|Basic earnings per share                     |  | $                    | .44    |      |  | $ | .25    |  
|                                             |  |                      |        |      |  |   |        |  
|Diluted earnings per share                   |  | $                    | .42    |      |  | $ | .23    |  
|                                             |  |                      |        |      |  |   |        |  
|Cash dividends per Common Share              |  | $                    | .0275  |      |  | $ | .0205  |  
|                                             |  |                      |        |      |  |   |        |  
|Cash dividends per Class B                  
|                                            
|                                            
|                                            
|                                            
|Common Share                                 |  | $                    | .0220  |      |  | $ | .0164  |  
|                                             |  |                      |        |      |  |   |        |  

The accompanying notes are an integral part of the financial statements.

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KEITHLEY INSTRUMENTS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(In Thousands of Dollars)
(Unaudited)

|                                                                                         |                                                     |              |        |                      |       |      |        |        |     | 
|---------------------------------------------------------------------------------------- | --------------------------------------------------- | ------------ | ------ | -------------------- | ----- | ---- | ------ | ------ | --- | 
|                                                                                         |                                                     |              |        | FOR THE THREE MONTHS
|                                                                                         |                                                     |              |        | ENDED DECEMBER 31,  
|                                                                                         |                                                     |              |        |                     
|                                                                                         |                                                     |              |        | 2000                 |       | 1999
|                                                                                         |                                                     |              |        |                      |       |     
|Cash flows from operating activities:                                                   
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         | Net income                                          |              | $      | 6,901                |       |      | $      | 3,510  |    
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         | Expenses not requiring outlay of cash               |              |        | 953                  |       |      |        | 832    |    
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         | Gain on sale of business                            |              |        |                     |       |      |        | (477   | )  
|                                                                                        
|                                                                                        
|                                                                                        
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|                                                                                         | Changes in working capital                          |              |        | 1,822                |       |      |        | (1,579 | )  
|                                                                                        
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|                                                                                         | Other operating activities                          |              |        | 80                   |       |      |        | 180    |    
|                                                                                         |                                                     |              |        |                      |       |      |        |       
|                                                                                         | Net cash provided by operating activities           |              |        | 9,756                |       |      |        | 2,466  |    
|                                                                                         |                                                     |              |        |                      |       |      |        |       
|Cash flows from investing activities:                                                   
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         | Payments for property, plant, and equipment         |              |        | (778                 | )     |      |        | (546   | )  
|                                                                                        
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|                                                                                         | Other investing activities, net                     |              |        |                     |       |      |        | 37     |    
|                                                                                         |                                                     |              |        |                      |       |      |        |       
|                                                                                         | Net cash used in investing activities               |              |        | (778                 | )     |      |        | (509   | )  
|                                                                                         |                                                     |              |        |                      |       |      |        |       
|Cash flows from financing activities:                                                   
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                         | (Decrease) increase in short-term debt              |              |        | (222                 | )     |      |        | 515    |    
|                                                                                        
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|                                                                                         | Cash dividends                                      |              |        | (418                 | )     |      |        | (267   | )  
|                                                                                        
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|                                                                                        
|                                                                                         | Purchase of treasury stock                          |              |        |                     |       |      |        | (3,013 | )  
|                                                                                        
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|                                                                                        
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|                                                                                         | Proceeds from employee stock purchase plans         |              |        | 594                  |       |      |        | 683    |    
|                                                                                        
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|                                                                                         | Other                                               |              |        | 110                  |       |      |        | (81    | )  
|                                                                                         |                                                     |              |        |                      |       |      |        |       
|                                                                                         | Net cash provided by (used in) financing activities |              |        | 64                   |       |      |        | (2,163 | )  
|                                                                                         |                                                     |              |        |                      |       |      |        |       
|Effect of changes in foreign currency exchange rates                                     |                                                     |              | 295    |                      |       |      | (123   | )     
|                                                                                         |                                                     |              |        |                      |       |      |        |       
|Increase (decrease) in cash and cash equivalents                                         |                                                     |              | 9,337  |                      |       |      | (329   | )     
|                                                                                        
|                                                                                        
|                                                                                        
|                                                                                        
|Cash and cash equivalents at beginning of period                                         |                                                     |              | 21,408 |                      |       |      | 13,426 |       
|                                                                                         |                                                     |              |        |                      |       |      |        |       
|Cash and cash equivalents at end of period                                               |                                                     | $            | 30,745 |                      |       | $    | 13,097 |       
|                                                                                         |                                                     |              |        |                      |       |      |        |       
|Supplemental disclosures of cash flow information
      Cash paid during the period for:
|                                                                                        
|                                                                                        
|                                                                                        
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|                                                                                         |                                                     | Income taxes |        | $                    | 1,240 |      |        | $      | 730 | 
|                                                                                        
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|                                                                                         |                                                     | Interest     |        |                      | 27    |      |        |        | 7   | 

Disclosure of accounting policy

      For purposes of this statement, the Company considers all highly liquid
investments with maturities of three months or less when purchased to be cash
equivalents.

The accompanying notes are an integral part of the financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of dollars, except for share data)

|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|A. |  | Management Representation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|   |  | The consolidated financial statements at December 31, 2000 and 1999, and for
the three month periods then ended have not been examined by independent
accountants, but in the opinion of the management of Keithley Instruments,
Inc., all adjustments necessary to a fair statement of the consolidated
balance sheet, consolidated statement of income and consolidated statement
of cash flows for those periods have been included. All adjustments
included are of a normal recurring nature.                                                                                                                                                                                                                                                                           
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|B. |  | Earnings per share denominator                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|   |  | The weighted average number of shares and share equivalents used in
determining basic earnings per share and diluted earnings per share was
15,574,631 and 16,570,709 for the quarter ended December 31, 2000,
respectively, and 14,188,578 and 15,291,458 for the quarter ended December
31, 1999, respectively. Both Common Shares and Class B Common Shares are
included in calculating the weighted average number of shares outstanding.                                                                                                                                                                                                                                                                                                                                
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|C. |  | Sale of assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|   |  | During the first quarter of fiscal 2000, the company recorded an additional
adjustment to the gain on previously disposed businesses of $477 pretax, or
$0.02 per share after taxes. At the time of the sales of the businesses,
the company established liabilities for certain items that were to be
settled at future dates. The additional adjustment represents the
settlement of certain of these issues.                                                                                                                                                                                                                                                                                                                                                              
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|D. |  | Stock repurchase programs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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|   |  | On December 11, 2000, the company announced its Board of Directors had
approved an open market stock repurchase program to replace the existing
program, which expired in December 2000. Under the new program, the company
may purchase up to 2,000,000 Common Shares, or approximately 13 percent of
shares outstanding, over a three-year period. The purpose of the repurchase
program is to offset the dilutive effect of stock option and stock purchase
plans. Common Shares held in treasury may be reissued in settlement of
stock purchases under these plans.                                                                                                                                                                                                     
|  
|   |  | The company did not purchase shares during the first quarter of fiscal 2001.
During the first quarter of fiscal 2000, the company bought back 304,800
Common Shares at an average cost of $9.89 per share including commissions.
At December 31, 2000, 255,850 Common Shares purchased under the companys
share repurchase programs remained in treasury at an average cost of $5.36
per share including commissions. Also, included in the Common shares held
in treasury, at cost caption of the Consolidated Balance Sheets are shares
repurchased to settle non-employee Directors fees deferred pursuant to the
Keithley Instruments, Inc. 1996 Outside Directors Deferred Stock Plan. The
total number of shares held in treasury at December 31, 2000 was 373,467.

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|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|E |  | Accounting for Derivatives and Hedging Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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|  |  | The company adopted Statement of Financial Accounting Standards No. 133,
Accounting for Derivative Instruments and Hedging Activities (SFAS 133)
on October 1, 2000. The transition amount recorded upon adoption of SFAS
133 was not material to the consolidated financial results or financial
position of the company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|  |  | In accordance with the provisions of SFAS 133, all of the companys
derivative instruments are recognized on the balance sheet at their fair
value. To hedge sales, the company currently utilizes foreign exchange
forward contracts or option contracts to sell foreign currencies to fix the
exchange rates related to near-term sales and effectively fix the companys
margins. Underlying hedged transactions are recorded at hedged rates,
therefore realized and unrealized gains and losses are recorded when the
operating revenues and expenses are recorded. The company also currently
utilizes an interest rate swap instrument to mitigate the risk of interest
rate changes. The estimated fair value of the swap instrument is determined
through quotes from the related financial institutions.                                                                                                                                                                                                                                                                                                                                                                                                                                              
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|  |  | On the date the derivative contract is entered into, the company designates
its derivative as either a hedge of the fair value of a recognized asset or
liability (fair value hedge), as a hedge of the variability of cash flows
to be received (cash flow hedge), or as a foreign-currency cash flow hedge
(foreign currency hedge). Changes in the fair value of a derivative that
is highly effective as, and that is designated and qualifies as, a fair
value hedge, along with the gain or loss on the hedged asset or liability
that is attributable to the hedged risk are recorded in current-period
earnings. Changes in the fair value of a derivative that is highly
effective and that is designed and qualifies as a cash flow hedge are
recorded in other comprehensive income until earnings are affected by the
transaction in the underlying asset. Changes in the fair value of
derivatives that are highly effective and that qualify as foreign currency
hedges are recorded in either current period income or other comprehensive
income, depending on whether the hedge transaction is a fair value hedge or
a cash flow hedge. At December 31, 2000, all the companys derivative
instruments were designed as cash flow hedges.
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|  |  | The company documents all relationships between hedging instruments and
hedged items, as well as its risk-management objective and strategy for
undertaking various hedge transactions. The company also assesses whether
the derivatives that are used in hedging transactions are highly effective
in offsetting changes in cash flows of hedged items. When it is determined
that a derivative is not highly effective as a hedge, the company
discontinues hedge accounting prospectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                     
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|F |  | Comprehensive Income                                                                                                                                                                                                                                                                                                                                                                                                
| 
| 
| 
| 
|  |  | On October 1, 1998, the company adopted Statement of Financial Accounting
Standards No. 130, Reporting Comprehensive Income (SFAS 130), which
establishes rules for reporting comprehensive income and its components.
The adoption of SFAS 130 did not impact the companys net income or total
shareholders equity. Comprehensive income for the three months ended
December 31, 2000 and 1999 is as follows:

|                                                    |  |              |       |      |  |   |       |  
|--------------------------------------------------- |  | ------------ | ----- | ---- |  | - | ----- | -
|                                                    |  | December 31,
|                                                    |  |             
|                                                    |  | 2000         |       | 1999
|                                                    |  |              |       |     
|Net income                                          |  | $            | 6,901 |      |  | $ | 3,510 |  
|                                                   
|                                                   
|                                                   
|                                                   
|Unrealized losses on value of
derivative securities |  |              | (212  | )    |  |   |      |  
|                                                   
|                                                   
|                                                   
|                                                   
|Foreign currency translation
adjustments            |  |              | 459   |      |  |   | (288  | )
|                                                    |  |              |       |      |  |   |       |  
|Comprehensive income                                |  | $            | 7,148 |      |  | $ | 3,222 |  
|                                                    |  |              |       |      |  |   |       |  

|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|G |  | Segment and Geographic Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| 
| 
| 
| 
|  |  | The companys business is to develop measurement-based solutions to verify
customers product performance. All the companys products are computer
based (multi-point) systems operating under software control. The companys
customers are engineers, technicians and scientists in manufacturing,
product development and research functions within a range of industries.
The companys advanced hardware and software is used for process monitoring,
production test and basic research. Although the companys products vary in
capability, sophistication, use, size and price, they basically test,
measure and analyze electrical and physical properties. As such, the
companys management determined the company operates in a single industry
segment. The operations by geographic area are presented below. The basis
for attributing revenues from external customers to a geographic area is the
location of the customer.

|              |  |                            |        |      |  |   |        | 
|------------- |  | -------------------------- | ------ | ---- |  | - | ------ | 
|              |  | For the Three Months Ended
|              |  |                           
|              |  | December 31,              
|              |  | 2000                       |        | 1999
|              |  |                            |        |     
|Net sales:   
|United States |  | $                          | 21,025 |      |  | $ | 17,022 | 
|             
|             
|             
|             
|Europe        |  |                            | 12,184 |      |  |   | 8,545  | 
|             
|             
|             
|             
|Pacific Basin |  |                            | 8,097  |      |  |   | 3,541  | 
|             
|             
|             
|             
|Other         |  |                            | 3,202  |      |  |   | 652    | 
|              |  |                            |        |      |  |   |        | 
|              |  | $                          | 44,508 |      |  | $ | 29,760 | 
|              |  |                            |        |      |  |   |        | 

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|                   |  |                 |        |      |  |   |        | 
|------------------ |  | --------------- | ------ | ---- |  | - | ------ | 
|                   |  | At December 31,
|                   |  |                
|                   |  | 2000            |        | 1999
|                   |  |                 |        |     
|Long-lived assets: |  |                 |        |      |  |   |        | 
|United States      |  | $               | 17,108 |      |  | $ | 16,011 | 
|Germany            |  |                 | 2,751  |      |  |   | 2,835  | 
|Other              |  |                 | 305    |      |  |   | 341    | 
|                   |  |                 |        |      |  |   |        | 
|                   |  | $               | 20,164 |      |  | $ | 19,187 | 
|                   |  |                 |        |      |  |   |        | 

|  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|H |  | Accounting for Derivatives and Hedging Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| 
| 
| 
| 
|  |  | In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, Revenue Recognition in Financial Statements
(SAB 101). SAB 101 provides guidance for public companies on the
recognition, presentation and disclosure of revenue in their financial
statements. It requires that an entity recognize revenue at the time a
product has been accepted by a customer, as defined by certain criteria.
SAB 101 is effective no later than the companys fourth quarter of fiscal
year 2001, and would have to be adopted retroactively to the beginning of
the fiscal year. The company does not believe SAB 101 will have a material
impact on its consolidated results or financial position.

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ITEM 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations.

Results of Operations  In Thousands of Dollars Except for Per Share Data

First Quarter Fiscal 2001 Compared with First Quarter Fiscal 2000

Net income for the first quarter of fiscal 2001 was $6,901, or $0.42 per share,
a 115 percent increase from $3,207 or $0.21 per share, before a $0.02 per share
adjustment to gains on previously disposed businesses. Net income as reported
for the first quarter of fiscal 2000 was $3,510, or $0.23 per share. (See Note
C.)

Net sales of $44,508 increased 50 percent from $29,760 in the prior years
first quarter, and were a record high for the sixth consecutive quarter. A
stronger U.S. dollar versus foreign currencies had a negative effect on sales
growth by 4 percentage points. Sales increased in all major geographic
regions. Orders for the first quarter of $49,782 increased 32 percent from the
prior years orders of $37,735, and were a new record high for the sixth
consecutive quarter. Orders for the companys products serving the
optoelectronics industry were at record levels and grew over 200 percent from
the prior years first quarter. Orders from semiconductor customers were the
second highest in the companys history and increased approximately 25 percent
from the prior years quarter. Orders from telecommunications customers
remained strong with growth of approximately 60 percent. Orders increased from
the prior year in all major geographic regions, with the Pacific Basin region
particularly strong, up 92 percent. Sequentially, orders increased 6 percent
from the record fourth quarter fiscal 2000. Order backlog increased to a
record $35,298 at December 31, 2000.

Cost of goods sold as a percentage of net sales decreased to 37.2 percent from
39.5 percent in the prior years first quarter. Improved manufacturing
efficiencies as a result of higher sales, favorable product and geography mix
and price increases more than offset the unfavorable impact of a
stronger U.S.
dollar. The effect of foreign exchange hedging on cost of goods sold was
immaterial in both periods.

Selling, general and administrative expenses decreased to 30.2 percent of net
sales compared to 34.8 percent in last years quarter, a 4.6 percentage point
improvement. However, selling, general and administrative expense dollars
increased $3,095, or 30 percent, from the prior years quarter. The increase
in dollars is due to higher commissions and incentives related to increased
sales and earnings, and higher personnel costs due to increased headcount.

Product development expenses for the quarter were $3,883, or 8.7 percent of
sales, up 37 percent from $2,828, or 9.5 percent of net sales, last year. The
company has hired approximately 27 employees in the product development area
since last years first quarter to take advantage of the opportunities
management sees in the optoelectronics and telecommunications industries.

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Overall, the company has added approximately 115 employees, a 21 percent
increase, from December 31, 1999 to December 31, 2000. Significant investments
have been made in the Pacific Basin by adding people in China and Taiwan and by
opening a direct sales office in Korea. Of the 115 additions, approximately
two-thirds of the new hires are in marketing, sales, application support and
product development areas.

On November 9, 1998, the company sold certain assets used in the operation of
its Quantox product line to KLA-Tencor Corporation. During the first quarter
of fiscal 2000, an additional pretax gain of $477, or $0.02 per share after
taxes, was recorded for the sale. At the time of the sale of this business,
the company established liabilities for certain items that were to be settled
at future dates. The additional adjustment recorded in the first quarter of
fiscal 2000 represents the settlement of certain of these issues. (See Note
C.)

The company generated net financing income during the quarter of $297 versus
$90 in the prior year. Higher levels of cash and cash equivalents, combined
with better rates on income earned on cash and cash equivalents accounted for
the improvement.

The effective tax rate for the quarter was 37.0 percent versus 35.0 percent
last year. The increase in the rate is due to higher profits, as well as
increased state and local taxes resulting from higher U.S. earnings.

Liquidity and Capital Resources

During the first quarter, net cash provided by operations was $9,756. The
company purchased $778 of capital equipment during the quarter and paid $418 in
dividends. Total cash and cash equivalents increased $9,337 during the quarter
to $30,745 at December 31, 2000. Total debt of $3,000 at December 31, 2000,
decreased $225 during the quarter, and the total debt-to-capital ratio was 3.4
percent at December 31, 2000.

The company expects to finance debt service, capital spending, and working
capital requirements through cash on hand and cash provided by operations. At
December 31, 2000, the company had available unused lines of credit with
domestic and foreign banks aggregating $26,963 of which $4,963 were short-term
and $22,000 were long-term.

Outlook

The following statements regarding the results for fiscal year 2001 are based
on current expectations:



| |  |  | Quarter to quarter results will always be order dependent, but the
companys record backlog along with current business activities lead
management to believe that sales and pretax earnings for the second
quarter will exceed those of the first quarter.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | The company is estimating sales growth for fiscal 2001 in excess of
25 percent over fiscal year 2000 sales of $150,561 based on continued
growth in its optoelectronics, semiconductor and telecommunications
businesses.                                  

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| |  |  | Gross margins as a percentage of net sales for fiscal 2001 are
expected to range between 60 and 62 percent depending on foreign
currency fluctuations, as well as product and geographic mix.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Selling, general and administrative expenses as a percentage of net
sales are expected to range between 29 and 32 percent for fiscal 2001,
depending on the rate of sales growth.            
|
| |  |  | Product development costs are expected to range between 8 and 9 percent of net sales.                                                                                                        
|
| |  |  | The tax rate for fiscal 2001 is expected to range between 36.5 and 37.5 percent.                                                                                                             

As of the date of this filing, the company has begun to see some softening in
order rates, particularly in its semiconductor business. Based on the current
U.S. economy, some of its customers are becoming more cautious with their
capital expansion plans. However, management is encouraged by potential orders
in the pipeline, and by new product introductions planned over the next several
quarters, and continues to see very good opportunities especially for its
optoelectronics business.

Factors That May Affect Future Results

Statements included in the Liquidity and Capital Resources section and the
Outlook Section of Managements Discussion and Analysis of Financial Condition
and Results of Operations constitute forward-looking statements, as that term
is defined in the Private Securities Litigation Reform Act of 1995. Such
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from those projected. Some of the factors
that may affect future results are discussed below.

Although the company operates in a single industry segment, certain of its
products and product lines are targeted for specific industries including the
semiconductor, telecommunications, optoelectronics, and other electronic
industries. These industries, particularly the semiconductor industry, can be
cyclical in nature. Growth in demand for semiconductors, new technology and
pricing drive the demand for new semiconductor capital equipment.
Historically, sales and order levels for this business have been volatile which
can affect revenue and earnings for the company.

The companys business relies on the development of new high technology
products and services to provide solutions to customers complex measurement
needs. This requires anticipation of customers changing needs and emerging
technology trends. The company must make long-term investments and commit
significant resources before knowing whether its expectations will eventually
result in products that achieve market acceptance. The company incurs
significant expenses developing new products that may or may not result in
significant sources of revenue and earnings in the future.

In many cases the companys products compete directly with those offered by
other manufacturers. If any of the companys competitors were to develop
products or services that are more cost-effective or technically superior,
demand for the companys product offerings could slow.

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The companys success depends to a significant degree upon the continued
service of its key executive, sales, development, marketing and operational
personnel. The company also believes its future success will depend upon its
ability to attract and retain additional highly skilled personnel in these
areas. The competition for qualified personnel in the technology area is
intense. Although management believes the company offers competitive salaries
and benefits, there can be no assurance that it will be successful in retaining
its existing key personnel or attracting and retaining additional key
resources. Failure to attract and retain personnel could have a material
adverse effect on the companys results of operations.

The companys products contain large volumes of electronic components and
subassemblies that in some cases are supplied through sole or limited source
third-party suppliers. Although the company does not anticipate any problems
procuring supplies in the near-term, there can never be any assurance that
parts and supplies will be available in a timely manner and at reasonable
prices. Additionally, the companys inventory is subject to risk due to
changes in market demand for particular products. The resulting excess and/or
obsolete inventory could have an adverse impact on the companys results of
operations.

The companys cost structure is comprised of costs that are directly related to
the level of sales, as well as costs that are fixed and do not fluctuate based
on sales levels. The companys quality of earnings depends on its ability to
control those costs that are fixed or semi-variable.

The company currently has eleven subsidiaries or sales offices located outside
the United States, and non-U.S. sales accounted for approximately 53 percent of
the companys revenue during the first quarter of fiscal 2001. The companys
future results could be adversely affected by several factors, including
changes in foreign currency exchange rates, changes in a countrys or regions
political or economic conditions, trade protection measures, import or export
licensing requirements, unexpected changes in regulatory requirements and
natural disasters.

The company pays taxes in several jurisdictions throughout the world. The
company utilizes available tax credits and other tax planning strategies in an
effort to minimize the companys overall tax liability. The companys actual
tax rate for fiscal 2001 could change from what is currently anticipated due to
changes in various countrys tax laws or changes in the companys overall tax
planning strategy.

The company has modified its systems to accommodate the Euro. The cost of
these modifications was immaterial to the companys results of operations.
Although difficult to predict, any competitive implications and any impact on
existing financial instruments are expected to be immaterial to the companys
results of operations, financial condition or cash flows of future periods.

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PART II. OTHER INFORMATION




Item 6. Exhibits and Reports on Form 8-K.

|    |  |           |  |                                           
|--- |  | --------- |  | ------------------------------------------
|(a) |  | Exhibits. |  | The following exhibits are filed herewith:

|        |  |                                                                                                            
|------- |  | -----------------------------------------------------------------------------------------------------------
|Exhibit
|Number  |  | Exhibit                                                                                                    
|       
|       
|       
|       
|       
|       
|       
|       
|       
|       
|       
|       
|11      |  | Statement Re Computation of Per Share Earnings                                                             
|       
|(b)     |  | Reports on Form 8-K. No reports on Form 8-K were filed
during the quarterly period ended December 31, 2000.




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|                        |  |                                                                                                      
|----------------------- |  | -----------------------------------------------------------------------------------------------------
|                        |  | KEITHLEY INSTRUMENTS, INC.
(Registrant)                                                              
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|Date: February 13, 2001 |  | /s/ Joseph P. Keithley                                                                               
|                        |  |                                                                                                      
|                        |  | Joseph P. Keithley
Chairman, President and Chief Executive Officer
(Principal Executive Officer)     
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|Date: February 13, 2001 |  | /s/ Mark J. Plush                                                                                    
|                        |  |                                                                                                      
|                        |  | Mark J. Plush
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

13