Exhibit 3.1
 Restated Articles of Incorporation
of
Keithley Instruments, Inc.
        A.
    
    To design, manufacture, distribute and sell scientific measuring equipment and
software of all types and kinds; to buy sell and deal in such property, both as
principal and agent; and to do any and all things appropriate or incidental to such
business and any related business;
 B.
    
    To enter into, promote or conduct any other kind of business, contract or
undertaking permitted for corporations for profit organized under the General
Corporation Laws of the State of Ohio, to engage in any lawful act or activity for which
corporations may be formed under Sections 1701.01 to 1701.98, inclusive, of the Revised
Code of Ohio, and, in connection therewith, to exercise all express and incidental
powers normally permitted such corporations.
  A.
    
    Classes and Number of Shares. The total number of shares of all classes
of capital stock which the Corporation shall have authority to issue is 89,000,000
shares, consisting of 80,000,000 Common Shares, without par value (hereinafter the
Common Shares) and 9,000,000 Class B Common Shares, without par value (hereinafter the
Class B Common Shares).




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B.
    
    Powers and Rights of the Common Shares and the Class B Common Shares.
 1.
    
    Voting Rights and Powers. With respect to all matters upon
which shareholders are entitled to vote or to which shareholders are entitled to
give consent, the holders of the outstanding Common Shares and the holders of any
outstanding Class B Common Shares shall vote together without regard to class,
and every holder of the outstanding Common Shares shall be entitled to cast
thereon one (1) vote in person or by proxy for each Common Share standing in his
name, and every holder of any outstanding Class B Common Share shall be entitle
to cast thereon ten (10) votes in person or by proxy for each Class B Common
Share standing in his name, provided that at such time as the Class B Common
Shares become outstanding, holders of the Common Shares, voting separately as a
class with each holder of the outstanding Common Shares being entitled to one (1)
vote in person or by proxy for each Common Share standing in his name, shall have
the right to elect that number of directors so that one-forth (calculated to the
nearest whole number, rounding a fractional number of five-tenths (.5) to the
next highest whole number) of the total number of directors of the Corporation
fixed from time to time by, or in the manner provided for in, the Code of
Regulations of the Corporation, shall have been elected by the holders of the
Common Shares. With respect to any proposed amendment to these Amended Articles
of Incorporation which would increase or decrease the authorized number of either
the Common Shares or the Class B Common Shares, change the par value of the
Common Shares or the Class B Common Shares, or alter or change the powers,
preferences, relative voting power or special rights of the Common Shares or the
Class B Common Shares so as to affect them adversely, the approval of a majority
of the votes entitled to be cast by the holders of the class affected by the
proposed amendment, voting separately as a class, shall be obtained in addition
to the approval of a majority of the votes entitled to be cast by the holders of
the Common Shares and the Class B Common Shares voting together without regard to
class as hereinbefore provided.2.
    
    Board of Directors.
 a.
    
    Number. The Board of Directors shall consist
of at least three (3) members, at least one (1) of whom shall be electable
by the holders of the Common Shares voting separately as a class as
hereinbefore provided.
 b.
    
    Standing and Term. All directors, whether
elected by the holders of both the Common Shares and Class B Common Shares
voting together or the Common Shares voting separately as a class, shall
have equal standing, serve terms of equal duration and have equal voting
powers.




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c.
    
    Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors may be filled by
a majority vote of the remaining directors then in office.
 d.
    
    Removal. Directors elected or electable (in
the case of vacancies or newly created directorships filled by the
remaining directors) by the holders of the Common Shares and the Class B
Common Shares voting together without regard to class may be removed, with
or without cause, only by the vote or consent of a majority of the votes
then entitled to be cast by the holders of the Common Shares and Class B
Common Shares, voting together without regard to class. Directors
separately elected or electable (in the case of vacancies or newly created
directorships filled by the remaining directors) by the holders of the
Common Shares may be removed, with or without cause, only by the vote or
consent of a majority of the votes then entitled to be cast by the holders
of the Common Shares, voting separately as a class.
 3.
    
    Dividends and Distributions.
 a.
    
    Cash Dividends. At any time any Class B
Common Shares are outstanding, when and as cash dividends may be declared
by the Board of Directors, the cash dividend payable on Common Shares
shall in all cases be a minimum of twenty-five percent (25%) higher on a
per share basis than the cash dividend payable on the Class B Common
Shares.
 b.
    
    Other Dividends and Distribution. Each
Common Share and each Class B Common Share shall be equal in respect of
rights to dividends (other than cash) and distributions, when and as
declared, in the form of shares or other property of the Corporation,
except that in the case of dividends or other distributions payable in
 shares of the Corporation, including distributions pursuant to share
split-ups or division, only Common Shares shall be distributed with
respect to the Common Shares and only Class B Common Shares shall be
distributed with respect to the Class B Common Shares. At any time Class B
Common Shares are outstanding, the Board of Directors may issue Common
Shares pursuant to a share dividend on or split-up of the Common Shares
only to the holders of the then outstanding Common Shares and in
conjunction with and in the same ratio as a share dividend on or split-up
of the Class B Common Shares.
 4.
    
    Other Rights. Except as otherwise required by the Ohio
General Corporation Law or as otherwise provided in these Amended Articles of
Incorporation, each Common Share and each Class B Common Share shall have
identical powers, preferences and rights, including rights in liquidation.




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5.
    
    Conversion of the Class B Common Shares. No additional Class B Common
Shares may be issued except in the form of a distribution or distributions
pursuant to a share dividend on or split-up of the Class B Common Shares and
only to the then holders of the outstanding Class B Common Shares in
conjunction with and in the same ratio as a share dividend on or split-up of
the Common Shares. Each Class B Common Share may at any time be converted at
the election of the holder thereof into one (1) fully paid and nonassessable
Common Share. Any holder of Class B Common Shares may elect to convert any or
all of such shares at one time or at various times in such holders discretion.
Such right shall be exercised by the surrender of the certificate representing
each Class B Common Share to be converted to the agent for the transfer of the
Class B Common Shares at its office, or to the Corporation at its principal
executive offices, accompanied by a written notice of the election by the
holder thereof to convert and (if so required by the transfer agent or by the
Corporation) by instruments of transfer, in form satisfactory to the transfer
agent and to the Corporation, duly executed by such holder or his duly
authorized attorney. The issuance of a certificate or certificates for Common
Shares upon conversion of Class B Common Shares shall be made without charge
for any stamp or other similar tax in respect of such issuance. As promptly as
practicable after the surrender for conversion of a certificate or certificates
representing Class B common shares, the Corporation will deliver or cause to be
delivered at the office of the transfer agent to, or upon the written order, of
the holder of such certificate or certificates, a certificate or certificates
representing the number of Common Shares issuable upon such conversion, issued
in such name or names as such holder may direct. Such conversion shall be
deemed to have been made immediately prior to the close of business on the date
of the surrender of the certificate of certificates representing Class B Common
Shares (if on such date the transfer books of the Corporation shall be closed,
then immediately prior to the close of business on the first date thereafter
that said books shall be open), and all rights of such holder arising from
ownership of the Class B Common Shares being converted shall cease at such
time, and the person or persons in whose name or names the certificate or
certificates representing Common Shares are to be issued pursuant to such
conversion shall be treated for all purposes as having become the record holder
or holders of such Common Shares at such time and shall have and may exercise
all the rights and powers appertaining thereto. No adjustments in respect of
past cash dividends shall be made upon the conversion of any Class B Common
Share. The Corporation shall at all times reserve and keep available, solely
for the purpose of issue upon conversion of outstanding Class B Common Shares,
such number of Common Shares as may be issuable upon conversion of all such
outstanding Class B Common Shares, provided, the Corporation may deliver Common
Shares which have previously been exchanged for Class B Common Shares or which
are held in the treasury of the Corporation for Class B Common Shares to be
converted. If any Common Shares require registration with or approval of any
governmental authority under any federal or state law before such Common Shares
may be issued upon conversion, the Corporation will cause such shares to be
duly registered or approved, as the case may be. The Corporation will endeavor
to list Common Shares required to be delivered upon conversion prior to such
delivery upon any national securities exchange or national securities exchange
or national market system on which the outstanding Common Shares may be listed
at the time of such delivery. All Common Shares which may be issued upon
conversion of the Class B Common Shares will, upon issue, be fully paid and
nonassessable.




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