UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
KEITHLEY INSTRUMENTS INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
487584104
(Cusip Number)
05/31/2000
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
id filed:
{ X } Rule 13d-1( b )
{ } Rule 13d-1( c )
{ } Rule 13d-1( d )
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
the disclosures in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the act (however,
see the Notes).
(Continued on the following page(s))
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CUSIP No.
487584104
13G
Page 2 of 5
Pages
1
Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
KeyCorp
I.R.S. Employer Identification No. 34-1784820
2
Check the Appropriate Box if a Member of a Group*
(a)
Not Applicable
(b)
3
SEC Use Only
4
Citizenship or Place of Organization
State of Ohio
5
Sole Voting Power
140,267
Number of
Shares
6
Shared Voting
Beneficially
Power
0
Owned By
Each Reporting
7
Sole Dispositive
Person With
Power
135,667
8
Shared Dispositive Power
13,600
9
Aggregate Amount Beneficially Owned by Each Reporting Person
149,267
10
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
Not Applicable
11
Percent of Class Represented by Amount in Row 9
2.66%
12
Type of Reporting Person*
HC
SEC 1745 (6-80) *SEE INSTRUCTIONS BEFORE FILLING OUT
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No. 1)
Item 1 (a). Name of Issuer:
KEITHLEY INSTRUMENTS INC.
Item 1 (b). Address of Issuer's principal executive offices:
28775 Aurora Road
Solon, Ohio 44139
Item 2 (a). Name of person filing:
KeyCorp
Item 2 (b). Address of principal business office:
127 Public Square
Cleveland, Ohio 44114-1306
Item 2 (c). Place of organization:
State of Ohio
Item 2 (d). Title of class of securities:
Common Stock
Item 2 (e). CUSIP Number:
487584104
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d - 2 (b), indicate type of person filing:
Person filing is a Parent Holding Company, in accordance with 240.13d - 1(b)
(ii)(G)
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Item 4.
Ownership:
(a) Amount of beneficially owned:
149,267
shares
(b) Percent of class:
2.66%
(c) Number of shares as to which such person has:
(i)Sole power to vote or to direct the vote
1402,267
(ii)Shared power to vote or to direct the vote
0
(iii)Sole power to dispose or to direct the disposition of
135,667
(iv)Shared power to dispose or to direct the disposition of
13,600
Item 5.
Ownership of five percent or less of a class:
Not Applicable
Item 6.
Ownership of more than five percent on behalf of another person:
Other persons are known to have the right to receive or the power to direct
the receipt of dividends or the proceeds from the sale of these securities.
Those persons whose interest relates to more than five percent of the class
are:
Item 7.
Identification and classification of the subsidiaries which acquired the
security being reported on by the parent holding company:
Identification: Key Trust Company of Ohio National Association,
Classification: (B) Banks as defined by Section 3 (A) (6) of the act.
Identification: Key Asset Mangaement
Classification: Registered investment advisor
Item 8.
Identification and classification of members of the group:
Not Applicable
Item 9.
Notice of dissolution of group:
Not Applicable
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Item 10. Certification
The undersigned expressly declares that the filing of the Schedule 13G shall
not be construed as an admission that the undersigned is, for purposes of
Section 13(d) and 13(g) of the Securities Exchange Act of 1934, the beneficial
owner of any securities covered by this Schedule 13G.
By signing below, I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant
in any transaction having such purposes or effect.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: June 12, 2000
KeyBank National Association
By:
Carol Davenport
Chief Fiduciary Officer
KeyBank
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