<PAGE>

   As filed with the Securities and Exchange Commission on June 28, 2000

                                                          Registration No. 333-
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------

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

          Washington                                      91-1011792
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)


                              2818 N. Sullivan Road
                         Spokane, Washington 99216-1897
          (Address of principal executive offices, including zip code)

               ITRON, INC. 2000 STOCK INCENTIVE COMPENSATION PLAN
                            (Full title of the plan)


                                LeRoy D. Nosbaum
                      President and Chief Executive Officer
                                   Itron, Inc.
                              2818 N. Sullivan Road
                         Spokane, Washington 99216-1897
                                 (509) 924-9900
 (Name, address and telephone number, including area code, of agent for service)
                             ----------------------
                                    Copy to:

                               LINDA A. SCHOEMAKER
                                Perkins Coie LLP
                          1201 Third Avenue, 48th Floor
                         Seattle, Washington 98101-3099
                             ----------------------

<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE
------------------------------------------ ----------- -------------------- ------------------- --------------

Title of Securities                          Number to        Proposed Maximum       Proposed Maximum      Amount of
to Be Registered                             Be               Offering Price         Aggregate             Registration
Registered(1)                                Offering Price   Fee
------------------------------------------   --------------   --------------------   -------------------   --------------
<S>                                          <C>              <C>                    <C>                   <C>

Common Stock, par value $0.01 per share,
subject to outstanding options underthe:
Itron, Inc. 2000 Stock Incentive                  1,800,000   $         13,725,000(2)$        13,725,000(2)$        3,624
Compensation Plan
------------------------------------------   --------------   --------------------   -------------------   --------------
</TABLE>

(1)      Together with an indeterminate  number of additional shares that may be
         necessary to adjust the number of shares reserved for issuance pursuant
         to such employee  benegit plan as the result of any future stock split,
         stock dividend or similar  adjustment of the  Registrant's  outstanding
         Common Stock.

(2)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rule 457(c) under the  Securities  Act of 1933, as amended,
         based on the average of high and low sales  prices for the Common Stock
         on June 26,  2000,  as  reported  for such date on the Nasdaq  National
         Market.



<PAGE>



                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission  (the  "Commission")  are hereby  incorporated  by  reference in this
Registration Statement:

                  (a) The  registrant's  annual report on Form 10-K for the year
ended  December  31,  1999  filed on March  30,  2000,  which  contains  audited
financial  statements for the most recent fiscal year for which such  statements
have been filed;

                  (b) The registrant's quarterly report on Form 10-Q for the
quarter ended March 31, 2000 filed on May 15, 2000;

                  (c) All other  reports  filed by the  registrant  pursuant  to
Section  13(a) or 15(d) of the  Securites  Exchange Act of 1934, as amended (the
"Exchange  Act"),  since the end of the fiscal year covered by the Annual Report
on Form 10-K referred to in (a) above; and

                  (d) The description of the registrant's common stock contained
in the  registration  statement on Form 8-A filed on September  18, 1993,  under
Section 12(g) of the Exchange Act, including any amendments or reports filed for
the purpose of updating such description.

         All  documents  filed by the  registrant  pursuant to  Sections  13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof,  and prior to the
filing of a post-effective amendment which indicates that the securities offered
hereby have been sold or which  deregisters  the securities  covered hereby then
remaining unsold, shall also be deemed to be incorporated by reference into this
Registration  Statement  and to be a part hereof  commencing  on the  respective
dates on which such documents are filed.

Item 4.  DESCRIPTION OF SECURITIES

         Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Sections  23B.08.500  through  23B.08.600  of the  Washington  Business
Corporation  Act (the  "WBCA")  authorize a court to award,  or a  corporation's
board of directors to grant,  indemnification to directors and officers on terms
sufficiently  broad to permit  indemnification  under certain  circumstances for
liabilities   arising  under  the  Securities  Act  of  1933,  as  amended  (the
"Securities Act"). Section 10 of the registrant's Restated Bylaws (the "Bylaws")
provides for  indemnification  of the  registrant's  directors and officers and,
with Board approval, the registrant's employees and agents to the maximum extent
permitted by Washington law. Certain of the directors of the registrant, who are
affiliated  with  principal   shareholders  of  the  registrant,   also  may  be
indemnified  against liability they may incur in their capacity as a director of
the  registrant,  including  pursuant to a liability  insurance  policy for such
purpose.

         Section  23B.08.320  of the WBCA  authorizes a  corporation  to limit a
director's liability to the corporation or its shareholders for monetary damages
for acts or omissions as a director,  except in certain circumstances  involving
intentional misconduct, knowing violations of law or unlawful distributions,  or
any transaction from which the director  personally receives a benefit in money,
property or services to which the director is not legally entitled. Article 9 of
the registrant's  Restated Articles of Incorporation  (the "Articles")  contains
provisions implementing, to the fullest extent permitted by Washington law, such
limitations on a director's liability to the registrant and its shareholders.

         Any  repeal of or  modification  to the  Bylaws  and  Articles  may not
adversely affect any right of indemnification  under the Bylaws or Articles of a
director or officer who is or was a director or officer of the registrant at the
time of such repeal or modification.

         The registrant has entered into an indemnification  agreement with each
of its executive  officers and directors in which the registrant  agrees to hold
harmless and indemnify the officer or director to the fullest  extent  permitted
by Washington law. In addition,  the registrant  agrees to indemnify the officer
or director against any and all losses, claims, damages, liabilities or expenses
incurred in  connection  with any actual,  pending or threatened  action,  suit,
claim or proceeding,  whether civil,  criminal,  administrative or investigative
and whether  formal or  informal,  in which the  officer or director  is, was or
becomes  involved by reason of the fact that the officer or director is or was a
director,  officer, employee or agent of the registrant, or that being or having
been such a  director,  officer,  employee  or agent,  such  director  is or was
serving at the  request of the  registrant  as a  director,  officer,  employee,
trustee or agent of another  corporation  or of a  partnership,  joint  venture,
trust or other enterprise, including service with respect to an employee benefit
plan,  whether the basis of such  proceeding is alleged  action (or inaction) by
the  officer  or  director  in an  official  capacity  as a  director,  officer,
employee,  trustee or agent.  The officer or director is not indemnified for any
action,  suit,  claim or  proceeding  instituted  by or at the  direction of the
officer or director  unless such action,  suit,  claim or  proceeding  is or was
authorized  by the  registrant's  Board of  Directors or unless the action is to
enforce the provisions of the indemnification agreement.

         No indemnity pursuant to the indemnification agreements may be provided
by the registrant on account of any suit in which a final, unappealable judgment
is rendered  against an officer or director  for an  accounting  of profits made
from the  purchase  or sale by the  officer or  director  of  securities  of the
registrant in violation of the  provisions of Section 16(b) of the Exchange Act,
and  amendments  thereto,  or for  damages  that have been paid  directly to the
executive  officer  or  director  by an  insurance  carrier  under a  policy  of
directors' and officers' liability insurance maintained by the registrant.

         Officers and directors of the registrant are covered by insurance (with
certain exceptions and certain limitations) that indemnifies them against losses
and liabilites  arising from certain alleged  "wrongful acts," including alleged
errors or  misstatements,  or certain other  alleged  wrongful acts or omissions
constituting neglect or breach of duty.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

Item 8.  EXHIBITS

      Exhibit
      Number                              Description

       5.1           Opinion of Perkins Coie LLP regarding legality of the
                     Common Stock being registered

      23.1           Consent of Deloitte & Touche LLP, Independent Auditors

      23.2           Consent of Perkins Coie LLP (included in opinion filed
                     as Exhibit 5.1)

      24.1           Power of Attorney (see signature page)

      99.1           Itron, Inc. 2000 Stock Incentive Compensation Plan

Item 9.  UNDERTAKINGS

A.       The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i)  To include any prospectus required by Section 10(a)(3)
 of the Securities Act;

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of this  Registration  Statement  (or the most recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and

                  (iii) To include any material  information with respect to the
plan of distribution not previously disclosed in this Registration  Statement or
any material change to such information in this Registration Statement;

provided,  however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in this Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

B.  The  undersigned   registrant   hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where  applicable,  each filing of an employee  benefits plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference  in  this  Registration   Statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

C. Insofar as indemnification  for liabilities  arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.



<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Spokane,  State of  Washington,  on the 28th day of
June, 2000.

                                                      ITRON, INC.

                                             By: /s/ LEROY D. NOSBAUM
                                                     ---------------------
                                                     LeRoy D. Nosbaum
                                                     President and
                                                     Chief Executive Officer


                                POWER OF ATTORNEY

         Each person whose individual  signature appears below hereby authorizes
LeRoy D. Nosbaum and David G. Remington, or either of them, as attorneys-in-fact
with full  power of  substitution,  to  execute in the name and on the behalf of
each person,  individually  and in each capacity stated below,  and to file, any
and  all  amendments  to  this  Registration  Statement,  including  any and all
post-effective amendments.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated below on the 28th day of June, 2000.

        Signature                                   Title

/s/ LEROY D. NOSBAUM                President and Chief Executive Officer
--------------------                (Principal Executive Officer)
    LeRoy D. Nosbaum


/s/ DAVID G. REMINGTON              Vice President and Chief Financial Officer
----------------------              (Principal Financial and Accounting Officer)
    David G. Remington


/s/ S. EDWARD WHITE                 Chairman of the Board
--------------------
    S. Edward White


/s/ MICHAEL B. BRACY                Director
----------------------
    Michael B. Bracy


/s/ MICHAEL J. CHESSER              Director
----------------------
    Michael J. Chesser


/s/ TED C. DEMERRITT                Director
---------------------
    Ted C. DeMerritt


/s/ JON E. ELIASSEN                 Director
--------------------
    Jon E. Eliassen


/s/ MARY ANN PETERS                 Director
--------------------
    Mary Ann Peters


/s/ PAUL A. REDMOND                 Director
--------------------
    Paul A. Redmond


/s/ GRAHAM M. WILSON                Director
--------------------
    Graham M. Wilson



<PAGE>



                                INDEX TO EXHIBITS

      Exhibit
      Number                             Description

       5.1           Opinion of Perkins Coie LLP regarding legality of the
                     Common Stock being registered

      23.1           Independent Auditors Consent

      23.2           Consent of Perkins Coie LLP (included in opinion filed
                     as Exhibit 5.1)

      24.1           Power of Attorney (see signature page)

      99.1           Itron, Inc. 2000 Stock Incentive Compensation Plan
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "S-8", "secsgml_size_bytes": 18049}]
{"company-data": {"conformed-name": "ITRON INC /WA/", "cik": "0000780571", "assigned-sic": "3663", "irs-number": "911011792", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40356", "film-number": "663864"}, "business-address": {"street1": "2818 N SULLIVAN RD", "city": "SPOKANE", "state": "WA", "zip": "99216", "phone": "5099249900"}, "mail-address": {"street1": "2818 NORTH SULLIVAN ROAD", "city": "SPOKANE", "state": "WA", "zip": "99216"}}
As filed with the Securities and Exchange Commission on June 28, 2000

                                                          Registration No. 333-
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------

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

          Washington                                      91-1011792
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)

                              2818 N. Sullivan Road
                         Spokane, Washington 99216-1897
          (Address of principal executive offices, including zip code)

               ITRON, INC. 2000 STOCK INCENTIVE COMPENSATION PLAN
                            (Full title of the plan)

                                LeRoy D. Nosbaum
                      President and Chief Executive Officer
                                   Itron, Inc.
                              2818 N. Sullivan Road
                         Spokane, Washington 99216-1897
                                 (509) 924-9900
 (Name, address and telephone number, including area code, of agent for service)
                             ----------------------
                                    Copy to:

                               LINDA A. SCHOEMAKER
                                Perkins Coie LLP
                          1201 Third Avenue, 48th Floor
                         Seattle, Washington 98101-3099
                             ----------------------
CALCULATION OF REGISTRATION FEE
------------------------------------------ ----------- -------------------- ------------------- --------------

Title of Securities                          Number to        Proposed Maximum       Proposed Maximum      Amount of
to Be Registered                             Be               Offering Price         Aggregate             Registration
Registered(1)                                Offering Price   Fee
------------------------------------------   --------------   --------------------   -------------------   --------------
Common Stock, par value $0.01 per share,
subject to outstanding options underthe:
Itron, Inc. 2000 Stock Incentive                  1,800,000   $         13,725,000(2)$        13,725,000(2)$        3,624
Compensation Plan
------------------------------------------   --------------   --------------------   -------------------   --------------
(1)      Together with an indeterminate  number of additional shares that may be
         necessary to adjust the number of shares reserved for issuance pursuant
         to such employee  benegit plan as the result of any future stock split,
         stock dividend or similar  adjustment of the  Registrant's  outstanding
         Common Stock.

(2)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rule 457(c) under the  Securities  Act of 1933, as amended,
         based on the average of high and low sales  prices for the Common Stock
         on June 26,  2000,  as  reported  for such date on the Nasdaq  National
         Market.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following   documents  filed  with  the  Securities  and  Exchange
Commission  (the  "Commission")  are hereby  incorporated  by  reference in this
Registration Statement:

                  (a) The  registrant's  annual report on Form 10-K for the year
ended  December  31,  1999  filed on March  30,  2000,  which  contains  audited
financial  statements for the most recent fiscal year for which such  statements
have been filed;

                  (b) The registrant's quarterly report on Form 10-Q for the
quarter ended March 31, 2000 filed on May 15, 2000;

                  (c) All other  reports  filed by the  registrant  pursuant  to
Section  13(a) or 15(d) of the  Securites  Exchange Act of 1934, as amended (the
"Exchange  Act"),  since the end of the fiscal year covered by the Annual Report
on Form 10-K referred to in (a) above; and

                  (d) The description of the registrant's common stock contained
in the  registration  statement on Form 8-A filed on September  18, 1993,  under
Section 12(g) of the Exchange Act, including any amendments or reports filed for
the purpose of updating such description.

         All  documents  filed by the  registrant  pursuant to  Sections  13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof,  and prior to the
filing of a post-effective amendment which indicates that the securities offered
hereby have been sold or which  deregisters  the securities  covered hereby then
remaining unsold, shall also be deemed to be incorporated by reference into this
Registration  Statement  and to be a part hereof  commencing  on the  respective
dates on which such documents are filed.

Item 4.  DESCRIPTION OF SECURITIES

         Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Sections  23B.08.500  through  23B.08.600  of the  Washington  Business
Corporation  Act (the  "WBCA")  authorize a court to award,  or a  corporation's
board of directors to grant,  indemnification to directors and officers on terms
sufficiently  broad to permit  indemnification  under certain  circumstances for
liabilities   arising  under  the  Securities  Act  of  1933,  as  amended  (the
"Securities Act"). Section 10 of the registrant's Restated Bylaws (the "Bylaws")
provides for  indemnification  of the  registrant's  directors and officers and,
with Board approval, the registrant's employees and agents to the maximum extent
permitted by Washington law. Certain of the directors of the registrant, who are
affiliated  with  principal   shareholders  of  the  registrant,   also  may  be
indemnified  against liability they may incur in their capacity as a director of
the  registrant,  including  pursuant to a liability  insurance  policy for such
purpose.

         Section  23B.08.320  of the WBCA  authorizes a  corporation  to limit a
director's liability to the corporation or its shareholders for monetary damages
for acts or omissions as a director,  except in certain circumstances  involving
intentional misconduct, knowing violations of law or unlawful distributions,  or
any transaction from which the director  personally receives a benefit in money,
property or services to which the director is not legally entitled. Article 9 of
the registrant's  Restated Articles of Incorporation  (the "Articles")  contains
provisions implementing, to the fullest extent permitted by Washington law, such
limitations on a director's liability to the registrant and its shareholders.

         Any  repeal of or  modification  to the  Bylaws  and  Articles  may not
adversely affect any right of indemnification  under the Bylaws or Articles of a
director or officer who is or was a director or officer of the registrant at the
time of such repeal or modification.

         The registrant has entered into an indemnification  agreement with each
of its executive  officers and directors in which the registrant  agrees to hold
harmless and indemnify the officer or director to the fullest  extent  permitted
by Washington law. In addition,  the registrant  agrees to indemnify the officer
or director against any and all losses, claims, damages, liabilities or expenses
incurred in  connection  with any actual,  pending or threatened  action,  suit,
claim or proceeding,  whether civil,  criminal,  administrative or investigative
and whether  formal or  informal,  in which the  officer or director  is, was or
becomes  involved by reason of the fact that the officer or director is or was a
director,  officer, employee or agent of the registrant, or that being or having
been such a  director,  officer,  employee  or agent,  such  director  is or was
serving at the  request of the  registrant  as a  director,  officer,  employee,
trustee or agent of another  corporation  or of a  partnership,  joint  venture,
trust or other enterprise, including service with respect to an employee benefit
plan,  whether the basis of such  proceeding is alleged  action (or inaction) by
the  officer  or  director  in an  official  capacity  as a  director,  officer,
employee,  trustee or agent.  The officer or director is not indemnified for any
action,  suit,  claim or  proceeding  instituted  by or at the  direction of the
officer or director  unless such action,  suit,  claim or  proceeding  is or was
authorized  by the  registrant's  Board of  Directors or unless the action is to
enforce the provisions of the indemnification agreement.

         No indemnity pursuant to the indemnification agreements may be provided
by the registrant on account of any suit in which a final, unappealable judgment
is rendered  against an officer or director  for an  accounting  of profits made
from the  purchase  or sale by the  officer or  director  of  securities  of the
registrant in violation of the  provisions of Section 16(b) of the Exchange Act,
and  amendments  thereto,  or for  damages  that have been paid  directly to the
executive  officer  or  director  by an  insurance  carrier  under a  policy  of
directors' and officers' liability insurance maintained by the registrant.

         Officers and directors of the registrant are covered by insurance (with
certain exceptions and certain limitations) that indemnifies them against losses
and liabilites  arising from certain alleged  "wrongful acts," including alleged
errors or  misstatements,  or certain other  alleged  wrongful acts or omissions
constituting neglect or breach of duty.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

Item 8.  EXHIBITS

      Exhibit
      Number                              Description

       5.1           Opinion of Perkins Coie LLP regarding legality of the
                     Common Stock being registered

      23.1           Consent of Deloitte & Touche LLP, Independent Auditors

      23.2           Consent of Perkins Coie LLP (included in opinion filed
                     as Exhibit 5.1)

      24.1           Power of Attorney (see signature page)

      99.1           Itron, Inc. 2000 Stock Incentive Compensation Plan

Item 9.  UNDERTAKINGS

A.       The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i)  To include any prospectus required by Section 10(a)(3)
 of the Securities Act;

                  (ii) To reflect in the  prospectus any facts or events arising
after the  effective  date of this  Registration  Statement  (or the most recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and

                  (iii) To include any material  information with respect to the
plan of distribution not previously disclosed in this Registration  Statement or
any material change to such information in this Registration Statement;

provided,  however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in this Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

B.  The  undersigned   registrant   hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where  applicable,  each filing of an employee  benefits plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference  in  this  Registration   Statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

C. Insofar as indemnification  for liabilities  arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Spokane,  State of  Washington,  on the 28th day of
June, 2000.

                                                      ITRON, INC.

                                             By: /s/ LEROY D. NOSBAUM
                                                     ---------------------
                                                     LeRoy D. Nosbaum
                                                     President and
                                                     Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose individual  signature appears below hereby authorizes
LeRoy D. Nosbaum and David G. Remington, or either of them, as attorneys-in-fact
with full  power of  substitution,  to  execute in the name and on the behalf of
each person,  individually  and in each capacity stated below,  and to file, any
and  all  amendments  to  this  Registration  Statement,  including  any and all
post-effective amendments.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated below on the 28th day of June, 2000.

        Signature                                   Title

/s/ LEROY D. NOSBAUM                President and Chief Executive Officer
--------------------                (Principal Executive Officer)
    LeRoy D. Nosbaum

/s/ DAVID G. REMINGTON              Vice President and Chief Financial Officer
----------------------              (Principal Financial and Accounting Officer)
    David G. Remington

/s/ S. EDWARD WHITE                 Chairman of the Board
--------------------
    S. Edward White

/s/ MICHAEL B. BRACY                Director
----------------------
    Michael B. Bracy

/s/ MICHAEL J. CHESSER              Director
----------------------
    Michael J. Chesser

/s/ TED C. DEMERRITT                Director
---------------------
    Ted C. DeMerritt

/s/ JON E. ELIASSEN                 Director
--------------------
    Jon E. Eliassen

/s/ MARY ANN PETERS                 Director
--------------------
    Mary Ann Peters

/s/ PAUL A. REDMOND                 Director
--------------------
    Paul A. Redmond

/s/ GRAHAM M. WILSON                Director
--------------------
    Graham M. Wilson
INDEX TO EXHIBITS

      Exhibit
      Number                             Description

       5.1           Opinion of Perkins Coie LLP regarding legality of the
                     Common Stock being registered

      23.1           Independent Auditors Consent

      23.2           Consent of Perkins Coie LLP (included in opinion filed
                     as Exhibit 5.1)

      24.1           Power of Attorney (see signature page)

      99.1           Itron, Inc. 2000 Stock Incentive Compensation Plan