As filed with the Securities and Exchange Commission on June 10, 1997
                                                     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)
<TABLE>
<S>                                                              <C>    

                      Washington                                                   91-1011792
(State or other  jurisdiction of  incorporation  or organization) (I.R.S. Employer Identification No.)
</TABLE>
 
                             2818 N. Sullivan Road
                         Spokane, Washington 99216-1897
               (Address of Principal Executive Offices)(Zip Code)


                   ITRON, INC. 1989 RESTATED STOCK OPTION PLAN
                            (Full title of the plan)

                           --------------------------

                               David G. Remington
                             Chief Financial Officer
                                   ITRON, INC.
                              2818 N. Sullivan Road
                                 P.O. Box 15288
                         Spokane, Washington 99216-1897
                                 (509) 924-9900
            (Name, address and telephone number of agent for service)
                             ----------------------
                                    Copy to:
                               Linda A. Schoemaker
                                  Perkins Coie
                          1201 Third Avenue, 40th Floor
                         Seattle, Washington 98101-3099
                                 (206) 583-8888
                             ----------------------
<TABLE>
<CAPTION>            
                         CALCULATION OF REGISTRATION FEE
<S>                         <C>            <C>                      <C>                        <C>
---------------------------- -------------- ------------------------ -------------------------- ---------------------
    Title of Securities       Amount to Be      Proposed Maximum          Proposed Maximum            Amount of
     to Be Registered          Registered      Offering Price Per        Aggregate Offering        Registration Fee
                                                   Share(1)                  Price(1)
---------------------------- -------------- ------------------------ -------------------------- ---------------------
---------------------------- -------------- ------------------------ -------------------------- ---------------------
Common Stock, no par            1,800,000
value(2)                        shares (3)           $ 25.8125               $ 46,462,500             $ 14,080
---------------------------- -------------- ------------------------ -------------------------- ---------------------
(1)      Estimated pursuant to Rule 457(c) solely for the purpose of calculating
         the amount of the registration fee. The price per share is estimated to
         be $25.8125 based on the average of the high ($26.25) and low ($25.375)
         sales prices for the Common Stock on June 3, 1997, as reported by the
         Nasdaq National Market.
(2)      Including associated Common Stock Purchase Rights.
(3)      Together with an indeterminate number of additional shares which may be
         necessary to adjust the number of shares reserved for issuance pursuant
         to the Plan as the result of any future stock split,  stock dividend or
         similar adjustment of the outstanding Common Stock of the Company.
</TABLE>


<PAGE>


--------------------------------------------------------------------------------


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following  documents are hereby  incorporated  by reference in this
         Registration Statement:

         1.       The  Company's  Annual  Report on Form 10-K for the year ended
                  December  31,  1996 filed  with the  Securities  and  Exchange
                  Commission   (the   "Commission"),   which  contains   audited
                  financial  statements  for the most recent year for which such
                  statements have been filed;

         2.       The Company's  Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 1997;

         3.       The Company's Current Reports on Form 8-K dated March 18, 1997
                  and May 2, 1997; and

         4.       The description of the Company's Common Stock contained in the
                  Company's  Registration  Statement  on Form 8-A filed with the
                  Commission on September 18, 1993,  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  Securities  Exchange Act of 1934,  as amended,  after the date
hereof and prior to the filing of a  post-effective  amendment  which  indicates
that all  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 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Sections   23B.08.500  through   23B.08.600  of  the  Washington   Business
Corporation  Act  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 provides for
indemnification of the Registrant's directors, officers, 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 by such shareholders 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 Washington Business  Corporation Act 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,  self-dealing or illegal
corporate loans or  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  contains  provisions  implementing,  to the fullest
extent permitted by Washington law, such  limitations on a director's  liability
to the Registrant and its shareholders.

     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 full 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 or in any other capacity while serving 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, or for
damages that have been paid  directly to the 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 liabilities  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.

<TABLE>
<CAPTION>
Item 8. EXHIBITS
<S>                     <C>    
Exhibit Number                                              Description
---------------------     -------------------------------------------------------------------------------------

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

         23.1             Consent of Deloitte & Touche LLP

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

         24.1             Power of Attorney

         99.1             1989  Restated  Stock Option Plan  (incorporated  by reference to Appendix A to
                          the  Registrant's  Proxy  Statement  dated  April 4,  1997 relating to its 1997
                          annual shareholders meeting)
</TABLE>

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 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.  Notwithstanding the foregoing, any increase or decrease
in volume of  securities  offered (if the total dollar  value of the  securities
offered would not exceed that which was  registered)  and any deviation from the
low or high and of the estimated  maximum offering range may be reflected in the
form of  prospectus  filed  with the SEC  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20 percent
change in the maximum aggregate  offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.

                    (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.

     (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  benefit 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 there of.

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 of  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer of 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, as amended,
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 6th day of
June, 1977.

                                   ITRON, INC.


                                   /s/ David G. Remington             
                                   By:  DAVID G. REMINGTONl Officer
                                   Chief Financial Officer


                                                                    
                                POWER OF ATTORNEY

         Each person whose individual  signature appears below hereby authorizes
Johnny  M.   Humphreys   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, and any amendment thereto.

         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 6th day of June, 1997


<TABLE>
<CAPTION>
<S>                                                                <C>

                         Signature                                                Title



   /s/ Paul A. Redmond                                                  Chairman of the Board
------------------------------------------------------
   Paul A. Redmond


   /s/ Johnny M. Humphreys                                              President, Chief Executive Officer and Director
------------------------------------------------------                  (Principal Executive Officer)
   Johnny M. Humphreys


   /s/ David G. Remington                                               Chief Financial Officer (Principal Financial
------------------------------------------------------                  and Accounting Officer)
   David G. Remington


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


   /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/ Stuart Edward White                                              Director
------------------------------------------------------
   Stuart Edward White


   /s/ Graham M. Wilson                                                 Director
---------------------------------------------------------
   Graham M. Wilson
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                INDEX TO EXHIBITS
<S>                     <C>

   Exhibit Number                                             Description
---------------------     -------------------------------------------------------------------------------------

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

         23.1             Consent of Deloitte & Touche LLP 

         23.2             Consent of Perkins Coie (included in Exhibit 5.1)

         24.1             Power of Attorney (see Signature Page)

         99.1             1989  Restated  Stock Option Plan  (incorporated  by reference to  Appendix A to the
                          Registrant's  Proxy  Statement  dated  April 4,  1997  relating  to its 1997  annual
                          shareholders meeting)

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19347}]
{"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": "333-28933", "film-number": "97622151"}, "business-address": {"street1": "NORTH 2818 SULLIVAN ROAD", "city": "SPOKANE", "state": "WA", "zip": "99216", "phone": "509-891-3523"}, "mail-address": {"street1": "2818 NORTH SULLIVAN ROAD", "city": "SPOKANE", "state": "WA", "zip": "99216"}}
As filed with the Securities and Exchange Commission on June 10, 1997
                                                     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 of  incorporation  or organization) (I.R.S. Employer Identification No.)
2818 N. Sullivan Road
                         Spokane, Washington 99216-1897
               (Address of Principal Executive Offices)(Zip Code)

                   ITRON, INC. 1989 RESTATED STOCK OPTION PLAN
                            (Full title of the plan)

                           --------------------------

                               David G. Remington
                             Chief Financial Officer
                                   ITRON, INC.
                              2818 N. Sullivan Road
                                 P.O. Box 15288
                         Spokane, Washington 99216-1897
                                 (509) 924-9900
            (Name, address and telephone number of agent for service)
                             ----------------------
                                    Copy to:
                               Linda A. Schoemaker
                                  Perkins Coie
                          1201 Third Avenue, 40th Floor
                         Seattle, Washington 98101-3099
                                 (206) 583-8888
                             ----------------------
CALCULATION OF REGISTRATION FEE
---------------------------- -------------- ------------------------ -------------------------- ---------------------
    Title of Securities       Amount to Be      Proposed Maximum          Proposed Maximum            Amount of
     to Be Registered          Registered      Offering Price Per        Aggregate Offering        Registration Fee
                                                   Share(1)                  Price(1)
---------------------------- -------------- ------------------------ -------------------------- ---------------------
---------------------------- -------------- ------------------------ -------------------------- ---------------------
Common Stock, no par            1,800,000
value(2)                        shares (3)           $ 25.8125               $ 46,462,500             $ 14,080
---------------------------- -------------- ------------------------ -------------------------- ---------------------
(1)      Estimated pursuant to Rule 457(c) solely for the purpose of calculating
         the amount of the registration fee. The price per share is estimated to
         be $25.8125 based on the average of the high ($26.25) and low ($25.375)
         sales prices for the Common Stock on June 3, 1997, as reported by the
         Nasdaq National Market.
(2)      Including associated Common Stock Purchase Rights.
(3)      Together with an indeterminate number of additional shares which may be
         necessary to adjust the number of shares reserved for issuance pursuant
         to the Plan as the result of any future stock split,  stock dividend or
         similar adjustment of the outstanding Common Stock of the Company.
--------------------------------------------------------------------------------

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following  documents are hereby  incorporated  by reference in this
         Registration Statement:

         1.       The  Company's  Annual  Report on Form 10-K for the year ended
                  December  31,  1996 filed  with the  Securities  and  Exchange
                  Commission   (the   "Commission"),   which  contains   audited
                  financial  statements  for the most recent year for which such
                  statements have been filed;

         2.       The Company's  Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 1997;

         3.       The Company's Current Reports on Form 8-K dated March 18, 1997
                  and May 2, 1997; and

         4.       The description of the Company's Common Stock contained in the
                  Company's  Registration  Statement  on Form 8-A filed with the
                  Commission on September 18, 1993,  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  Securities  Exchange Act of 1934,  as amended,  after the date
hereof and prior to the filing of a  post-effective  amendment  which  indicates
that all  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 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Sections   23B.08.500  through   23B.08.600  of  the  Washington   Business
Corporation  Act  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 provides for
indemnification of the Registrant's directors, officers, 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 by such shareholders 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 Washington Business  Corporation Act 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,  self-dealing or illegal
corporate loans or  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  contains  provisions  implementing,  to the fullest
extent permitted by Washington law, such  limitations on a director's  liability
to the Registrant and its shareholders.

     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 full 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 or in any other capacity while serving 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, or for
damages that have been paid  directly to the 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 liabilities  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 8. EXHIBITS
Exhibit Number                                              Description
---------------------     -------------------------------------------------------------------------------------

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

         23.1             Consent of Deloitte & Touche LLP

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

         24.1             Power of Attorney

         99.1             1989  Restated  Stock Option Plan  (incorporated  by reference to Appendix A to
                          the  Registrant's  Proxy  Statement  dated  April 4,  1997 relating to its 1997
                          annual shareholders meeting)
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 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.  Notwithstanding the foregoing, any increase or decrease
in volume of  securities  offered (if the total dollar  value of the  securities
offered would not exceed that which was  registered)  and any deviation from the
low or high and of the estimated  maximum offering range may be reflected in the
form of  prospectus  filed  with the SEC  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20 percent
change in the maximum aggregate  offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.

                    (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.

     (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  benefit 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 there of.

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 of  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer of 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, as amended,
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 6th day of
June, 1977.

                                   ITRON, INC.

                                   /s/ David G. Remington             
                                   By:  DAVID G. REMINGTONl Officer
                                   Chief Financial Officer

                                                                    
                                POWER OF ATTORNEY

         Each person whose individual  signature appears below hereby authorizes
Johnny  M.   Humphreys   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, and any amendment thereto.

         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 6th day of June, 1997
Signature                                                Title

   /s/ Paul A. Redmond                                                  Chairman of the Board
------------------------------------------------------
   Paul A. Redmond

   /s/ Johnny M. Humphreys                                              President, Chief Executive Officer and Director
------------------------------------------------------                  (Principal Executive Officer)
   Johnny M. Humphreys

   /s/ David G. Remington                                               Chief Financial Officer (Principal Financial
------------------------------------------------------                  and Accounting Officer)
   David G. Remington

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

   /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/ Stuart Edward White                                              Director
------------------------------------------------------
   Stuart Edward White

   /s/ Graham M. Wilson                                                 Director
---------------------------------------------------------
   Graham M. Wilson
INDEX TO EXHIBITS
Exhibit Number                                             Description
---------------------     -------------------------------------------------------------------------------------

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

         23.1             Consent of Deloitte & Touche LLP 

         23.2             Consent of Perkins Coie (included in Exhibit 5.1)

         24.1             Power of Attorney (see Signature Page)

         99.1             1989  Restated  Stock Option Plan  (incorporated  by reference to  Appendix A to the
                          Registrant's  Proxy  Statement  dated  April 4,  1997  relating  to its 1997  annual
                          shareholders meeting)