As filed with the Securities and Exchange Commission on September 3, 1999

                                                        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            (I.R.S. Employer Identification No.)
  incorporation or organization)


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

                   NONQUALIFIED STOCK OPTION LETTER AGREEMENT
                            (Full title of the plan)

                               DAVID G. REMINGTON
                   Vice President and Chief Financial 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, 40th Floor
                        Seattle, Washington 98101-3099
                             ----------------------
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
------------------- ------------ ----------------- ---------------- ------------
Title of Securities Number to be  Proposed Maximum Proposed Maximum Amount of
 to Be Registered   Registered(1) Offering Price   Aggregate        Registration
                                   Per Share       Offering Price   Fee
------------------- ------------ ----------------- ---------------- ------------
<S>               <C>          <C>               <C>              <C>
Common Stock, no
par value, under the    158,975      $7.3125(2)    $1,162,504.60(2)    $323.18
Nonqualified Stock
Option Letter
Agreement
-------------------- ------------ ---------------- ---------------- ------------
</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  benefit plan as the result of any future stock split,
         stock dividend or similar  adjustment of the  Registrant's  outstanding
         Common Stock.

(2)      Shares are issuable upon exercise of an outstanding option with a fixed
         exercise  price.  Pursuant to Rule 457(h) under the  Securities  Act of
         1933, as amended, the proposed maximum aggregate offering price and the
         registration  fee have been computed upon the basis at which the option
         may be exercised.



<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,  1998,  filed on March 30,  1999,  which  contains  audited
financial  statements for the most recent fiscal year for which such  statements
have been filed;

                  (b) All other  reports  filed by the  Registrant  pursuant  to
Section 13(a) or 15(d) of the  Securities  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

                  (c) 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 Section 13(a), 13(c),
14 or 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  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 transactions from which the
director personally  receives a benefit in money,  property or services to which
the director is not 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 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 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,
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 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 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

      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           Nonqualified Stock Option Letter Agreement

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  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 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 as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all  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 3rd day of
September, 1999.

                                                     ITRON, INC.

                                      /s/ DAVID G. REMINGTON
                                      ----------------------
                                      By: David G. Remington
                                      Vice President and Chief Financial Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below authorizes David G. Remington
and Johnny M. Humphreys, 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, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities indicated below on the 3rd day of September, 1999.

      Signature                                      Title

/s/ MICHAEL J. CHESSER                President and Chief Executive Officer
-----------------------------        (Principal Executive Officer)
    Michael J. Chesser

/s/ DAVID G. REMINGTON               Vice President and 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/ JOHNNY M. HUMPHREYS                             Director
-------------------------------
    Johnny M. Humphreys

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


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

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

/s/ STUART EDWARD WHITE                             Director
---------------------------------
    Stuart Edward White



<PAGE>



                                INDEX TO 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

      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           Nonqualified Stock Option Letter Agreement
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 17601}]
{"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": "333-86581", "film-number": "99706482"}, "business-address": {"street1": "2818 N SULLIVAN RD", "city": "SPOKANE", "state": "WA", "zip": "99216", "phone": "5098913339"}, "mail-address": {"street1": "2818 NORTH SULLIVAN ROAD", "city": "SPOKANE", "state": "WA", "zip": "99216"}}
As filed with the Securities and Exchange Commission on September 3, 1999

                                                        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            (I.R.S. Employer Identification No.)
  incorporation or organization)

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

                   NONQUALIFIED STOCK OPTION LETTER AGREEMENT
                            (Full title of the plan)

                               DAVID G. REMINGTON
                   Vice President and Chief Financial 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, 40th Floor
                        Seattle, Washington 98101-3099
                             ----------------------
CALCULATION OF REGISTRATION FEE
------------------- ------------ ----------------- ---------------- ------------
Title of Securities Number to be  Proposed Maximum Proposed Maximum Amount of
 to Be Registered   Registered(1) Offering Price   Aggregate        Registration
                                   Per Share       Offering Price   Fee
------------------- ------------ ----------------- ---------------- ------------
Common Stock, no
par value, under the    158,975      $7.3125(2)    $1,162,504.60(2)    $323.18
Nonqualified Stock
Option Letter
Agreement
-------------------- ------------ ---------------- ---------------- ------------
(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  benefit plan as the result of any future stock split,
         stock dividend or similar  adjustment of the  Registrant's  outstanding
         Common Stock.

(2)      Shares are issuable upon exercise of an outstanding option with a fixed
         exercise  price.  Pursuant to Rule 457(h) under the  Securities  Act of
         1933, as amended, the proposed maximum aggregate offering price and the
         registration  fee have been computed upon the basis at which the option
         may be exercised.
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,  1998,  filed on March 30,  1999,  which  contains  audited
financial  statements for the most recent fiscal year for which such  statements
have been filed;

                  (b) All other  reports  filed by the  Registrant  pursuant  to
Section 13(a) or 15(d) of the  Securities  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

                  (c) 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 Section 13(a), 13(c),
14 or 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  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 transactions from which the
director personally  receives a benefit in money,  property or services to which
the director is not 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 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 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,
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 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 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

      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           Nonqualified Stock Option Letter Agreement

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  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 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 as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all  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 3rd day of
September, 1999.

                                                     ITRON, INC.

                                      /s/ DAVID G. REMINGTON
                                      ----------------------
                                      By: David G. Remington
                                      Vice President and Chief Financial Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below authorizes David G. Remington
and Johnny M. Humphreys, 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, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities indicated below on the 3rd day of September, 1999.

      Signature                                      Title

/s/ MICHAEL J. CHESSER                President and Chief Executive Officer
-----------------------------        (Principal Executive Officer)
    Michael J. Chesser

/s/ DAVID G. REMINGTON               Vice President and 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/ JOHNNY M. HUMPHREYS                             Director
-------------------------------
    Johnny M. Humphreys

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

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

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

/s/ STUART EDWARD WHITE                             Director
---------------------------------
    Stuart Edward White
INDEX TO 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

      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           Nonqualified Stock Option Letter Agreement