As filed with the Securities and Exchange Commission on September 10, 1998
                                                           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.
                        1996 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                               DAVID G. REMINGTON
                   Vice President and Chief Financial Officer
                              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
                                 (206) 583-8888
                           ----------------------
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
   
------------------------------------ ------------ --------------------- -------------------- -------------------
                                                                         Proposed Maximum
        Title of Securities           Number to     Proposed Maximum    Aggregate Offering       Amount of
         to Be Registered                Be        Offering Price Per        Price(2)         Registration Fee
                                     Registered(1)      Share(2)
------------------------------------ ------------ --------------------- -------------------- -------------------
Common Stock, no par value
------------------------------------ ------------ --------------------- -------------------- -------------------
<S>                                <C>          <C>                   <C>                  <C>  
   1996 Employee Stock Purchase        82,851        $ 6.875                $ 569,601          $  168.03   
   Plan
------------------------------------ ------------ --------------------- -------------------- -------------------
</TABLE>

(1)      Together with an indeterminate number of additional shares which may be
         necessary to adjust the number of shares reserved for issuance pursuant
         to the 1996  Employee  Stock  Purchase Plan as the result of any future
         stock split,  stock dividend or similar  adjustment of the Registrant's
         outstanding Common Stock.

(2)      Estimated pursuant to Rule 457(c) solely for the purpose of calculating
         the  registration  fee.  The price per share is estimated to be $6.875
         based on the  average of the high  $7.375  and low  $6.375 sales prices
         for the Common Stock on September 3, 1998 as reported by 
         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, 1997,  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  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 indicate that the securities offered
hereby have been sold or which  deregister  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 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 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.


<PAGE>


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          Itron, Inc. 1996 Employee Stock Purchase 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 10th day of
September, 1998.

                                   ITRON, INC.

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

         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 post-effective amendments to this Registration Statement.

         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 10th day of September, 1998.

       Signature                                   Title


  /s/ JOHNNY M. HUMPHREYS        Chairman of the Board, President and Chief
-----------------------------    Executive Officer (Principal Executive Officer)
      Johnny M. Humphreys


  /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/ 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          Itron, Inc. 1996 Employee Stock Purchase Plan
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 17412}]
{"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": "333-63147", "film-number": "98706958"}, "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 September 10, 1998
                                                           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.
                        1996 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                               DAVID G. REMINGTON
                   Vice President and Chief Financial Officer
                              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
                                 (206) 583-8888
                           ----------------------
CALCULATION OF REGISTRATION FEE
   
------------------------------------ ------------ --------------------- -------------------- -------------------
                                                                         Proposed Maximum
        Title of Securities           Number to     Proposed Maximum    Aggregate Offering       Amount of
         to Be Registered                Be        Offering Price Per        Price(2)         Registration Fee
                                     Registered(1)      Share(2)
------------------------------------ ------------ --------------------- -------------------- -------------------
Common Stock, no par value
------------------------------------ ------------ --------------------- -------------------- -------------------
1996 Employee Stock Purchase        82,851        $ 6.875                $ 569,601          $  168.03   
   Plan
------------------------------------ ------------ --------------------- -------------------- -------------------
(1)      Together with an indeterminate number of additional shares which may be
         necessary to adjust the number of shares reserved for issuance pursuant
         to the 1996  Employee  Stock  Purchase Plan as the result of any future
         stock split,  stock dividend or similar  adjustment of the Registrant's
         outstanding Common Stock.

(2)      Estimated pursuant to Rule 457(c) solely for the purpose of calculating
         the  registration  fee.  The price per share is estimated to be $6.875
         based on the  average of the high  $7.375  and low  $6.375 sales prices
         for the Common Stock on September 3, 1998 as reported by 
         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, 1997,  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  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 indicate that the securities offered
hereby have been sold or which  deregister  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 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 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 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          Itron, Inc. 1996 Employee Stock Purchase 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 10th day of
September, 1998.

                                   ITRON, INC.

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

         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 post-effective amendments to this Registration Statement.

         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 10th day of September, 1998.

       Signature                                   Title

  /s/ JOHNNY M. HUMPHREYS        Chairman of the Board, President and Chief
-----------------------------    Executive Officer (Principal Executive Officer)
      Johnny M. Humphreys

  /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/ 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          Itron, Inc. 1996 Employee Stock Purchase Plan