=============================================================
                   UNITED STATES
         SECURITIES AND EXCHANGE COMMISSION
              Washington, D.C. 20549

FORM 10-Q

(mark one)
/X/	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES 	EXCHANGE ACT OF 1934

    For the quarterly period ended March 31, 1996

OR

/ /	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 	
	SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
       For the transition period from	to

          Commission file number 0-22418

                   ITRON, INC.
(Exact name of registrant as specified in its charter)
  
	   	WASHINGTON                  						 91-1011792
(State of Incorporation)		(I.R.S. Employer Identification Number)

               2818 NORTH SULLIVAN ROAD
            SPOKANE, WASHINGTON  99216-1897
                    (509) 924-9900
(Address and telephone number of registrant's principal executive 
offices)

Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months (or for such 
shorter period that the registrant was required to file such reports), 
and (2) has been subject to such filing requirements for the past 90 
days. Yes /X/  No / /

As of April 30, 1996, there were outstanding 13,254,849 shares of the 
registrant's common stock, no par value, which is the only class of 
common or voting stock of the registrant.

=============================================================


<PAGE>

Part 1:  Financial Information


Item 1:  Financial Statements

ITRON, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)

<TABLE>
<CAPTION>
					  	Three months ended March 31,
				                	        	199	   			1995
<S>					                	 <C>    				<C>
Revenues							
AMR systems				            $	37,294		 $21,015 
Handheld systems			         	10,758	 		17,106 
Total revenues				          	48,052 			38,121 
							                      ------			 ------
Cost of revenues         				26,550			 21,316 
							
Gross profit             				21,502 			16,805 
							
Operating expenses							
	Sales and marketing			       6,568 			 4,512 
	Product development			       7,375 			 6,108 
	General and administrative 	 3,002 	 	 1,576 
	Amortization of intangibles	   332 	 	   566
			                      				------		 	------ 
	Total operating expenses		  17,277 			12,762 
							                      ------			 ------
Operating income			 	         4,225 			 4,043 
							
Interest and other, net			      273 			   450 
				                      			------ 			------
Income before income taxes 		 4,498 			 4,493 
Provision for income taxes	 	(1,470)			(1,230)
						                      	------ 			------
Net income				            	$	 3,028 		$ 3,263 
						                      	======		 	======
Net income per share    			$	   .21		$	   .24
							
PRO FORMA INFORMATION (1)							
	Income before income taxes$	 4,498 		$ 4,493 
	Provision for income taxes 	(1,580)	 	(1,580)
							                      ------	 		------
	Net income				            $	 2,918 		$ 2,913 
						                      	====== 			======
	Net income per share	    	$	   .21		$	   .21
_____________
(1)  See Note 1 of Notes to Consolidated Financial Statements.

The accompanying notes are an integral part of these financial 
statements.
</TABLE>


Page 2

<PAGE>
ITRON, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands)

<TABLE>
<CAPTION>
						                              	March 31,		December 31,
                                   							1996     				1995
<S>                            							<C>     			<C>
ASSETS						
Current assets						
	Cash and cash equivalents      	     	$	 7,726	  $   6,473 
	Short-term investments			                8,550    		25,074 
	Accounts receivable, net			             45,820 	   	38,015 
	Inventories	                   			     	21,663    		18,065 
	Deferred income tax benefit, net	        4,531    		 4,531 
	Other			 				                            2,639    		 1,388
								                                 ------    		------ 
	Total current assets     				           90,929    		93,546 
						
Property, plant and equipment, net     		37,573    		31,741 
Intangible assets, net               				19,321 		   20,230 
Other								                             5,190    		 4,201 
								                                 ------    		------
Total assets	     				                $ 153,013 	 $ 149,718 
						     	                            =======	   ========
						
LIABILITIES and SHAREHOLDERS' EQUITY						
Current liabilities						
	Accts payable and acc. expenses      $ 	21,479   $  20,804 
	Deferred revenue	              		      	 6,383       8,206
								                                 ------	    	------ 
	Total current liabilities	     	       	27,862    		29,010 
						
Noncurrent liabilities						
	Note payable                 			 	     	 5,600    		 5,600 
	Warranty and other obligations		         2,232    		 2,160 
	Deferred income taxes, net		             2,163    		 1,675
							                                  ------     	------ 
	Total noncurrent liabilities     		      9,995    		 9,435 
						
Shareholders' equity						
	Common stock	                  			     	95,132    		94,108 
	Retained earnings				                   19,797    		16,969 
	Other			   				                            227    		   196
							                                 -------    	------- 
	Total shareholders' equity	            115,156	    111,273 
                                        -------     -------						
Total liab. and shareholders' equity $  153,013   $ 149,718 
						                                 	=======		   =======

The accompanying notes are an integral part of these financial 
statements.
</TABLE>

Page 3


<PAGE>
ITRON, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
Three months ended March 31,

<TABLE>
<CAPTION>
					   		                              	1996	  		 	1995
<S>						                          		<C>	    			<C>
OPERATING ACTIVITIES							
Net income					                      	$	 3,028		 $ 3,263 
Noncash charges to income:							
	Depreciation and amortization		         2,200 			 2,055 
	Deferred income taxes		                   488 			   323 
Changes in operating accounts:							
	Accounts receivable			                	(7,805)			 4,434 
	Inventories			  	                    	 (3,598)	  (3,746)
	Accounts payable and acc. exp.	           718 			   701 
	Deferred revenue			                  	 (1,823)			    53 
	Other, net			   	                     	(1,140)   (1,551)
							                               	-------	 		-------
	Cash provided (used) by oper act.      (7,932) 		 5,532 
							
INVESTING ACTIVITIES							
Short-term investments			              	16,524 			(1,452)
Acquisition of prop, plant  and equip.	 (7,594)			(2,924)
Capitalized software	             			      		0		 	   (62) 
Other, net				 			                        (487)			   507 
							                              	 -------			-------
	Cash used by investing act.	            8,443 			(3,931)
							
FINANCING ACTIVITIES							
Issuance of common stock	           			    941  		 2,016 
Dividends paid to UTS shareholders		      (200)			  (100)
Payments of capital lease obligations	       1 			  (276)
	Cash provided (used) by fin. act.	        742 			 1,640 
			                                    -------   -------   				
Increase (dec.) in cash and equivalents  1,253 			 3,241 
	                                      						               
Cash and cash equiv. at beg. of period   6,473 			11,000 
			                                    -------   -------				
Cash and cash equiv. at end of period $	 7,726 	$	14,241 
                                       =======   =======


The accompanying notes are an integral part of these financial 
statements.
</TABLE>



Page 4



<PAGE>
ITRON, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996

Note 1:  Basis of Presentation

The consolidated financial statements presented in this Form 10-Q are 
unaudited and reflect, in the opinion of management, all normal 
recurring adjustments necessary for a fair presentation of operations 
for the three month period ended March 31, 1996.  Certain information 
and footnote disclosures normally included in financial statements 
prepared in accordance with generally accepted accounting principles 
have been condensed or omitted pursuant to the rules and regulations 
of the Securities and Exchange Commission.  These condensed 
consolidated financial statements should be read in conjunction with 
the audited consolidated financial statements and the notes thereto 
included in the Company's Form 10-K for the year ended December 31, 
1995 as filed with the Securities and Exchange Commission on March 31, 
1996.

Itron acquired Utility Translation Systems, Inc. (UTS), on March 25, 
1996, in a pooling-of-interests business combination.  Accordingly, 
the accompanying financial statements have been restated to include 
the financial position and results of operations for the combined 
companies for all periods presented.  Prior to the acquisition UTS was 
treated as an S corporation under the internal revenue code.  The 
income of an S corporation is taxed directly to the shareholders and 
no federal or state income taxes are paid by the company.  
Consequently, the combined results of operations for the first quarter 
of 1996 and 1995 exclude an income tax provision on UTS' earnings.  
Pro forma net income per share, which reflects a provision for income 
taxes as if UTS was taxed as a C corporation, is provided in the 
accompanying statement of operations.

The results of operations for the three month period ended March 31, 
1996 are not necessarily indicative of the results expected for the 
full fiscal year or for any other fiscal period.


Note 2:  Inventories

Inventories consist of the following (unaudited, in thousands):


<TABLE>
<CAPTION>
                        							March 31,		December 31,
			    				                        	1996		       1995
<S>					                     		<C>	      		<C>
Material				 	                 	$12,914 		    $ 9,594 
Work in process	  		   	  	       1,141 		        555 
Finished goods	   		  	  	        7,079 		      7,433 
							                        --------	 	  ---------
Total manufacturing inventories	 21,134 		     17,582 
					
Service              	     					    529 		        483 
						                        	--------	  	 ---------
Total inventories	 		          	$21,663 		    $18,065
						                        	========	  	 =========

</TABLE>

Page 5



<PAGE>
Note 3:  Acquisition

On March 25, 1996 the Company acquired UTS through a merger of UTS 
with a wholly owned subsidiary of the Company.  Pursuant to the 
Agreement and Plan of Merger dated March 24, 1996 the Company issued 
971,427 shares of unregistered Itron Common Stock to the shareholders 
of UTS in exchange for all of the UTS outstanding shares.  The Merger 
was accounted for as a pooling-of-interests and is treated as a tax-
free exchange.

Page 6


<PAGE>

I
tem 2:   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
AND 			RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

When used in this discussion the words "expects", "anticipates" and 
similar expressions are intended to identify forward-looking 
statements.  Such statements are subject to certain risks and 
uncertainties that could cause actual results to differ materially 
from those projected.  Factors which could affect the Company's 
financial results are described below and in the Company's latest 
Annual Report on Form 10-K filed with the Securities and Exchange 
Commission.  Readers are cautioned not to place undue reliance on 
these forward-looking statements which speak only as of the date 
hereof.  The Company undertakes no obligation to publicly release the 
result of any revisions to these forward-looking statements that may 
be made to reflect events or circumstances after the date hereof or to 
reflect the occurrences of unanticipated events.

The following table summarizes the major components of and changes in 
operating income for the quarter ended March 31, 1996.


<TABLE>
<CAPTION>
                   					Percentage of total revenue	Percentage
Quarter ended March 31,	              		1996		1995		Change
<S>						                              <C>   <C>   <C>
Revenues  								
	AMR systems			            	             78%	 	55%		 77%
	Handheld systems		                     	22%	 	45%		(37%)
	Total revenues	         		            	100%		100%		 26%
								
Gross profit                     	   				45%	 	44%		 28%
								
Operating expenses								
	Sales and marketing	            	      	14%	 	12% 		46%
	Product development		                  	15%	 	16% 		21%
	General and administrative              	6% 	 	4%		 90%
	Amortization of intangibles 	            1%	  	1%		(41%)
	Total operating expenses	  	            36%	 	33%	 	35%
								
Operating income	                      			9%	 	11%	  	5%
</TABLE>


REVENUES

Total revenues for the Company increased $9.9 million, or 26%, to 
$48.1 million in the first quarter of 1996 from $38.1 million in the 
comparable quarter in 1995.  Total revenues excluding UTS increased 
$10.5 million, or 29%, in the current quarter over the same quarter in 
1995.

AMR systems revenues grew $16.3 million, or 77%, in the current 
quarter over the first quarter of 1995.  The higher revenues were 
driven by increased shipments of the Company's encoder, receiver, 
transmitter (ERT) meter
Page 7 


<PAGE>
modules.  The Company shipped 82% more ERT modules in the quarter 
ended March 31, 1996 than the same quarter last year.  The increased 
volumes resulted from a substantial amount of ERTs shipped for a large 
multi-year contract signed in October of last year, an increase in the 
number of customers involved in AMR pilots or permanent installations 
and initial AMR outsourcing revenues.

Outsourcing revenues incorporate a variety of sales and services 
performed by the Company which include, but are not limited to, AMR 
product sales, system installation, meter reading services and meter 
shop services.  The Company began installation efforts for its first 
outsourcing agreement at the end of 1995 and initial  meter reading 
services for that agreement during the current quarter.  Outsourcing 
revenues for the quarter were not material and are included as a 
component of AMR revenues.  The Company announced its second, and 
largest, outsourcing agreement in January of 1996.  Under this 
agreement the Company will install, own and operate a fixed network 
and provide meter reading and advanced communications services over a 
fifteen year period.  There were no revenues related to this agreement 
during the current quarter.  The Company expects that outsourcing 
revenues will become a larger percentage of total revenues in the 
future.

Handheld systems revenues were down $6.3 million, or 37%, in the 
current quarter from the same quarter in 1995 primarily due to lower 
international shipments.  The Company generated approximately $7.6 
million in revenues in the first quarter of 1995 from shipments to a 
Japanese utility as part of the largest handheld systems order that 
the Company has ever received.  Shipments relating to this order were 
completed in the fourth quarter of 1995.  International revenues were 
6% of total Company revenues in the quarter ended March 31, 1996 
compared to 25% in the comparable quarter in 1995.  Handheld systems 
revenues have historically been nonlinear and are expected to continue 
to be so in the future.  The Company expects that handheld systems 
revenues will continue to decline as a percentage of total revenues 
compared to the previous year.  Future handheld systems revenues are 
expected to be driven by sales to new customers internationally and by 
upgrade and replacement sales  domestically.

GROSS PROFIT

Gross margins of 45% for the current quarter improved one percentage 
point over gross margins of 44% in the same quarter in 1995.  The 
improvement was due to higher margins on handheld systems which were 
partially offset by a slight decline in AMR gross margins in the 
current quarter compared to the same quarter last year.  Handheld 
systems margins were higher in the current quarter because of the 
shipment to a Japanese utility in 1995 which had a lower than usual 
margin.

OPERATING EXPENSES

Sales and marketing expenses of $6.6 million increased $2.1 million, 
or 46%, from the first three months of 1995 to the first three months 
of 1996, and also increased from 12% to 14% of revenues.  The higher 
expenses resulted from 
Page 8


<PAGE>
the Company's increased focus on strengthening and expanding its AMR 
sales and marketing staff.  The Company expects that sales and 
marketing expenses will
continue to increase in total in the future and may  also increase as 
a percentage of revenues compared to 1995.

Product development expenses of $7.4 million in the current quarter 
increased $1.3 million, or 21%, over the same period in 1995 primarily 
due to development of next generation fixed network components and AMR 
cost reduction efforts.  The Company expects that the increased level 
of development will continue but will begin to gradually decrease as a 
percentage of revenues over the long-term.

General and administrative expenses of $3.0 million increased $1.4 
million, or 90%, in the first quarter of 1996 from the first quarter 
of 1995.  The increase was due to several factors which included UTS 
acquisition costs, salaries and related employment costs for new 
personnel including the Chief Operating Officer and increased legal 
and other expenses related to outsourcing agreements.

INTEREST AND OTHER, NET

Net interest income for the three months ended March 31, 1996 
decreased 39% from the comparable three months in 1995 due to a lower 
level of cash and short-term investments.

INCOME TAXES

Income taxes for the first quarter of 1996 were 33% of pre-tax income 
compared to 27% in the corresponding period of 1995.  There was no 
provision for income taxes in either quarter for UTS' results of 
operations.  The lower 1995 rate was due to a larger proportion of 
earnings from UTS in the quarter ended March 31, 1995 than in the 
current quarter.  The effective income tax rate for 1995 was 34% of 
pre-tax income.  The Company expects the full year 1996 tax rate may 
be slightly higher than the full year 1995 rate.

Page 9


<PAGE>
FINANCIAL CONDITION

Operating activities consumed $7.9 million in cash in the first 
quarter of 1996 compared to generating $5.5 million in cash during the 
same quarter in 1995.  The primary reason for the difference was the 
timing of accounts receivable collections during the first quarter of 
1996 caused by having non-linear shipments during the quarter as well 
as unusually fast payment terms on the Japanese shipments during the 
1995 quarter.

Investing activities generated $8.4 million in the three month period 
ended March 31, 1996 compared to consuming $3.9 million in the 
comparable period in 1995.  The Company generated cash by liquidating 
$16.5 million in short-term investments in the current quarter.  The 
cash was used to fund $7.6 million of additional property and 
equipment in the first quarter of 1996 compared to $2.9 million for 
the first quarter of 1995.  The additions in the current quarter were 
primarily for additional equipment at both of the Company's 
manufacturing locations.  Itron anticipates spending substantially 
more on capital additions during the remainder of the year for 
expansion of manufacturing capacity and equipment to be installed 
under long-term outsourcing contracts.

Financing activities in the first quarter of 1996 provided $742,000 
due to the exercise of stock options.  The Company generated $1.6 
million in the comparable quarter in 1995 primarily due to the 
exercise of the overallotment of 75,000 shares related to the 
Company's follow-on offering in December 1994.  Dividends paid to UTS 
shareholders for both periods relate to distributions prior to the 
acquisition.  Itron has never paid dividends to its common 
shareholders nor does the Company anticipate paying dividends to 
common shareholders in the foreseeable future.

Existing sources of liquidity at March 31, 1996 include approximately 
$16.3 million of cash and short-term investments and $15.0 million of 
available borrowings under the Company's bank line of credit 
agreement.  Itron expects to need a substantial amount of cash in 1996 
because of its outsourcing agreements and is in the process of 
expanding its bank line of credit.  The Company also plans to obtain 
financing through structured project financing, public offerings of 
equity or debt securities , bank borrowings or any combination 
thereof.

Page 10


<PAGE>
P
art 2:  Other Information


Item 6:  Exhibits and Reports on Form 8-K

a)	Exhibits
	
	Exhibit 11 - Statement re Computation of Earnings per Share

 Exhibit 27 - Financial Data Schedule

b)	Reports on Form 8-K

One report on Form 8-K, dated January 15, 1996, was filed during 
the quarter ended March 30, 1996, pursuant to Item 5 of that form.  
The report related to the Utility Automated Meter Data Acquisition 
Equipment Lease and Services Agreement entered into by the Company and 
Duquesne Light Company.  No financial statements were filed as part of 
that report.


Subsequent to the end of the first quarter of 1996, on April 18, 
1996 the Company filed a report on Form 8-K dated March 25, 1996 
relating to the UTS acquisition.  The report was filed pursuant to 

Item 5 of Form 8-K and included restated quarterly financial 
information for 1995.

Page 11




<PAGE>

SIGNATURE


Pursuant to the requirements of the Securities Exchange Commission Act 
of 1934, the registrant has duly caused this report to be signed on 
its behalf by the undersigned thereunto duly authorized.


						ITRON, INC.
						(Registrant)



						By:	DAVID G. REMINGTON
							David G. Remington
							Vice President and 
							Chief Financial Officer
							(Authorized Officer and Principal 
							Financial Officer)


Date:  May 15, 1996


Page 12










<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1996
<CASH>                                           7,726
<SECURITIES>                                     8,550
<RECEIVABLES>                                   46,011
<ALLOWANCES>                                      (191)
<INVENTORY>                                     21,663
<CURRENT-ASSETS>                                90,929
<PP&E>                                          61,712
<DEPRECIATION>                                 (24,139)
<TOTAL-ASSETS>                                 153,013
<CURRENT-LIABILITIES>                           27,862
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        95,132
<OTHER-SE>                                         227
<TOTAL-LIABILITY-AND-EQUITY>                   153,013
<SALES>                                         48,052
<TOTAL-REVENUES>                                48,052
<CGS>                                           26,550
<TOTAL-COSTS>                                   26,550
<OTHER-EXPENSES>                                17,277
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 273
<INCOME-PRETAX>                                  4,498
<INCOME-TAX>                                     1,470
<INCOME-CONTINUING>                              3,028
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     3,028
<EPS-PRIMARY>                                      .21
<EPS-DILUTED>                                      .21
        

</TABLE>






<TABLE>
<CAPTION> 
  
ITRON, INC.       
STATEMENT RE COMPUTATION OF EARNINGS PER SHARE
(Unaudited, shares in thousands)
For the three months ended March 31,

PRIMARY EARNINGS PER SHARE CALCULATION                        1996       1995
<S>                                                         <C>         <C>
Weighted average number of common shares outstanding        13,202   		 13,010
Dilutive effect of outstanding common stock options and
 warrants based on average market price                        908         656
                                                            ------      ------
Primary weighted average shares outstanding based on
 average market price                                       14,110      13,666
                                                            ======      ======
Primary EPS based on average market price                    $0.21       $0.24

FULLY DILUTIVE EPS CALCULATION
Weighted average number of common shares outstanding        13,202      13,010
Dilutive effect of outstanding common stock options and
 warrants based on ending market price                         962         656
                                                            ------      ------
Fully dilutive weighted average shares outstanding
 based on ending market price                               14,164      13,666
                                                            ======      ======
Fully Diluted EPS based on ending market price               $0.21       $0.24

</TABLE>