As filed with the Securities and Exchange Commission on July  27, 1999
                                                     Registration No. 333-41573
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ---------------------
                                 POST-EFFECTIVE
                               AMENDMENT NO. 1 TO
                                    FORM S-3
                             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 Number)
  of incorporation or organization)

                              2818 N. Sullivan Road
                                 P.O. Box 15288
                            Spokane, Washington 99216
                                 (509) 924-9900

       (Address, including zip code, and telephone number,  including area code,
               of registrant's principal executive offices)


                               David G. Remington
                   Vice President and Chief Financial Officer
                                   Itron, Inc.
                              2818 N. Sullivan Road
                                 P.O. Box 15288
                            Spokane, Washington 99216
                                 (509) 924-9900

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                              ---------------------
                                   Copies to:
                               Linda A. Schoemaker
                                  Perkins Coie
                          1201 Third Avenue, 48th Floor
                         Seattle, Washington 98101-3099
                                 (206) 583-8888
                              ---------------------
Approximate date of  commencement  of proposed sale to the public:  From time to
   time  as  soon as  practicable  after  this  Registration  Statement  becomes
   effective.
If the only securities  being registered on this Form are being offered pursuant
   to dividend or interest reinvestment plans, please check the following box.
If any of the  securities  being  registered on this Form are to be offered on a
   delayed or continuous  basis pursuant to Rule 415 under the Securities Act of
   1933,  other than  securities  offered only in  connection  with  dividend or
   interest reinvestment plans, check the following box.
If this Form is filed to register additional securities for an offering pursuant
   to Rule 462(b) under the Securities  Act of 1933,  please check the following
   box and list the Securities Act registration  statement number of the earlier
   effective registration statement for the same offering. _______
If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
   the Securities  Act of 1933,  check the following box and list the Securities
   Act  registration  statement  number of the  earlier  effective  registration
   statement for the same offering.___X___
If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box.



DEREGISTRATION OF SECURITIES On June 3, 1997, Itron, Inc. ("Itron") filed a registration statement on Form S-3 (No. 333-41573) (the "Form S-3"), which registered $63,400,000 of its 6 3/4 % Convertible Subordinated Notes Due 2004 (the "Original Notes"), an indeterminate number of shares of its Common Stock issuable upon conversion of the Original Notes (the "Conversion Shares"), and 2,638,600 shares of its outstanding Common Stock (the "Shares"). With this Post-Effective Amendment No. 1 to the Form S-3, Itron Inc. hereby deregisters all of the Original Notes, Conversion Shares, and Shares that were registered on the Form S-3 but remain unsold.

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 a post-effective amendment to Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Spokane, State of Washington, on the 27th day of July, 1999. ITRON, INC. /S/ DAVID G. REMINGTON By: David G. Remington Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated below on the 27th day of July, 1999. Signature Title * JOHNNY M. HUMPHREYS Chairman of the Board - ------------------------------------- Johnny M. Humphreys /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 * MICHAEL B. BRACY Director - ------------------------------------- Michael B. Bracy * TED C. DEMERRITT Director - ------------------------------------- Ted C. DeMerritt * JON E. ELIASSEN Director - ------------------------------------- Jon E. Eliassen * MARY ANN PETERS Director - ------------------------------------- Mary Ann Peters * PAUL A. REDMOND Director - ------------------------------------- Paul A. Redmond * STUART EDWARD WHITE Director - ------------------------------------- Stuart Edward White * GRAHAM M. WILSON Director - ------------------------------------- Graham M. Wilson /S/ DAVID G. REMINGTON - ------------------------------------- * By: David G. Remington Attorney-in-Fact