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


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



                                    FORM 8-K

                                 Current Report

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


                               September 11, 1997
                                 Date of Report
                        (Date of earliest event reported)



                         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)



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









Item 5.  Other Information


On September  11,  1997,  the Company and Duquesne  Light  Company  ("Duquesne")
signed an amendment (the  "Amendment") to their original  contract dated January
15, 1996 (the  "Agreement").  Under the  Agreement,  the Company  will  install,
operate and maintain its Fixed  Network AMR system and provide meter reading and
advanced communication services to Duquesne over a 15 year period.

The contract is currently in "Phase II," the network  construction  phase.  Of a
total of  approximately  615,000 meter  modules to be  installed,  approximately
550,000  were  installed  as of October  31,  1997.  The  Company  is  currently
providing monthly meter reads to Duquesne for approximately 440,000 meters using
its Mobile AMR system,  and is currently  providing  daily reads to Duquesne for
approximately 110,000 meters using its Fixed Network AMR system.

The  Amendment  revised  a  number  of  milestones  contained  in  the  original
Agreement.  Under the Amendment, the critical milestones during the construction
period include acceptance of Version 2.5 software by December 31, 1997, complete
system support for commercial and industrial  meter  interfaces by May 31, 1998,
and fixed network functionality  operational for a significant portion of single
phase (i.e.  residential)  accounts by June 30, 1998.  Under the  Amendment  the
Company is subject to monetary  penalties for failure to meet these  milestones.
Should  the  Company  fail to meet any of these  milestones,  Duquesne  would be
entitled to monetary  penalties  ranging from $5 million to $10 million for each
milestone missed.  The Company is currently in compliance with the Agreement and
believes it will fully satisfy all future milestones.