Part 1: Financial Information


Item 1:  Financial Statements

<TABLE>
<CAPTION>

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

                                        Three months ended Sept. 30,        Nine months ended Sept. 30,
                                            1996            1995               1996           1995
                                        -------------   -------------      -------------  -------------
<S>                                     <C>             <C>                <C>            <C>
Revenue
    AMR systems                         $     28,337    $     25,079       $    100,724   $     71,088
    Handheld systems                          10,406          14,852             34,266         46,108
                                        -------------   -------------      -------------  -------------
    Total revenues                            38,743          39,931            134,990        117,196

Cost of revenues                              24,177          21,973             77,928         65,541
                                        -------------   -------------      -------------  -------------
Gross profit                                  14,566          17,958             57,062         51,655

Operating expenses
    Sales and marketing                        7,511           5,147             20,673         14,267
    Product development                       10,351           7,293             25,412         19,523
    General and administrative                 2,705           1,866              8,153          5,402
    Amortization of intangibles                  392             579              1,086          1,708
                                        -------------   -------------      -------------  -------------
    Total operating expenses                  20,959          14,885             55,324         40,900
                                        -------------   -------------      -------------  -------------
Operating income (loss)                       (6,393)          3,073              1,738         10,755

Interest and other, net                         (283)            462                 (1)         1,478
                                        -------------   -------------      -------------  -------------

Income (loss) before income taxes             (6,676)          3,535              1,737         12,233
Benefit (provision) for income taxes           2,130          (1,390)              (900)        (4,000)
                                        -------------   -------------      -------------  -------------
Net income (loss)                             (4,546)          2,145                837          8,233
                                        =============   =============      =============  =============

Net income (loss) per common share      $     (0.34)    $       0.16       $       0.06   $       0.60
                                        =============   =============      =============  =============

Pro forma information (1)    
    Income before income taxes                          $      3,535       $      1,737   $     12,233
    Provision for income taxes                                (1,240)            (1,010)        (4,290)
                                                        -------------      -------------  -------------  
    Net income                                          $      2,295       $        727    $     7,943
                                                        =============      =============  =============

Net income per common share                             $       0.17       $       0.05   $       0.58
                                                        =============      =============  =============

</TABLE>


- --------------------------------
(1)  See Note 1 of Notes to Consolidated Financial Statements.

The accompanying notes are an integral part of these financial statements.



<PAGE>


<TABLE>
<CAPTION>

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

                                                         September 30,          December 31,
                                                                  1996                  1995
                                                      -----------------      ----------------
<S>                                                   <C>                    <C>
ASSETS
Current assets
     Cash and equivalents                             $          1,565        $        6,473        
     Short-term investments                                          0                25,074
     Accounts receivable, net                                   44,851                38,015
     Inventories                                                37,964                18,065
     Other                                                       5,627                 5,919
                                                      -----------------      ----------------
     Total current assets                                       90,007                93,546

Property, plant and equipment, net                              57,182                31,741
Intangible assets, net                                          22,628                20,230
Other                                                            8,242                 4,201
                                                      -----------------      ----------------

     Total assets                                     $        178,059       $       149,718
                                                      =================      ================

LIABILITIES and SHAREHOLDERS' EQUITY
Current liabilities
     Notes payable                                    $         25,511       $

     Accounts payable and accrued expenses                      19,194                16,290
     Wages and benefits payable                                  5,144                 4,514
     Deferred revenue                                            3,972                 8,206
                                                      -----------------      ----------------
     Total current liabilities                                  53,821                29,010

Noncurrent liabilities
     Mortgage notes payable                                      6,440                 5,600
     Warranty and other obligations                              2,289                 3,835
                                                      -----------------      ----------------
     Total noncurrent liabilities                                8,729                 9,435

Shareholders' equity
     Common stock                                               97,797                94,108
     Retained earnings                                          17,606                16,969
     Other                                                         106                   196
                                                      -----------------      ----------------
     Total shareholders' equity                                115,509               111,273
                                                      -----------------      ----------------
     Total liabilities and shareholders' equity       $        178,059       $       149,718
                                                      =================      ================

</TABLE>


The accompanying notes are an integral part of these financial statements.



<PAGE>


<TABLE>
<CAPTION>

                                   ITRON, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Unaudited, in thousands)

                                                       Nine months ended September 30,
                                                              1996                  1995
                                                  -----------------      ----------------
<S>                                               <C>                    <C>
OPERATING ACTIVITIES
Net income                                        $            837       $         8,233
Noncash charges (credits) to income:
     Depreciation and amortization                           7,450                 6,128
     Deferred income taxes                                    (191)                  224
Changes in operating accounts:
     Accounts receivable                                    (6,836)                2,242
     Inventories                                           (19,899)               (6,346)
     Accounts payable and accrued expenses                   2,904                 4,074
     Deferred revenue                                       (4,234)               (2,737)
     Other, net                                             (3,085)                  859
                                                  -----------------      ----------------
Cash provided (used) by operating activities               (23,641)               12,677

INVESTING ACTIVITIES
Short-term investments                                      25,074                (7,181)
Acquisition of property and equipment                      (31,285)              (11,845)
Business acquisitions                                       (4,004)               (3,733)
Other, net                                                    (498)                  715
                                                  -----------------      ----------------
Cash used by investing activities                          (10,713)              (22,044)

FINANCING ACTIVITIES
Bank line of credit                                         25,511                     0
Mortgage notes payable                                         840                     0
Issuance of common stock                                     3,256                 3,268
Dividends paid to UTS shareholders                            (200)                 (750)
Other                                                           38                  (284)
                                                  -----------------      ----------------
Cash provided by financing activities                       29,445                 2,234
                                                  -----------------      ----------------

Decrease in cash and equivalents                            (4,908)               (7,133)

Cash and equivalents at beginning of period                  6,473                11,000
                                                  -----------------      ----------------

Cash and equivalents at end of period             $          1,565       $         3,867
                                                  =================      ================


</TABLE>





The accompanying notes are an integral part of these financial statements.



<PAGE>


                                   ITRON, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996

Note 1:  Basis of Presentation

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 and nine
month  periods  ended  September  30,  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  insofar as they relate to periods  prior to or  including
March,  25,  1996,  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 the three and nine month periods ended  September 30, 1995 exclude an income
tax provision on UTS's 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 and nine month  periods  ended
September 30, 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>

                                        September 30,          December 31,
                                                 1996                  1995
                                     -----------------      ----------------

<S>                                  <C>                    <C>
Material                             $         23,153       $         9,594
Work in process                                 1,577                   555
Finished goods                                 12,701                 7,433
                                     -----------------      ----------------
Total manufacturing inventories                37,431                17,582
Service                                           533                   483
                                     -----------------      ----------------
Total inventories                    $         37,964       $        18,065
                                     =================      ================

</TABLE>





<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  release   publicly  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 nine months ended September 30, 1996.


                                 Percentage of total revenues      Percent
Nine months ended September 30,        1996           1995          change
- --------------------------------  ----------     ----------     -----------
Revenues
    AMR systems                         75%            61%             41%
    Handheld systems                    25%            39%            (26%)
                                  ----------     ----------     -----------
    Total revenues                     100%           100%             15%

Cost of revenues                        58%            56%             19%
                                  ----------     ----------     -----------

Gross profit                            42%            44%             10%

Operating expenses
    Sales and marketing                 15%            12%             45%
    Product development                 19%            17%             30%
    General and administrative           6%             5%             51%
    Amortization of intangibles          1%             1%            (36%)
                                  ----------     ----------     -----------
    Total operating expenses            41%            35%             35%
                                  ----------     ----------     -----------

Operating income                         1%             9%            (84%)
                                  ==========     ==========     ===========

Revenues

Total revenues for the Company  decreased $1.2 million,  or 3%, to $38.7 million
in the third  quarter of 1996 from $39.9  million in the  comparable  quarter in
1995.  For the nine months ended  September 30, 1996,  total  revenues of $135.0
million were $17.8 million,  or 15%, higher than the $117.2 million in the first
three quarters of 1995.

Automatic Meter Reading (AMR) systems revenues grew $3.3 million, or 13%, in the
third quarter of 1996 over the third quarter of 1995.  For the nine months ended
September 30, 1996, AMR systems  revenues were $100.7 million,  or 41%,  greater
than the $71.1 million in the nine months ended  September 30, 1995.  The higher
revenues for both the quarter and year to date periods were primarily  driven by
increased  shipments of the Company's encoder,  receiver,  transmitter  (ERT(R))
meter modules.  The Company  shipped  approximately  17% more ERT modules in the
current  quarter than the same quarter last year and 46% more in the nine months
ended  September  30,  1996  than the  comparable  nine  month  period  in 1995.
Approximately  62% of the increased  volumes for the nine month period  resulted
from ERTs shipped to a single  customer as part of a large  multi-year  contract
signed in October of last year.  An  increase  in the  cumulative  number of AMR
customers accounted for the remainder of the increase.  Recently, many utilities
that the Company has been  working with have taken much longer to make their AMR
purchase decisions than the Company had anticipated.  These delays have impacted
the Company's AMR revenue growth trend.  The Company  believes that these delays
are caused in part by deregulation  issues and merger and acquisition  activity,
which are  affecting  the industry as a whole.  The Company  believes  that many
utilities  are in the process of resolving  these issues and that the  Company's
AMR revenues will continue to grow.  However, in the near term, AMR revenues may
not grow or may grow at a different rate than the Company has experienced in the
past.

Outsourcing revenues incorporate a variety of products and services performed by
the  Company  which  include,  but are not  limited  to,  AMR  products,  system
installation,  meter  reading  services  and meter  shop  services.  Outsourcing
revenues  for the quarter and year to date  periods  were not  material  and are
included as a  component  of AMR  revenues  in the three and nine month  periods
ending  September  30,  1996.  There were no  outsourcing  revenues  in the 1995
periods.  The Company announced a significant  outsourcing  agreement in January
1996 under which the Company will  install,  own and operate a fixed network AMR
system and provide  meter  reading and advanced  communications  services over a
fifteen year period.  Itron began installation efforts for this agreement in the
second  quarter of this year.  As of the date of this  report,  the  Company has
completed  installation  and is  successfully  reading the initial  5,000 meters
required for the first phase of this  project.  The Company has  installed  over
60,000 ERTs so far for the project.  Contractual  system acceptance of the first
phase  and  production  release  of the  Company's  first  level  fixed  network
component,  the Cell  Control Unit (CCU),  are  dependent  on  successful  field
testing of a  significant  software  release  that is  scheduled  for late 1996.
System  expansion is expected to begin late in the fourth  quarter of 1996 or in
the first quarter of 1997 once full system acceptance for the first phase of the
installation has occurred.

Handheld  systems  revenues of $10.4  million for the third quarter of 1996 were
down $4.4 million,  or 30%,  from the same quarter in 1995.  For the nine months
ended September 30, 1996,  handheld systems revenues of $34.3 million were $11.8
million,  or 26%,  lower than the  comparable  year to date period in 1995.  The
decrease in handheld  revenues  for both the quarter and nine month  periods was
primarily  due to  unusually  large  international  shipments  to  two  Japanese
utilities in the first nine months of 1995.  International  revenues  were 7% of
total  Company  revenues in the first nine months of 1996 compared to 17% in the
first nine months of 1995. The Company  expects that handheld  systems  revenues
will  continue to decline as a percentage  of total  revenues.  Future  handheld
systems  revenues  are  expected  to be  driven  increasingly  by  sales  to new
customers internationally and by upgrade and replacement sales domestically.

Gross Profit

Gross margins of 38% for the current quarter were seven percentage  points lower
than the third quarter of 1995.  Margins for the nine months ended September 30,
1996 of 42% were two  percentage  points  less than gross  margins of 44% in the
comparable  nine month  period in 1995.  The  decrease  in margins  for both the
quarter and year to date period was primarily caused by unabsorbed manufacturing
overhead  costs as well as changes in product  mix.  The Company  increased  its
manufacturing capacity in anticipation of new AMR business.  However, because of
the  AMR  order  delays  mentioned  above,  the  Company's   factories  operated
substantially  below  capacity in the third  quarter.  The Company  expects that
underutilized  manufacturing overhead costs may continue to depress gross profit
margins in the near future.




<PAGE>


Operating Expenses

Sales and  marketing  expenses  for the third  quarter  of 1996 of $7.5  million
increased  $2.4  million,  or 46%,  from the  third  quarter  of 1995,  and also
increased from 13% to 19% of revenues. For the nine month period ended September
30, 1996, sales and marketing  expenses of $20.7 million increased $6.4 million,
or 45%,  over the same  period  in 1995  and also  increased  from 12% to 15% of
revenues.  The higher  expenses  resulted from the Company's  increased focus on
strengthening  and expanding its AMR sales and marketing staff primarily related
to fixed network AMR. The Company expects that sales and marketing  expenses may
continue to be higher as a percentage of total revenues than last year.

Product  development  expenses of $10.4 million in the current quarter increased
$3.1 million,  or 42%,  over the same period in 1995.  For the nine months ended
September 30, 1996, product development increased $5.9 million, or 30%, over the
comparable  period in 1995,  and also increased as a percentage of revenues from
17% to 19%. The increase for the quarter was  primarily  due to a  non-recurring
materials  charge of  approximately  $2.1  million  which  resulted  from design
improvements to both the Company's CCU and new handheld  computer,  the GPC. The
increase in product  development  expenses for the year to date period is due to
the  materials  charge,  development  of fixed  network  components  and related
software and AMR cost reduction  programs.  The Company  expects that the higher
level  of  development  expenses,  excluding  the  non-recurring  charges,  will
continue in the foreseeable future.

General and administrative expenses of $2.7 million in the third quarter of 1996
increased  $839,000,  or 45%, over the third quarter of 1995 and also  increased
from 5% to 7% as a percentage of revenues.  For the nine months ended  September
30, 1996, general and administrative  charges were $2.8 million,  or 51%, higher
than the first nine months of 1995.  The  increase  was due to several  factors,
including UTS acquisition  costs,  salaries and related employment costs for new
management  personnel,  increased  expenses  from the expansion of the Company's
facilities and patent  litigation  fees relating to enforcement of the Company's
patents.  (See  Item  3:  Legal  Proceedings.)  In  addition,  the  Company  had
approximately   $800,000   of  expenses   in  the  third   quarter   related  to
reorganization  charges.  These  charges  were  offset  to a large  degree  by a
one-time reduction in the Company's incentive compensation.  The Company expects
that general and administrative expenses will continue to be approximately 5% to
6% of total revenues.

Interest and Other, Net

The Company had net interest  expense of $283,000 for the quarter and $1,000 for
the year to date period ended  September 30, 1996. Net interest  expense for the
quarter  and year to date  period has been  reduced  by  $90,000 of  capitalized
interest  costs  related to the  construction  of a new  facility in Spokane and
equipment for one of the Company's  outsourcing  projects.  The Company incurred
interest  expense  primarily  as a result of  borrowing  against  the  Company's
revolving line of credit.  The Company expects to incur further interest expense
in the future from continued  short-term  borrowings under the Company's line of
credit.  In the quarter and year to date periods  ended  September  30, 1995 the
Company had $462,000 and $1.5 million, respectively, in net interest income from
the investment of approximately $45 million of cash on hand in the 1995 periods.

Income Taxes

The income tax benefit in the third quarter of 1996 was 32% of pre-tax loss. The
third quarter of 1995 contained an income tax provision of approximately  39% of
pre-tax income.  For the nine month periods ending 1996 and 1995 the Company had
income tax provisions of 52% and 33% of pre-tax income, respectively. The higher
1996 rate is primarily due to two aspects of the Company's  acquisition  of UTS.
One  aspect  involved  state  taxation  and the other  involved  a change in tax
accounting methods that accelerated net income recognition.





<PAGE>


FINANCIAL CONDITION

Operating  activities consumed $23.6 million in cash in the first nine months of
1996  compared  to  generating  $12.7  million in cash during the same period in
1995. The decrease in cash flow from  operations  was caused by several  factors
including  increased  inventory  levels  which  were  built in  anticipation  of
expected new  contracts  that have been  delayed,  initial  expenses for a large
outsourcing  contract and higher  accounts  receivable.  Accounts  receivable at
September 30, 1996 include $15.9 million in accrued or unbilled receivables from
a  significant  customer  for which the  Company  recognizes  revenue  upon unit
shipment and invoices upon  installation  of those units.  At December 31, 1995,
the unbilled receivable from this same customer was $7.5 million.

Investing  activities  consumed  $10.7  million in the nine month  period  ended
September 30, 1996 compared to consuming $22.0 million in the comparable  period
in 1995. The Company  generated cash by liquidating  $25.1 million of short-term
investments  in the first half of 1996 and used the cash to partially fund $31.3
million of  property  and  equipment  additions  and $4.0  million  in  business
acquisitions.  Property  and  equipment  additions  in 1996 were  primarily  for
equipment and facilities related to the expansion of manufacturing capacity, and
secondarily  for  equipment  for  use  in  outsourcing   agreements.   Long-term
outsourcing   contracts   require   substantial   cash  because  the  agreements
necessitate   upfront   investments  by  the  Company  for  both  equipment  and
installation  costs while  receipts  under the  contracts  are  collected by the
Company  ratably  over  the  life of the  contract.  Because  the  manufacturing
capacity expansion is substantially complete, Itron anticipates spending less on
capital additions during the remainder of the year than it did in the first nine
months.  In the nine month period ended September 30, 1995, the Company invested
$7.2 million of cash in  short-term  investments,  $11.8 million in property and
equipment additions and $3.7 million in business acquisitions.

Financing  activities  in the first nine months of 1996  provided  $29.5 million
compared to $2.2 million in the comparable period in 1995.  Sources of cash from
financing activities during the 1996 period consisted of borrowing approximately
$25.5 million under the Company's bank line of credit,  $840,000 from a note due
in  connection  with a building  purchase  and  receiving  $3.3 million from the
exercise of stock options.  The Company generated $3.3 million in the comparable
nine months of 1995 from the  exercise of stock  options and 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  and the Company does not  anticipate  paying  dividends to
common shareholders in the foreseeable future.

Existing sources of liquidity at September 30, 1996 include  approximately  $1.6
million of cash on hand and $24.5  million  of  available  borrowings  under the
Company's bank line of credit agreement. The Company believes that it has enough
cash and available borrowings under its current line of credit agreement to fund
operations  through the remainder of the year and is currently in discussions to
expand  its  existing  line of credit.  Because  the  Company  expects to need a
substantial amount of cash in the future for outsourcing agreements, Itron plans
to obtain  additional  financing  for these  agreements  through a separate bank
warehousing facility,  structured project financings,  or offerings of equity or
debt securities.



<PAGE>


 
                           Part 2: Other Information

Item 3:  Legal Proceedings

On October 3, 1996, Itron filed a patent  infringement suit against CellNet Data
Systems  ("CellNet"),  a California  corporation.  The suit, filed in the United
States  District  Court of  Minnesota,  claims that CellNet is infringing on the
Company's  United States Patent No.  5,553,094,  entitled  "Radio  Communication
Network for Remote Data Generating  Stations,"  issued on September 3, 1996. The
Company is seeking  injunctive  relief as well as  monetary  damages,  costs and
attorneys' fees.



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 October 3, 1996, was filed  subsequent to
         the  quarter  ended   September  30,  1996  and  related  to  a  patent
         infringement  suit filed against  CellNet Data Systems.  The report was
         filed  pursuant to Item 5 of Form 8-K and did not include any financial
         information.



<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:  November 13, 1996









<TABLE>
<CAPTION>

                                                 ITRON, INC.
                               STATEMENT RE COMPUTATION OF EARNINGS PER SHARE
                                       (Unaudited, shares in thousands)


                                                                 Three months                   Nine months
                                                             ended September 30,            ended September 30,
                                                          --------------------------    --------------------------
Primary Shares:                                                 1996           1995           1996           1995
                                                          -----------   ------------    -----------   ------------
<S>                                                       <C>           <C>             <C>           <C>   
Weighted average number of common shares outstanding          13,336         13,129         13,274         13,076

Dilutive effect of outstanding stock options and warrants          0            635            835            672
                                                          -----------   ------------    -----------   ------------

Primary weighted average shares outstanding                   13,336         13,764         14,109         13,748
                                                          ===========   ============    ===========   ============
</TABLE>


<TABLE>
<CAPTION>

                                                                 Three months                   Nine months
                                                             ended September 30,            ended September 30,
                                                          --------------------------    --------------------------
Fully Diluted Shares:                                           1996           1995           1996           1995
                                                          -----------   ------------    -----------   ------------
<S>                                                       <C>           <C>             <C>           <C>   
Weighted average number of common shares outstanding          13,336         13,129         13,274         13,076

Dilutive effect of outstanding stock options and warrants          0            700            835            723
                                                          -----------   ------------    -----------   ------------

Fully diluted weighted average shares outstanding             13,336         13,829         14,109         13,799
                                                          ===========   ============    ===========   ============
</TABLE>









<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                           1,565
<SECURITIES>                                         0
<RECEIVABLES>                                   45,294
<ALLOWANCES>                                     (443)
<INVENTORY>                                     37,964
<CURRENT-ASSETS>                                90,007
<PP&E>                                          85,102
<DEPRECIATION>                                (27,920)
<TOTAL-ASSETS>                                 178,059
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<EPS-PRIMARY>                                      .06
<EPS-DILUTED>                                      .06
        

</TABLE>