PROSPECTUS SUPPLEMENT                          FILED PURSUANT TO RULE 424(B)(3)
TO PROSPECTUS DATED JUNE 13, 1997                  REGISTRATION NO. 333-28451

                               $63,400,000

                               ITRON, INC.
             6-3/4% Convertible Subordinated Notes Due 2004
                                   and
                          Shares of Common Stock
                     Issuable Upon Conversion Thereof
                                   and
                      2,638,600 Shares of Common Stock


         This  Prospectus  Supplement  relates to the resale by the holders (the
"Selling  Securityholders")  of 6 3/4% Convertible  Subordinated  Notes Due 2004
(the "Notes") of Itron,  Inc. (the "Company") and the shares of Common Stock, no
par value (the "Common  Stock"),  of the Company  issuable  upon the  conversion
thereof (the "Conversion Shares").

         This  Prospectus  Supplement  should  be read in  conjunction  with the
Prospectus dated June 13, 1997 (the "Prospectus"), which is to be delivered with
this Prospectus  Supplement.  All capitalized terms used but not defined in this
Prospectus Supplement shall have the meanings given them in the Prospectus.

         The  information  in the table  appearing  under the  heading  "Selling
Securityholders"  in the  Prospectus is  superseded  in part by the  information
appearing in the table below:
Securities Beneficially Notes and Conversion Shares Shares Owned After Offering ------------------------------------------ ---------------------- Principal Amount of Notes Number of Shares Number of Securities to be Percentage of Beneficially Percentage Conversion Beneficially Shares Sold--Percentage Common Owned that of Notes Shares that Owned Prior that may of Common Stock Stock Name May Be Sold Outstanding May Be Sold (1) to Offering Be Sold Outstanding (2) Amount Outstanding - ---------------- ------------- ----------- ------------- ------------ ----------- ---------------- ----------- ------------- Alexandra Global 2,300,000 3.6 97,046 * 0 -- Investment Fund 1 LTD. - ---------------- Franklin Custodian 9,000,000 14.2 379,747 2.5 0 -- Funds - Utilities - ---------------- Any other holder of Notes or future transferee, -- -- -- * 0 -- pledgee, donee or successor of or from any such other holder.(3)(4) - ---------------- -------------- ----------- ---------------- ------------ ---------- ---------------- ------------ -------------
*Less than 1%. (1) Assumes conversion of the full amount of Notes held by such Selling Securityholder at the initial conversion price of $23.70 per share; such conversion price is subject to adjustment as described under "Description of Notes--Conversion." Accordingly, the number of shares of Common Stock issuable upon conversion of the Notes may increase or decrease from time to time. Under the terms of the Indenture, fractional shares will not be issued upon conversion of the Notes; cash will be paid in lieu of fractional shares, if any. (2) Computed in accordance with Rule 13d-3(d)(i) promulgated under the Exchange Act, and based upon 14,762,791 shares of Common Stock outstanding as of January 31, 1999, treating as outstanding the number of Conversion Shares issuable upon the assumed conversion by the named Selling Securityholder of the full amount of such Selling Securityholder's Notes, but not assuming the conversion of the Notes or the exercise of warrants of any other Selling Securityholder. (3) Information concerning other Selling Securityholders will be set forth in supplements to this Prospectus from time to time, if required. (4) Assumes that any other holders of Notes, or any further transferees, pledgees, donees or successors of or from any such other holders of Notes, do not beneficially own any Common Stock other than the Common Stock issuable upon conversion of the Notes at the initial conversion rate. ------------------ FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE SECURITIES OFFERED HEREBY, SEE "RISK FACTORS" BEGINNING ON PAGE 6 OF THE PROSPECTUS. ------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------ The date of this Prospectus Supplement is February 18, 1999