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                                  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


                               May 2, 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)



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Item 5.       Other Events

         On May 2, 1997, Itron, Inc. ("Itron" or the "Company")  acquired Design
Concepts,  Inc.  ("DCI")  through a merger (the  "Merger")  of DCI with a wholly
owned  subsidiary  of the Company.  Pursuant to the Agreement and Plan of Merger
dated April 30, 1997 (the "Merger Agreement"), the Company issued 759,297 shares
of  unregistered  Itron  common  stock  to the  shareholders  of DCI  (the  "DCI
Shareholders") in exchange for all outstanding  shares of DCI. In addition,  all
outstanding  options to  purchase  DCI shares  were  converted  into  options to
purchase an aggregate of 19,921  shares of Itron  common  stock.  The Merger was
accounted  for  as  a  pooling  of  interests  and  is  treated  as  a  tax-free
reorganization.  Pursuant  to the  Merger  Agreement  and an  Escrow  Agreement,
certificates representing 75,930 of the shares issued in the Merger (the "Escrow
Shares") were deposited with Chase Trust Company of California, as escrow agent,
in order to compensate  Itron for any losses incurred by reason of any breach by
DCI of the Merger  Agreement  (the  "Escrow").  The Escrow  terminates on May 2,
1998,  at which time any Escrow  Shares not subject to a disputed  claim will be
released to the DCI Shareholders.

         In connection with the Merger Agreement, Itron and the DCI Shareholders
entered into a Registration  Rights Agreement pursuant to which Itron granted to
the DCI Shareholders the right to participate in Company registrations occurring
on or prior to May 2, 1998. The DCI Shareholders may request  inclusion of up to
75,930 shares in such registration.

         DCI, which is headquartered in Boise, Idaho,  supplies  telephone-based
automatic  meter reading  ("AMR")  systems to electric  utilities  which include
features for outage  detection and power quality  monitoring and time-of-use and
hourly  consumption  reads.  DCI has been providing  outage  detection and power
quality monitoring equipment to electric utilities since it was founded in 1990.
DCI systems are  installed at close to 100  utilities  worldwide.  DCI's primary
product  has been the Sentry  family of low cost  products  designed  to provide
comprehensive power quality  information  including power outages and under/over
voltage conditions. Recently, the Sentry product line was expanded to include an
AMR product,  the Sentry  Series 5. In addition to power quality  features,  the
Series 5 product line  incorporates  AMR  capabilities,  including  consumption,
time-of-use, demand and interval metering.

Item 7:       Exhibits


      Exhibit
       Number         Description
        2.2           Registration Rights Agreement, dated as of May 2, 1997, 
                      by and among Itron, Inc. and the former shareholder of 
                      Design Concepts, Inc.

The  registrant  agrees  to  furnish  supplementally  any  omitted  exhibits  or
schedules to the Commission upon request.







                                    SIGNATURE

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

                                   ITRON, INC.
                                  (Registrant)

                                       By:   /s/ David G. Remington
                                             David G. Remington
                                             Chief Financial Officer
                                             (Authorized officer and 
                                              Principal Financial Officer)

Dated:  May 27, 1997


                          REGISTRATION RIGHTS AGREEMENT



         This REGISTRATION  RIGHTS AGREEMENT (this  "Agreement") is entered into
as of May 2, 1997, among Itron, Inc., a Washington  corporation (the "Company"),
and the Holders (as defined below).

                                    RECITALS

         A. The Company is entering into an Agreement and Plan of Merger,  dated
as of the date hereof (the "Merger Agreement"), with ITR Acquisition Corporation
("Sub"),  Design Concepts,  Inc. ("DCI") and Steven L. Hodges, pursuant to which
Sub will  merge  with DCI  (the  "Merger"),  which  will  become a wholly  owned
subsidiary  of the  Company,  and the  Company  will issue  shares of its Common
Stock, no par value (the "Common Stock"), to the shareholders of DCI.

         B. In  consideration  of DCI's execution of the Merger  Agreement,  the
Company has agreed to grant certain  registration  rights with respect to 10% of
the shares of Common Stock to be issued in the Merger.

         C. The parties to this Agreement  hereby agree that this Agreement will
become  effective  on and  be  dated  as of  the  date  of  the  closing  of the
transactions  contemplated  by the Merger  Agreement and will be of no force and
effect should such transactions not be consummated.

                                    AGREEMENT

         Now, therefore,  for good and valuable consideration,  the adequacy and
receipt of which is acknowledged, the parties hereto agree as follows:

         Section 1.  Certain Definitions

         As used in this Agreement, the following terms shall have the following
respective meanings:

                  (a) "Commission"  shall mean the United States  Securities and
Exchange  Commission  or any  other  United  States  federal  agency at the time
administering the Securities Act.

                  (b) "Existing  Agreement"  shall mean the Amended and Restated
Registration  Rights  Agreement,  dated  March 25,  1996,  among the Company and
certain holders of the Company's securities.

                  (c) "Holder"  shall mean any of the parties listed on Schedule
A hereto that hold outstanding  Registrable  Securities which have not been sold
to the public.

                  (d) "Register,"  "Registered"  and  "Registration"  refer to a
registration  effected  by  preparing  and filing a  registration  statement  in
compliance  with the  Securities  Act (the  "Registration  Statement"),  and the
declaration or ordering of the effectiveness of such Registration Statement.

                  (e) "Registrable Securities" shall mean (i) a number of shares
of Common  Stock  owned by the  Holders  which is equal to 10%  (rounded  to the
nearest whole  number) of the aggregate  number of shares of Common Stock issued
in the Merger and (ii) all the Common  Stock of the Company  issued with respect
to such shares by reason of stock  dividends,  stock  splits,  or  combinations,
recapitalizations or other similar corporate action;  provided,  however, in any
Registration,  the Holders as a group shall be entitled only to sell that number
of Registrable  Securities  equal to the maximum number of shares eligible to be
sold pursuant to the Registration, and, absent an agreement among the Holders to
the  contrary,  each  Holder  shall be  entitled  only to sell  that  number  of
Registrable  Securities  equal to such maximum  number  multiplied by a fraction
equal to the Registrable Securities held by such Holder divided by the number of
Registrable  Securities  held by all  Holders  at the time of the filing of such
Registration.

                  (f)  "Registration  Expenses" shall mean all expenses incurred
by the Company in complying with Section 2, including,  without limitation,  all
federal  and  state  registration,  qualification,  and  filing  fees,  printing
expenses,  fees and disbursements of counsel for the Company,  blue sky fees and
expenses,  and the expense of any special audits  incident to or required by any
such registration.

                  (g) "Securities Act" shall mean the Securities Act of 1933, as
amended,  or any similar  federal  statute and the rules and  regulations of the
Commission thereunder, all as the same shall be in effect at the time.

                  (h) "Selling  Expenses" shall mean all underwriting  discounts
and  selling  commissions  applicable  to the  sale  of  Registrable  Securities
pursuant to this Agreement.

         Section 2.  Piggyback Registration

2.1     Notice of Piggyback Registration and Inclusion of Registrable Securities

                           2.1.1    General Piggyback Rights

         Subject to the  remainder of this  Agreement,  in the event the Company
decides to Register any of its Common  Stock  (either for its own account or the
account  of a security  holder or holders  exercising  their  respective  demand
registration  rights)  on a form  that  would  be  suitable  for a  registration
involving Registrable Securities, the Company will (i) promptly give each Holder
written notice thereof (which shall include a list of the jurisdictions in which
the  Company  then  intends  to attempt to  qualify  such  securities  under the
applicable  "blue sky" or other state  securities laws) and (ii) include in such
Registration (and any related qualification under state securities or "blue sky"
laws or other  compliance),  and in any underwriting  involved therein,  all the
Registrable  Securities  specified in a written request delivered to the Company
by any Holder  within 10 days after  delivery  of such  written  notice from the
Company.

                           2.1.2    Limitation of Piggyback Rights

   
         The Holders shall not be provided the opportunity to participate in any
Registration  effected  after the date one year from the date of  closing of the
Merger.  In  addition,  the Company  shall have no  obligation  to register  any
Registrable  Securities on behalf of the Holders pursuant to this subsection 2.1
unless such securities have a reasonably anticipated aggregate offering price to
the public equal to or greater than $100,000  (U.S.).  In the event  Registrable
Securities are  registered  during the period prior to the issuance of financial
statements  reporting 30 days'  combined  operations of DCI and the Company (the
"Restricted Period"),  the Holders may not sell any Registrable Securities until
the  expiration  of the  Restricted  Period.  Except as  required to comply with
applicable  securities  laws,  Itron will take no action with the  intention  of
impeding  the  Holders'  ability  to  sell  Registrable   Securities  after  the
expiration of the Restricted Period.
    

                  2.2      Underwriting in Piggyback Registration

2.2.1            Notice of Underwriting in Piggyback Registration

         If  the  Registration  of  which  the  Company  gives  notice  is for a
Registered  public  offering  involving an  underwriting,  the Company  shall so
advise the Holders as a part of the written  notice given pursuant to subsection
2.1. In such event the right of any Holder to Registration  shall be conditioned
upon such underwriting and the inclusion of such Holder's Registrable Securities
in such  underwriting  to the extent  provided  in this  Section 2. All  Holders
proposing  to  distribute  their  securities  through  such  underwriting  shall
(together with the Company and any other holders  distributing  their securities
through  such  underwriting)  enter  into an  underwriting  agreement  with  the
Underwriter's Representative for such offering.

2.2.2            Marketing Limitation in Piggyback Registration

         In the event the Underwriter's  Representative advises the Company that
market factors require a limitation of the number of shares to be  underwritten,
the  Underwriter's  Representative  may (subject to the allocation  priority set
forth in subsection 2.2.3) exclude Registrable Securities from the Registration.

2.2.3            Allocation of Shares in Piggyback Registration

         In the event that the Underwriter's Representative limits the number of
shares to be included in a Registration pursuant to subsection 2.2.2, the number
of shares to be included in such  Registration  shall be  allocated  (subject to
subsection  2.2.2) in the following  manner.  Except as provided in the Existing
Agreement,  the shares (other than Registrable  Securities) held by officers and
directors  of  the  Company  shall  be  excluded  from  such   registration  and
underwriting to the extent required by such  limitation.  If a limitation on the
number of shares is still  required after such  exclusion,  the number of shares
that may be included in the  Registration  and  underwriting  shall be allocated
among all other holders thereof in proportion, as nearly as practicable,  to the
respective amounts of securities (including  Registrable  Securities) which such
holders,  absent any such limitation,  would otherwise be entitled to include in
such Registration.

                           2.2.4            Withdrawal in Piggyback Registration

         If  any  Holder  of  Registrable  Securities,  or  a  holder  of  other
securities   entitled  (upon  request)  to  be  included  in  such  Registration
disapproves  of the terms of any such  underwriting,  such  person  may elect to
withdraw  therefrom  by  written  notice  to the  Company  and  the  underwriter
delivered  at least  one day  prior to the  effective  date of the  Registration
Statement.  The Registrable Securities so withdrawn shall also be withdrawn from
the Registration Statement.

                  2.3      Blue Sky in Piggyback Registration

         In the event of any Registration of Registrable  Securities pursuant to
this  Section 2, the Company  will  exercise  its best  efforts to register  and
qualify the securities  covered by the  Registration  Statement under such other
securities or "blue sky" laws of such jurisdictions as shall be requested by the
Underwriter's  Representative and reasonably appropriate for the distribution of
such securities;  provided,  however, that (i) the Company shall not be required
to qualify to do business or to file a general  consent to service of process in
any such  states or  jurisdictions  and (ii)  notwithstanding  anything  in this
Agreement to the contrary, in the event any jurisdiction in which the securities
shall be qualified  imposes a nonwaivable  requirement that expenses incurred in
connection  with  the  qualification  of the  securities  be  borne  by  selling
shareholders, such expenses shall be payable pro rata by selling shareholders.

         Section 3.  Expenses of Registration

   
         All Registration Expenses incurred in connection with all Registrations
pursuant to Section 2 shall be borne by the Company.  All Selling Expenses shall
be borne by the Holders of the  securities  Registered  pro rata on the basis of
the  number  of  shares  Registered;  provided,  however,  that  if  Registrable
Securities are Registered pursuant to a shelf registration statement relating to
a  non-underwritten  offering,  each  Holder  will be  obligated  solely for the
Selling  Expenses  incurred  in  connection  with  the  sale  of  such  Holder's
Registrable Securities in such offering.
    

         Section 4.  Registration Procedures

         The Company  will keep each Holder  whose  Registrable  Securities  are
included  in any  Registration  pursuant  to this  Agreement  advised  as to the
initiation and completion of such Registration. At its expense the Company will:
(i) use its best efforts to keep such Registration effective for a period of 120
days or until the Holder or Holders have completed the distribution described in
the Registration  Statement  relating thereto,  whichever first occurs; and (ii)
furnish such number of prospectuses  (including  preliminary  prospectuses)  and
other documents as a Holder from time to time may reasonably request.

         Section 5.  Information Furnished by Holder

         It shall be a condition  precedent to the Company's  obligations  under
this  Agreement  that each  Holder of  Registrable  Securities  included  in any
Registration  furnish to the Company such information  regarding such Holder and
the  distribution  proposed  by  such  Holder  or  Holders  as the  Company  may
reasonably request.

         Section 6.  Indemnification

                  6.1      The Company's Indemnification of Holders

         To the extent permitted by law, the Company will indemnify each Holder,
each of its officers, directors and constituent partners, each legal counsel and
independent accountant for such Holder, and each person controlling such Holder,
with respect to which qualification or compliance of Registrable  Securities has
been effected pursuant to this Agreement, and each underwriter, if any, and each
person who controls any underwriter  against all claims,  losses,  damages,  and
liabilities (or actions in respect  thereof) to the extent such claims,  losses,
damages,  or liabilities arise out of or are based upon any untrue statement (or
alleged untrue  statement) of a material fact contained in any such Registration
Statement,  prospectus, offering circular or other document or upon any omission
(or alleged  omission) to state  therein a material  fact  required to be stated
therein or  necessary  to make the  statements  therein not  misleading,  or any
violation  by the  Company  of any  rule or  regulation  promulgated  under  the
Securities  Act  applicable  to the Company  and  relating to action or inaction
required of the Company in connection with any such Registration, qualification,
or  compliance.  The  Company  will  reimburse  each  such  Holder,  each of its
officers,  directors and  constituent  partners,  legal counsel and  independent
accountants, each such underwriter, and each person who controls any such Holder
or  underwriter,  for any legal and any other  expenses  reasonably  incurred in
connection  with  investigating  or  defending  any such  claim,  loss,  damage,
liability,  or action;  provided,  however, that the indemnity contained in this
subsection  6.1 shall not apply to amounts paid in settlement of any such claim,
loss, damage, liability, or action if settlement is effected without the consent
of the Company (which consent shall not  unreasonably be withheld) and provided,
further, that the Company will not be liable in any such case to the extent that
any such claim, loss, damage,  liability or expense arises out of or is based on
any untrue statement or omission based upon written information furnished to the
Company by such Holder,  underwriter,  legal counsel,  independent accountant or
controlling  person and stated to be for use in connection  with the offering of
securities  of the  Company;  provided,  however,  that the  obligations  of the
Company  hereunder  shall be limited to an amount  equal to the  proceeds of the
Registrable Securities sold in such Registration, qualification or compliance.

                   6.2      Holder's Indemnification of the Company

         To the extent  permitted  by law,  each  Holder  will,  if  Registrable
Securities  held by such Holder are included in the  securities as to which such
Registration,  qualification  or compliance is being  effected  pursuant to this
Agreement, indemnify the Company, each of its directors and officers, each legal
counsel and independent accountant of the Company, each underwriter,  if any, of
the Company's securities covered by such a Registration  Statement,  each person
who  controls  the  Company  or  such  underwriter  within  the  meaning  of the
Securities Act, and each other such Holder, each of its officers, directors, and
constituent partners and each person controlling such other Holder,  against all
claims, losses,  damages, and liabilities (or actions in respect thereof) to the
extent such claims,  losses,  damages or  liabilities  arise out of or are based
upon any untrue  statement  (or alleged  untrue  statement)  of a material  fact
contained in any such Registration Statement,  prospectus, offering circular, or
other  document,  or any  omission  (or  alleged  omission)  to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading,  and will  reimburse the Company,  such  Holders,  such
directors,  officers, partners, persons, law and accounting firms, underwriters,
or control  persons for any legal or any other expenses  reasonably  incurred in
connection  with  investigating  or  defending  any such  claim,  loss,  damage,
liability,  or action, in each case to the extent, but only to the extent,  that
such untrue  statement  or alleged  untrue  statement  or  omission  (or alleged
omission) is made in such Registration Statement, prospectus, offering circular,
or other  document in reliance upon and in conformity  with written  information
furnished to the Company by such Holder and stated to be specifically for use in
connection  with the offering of securities of the Company;  provided,  however,
that the  obligations  of such Holders  hereunder  shall be limited to an amount
equal to the proceeds to each such Holder of Registrable Securities sold in such
Registration, qualification or compliance.

                  6.3      Indemnification Procedure

         Promptly after receipt by an indemnified  party under this Section 6 of
notice of the  commencement  of any action,  such  indemnified  party will, if a
claim in respect thereof is to be made against an indemnifying  party under this
Section 6, notify the indemnifying party in writing of the commencement  thereof
and generally summarize such action. The indemnifying party shall have the right
to  participate in and to assume the defense of such claim;  provided,  however,
that the indemnifying  party shall be entitled to select counsel for the defense
of such claim with the  approval  of any parties  entitled  to  indemnification,
which  approval  shall  not be  unreasonably  withheld.  In the  event  that the
indemnifying party elects to assume the defense of any such suit and retain such
counsel  and if the  indemnified  party  reasonably  determines  that a conflict
exists between the indemnifying party and the indemnified party in such defense,
the  indemnifying  party  shall  pay the  reasonable  fees and  expenses  of one
additional  counsel with respect to each such suit  retained by the  indemnified
party  selected by the  indemnified  party (which  selection  shall be made by a
majority in interest of the indemnifying Holders in the case of the Holders) and
reasonably  satisfactory  to the  indemnifying  party.  The failure to notify an
indemnifying  party  promptly  of  the  commencement  of  any  such  action,  if
prejudicial  to the ability of the  indemnifying  party to defend  such  action,
shall relieve such indemnifying  party of any liability to the indemnified party
under this Section 6, but the omission so to notify the indemnifying  party will
not  relieve  such  party  of any  liability  that  such  party  may have to any
indemnified party otherwise than under this Section 6.

         Section 7.  Transfer and Termination of Registration Rights

         The rights to cause the Company to Register  securities  granted by the
Company under this Agreement to the Holders are not transferable.  The rights of
the Holders to cause the Company to Register  Registrable  Securities under this
Agreement  shall  terminate in all respects one year from the date of closing of
the Merger.

         Section 8.  Successors and Assigns

         This  Agreement  shall bind and inure to the benefit of the Company and
its successors and assigns.

         Section 9.  Entire Agreement

         This  Agreement  contains  the entire  agreement  of the  parties  with
respect to the subject matter hereof and supersedes all prior  arrangements  and
understandings with respect thereto.

         Section 10.  Notices

         All notices,  requests,  consents and other communications hereunder to
any party shall be deemed to be sufficient if contained in a written  instrument
delivered in person or duly sent by first class  registered  or certified  mail,
postage prepaid, addressed to such party at the address set forth below, or such
other  address as may hereafter be designated in writing by the addressee to the
addressor listing all parties:

                  (a)      If to the Company:

                           Itron, Inc.
                           2818 N. Sullivan Rd.
                           P.O. Box 15288
                           Spokane, WA  99215
                           Attention:  President

                  (b)      If to the Holders, at their respective addresses set
                           forth on Schedule A hereto.

         Section 11.  Changes

         The terms and  provisions  of this  Agreement  may not be  modified  or
amended,  or any of the provisions  hereof waived,  temporarily or  permanently,
except  pursuant  to the  written  consent of the  Company  and the Holders of a
majority of the Registrable Securities then outstanding.

         Section 12.  Counterparts

         This Agreement may be executed in any number of counterparts,  and each
such counterpart  hereof shall be deemed to be an original  instrument,  but all
such counterparts together shall constitute but one agreement.

         Section 13.  Headings

         The  headings  of the  various  sections  of this  Agreement  have been
inserted for  convenience of reference only and shall not be deemed to be a part
of this Agreement.

         Section 14.  Governing Law

         This  Agreement  shall be governed by and construed in accordance  with
the laws of the State of Washington.







         IN WITNESS  WHEREOF,  the undersigned  have executed this  Registration
Rights Agreement as of the date set forth above.

                                               ITRON, INC.


                                               /s/ Johnny M. Humphreys
                                               Johnny M. Humphreys, President


                               HOLDERS


                                               /s/ Steven L. Hodges
                                               Steven L. Hodges


                                               /s/ Donald Grundhauser
                                               Donald Grundhauser


                                               /s/ Alan Poole
                                               Alan Poole


                                               /s/ Eldon Hattervig
                                               Eldon Hattervig


                                               /s/ Brian Schumacher
                                               Brian Schumacher


                                               /s/ Ronald Van Auker
                                               Ronald Van Auker


                                               /s/ Ralph Langer
                                               Ralph Langer


                                               /s/ Victoria Stagi
                                               Victoria Stagi


                                               /s/ Val Burton
                                               Val Burton





                                   SCHEDULE A



Steven L. Hodges
9573 Atmore Dr.
Boise, ID  83704

Donald Grundhauser
3270 Agate Ct.
Boise, ID  83705

Alan Poole
363 Ranch Dr.
Eagle, ID  83616

Eldon Hattervig
1401 Wall Dr.
Wake Forest, NC  25787

Brian Schumacher
485 S.W. 6th St.
Gresham, OR  97080

Ronald Van Auker
16801 Meadowlane
Nampa, ID  83687

Ralph Langer
10448 Garverdale Ct.
Boise, ID  83704

Victoria Stagi
5025 Ponder
Boise, ID  83705

Val Burton
3009 N. Five Mile Road
No. 103
Boise, ID  83713