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

                                 March 31, 2000
                  --------------------------------------------
                                (Date of Report)

                                  ITRON, INC.
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

        Washington                    000-22418                   91-1011792
- ----------------------------  ------------------------ -------------------------
(State or Other Jurisdiction    (Commission File No.)        (IRS Employer
of Incorporation)                                            Identification No.)

                    2818 N. Sullivan Road, Spokane, WA 99216
- --------------------------------------------------------------------------------
          (Address of Principal Executive Offices, including Zip Code)

                                 (509) 924-9900
- --------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

                                      None
- --------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)
- --------------------------------------------------------------------------------


<PAGE>


Item 5.  Other Events


         Completion of Duquesne project sale

         As a continuation  of  discussions  which began in 1999, on February 8,
2000, the Company signed a memorandum of  understanding  with DQE, the parent of
Duquesne Light Company ("Duquesne") for the purchase by Duquesne or an affiliate
of our network-based system that provides AMR services to Duquesne. Negotiations
for this  transaction  have been completed and the transaction  closed March 31,
2000. The sales price was $33 million. The Company received $32 million in cash,
with another $1 million held in escrow  pending the  completion of  post-closing
items.

         The Company also entered into a warranty and maintenance agreement with
the purchaser, which is an affiliate of Duquesne,  pursuant to which the Company
will  provide  certain  maintenance  and support  services  for the network from
closing  over  a term  ending  December  31,  2013.  The  Company  will  receive
approximately $10 million over that term for those services.  In connection with
its  performance  responsibilities  thereunder,  the  Company  furnished  to the
purchasing affiliate of Duquesne a $5 million letter of credit.

         Restated Fourth Quarter and Year 1999 Financial Results

         In the fourth  quarter of 1999, in the course of updating its estimates
of future  revenues  and costs  concerning  the  Duquesne  project,  the Company
recorded  a  provision  for an  estimated  future  loss on the sale of its fixed
network  project.  The loss  included the  write-down  of the carrying  value of
project  fixed assets to the expected  sales  price,  the  write-off of existing
contract receivables,  and the estimated economics of its remaining warranty and
maintenance  obligations.  The Company has since  determined  that its currently
estimated  net  costs  of the  above  sale  and  its  warranty  and  maintenance
obligations are higher than previously  estimated,  primarily related to ongoing
maintenance  and  support  requirements,  expansion  of  the  network  to 95% of
Duquesne's  service territory and the replacement of certain telephone  modules.
The Company uses the cost-to-cost, percentage of completion method of accounting
for  long-term  contracts.  As such,  it is  recording an  additional  charge of
approximately  $12.6  million  for the fourth  quarter  of 1999 to  reflect  the
Company's current estimate of the cost of its remaining  obligations that are in
excess of the amounts it will  receive  upon the sale and over the course of the
warranty  and  maintenance  contract.  This  additional  charge  results  in  an
after-tax  loss of $64.6  million and $68.6  million for the fourth  quarter and
year-ended 1999, versus the previously  reported $56.5 million and $60.6 million
after-tax loss for the quarter and year,  respectively.  The revised diluted net
loss per share for the fourth quarter and year is $4.32 and $4.62, respectively,
versus the previously reported diluted net loss per share of $3.78 and $4.07 for
the fourth quarter and year, respectively.

         Revised  statements  of  operations  and balance  sheets for the fourth
quarter and year ended 1999 are attached.

         Second Amendment to Credit Agreement

         In connection  with the revised  estimates  concerning  the sale of the
Duquesne project and the restated fourth quarter and year 1999 financial results
mentioned  above,  the  Company has entered  into a Second  Amendment  to Credit
Agreement with General Electric Capital  Corporation,  effective March 30, 2000,
which is attached.





<PAGE>

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                     Three Months Ended               Twelve Months Ended
                                                                         December 31,                     December 31,
(in thousands, except per share data)                        1999 (restated)      1998          1999 (restated)       1998
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>               <C>             <C>                <C>
Revenues
  AMR systems                                                  $  26,751       $ 33,511            $111,449        $164,148
  Handheld systems                                                18,129         20,731              69,557          53,957
  Outsourcing                                                     (3,167)         7,844              12,406          23,297
                                                            -------------   ------------         -----------     -----------
  Total revenues                                                  41,713         62,086             193,412         241,402

Cost of revenues
  AMR systems                                                     22,605         24,613              76,826         117,519
  Handheld systems                                                10,273          9,820              39,704          27,415
  Outsourcing                                                     70,322          6,644              83,574          19,665
                                                            -------------   ------------         -----------      ----------

  Total cost of revenues                                         103,200         41,077             200,104         164,599
                                                            -------------   ------------         -----------     -----------

Gross profit                                                     (61,487)        21,009              (6,692)         76,803

Operating expenses
  Sales and marketing                                              7,280          6,457              27,780          26,668
  Product development                                              7,248          7,139              26,764          33,493
  General and administrative                                       4,060          3,411              13,497          12,834
  Amortization of intangibles                                        553            485               1,986           2,261
  Restructuring charges                                            6,737            683              16,686           3,930
                                                            -------------   ------------        ------------      ----------
  Total operating expenses                                        25,878         18,713              86,713          79,186
                                                            -------------   ------------        ------------      ----------

Operating Income (Loss)                                          (87,365)         2,834             (93,405)         (2,383)

Other income (expense)
  Equity in affiliates                                              (187)            70                (600)         (1,154)
  Interest, net                                                   (1,680)        (1,897)             (6,261)         (6,508)
                                                             -------------  -------------       ------------      ----------
  Total other income (expense)                                    (1,867)        (1,827)             (6,861)         (7,662)
                                                             -------------  -------------       ------------      -----------

Income (loss) before income taxes and extraordinary item         (89,232)         1,007            (100,266)        (10,045)
Income tax benefit(provision)                                     24,659           (380)             28,010           3,820
                                                             -------------  -------------       ------------      -----------
Income (loss) before extraordinary item                          (64,573)           627             (72,256)         (6,225)
Extraordinary gain on early extinguishment of debt,
   net of income taxes of $1,970                                       -              -               3,660               -
                                                             -------------  --------------      ------------      -----------
Net income (loss)                                              $ (64,573)      $    627            $(68,596)       $ (6,225)
                                                             -------------  --------------      ------------      -----------

Basic net income (loss) per share:
  Before extraordinary item                                    $   (4.32)      $   0.04            $  (4.87)       $   (.42)
  Extraordinary item                                                   -              -                0.25               -
  Basic net income (loss) per share                            $   (4.32)      $   0.04            $  (4.62)       $   (.42)

Diluted net income (loss) per share
  Before extraordinary item                                    $   (4.32)      $   0.04              $(4.87)          $(.42)
  Extraordinary item                                                   -              -                 .25               -
  Diluted net income (loss) per share                          $   (4.32)      $   0.04              $(4.62)          $(.42)

Average Number of Shares Outstanding:

  Basic                                                           14,953         14,588              14,851          14,668
  Diluted                                                         14,953         14,877              14,851          14,668

</TABLE>



<PAGE>



CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                                 December 31,
                                                                                                    1999         December 31,
(in thousands, except share data)                                                                (restated)          1998
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>              <C>
Assets
Current assets
  Cash and cash equivalents                                                                          $1,538           $2,743
  Accounts receivable, net                                                                           46,561           62,253
  Current portion of long-term contracts receivable                                                   2,579           13,498
  Inventories, net                                                                                   15,300           20,654
  Equipment held for sale, net                                                                       32,750                -
  Deferred income tax asset                                                                           8,016            6,938
  Other                                                                                               1,340            2,306
                                                                                                ------------     ------------
  Total current assets                                                                              108,084          108,392

Property, plant and equipment, net                                                                   31,627           42,390
Equipment used in outsourcing, net                                                                    5,951           50,746
Intangible assets, net                                                                               15,196           18,142
Long-term contracts receivable                                                                        1,813           23,712
Deferred income tax asset                                                                            26,922            1,906
Other                                                                                                 2,486            2,467
                                                                                                ------------     ------------
Total assets                                                                                       $192,079         $247,755
                                                                                                ------------     ------------

Liabilities and shareholders' equity
Current liabilities
  Short-term borrowings                                                                             $ 3,646         $ 14,000
  Accounts payable and accrued expenses                                                              51,765           31,509
  Deferred revenue                                                                                    8,413            8,653
                                                                                                ------------     ------------
  Total current liabilities                                                                          63,824           54,162

Convertible subordinated debt                                                                        57,234           63,400
Mortgage notes payable                                                                                6,075            6,242
Project financing                                                                                     7,216            7,722
Warranty and other obligations                                                                       10,205            1,207
                                                                                                ------------     ------------
Total liabilities                                                                                   144,554          132,733


Shareholders' equity
  Common stock                                                                                      107,603          106,039
  Retained earnings (deficit)                                                                       (58,506)          10,090
  Accumulated other comprehensive income                                                             (1,572)          (1,107)
                                                                                                ------------     ------------
  Total shareholders' equity                                                                         47,525          115,022
                                                                                                ------------     ------------
Total liabilities and shareholders' equity                                                         $192,079         $247,755
                                                                                                ------------     ------------
</TABLE>



<PAGE>
                      SECOND AMENDMENT TO CREDIT AGREEMENT

                  THIS SECOND  AMENDMENT TO CREDIT  AGREEMENT  ("Amendment")  is
entered  into as of March 30,  2000,  by and among  ITRON,  INC.,  a  Washington
corporation  ("Itron"),  and UTILITY TRANSLATION SYSTEMS, INC., a North Carolina
corporation ("UTS") (Itron and UTS are sometimes collectively referred to herein
as the "Borrowers" and  individually as a "Borrower");  the other Credit Parties
signatory hereto; the lenders signatory hereto (each individually a "Lender" and
collectively the "Lenders");  and GENERAL ELECTRIC  CAPITAL  CORPORATION,  a New
York corporation (in its individual  capacity,  "GE Capital"),  for itself, as a
Lender, and as administrative agent for Lenders (in such capacity, "Agent").

                                    RECITALS

                  A.  Borrowers,  the other  Credit  Parties  signatory  hereto,
Lenders,  and Agent have entered into that certain Credit  Agreement dated as of
January 18, 2000, as amended by the First Amendment to Credit Agreement dated as
of  February  28,  2000 (the  "Credit  Agreement"),  pursuant to which Agent and
Lenders  are  providing  financial  accommodations  to or  for  the  benefit  of
Borrowers  upon the terms and conditions  contained  therein.  Unless  otherwise
defined  herein,  capitalized  terms  or  matters  of  construction  defined  or
established  in Annex A to the  Credit  Agreement  shall be  applied  herein  as
defined or established therein.

                  B. Borrower has requested  that Agent and Lenders make certain
amendments  to the  Credit  Agreement  and other Loan  Documents,  and Agent and
Lenders  are  willing  to do so  subject  to the  terms and  conditions  of this
Amendment.

                                   AGREEMENT

                  NOW, THEREFORE,  in consideration of the continued performance
by  Borrowers  and each other  Credit  Party of their  respective  promises  and
obligations  under the Credit  Agreement and the other Loan  Documents,  and for
other good and valuable consideration,  the receipt and sufficiency of which are
hereby  acknowledged,  Borrowers,  the other Credit  Parties  signatory  hereto,
Lenders, and Agent hereby agree as follows:

                  1.  Ratification  and  Incorporation  of Credit  Agreement and
Other Loan Documents.  Except as expressly  modified under this  Amendment,  (a)
each of each Borrower and each other Credit Party hereby acknowledges, confirms,
and  ratifies  all of the terms and  conditions  set forth in,  and all of their
respective obligations under, the Credit Agreement and the other Loan Documents,
including the provisions of Section 12 of the Credit  Agreement,  and (b) all of
the terms and  conditions  set forth in the Credit  Agreement and the other Loan
Documents  are  incorporated  herein by this  reference  as if set forth in full
herein.

                  2.       Amendments to Credit Agreement.

                           a.       Section 6.2(h) of the Credit Agreement is
hereby amended by deleting the references therein to "one year" and substituting
"13 months" in lieu thereof.
                           b.       Section 6.14 of the Credit Agreement is
hereby deleted in its entirety, and the following is substituted therefor:

                           6.14     Restricted Payments.  No Credit Party shall
make any Restricted Payment, except, without duplication, any of the following:

                                    (a)     intercompany loans and advances
between Borrowers to the extent permitted by Section 6.3;

                                    (b)     dividends and distributions by
Subsidiaries of any Borrower paid to such Borrower;

                                    (c)     employee loans permitted under
Section 6.4(b);

                                    (d)     scheduled payments of interest with
respect to the Subordinated Debt;

                                    (e) the  repurchase of Itron's  Subordinated
                  Debt:  (i) in a swap of Itron common  Stock  pursuant to which
                  such Stockholder  would not have any cash redemption rights or
                  other potential cash outlay requirements or entitlements to be
                  paid   directly  or   indirectly  by  Itron  in  exchange  for
                  Subordinated  Debt  involving  no cash or other  consideration
                  given in exchange  for the  Subordinated  Debt other than such
                  Itron common Stock; or (ii) in an amount not to exceed the net
                  cash  proceeds  received by Itron from the  issuance of common
                  Stock by Itron,  in each case so long as such  issuance  would
                  not result in a Default or Event of Default; and

                                    (f) the purchase of Subordinated Debt in the
                  aggregate  face amount of $3,775,000  from Forest Fulcrum Fund
                  LC for  $2,098,785  in a series of six  transactions,  four of
                  which  occurred  on March 2, 2000,  one of which  occurred  on
                  March 6, 2000, and one of which occurred on March 13, 2000;

         provided,  that (i) no Default or Event of Default  shall have occurred
         and be continuing or would result after giving effect to any payment or
         transaction pursuant to clauses (d) or (e) above, and (ii) with respect
         to any  payment  pursuant  to  clause  (e)(ii)  above,  the  sum of (A)
         Borrowers' collective Net Borrowing Availability and (B) amounts (other
         than  funds or Cash  Equivalents  held by  Agent  in a Cash  Collateral
         Account) maintained in Disbursement Accounts and investments maintained
         pursuant  to  Section  6.2(h)  shall be in excess of  $5,000,000  after
         giving  effect  (including  pro forma effect  during the 90-day  period
         prior to such  payment)  to any such  payment  at all times  during the
         period  from the date  that is 90 days  prior to any such  payment  and
         through  and  including  the date that is 90 days after  such  payment.
         Prior to making any payment  under  clauses (d) or (e) of this  Section
         6.14,  such  Borrower  shall  deliver  a  certification  of  the  Chief
         Financial  Officer  of such  Borrower  to  Agent  certifying  that  the
         conditions  set forth in such clauses have been  satisfied and that the
         information  presented  is true,  correct and  complete in all material
         respects, which certificate shall be in form and substance satisfactory
         to Agent.

                           c.       Paragraph (c) of Annex G of the Credit
Agreement is hereby amended by deleting the reference to "$(71,000,000)" and
replacing it with "($84,000,000)."

                           d.       Paragraph (e) of Annex G of the Credit
Agreement is hereby  amended by deleting  the  reference  to  "$13,750,000"  and
replacing it with "$26,500,000."

                  3. Extension of Deadline for Certain Open Items. At Borrowers'
request,  Agent  agrees  that  Paragraph  1 in that  certain  open items  letter
agreement  dated  January  18,  2000 (the "Open  Items  Letter"),  is amended as
follows:

                           1.       On or before April 15, 2000, Borrowers shall
deliver or cause to be delivered to Agent:

                                    (a)     with respect to UTS, a tax good
                                            standing certificate for the State
                                            of Washington;

                                    (b)     with  respect  to Itron,  a tax good
                                            standing  certificate  for the State
                                            of  Connecticut  and the District of
                                            Columbia; and

                                    (c)     with respect to Itron Finance, a tax
                                            good  standing  certificate  for the
                                            State of Washington.

If  Borrowers  are  unable  to  deliver  or cause  the  delivery  of each of the
aforementioned   certificates  by  April  15,  2000,  then  such  failure  shall
constitute an Event of Default under the Credit Agreement.

                  4.  Application  of Proceeds.  The  aggregate  purchase  price
received  by Itron  from its  sale of  certain  assets  to  DataCom  Information
Systems, LLC, a Delaware limited liability company ("DataCom"), shall be applied
to the  Obligations in accordance  with Section 1.3(c) of the Credit  Agreement;
provided,  that the  application  mechanics in the sixth step of Section  1.3(c)
shall be modified  solely for the purpose of the  application  of proceeds  from
such  sale to  require  that  only  Letter of  Credit  Obligations  relating  to
irrevocable  standby  Letter of Credit  No.  S820478  in favor of DataCom in the
original face amount of $5,000,000 be cash collateralized in accordance with the
terms of Annex B of the Credit Agreement.

                  5.  Conditions to  Effectiveness.  The  effectiveness  of this
Amendment is subject to satisfaction of each of the following conditions:

                           (a)      receipt by Agent of copies of this Amendment
duly  executed  by  each  Borrower,   each  other  Credit  Party,   and  Lenders
constituting Requisite Lenders;

                           (b)      (i) receipt by Agent of copies of each of
the letter  agreements by and among each Borrower,  each other Credit Party, and
GE Capital, as Agent and Lender,  pursuant to which (A) GE Capital is consenting
to  Itron's  sale  of  certain   assets  to  DataCom,   and  (B)  Borrowers  are
acknowledging  certain  matters with respect to (I) Account No. 67130500 at Bank
of America N.A. and (II) Account Nos.  4375688983  and 4375689015 at Wells Fargo
Bank, N.A. ("Wells Fargo"), and (ii) satisfaction of all conditions set forth in
each such letter agreement;
                           (c)      receipt by Agent of fully executed copies of
(i) the Cash Collateral Agreement of even date herewith by and between Itron and
Agent, (ii) the Restricted  Account Agreement of even date herewith by and among
Itron, Agent and Wells Fargo (the "Restricted Account Agreement"), and (iii) the
Control  Agreement  of even date  herewith by and among  Itron,  Agent and Wells
Fargo;
                           (d)      receipt by GE Capital of a $50,000 amendment
                                    fee; and

                           (e)      the absence of any  Defaults or Events of
Default as of the date hereof.

                  6. Condition Subsequent. As soon as practicable after the next
regularly scheduled Board of Directors?  meeting of Itron, Itron shall deliver a
copy of a  secretary?s  certificate  to  Wells  Fargo  that  attaches  the  duly
authorized  and  adopted  resolutions  by its  Board  of  Directors  in form and
substance   satisfactory  to  Wells  Fargo  regarding  the  Restricted   Account
Agreement.

                  7. Entire Agreement. This Amendment,  together with the Credit
Agreement  and the other Loan  Documents,  is the entire  agreement  between the
parties  hereto  with  respect to the  subject  matter  hereof.  This  Amendment
supersedes  all  prior  and  contemporaneous  oral and  written  agreements  and
discussions with respect to the subject matter hereof.

                  8.  Representations and Warranties.  Each of each Borrower and
each other Credit Party hereby represents and warrants that the  representations
and  warranties  contained in the Credit  Agreement were true and correct in all
material  respects  when made and,  except to the extent  that (a) a  particular
representation  or warranty by its terms  expressly  applies  only to an earlier
date or (b) Borrowers or any other Credit Party,  as applicable,  has previously
advised Agent in writing as contemplated  under the Credit  Agreement,  are true
and correct in all material respects as of the date hereof.

                  9.  Guarantor  Consents.  By  signing  this  Amendment,   each
Guarantor hereby (a) ratifies and reaffirms,  as of the date hereof,  all of the
provisions of that certain Continuing  Guaranty dated as of January 18, 2000, in
favor of Agent,  (b) acknowledges  receipt of a copy of this Amendment,  and (c)
consents to all of the provisions of this Amendment.

                  10.      Miscellaneous.

                           (a)      Counterparts.  This Amendment may be
executed in identical  counterpart  copies,  each of which shall be an original,
but all of which shall  constitute  one and the same  agreement.  Delivery of an
executed  counterpart  of a  signature  page  to  this  Amendment  by  facsimile
transmission  shall be effective as delivery of a manually executed  counterpart
thereof.
                           (b)      Headings.  Section headings used herein are
for convenience of reference  only, are not part of this Amendment,  and are not
to be taken into consideration in interpreting this Amendment.

                           (c)      Recitals.  The recitals set forth at the
beginning  of this  Amendment  are  true and  correct,  and  such  recitals  are
incorporated into and are a part of this Amendment.

                           (d)      Governing Law.  This Amendment shall be
governed by, and  construed  and enforced in  accordance  with,  the laws of the
State of California  applicable  to contracts  made and performed in such state,
without regard to the principles thereof regarding conflict of laws.

                           (e)      STATUTE OF FRAUDS.  ORAL AGREEMENTS OR ORAL
COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT
OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW.

                           (f)      Effect.  Upon the effectiveness of this
Amendment,  from and  after  the  date  hereof,  each  reference  in the  Credit
Agreement to "this  Agreement,"  "hereunder,"  "hereof," or words of like import
shall mean and be a reference to the Credit Agreement as amended hereby and each
reference  in the other Loan  Documents to the Credit  Agreement,  "thereunder,"
"thereof,"  or words of like import  shall mean and be a reference to the Credit
Agreement as amended hereby.

                           (g)      No Novation.  Except as expressly provided
in  Sections  2  and  3  of  this  Amendment,   the  execution,   delivery,  and
effectiveness of this Amendment shall not (i) limit, impair, constitute a waiver
of, or otherwise affect any right, power, or remedy of Agent or any Lender under
the Credit Agreement or any other Loan Document, (ii) constitute a waiver of any
provision  in the Credit  Agreement  or in any of the other Loan  Documents,  or
(iii) alter, modify,  amend, or in any way affect any of the terms,  conditions,
obligations,  covenants,  or agreements contained in the Credit Agreement or any
other Loan Document,  all of which are ratified and affirmed in all respects and
shall continue in full force and effect.

                           (h)      Conflict of Terms.  In the event of any
inconsistency  between the provisions of this Amendment and any provision of the
Credit  Agreement,  the terms and provisions of this Amendment  shall govern and
control.
                  [Remainder of Page Intentionally Left Blank]




<PAGE>

SECOND AMENDMENT TO CREDIT AGREEMENT IN WITNESS WHEREOF, this  Second  Amendment
to  Credit  Agreement has been duly executed as of the date first written above.

                                   ITRON, INC., as a Borrower and a Credit Party


                                    By:   /s/ David G. Remington
                                              David G. Remington
                                              Vice President and Chief Financial
                                              Officer

                                  UTILITY TRANSLATION SYSTEMS, INC., as a
                                  Borrower and a Credit Party


                                    By:   /s/ David G. Remington
                                              David G. Remington
                                              Vice President and Chief Financial
                                              Officer

                                 ITRON INTERNATIONAL, INC., as a Guarantor and a
                                 Credit Party


                                    By:   /s/ David G. Remington
                                              David G. Remington
                                              Vice President and Chief Financial
                                              Officer

                                 ITRON FINANCE, INC., as a Guarantor and a
                                 Credit Party


                                    By:   /s/ David G. Remington
                                              David G. Remington
                                              Vice President and Chief Financial
                                              Officer

                                GENERAL ELECTRIC CAPITAL CORPORATION, as Agent
                                and a Lender


                                    By:   /s/ Mark Mascia
                                              Mark Mascia
                                              Duly Authorized Signatory