SEC Filing | Itron

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SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ELIASSEN JON E

(Last)

(First)

(Middle)

2818 N. SULLIVAN ROAD

(Street)

SPOKANE

99216

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ITRON INC /WA/ [ ITRI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/09/2006		A		70	A	$70.99	7,417	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

	By: MariLyn R. Blair, as attorney-in-fact For: Jon E. Eliassen	05/10/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

      LIMITED POWER OF ATTORNEY FOR
      SECTION 16 REPORTING OBLIGATIONS
      Know all by these presents, that the undersigned
hereby makes, constitutes and appoints each of Stephanie Banks,
MariLyn R. Blair, Deloris R. Duquette,and Steven M. Helmbrecht,
each acting individually, as the undersigned?s true and lawful
attorney-in-fact, with full power and authority as hereinafter
described on behalf of and in the name, place and stead of the
undersigned to:
      (1) prepare, execute, acknowledge, deliver and file
Forms 3, 4, and 5 (including any amendments thereto) with
respect to the securities of Itron, Inc., a Washington
corporation (the Company), with the U. S. Securities and
Exchange Commission, any national securities exchanges
and the Company, as considered necessary or advisable under
Section 16(a) of the Securities Exchange Act of 1934 and
the rules and regulations promulgated thereunder, as amended
from time to time (the Exchange Act);
      (2) seek or obtain, as the undersigned's representative
and on the undersigned's behalf, information on transactions
in the Company's securities from any third party, including
brokers, employee benefit plan administrators and trustees,
and the undersigned hereby authorizes any such person to
release any such information to any of the attorneys-in-fact
and approves and ratifies any such release of information; and
      (3) perform any and all other acts which in the
discretion of such attorney-in-fact are necessary or
desirable for and on behalf of the undersigned in connection
with the foregoing.
      The undersigned acknowledges that:
      (1) this Limited Power of Attorney authorizes, but does
not require, each such attorney-in-fact to act in his or her
discretion on information provided to such attorney-in-fact
without independent verification of such information;
      (2) any documents prepared and/or executed by any
such attorney-in-fact on behalf of the undersigned pursuant
to this Limited Power of Attorney
will be in such form and will contain such information and
disclosure as such attorney-in-fact, in his or her discretion,
deems necessary or desirable;
      (3) neither the Company nor any of such attorneys-in-fact
assumes (i) any liability for the undersigned's responsibility
to comply with the requirements of the Exchange Act, (ii) any
liability of the undersigned for any failure to comply with
such requirements, or (iii) any obligation or liability of
the undersigned for profit disgorgement under Section 16(b)
of the Exchange Act;
      (4) although the Company will use commercially
reasonable best efforts to timely and accurately file
Section 16 reporting forms on behalf of the undersigned
within the required reporting deadlines, the Company does
not represent or warrant that it will be able to do so at
all times due to various factors, including but not
limited to the shorter reporting deadlines mandated by the
Sarbanes-Oxley Act of 2002, possible time zone differences,
and the Company's need to rely on others, including brokers; and
      (5) this Limited Power of Attorney does not relieve
the undersigned from responsibility for compliance with the
undersigned's obligations under the Exchange Act, including
without limitation the reporting requirements under
Section 16 of the Exchange Act.
      The undersigned hereby gives and grants each of the
foregoing attorneys-in-fact full power and authority to do
and perform all and every act and thing whatsoever requisite,
necessary or appropriate to be done in and about the foregoing
matters as fully to all intents and purposes as the undersigned
might or could do if present, hereby ratifying all that each
such attorney-in-fact of, for and on behalf of the undersigned,
shall lawfully do or cause to be done by virtue of this Limited
Power of Attorney.
      This Limited Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file
Forms 3, 4 and 5 with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless
earlier revoked by the undersigned in a signed writing delivered
to each such attorney-in-fact.
      IN WITNESS WHEREOF, the undersigned has caused this Limited
Power of Attorney to be executed as of this 8th day of May, 2006.
		/s/ Jon E. Eliassen
		Jon E. Eliassen