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CUSIP NO. 465741106 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
Itron, Inc.
(Name of Issuer)
Common (See Note 1)
(Title of Class of Securities)
465741106
(CUSIP Number)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Resources, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,682,923 (See Note 1)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.2%
12. TYPE OF REPORTING PERSON
HC (See Item 4)
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles B. Johnson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,682,923 (See Note 1)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.2%
12. TYPE OF REPORTING PERSON
HC (See Item 4)
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rupert H. Johnson, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,682,923 (See Note 1)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.2%
12. TYPE OF REPORTING PERSON
HC (See Item 4)
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Advisers, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
1,680,033 (See Item 4)
6. SHARED VOTING POWER
7. SOLE DISPOSITIVE POWER
1,680,033 (See Item 4)
8. SHARED DISPOSITIVE POWER
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,680,033
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.1%
12. TYPE OF REPORTING PERSON
IA
Item 1.
(a) Name of Issuer:
Itron, Inc.
(b) Address of Issuer's Principal Executive Offices:
2818 North Sullivan Road
Spokane, WA 99216-1897
Item 2.
(a) Name of Person Filing:
(i): Franklin Resources, Inc.
(ii): Charles B. Johnson
(iii): Rupert H. Johnson, Jr.
(iv): Franklin Advisers, Inc.
(b) Address of Principal Business Office:
(i), (ii), (iii), and (iv):
777 Mariners Island Boulevard
San Mateo, CA 94404
(c) Place of Organization or Citizenship:
(i): Delaware
(ii) and (iii): USA
(iv): California
(d) Title of Class of Securities:
Common(See Note 1)
(e) CUSIP Number:
465741106
Item 3. The persons filing this Schedule 13G are:
(i) Franklin Resources, Inc.
(g) Parent Holding Company
(ii) Charles B. Johnson
(g) Principal Shareholder of Parent Holding Company
(iii)Rupert H. Johnson, Jr.
(g) Principal Shareholder of Parent Holding Company
(iv) Franklin Advisers, Inc.
(e) Investment Adviser
Item 4. Ownership
The securities reported on herein are beneficially owned by one or
more open or closed-end investment companies or other managed
accounts which are advised by direct and indirect investment
advisory subsidiaries (the "Adviser Subsidiaries") of Franklin
Resources, Inc. ("FRI"). Such advisory contracts grant to such
Adviser Subsidiaries all investment and/or voting power over the
securities owned by such advisory clients. Therefore, such Adviser
Subsidiaries may be deemed to be, for purposes of Rule 13d-3 under
the Securities Exchange Act of 1934, the beneficial owner of the
securities covered by this statement.
Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal
Shareholders") each own in excess of 10% of the outstanding Common
Stock of FRI and are the principal shareholders of FRI. FRI and
the Principal Shareholders may be deemed to be, for purposes of
Rule 13d-3 under the 1934 Act, the beneficial owner of securities
held by persons and entities advised by FRI subsidiaries. FRI, the
Principal Shareholders and each of the Adviser Subsidiaries
disclaim any economic interest or beneficial ownership in any of
the securities covered by this statement.
FRI, the Principal Shareholders, and each of the Adviser
Subsidiaries are of the view that they are not acting as a "group"
for purposes of Section 13(d) under the 1934 Act and that they are
not otherwise required to attribute to each other the "beneficial
ownership" of securities held by any of them or by any persons or
entities advised by FRI subsidiaries.
(a) Amount Beneficially Owned:
1,682,923 (See Note 1)
(b) Percent of Class:
11.2%
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote
Franklin Resources, Inc.: 0
Charles B. Johnson: 0
Rupert H. Johnson, Jr.: 0
Franklin Advisers, Inc.: 1,680,033
Franklin Management, Inc.: 0
(ii) Shared power to vote or to direct the vote
(iii) Sole power to dispose or to direct the disposition of
Franklin Resources, Inc.: 0
Charles B. Johnson: 0
Rupert H. Johnson, Jr.: 0
Franklin Advisers, Inc.: 1,680,033
Franklin Management, Inc.: 2,890
(iv) Shared power to dispose or to direct the disposition of
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class
of securities, check the following [ ].
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
The clients of the Adviser Subsidiaries, including
investment companies registered under the Investment
Company Act of 1940 and other managed accounts, have the
right to receive dividends from as well as the proceeds
from the sale of such securities reported on in this
statement. Franklin Small Cap Growth Fund, a series of
Franklin Strategic Series, a company registered under the
Investment Company Act of 1940, has an interest in more
than 5% of the class of securities reported on herein.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company
Franklin Advisers, Inc. 3(e)
Franklin Management, Inc. 3(e)
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below, we certify that, to the best of our knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
This report shall not be construed as an admission by the persons
filing the report that they are the beneficial owner of any
securities covered by this report.
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement
is true, complete and correct.
December 10, 1997
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
Franklin Advisers, Inc.
S\LESLIE M. KRATTER
By: Leslie M. Kratter
Vice President, Franklin Resources, Inc.
Attorney in Fact for Charles B. Johnson pursuant to Power of
Attorney attached to this Schedule 13G
Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of
Attorney attached to this Schedule 13G
Secretary, Franklin Advisers, Inc.
Note 1: Includes 495,733 common shares that would result upon
the conversion of 11,750,000 Convertible Bond Units (as computed
under Rule 13(d)-3(1)(i)).
JOINT FILING AGREEMENT
In accordance with Rule 13d-1 (f)(1) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agrees to the joint
filing with each other of the attached statement on Schedule 13G
and to all amendments to such statement and that such statement and
all amendments to such statement is made on behalf of each of them.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement
on
December 10, 1997.
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
Franklin Advisers, Inc.
S\LESLIE M. KRATTER
By: Leslie M. Kratter
Vice President, Franklin Resources, Inc.
Attorney in Fact for Charles B. Johnson pursuant to Power of
Attorney attached to this Schedule 13G
Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of
Attorney attached to this Schedule 13G
Secretary, Franklin Advisers, Inc.
POWER OF ATTORNEY
CHARLES B. JOHNSON hereby appoints LESLIE M. KRATTER his true and
lawful attorney-in-fact and agent to execute and file with the
Securities and Exchange Commission any Schedule 13G, any amendments
thereto or any related documentation which may be required to be
filed in his individual capacity as a result of his position as an
officer, director or shareholder of Franklin Resources, Inc. and,
granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing which he
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, may lawfully do or cause to
be done by virtue hereof.
S\CHARLES B. JOHNSON
POWER OF ATTORNEY
RUPERT H. JOHNSON, JR. hereby appoints LESLIE M. KRATTER his true
and lawful attorney-in-fact and agent to execute and file with the
Securities and Exchange Commission any Schedule 13G, any amendments
thereto or any related documentation which may be required to be
filed in his individual capacity as a result of his position as an
officer, director or shareholder of Franklin Resources, Inc. and,
granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing which he
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, may lawfully do or cause to
be done by virtue hereof.
S\RUPERT H. JOHNSON, JR.