As filed with the Securities and Exchange Commission on September 3, 1999

                                                        Registration No. 333-
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              ----------------------

                                    ITRON, INC.
               (Exact name of Registrant as specified in its charter)

             Washington                              91-1011792
 (State or other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)


                              2818 N. Sullivan Road
                         Spokane, Washington 99216-1897
          (Address of principal executive offices, including zip code)

                   NONQUALIFIED STOCK OPTION LETTER AGREEMENT
                            (Full title of the plan)

                               DAVID G. REMINGTON
                   Vice President and Chief Financial Officer
                                   Itron, Inc.
                              2818 N. Sullivan Road
                         Spokane, Washington 99216-1897
                                 (509) 924-9900
(Name, address and telephone number, including area code, of agent for service)
                              ----------------------
                                    Copy to:

                             LINDA A. SCHOEMAKER
                              Perkins Coie LLP
                        1201 Third Avenue, 40th Floor
                        Seattle, Washington 98101-3099
                             ----------------------



                         CALCULATION OF REGISTRATION FEE
- ------------------- ------------ ----------------- ---------------- ------------
Title of Securities Number to be  Proposed Maximum Proposed Maximum Amount of
 to Be Registered   Registered(1) Offering Price   Aggregate        Registration
                                   Per Share       Offering Price   Fee
- ------------------- ------------ ----------------- ---------------- ------------
                                                      
Common Stock, no
par value, under the    158,975      $7.3125(2)    $1,162,504.60(2)    $323.18
Nonqualified Stock
Option Letter
Agreement
- -------------------- ------------ ---------------- ---------------- ------------


(1)      Together with an indeterminate  number of additional shares that may be
         necessary to adjust the number of shares reserved for issuance pursuant
         to such employee  benefit plan as the result of any future stock split,
         stock dividend or similar  adjustment of the  Registrant's  outstanding
         Common Stock.

(2)      Shares are issuable upon exercise of an outstanding option with a fixed
         exercise  price.  Pursuant to Rule 457(h) under the  Securities  Act of
         1933, as amended, the proposed maximum aggregate offering price and the
         registration  fee have been computed upon the basis at which the option
         may be exercised.



PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the Securities and Exchange Commission (the "Commission") are hereby incorporated by reference in this Registration Statement: (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 1998, filed on March 30, 1999, which contains audited financial statements for the most recent fiscal year for which such statements have been filed; (b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in (a) above; and (c) The description of the Registrant's Common Stock contained in the Registration Statement on Form 8-A filed on September 18, 1993, under Section 12(g) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description. All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof, and prior to the filing of a post-effective amendment which indicates that the securities offered hereby have been sold or which deregisters the securities covered hereby then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof commencing on the respective dates on which such documents are filed. Item 4. DESCRIPTION OF SECURITIES Not applicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL None. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Sections 23B.08.500 through 23B.08.600 of the Washington Business Corporation Act authorize a court to award, or a corporation's board of directors to grant, indemnification to directors and officers on terms sufficiently broad to permit indemnification under certain circumstances for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"). Section 10 of the Registrant's Restated Bylaws provides for indemnification of the Registrant's directors, officers, employees and agents to the maximum extent permitted by Washington law. Certain of the directors of the Registrant, who are affiliated with principal shareholders of the Registrant, also may be indemnified by such shareholders against liability they may incur in their capacity as a director of the Registrant, including pursuant to a liability insurance policy for such purpose. Section 23B.08.320 of the Washington Business Corporation Act authorizes a corporation to limit a director's liability to the corporation or its shareholders for monetary damages for acts or omissions as a director, except in certain circumstances involving intentional misconduct, self-dealing or illegal corporate loans or distributions, or any transactions from which the director personally receives a benefit in money, property or services to which the director is not entitled. Article 9 of the Registrant's Restated Articles of Incorporation contains provisions implementing, to the fullest extent permitted by Washington law, such limitations on a director's liability to the Registrant and its shareholders. The Registrant has entered into an Indemnification Agreement with each of its executive officers and directors in which the Registrant agrees to hold harmless and indemnify the officer or director to the fullest extent permitted by Washington law. In addition, the Registrant agrees to indemnify the officer or director against any and all losses, claims, damages, liabilities or expenses incurred in connection with any actual, pending or threatened action, suit, claim or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, in which the officer or director is, was or becomes involved by reason of the fact that the officer or director is or was a director, officer, employee or agent of the Registrant, or that being or having been such a director, officer, employee or agent, such director is or was serving at the request of the Registrant as a director, officer, employee, trustee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged action (or inaction) by the officer or director in an official capacity as a director, officer, employee, trustee or agent or in any other capacity while serving as a director, officer, employee, trustee or agent. The officer or director is not indemnified for any action, suit, claim or proceeding instituted by or at the direction of the officer or director unless such action, suit, claim or proceeding is or was authorized by the Registrant's Board of Directors or unless the action is to enforce the provisions of the Indemnification Agreement. No indemnity pursuant to the Indemnification Agreements may be provided by the Registrant on account of any suit in which a final, unappealable judgment is rendered against an officer or director for an accounting of profits made from the purchase or sale by the officer or director of securities of the Registrant in violation of the provisions of Section 16(b) of the Exchange Act, and amendments thereto, or for damages that have been paid directly to the executive officer or director by an insurance carrier under a policy of directors' and officers' liability insurance maintained by the Registrant. Officers and directors of the Registrant are covered by insurance (with certain exceptions and certain limitations) that indemnifies them against losses and liabilities arising from certain alleged "wrongful acts," including alleged errors or misstatements, or certain other alleged wrongful acts or omissions constituting neglect or breach of duty. Item 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. Item 8. EXHIBITS Exhibit Number Description - -------------------- ----------------------------------------------------------- 5.1 Opinion of Perkins Coie LLP regarding legality of the Common Stock being registered 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of Perkins Coie LLP (included in opinion filed as Exhibit 5.1) 24.1 Power of Attorney (see signature page) 99.1 Nonqualified Stock Option Letter Agreement Item 9. UNDERTAKINGS A. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES Pursuant to the requirements of the Securities Act of 1933 as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Spokane, State of Washington, on the 3rd day of September, 1999. ITRON, INC. /s/ DAVID G. REMINGTON ---------------------- By: David G. Remington Vice President and Chief Financial Officer POWER OF ATTORNEY Each person whose signature appears below authorizes David G. Remington and Johnny M. Humphreys, or either of them, as attorneys-in-fact with full power of substitution, to execute in the name and on the behalf of each person, individually and in each capacity stated below, and to file, any and all amendments to this Registration Statement, including any and all post-effective amendments. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated below on the 3rd day of September, 1999. Signature Title /s/ MICHAEL J. CHESSER President and Chief Executive Officer - ----------------------------- (Principal Executive Officer) Michael J. Chesser /s/ DAVID G. REMINGTON Vice President and Chief Financial Officer - ----------------------------- (Principal Financial and Accounting Officer) David G. Remington /s/ MICHAEL B. BRACY Director - ------------------------------ Michael B. Bracy /s/ TED C. DEMERRITT Director - ------------------------------ Ted C. DeMerritt /s/ JON E. ELIASSEN Director - ------------------------------ Jon E. Eliassen /s/ JOHNNY M. HUMPHREYS Director - ------------------------------- Johnny M. Humphreys /s/ MARY ANN PETERS Director - ------------------------------- Mary Ann Peters /s/ PAUL A. REDMOND Director - -------------------------------- Paul A. Redmond /s/ GRAHAM M. WILSON Director - -------------------------------- Graham M. Wilson /s/ STUART EDWARD WHITE Director - --------------------------------- Stuart Edward White

INDEX TO EXHIBITS Exhibit Number Description - ------------------- ----------------------------------------------------------- 5.1 Opinion of Perkins Coie LLP regarding legality of the Common Stock being registered 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of Perkins Coie LLP (included in opinion filed as Exhibit 5.1) 24.1 Power of Attorney (see signature page) 99.1 Nonqualified Stock Option Letter Agreement





                                                                     EXHIBIT 5.1

                                PERKINS COIE LLP

              A LAW PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
          1201 THIRD AVENUE, 40TH FLOOR, SEATTLE, WASHINGTON 98101-3099
                 TELEPHONE: 206 583-8888 FACSIMILE: 206 583-8500

                            September 3, 1999



Itron, Inc.
2818 N. Sullivan Road
Spokane, Washington  99216-1897

         Re:      Registration Statement on Form S-8 of Shares of Common Stock,
                  No Par Value, of Itron, Inc.

Ladies and Gentlemen:

         We have acted as counsel to Itron,  Inc. (the  "Company") in connection
with the preparation of a Registration  Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"),  which the
Company is filing with the Securities and Exchange Commission with respect to up
to 158,975  shares of Common  Stock,  no par value,  which may be issued under a
nonqualified stock option letter agreement (the "Agreement").

         We have  examined the  Registration  Statement  and such  documents and
records of the  Company  and other  documents  as we have  deemed  relevant  and
necessary  for the  purpose of this  opinion.  In giving  this  opinion,  we are
assuming the authenticity of all instruments  presented to us as originals,  the
conformity with originals of all  instruments  presented to us as copies and the
genuineness of all signatures.

         Based on and subject to the  foregoing,  we are of the opinion that any
shares that may be issued  pursuant to the Agreement  have been duly  authorized
and that,  upon the due  execution  by the Company and the  registration  by its
registrar of such shares, issuance thereof by the Company in accordance with the
terms of the Agreement and the receipt of  consideration  therefor in accordance
with the terms of the Agreement,  such shares will be validly issued, fully paid
and nonassessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement.  In giving such consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act.

                                                     Very truly yours,

                                                    /s/ PERKINS COIE LLP





                                                                    EXHIBIT 23.1

                          INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this registration statement of
Itron, Inc. on Form S-8 of our report dated February 17, 1999 appearing in the
Annual Report on Form 10-K of Itron, Inc. for the year ended December 31, 1998.



/s/  DELOITTE & TOUCHE LLP

Seattle, Washington
September 3, 1999






                                                                    EXHIBIT 99.1

                                   ITRON, INC.

                   NONQUALIFIED STOCK OPTION LETTER AGREEMENT


TO:  Michael Chesser

         We are pleased to inform you that you have been selected by Itron, Inc.
(the  "Company")  to receive a  nonqualified  stock  option for the  purchase of
158,975 shares of the Company's Common Stock at an exercise price of $7.3125 per
share.

         The  terms  of the  option  are as set  forth  in  this  Agreement.  In
addition,  although the option is not granted under the Company's  1989 Restated
Stock Option Plan (the "Plan"),  to the extent not  inconsistent  with the terms
set forth below,  the terms and conditions of the Plan will be applicable to the
option.  Such terms and conditions are hereby  incorporated into this Agreement,
and a copy of the Plan is attached to this  Agreement.  The most important terms
of the option are summarized as follows:

         Term:  The term of the option is ten years from date of grant, unless
sooner terminated.

         Exercise:  During your lifetime  only you can exercise the option.  The
Plan also provides for exercise of the option by the personal  representative of
your estate,  by the beneficiary you have designated on forms  prescribed by and
filed with the Company,  or by the  beneficiary  of your estate  following  your
death.  You may use the Notice of Exercise of  Nonqualified  Stock Option in the
form attached to this Agreement when you exercise the option.

         Payment for Shares:  Unless the Plan Administrator at any time
determines otherwise, the option may be exercised by the delivery of any
combination of:

         (a)      Cash, personal check, bank certified or cashier's check;

         (b) Tendering (either actually or by attestation) shares of the capital
stock of the  Company  held by you for a period of at least six months  having a
fair market value at the time of exercise,  as  determined  in good faith by the
Plan  Administrator,  equal to the exercise  price (You should  consult your tax
advisor before  exercising this option with stock you received upon the exercise
of an incentive stock option.); and/or

         (c) A properly  executed  exercise  notice  together  with  irrevocable
instructions  to a broker to promptly  deliver to the Company the amount of sale
or loan proceeds to pay the exercise price.

         Termination: The option will terminate immediately upon termination for
cause,  as defined in the Plan,  or three months after  cessation of  employment
with the  Company or a related  corporation,  unless  cessation  is due to total
disability,  in which  case the option  will  terminate  upon the  earlier of 12
months after  cessation of employment and the option's  expiration date (June 7,
2009). If you die while the option is  exercisable,  the option may be exercised
until  the  earlier  of one  year  after  the  date of  death  and the  option's
expiration date.

         Withholding  Taxes:  As a condition to the exercise of the option,  you
must make such  arrangements as the Company may require for the  satisfaction of
any  federal,  state or local  withholding  tax  obligations  that may  arise in
connection  with such  exercise.  The  Company  has the right to retain  without
notice sufficient shares of stock to satisfy the withholding obligation.  Unless
the Plan  Administrator  determines  otherwise,  you may satisfy the withholding
obligation by electing to have the Company withhold from the shares to be issued
upon  exercise  that number of shares  having a fair  market  value equal to the
amount  required  to be  withheld  (up  to  the  minimum  required  federal  tax
withholding rate).

         Transfer of Option:  The option is not transferable except by will or
by the applicable laws of descent and distribution.

         Vesting:  The option will vest and become exercisable according to the
following schedule:



     Date on and After Which                        Portion of Total Option
      Option Is Exercisable                          Which Is Exercisable
- ------------------------------------        ------------------------------------
                                      
           June 7, 2000                                        33%

           June 7, 2001                                        66%

           June 7, 2002                                       100%

         Change of  Control:  In the event of a Change of Control (as defined in
your Change of Control  Agreement  dated June 7, 1999),  the option vesting will
accelerate and the option will be exercisable as follows:





   Duration of Employment          Portion of Total Option Which Is Exercisable
- ----------------------------     -----------------------------------------------
                            
      Less than 6 months                                 33%

       At least 6 months                                 66%

       At least 12 months                               100%


         Section 16 of the Securities  Exchange Act: If an individual subject to
Section 16 of the Securities  Exchange Act sells shares of Common Stock obtained
upon the exercise of a stock option  within six months after the date the option
was granted,  such sale may result in short-swing  profit recovery under Section
16(b) of the Securities Exchange Act.

         Date of Grant:  The date of grant of the option is June 7, 1999.

         THE COMPANY INTENDS TO FILE AND MAINTAIN A REGISTRATION  STATEMENT WITH
RESPECT TO THE SHARES THAT WILL BE ISSUED  UPON THE  EXERCISE OF THIS OPTION BUT
HAS NO OBLIGATION TO DO SO. IN THE EVENT THAT SUCH REGISTRATION IS NOT EFFECTIVE
AT THE TIME YOU WISH TO  EXERCISE,  YOU WILL NOT BE ABLE TO EXERCISE  THE OPTION
UNLESS EXEMPTIONS FROM REGISTRATION  UNDER FEDERAL AND STATE SECURITIES LAWS ARE
AVAILABLE;  SUCH  EXEMPTIONS  FROM  REGISTRATION  ARE VERY  LIMITED AND MIGHT BE
UNAVAILABLE.

         Please execute the Acceptance and Acknowledgment set forth below on the
enclosed copy of this Agreement and return it to the undersigned.

                                                   Very truly yours,

                                                     ITRON, INC.


                                                     By /s/ JOHNNY M. HUMPHREYS
                                                    ---------------------------
                                                            Johnny M. Humphreys
                                                     Its: Chairman of the Board