PROSPECTUS SUPPLEMENT                          FILED PURSUANT TO RULE 424(B)(3)
TO PROSPECTUS DATED JUNE 13, 1997                  REGISTRATION NO. 333-28451

                               $63,400,000

                               ITRON, INC.
             6-3/4% Convertible Subordinated Notes Due 2004
                                   and
                          Shares of Common Stock
                     Issuable Upon Conversion Thereof
                                   and
                      2,638,600 Shares of Common Stock


         This  Prospectus  Supplement  relates to the resale by the holders (the
"Selling  Securityholders")  of 6 3/4% Convertible  Subordinated  Notes Due 2004
(the "Notes") of Itron,  Inc. (the "Company") and the shares of Common Stock, no
par value (the "Common  Stock"),  of the Company  issuable  upon the  conversion
thereof (the "Conversion Shares").

         This  Prospectus  Supplement  should  be read in  conjunction  with the
Prospectus dated June 13, 1997 (the "Prospectus"), which is to be delivered with
this Prospectus  Supplement.  All capitalized terms used but not defined in this
Prospectus Supplement shall have the meanings given them in the Prospectus.

         The  information  in the table  appearing  under the  heading  "Selling
Securityholders"  in the  Prospectus is  superseded  in part by the  information
appearing in the table below:




                                                                                                      Securities Beneficially
                  Notes and Conversion Shares                        Shares                             Owned After Offering
                ------------------------------------------  ----------------------
                   Principal
                   Amount of
                     Notes                     Number of       Shares       Number of  Securities to be              Percentage of
                 Beneficially   Percentage    Conversion     Beneficially    Shares    Sold--Percentage                 Common 
                  Owned that     of Notes     Shares that    Owned Prior    that may   of Common Stock                   Stock
     Name         May Be Sold   Outstanding  May Be Sold (1) to Offering    Be Sold    Outstanding (2)     Amount     Outstanding
- ---------------- ------------- -----------  -------------  ------------  -----------  ----------------  -----------  -------------
                                                                                           
Alexandra
Global             2,300,000        3.6         97,046                                     *                  0         --
Investment
Fund 1 LTD.
- ----------------
Franklin
Custodian          9,000,000       14.2        379,747                                     2.5                0         --
Funds -
Utilities
- ----------------
Any other
holder of
Notes or
future
transferee,               --        --              --                                     *                  0         --
pledgee, donee
or successor
of or from any
such other
holder.(3)(4)
- ---------------- -------------- ----------- ---------------- ------------ ---------- ---------------- ------------ -------------


*Less than 1%.

(1)  Assumes  conversion  of the  full  amount  of  Notes  held by such  Selling
Securityholder  at the  initial  conversion  price of  $23.70  per  share;  such
conversion  price is subject to adjustment as described  under  "Description  of
Notes--Conversion."  Accordingly,  the number of shares of Common Stock issuable
upon  conversion of the Notes may increase or decrease from time to time.  Under
the terms of the Indenture, fractional shares will not be issued upon conversion
of the Notes; cash will be paid in lieu of fractional shares, if any.

(2) Computed in accordance with Rule 13d-3(d)(i)  promulgated under the Exchange
Act, and based upon 14,762,791  shares of Common Stock outstanding as of January
31, 1999,  treating as outstanding the number of Conversion Shares issuable upon
the assumed conversion by the named Selling Securityholder of the full amount of
such Selling  Securityholder's  Notes,  but not assuming the  conversion  of the
Notes or the exercise of warrants of any other Selling Securityholder.

(3) Information  concerning other Selling  Securityholders  will be set forth in
supplements to this Prospectus from time to time, if required.

(4)  Assumes  that any other  holders  of  Notes,  or any  further  transferees,
pledgees,  donees or successors  of or from any such other holders of Notes,  do
not  beneficially own any Common Stock other than the Common Stock issuable upon
conversion of the Notes at the initial conversion rate.

                            ------------------

               FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
               CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE
                  SECURITIES OFFERED HEREBY, SEE "RISK FACTORS"
                       BEGINNING ON PAGE 6 OF THE PROSPECTUS.
                            ------------------

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
  SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
    THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
             PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
            ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                            ------------------

           The date of this Prospectus Supplement is February 18, 1999