8-K

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


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                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                                October 14, 2004
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                Date of Report (Date of Earliest Event Reported)

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


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


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

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

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


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under Securities Act
   (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))



Item 5.02  Departure of Directors or Principal Officers; Election of Directors;
           Appointment of Principal Officers.

On October 11, 2004, Itron, Inc. ("we," "our" or "the Company") announced
that David G. Remington, vice president and chief financial officer will retire
as CFO effective December 31, 2004. Replacing him at that time will be Steven M.
Helmbrecht, vice president and general manager, International. Remington will
continue to be an employee of Itron on a part time basis for two years,
providing financial and strategic advisory services.

Steve Helmbrecht joined Itron in September 2002 as vice president and
general manager, International. Prior to joining Itron, Helmbrecht was chief
financial officer of LineSoft Corporation, a leading provider of engineering
design software and services to the electric utility industry, which Itron
acquired in 2002. Helmbrecht spent seven years with SS&C Technologies, Inc., a
leading provider of portfolio management and accounting software where he had
executive responsibilities for international sales, marketing and operations.
Helmbrecht has a B.A. in Business Administration (Accounting) from the
University of Washington and a Master of Taxation from the University of Denver.

Item 9.01 Financial Statements and Exhibits.

(c)      Exhibits.

The following exhibits are filed as part of this report:

Exhibit
Number             Description
- --------------     -------------------------------------------------------------

99.1               Press Release dated October 11, 2004.



The information presented in this Current Report on Form 8-K may contain
forward-looking statements and certain assumptions upon which such
forward-looking statements are in part based. Numerous important factors,
including those factors identified in Itron, Inc.'s Annual Report on Form 10-K
and other of the Company's filings with the Securities and Exchange Commission,
and the fact that the assumptions set forth in this Current Report on Form 8-K
could prove incorrect, could cause actual results to differ materially from
those contained in such forward-looking statements.



                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.



                                     ITRON, INC.

Dated:  October 14, 2004     By:  /s/ DAVID G. REMINGTON
                                     David G. Remington
                                     Vice President and Chief Financial Officer




                                  EXHIBIT INDEX

Exhibit
Number             Description
- --------------     -------------------------------------------------------------

99.1               Press Release dated October 11, 2004.

EX-99.1

                                                                    Exhibit 99.1

Itron CFO Dave Remington to Retire; Steve Helmbrecht Announced as Successor

    SPOKANE, Wash.--(BUSINESS WIRE)--Oct. 11, 2004--Itron, Inc.
(Nasdaq:ITRI), announced today that David G. Remington, vice president
and chief financial officer will retire as CFO effective December 31,
2004. Replacing him at that time will be Steven M. Helmbrecht, vice
president and general manager, International. Easing the transition of
CFO responsibilities will be that Remington will continue to be
involved with Itron on a part time basis for two years, providing
financial and strategic consulting services.
    "Dave has been a driving force behind the five acquisitions that
Itron has completed in the last three years, and was instrumental in
obtaining the capital resources necessary to complete them," said
LeRoy Nosbaum, chairman and CEO. "We are very grateful to him for his
many significant contributions to our transformation and growth, and
his financing innovations in the almost nine years that he has been
with us."
    "Dave will be handing over the financial responsibilities of the
Company to a very qualified successor. Steve has a demonstrated track
record in both operations and finance and is a valued member of the
Itron leadership team," continued Nosbaum.
    Steve Helmbrecht joined Itron in September 2002 as vice president
and general manager, International. Prior to joining Itron, Helmbrecht
was chief financial officer of LineSoft Corporation, a leading
provider of engineering design software and services to the electric
utility industry, which Itron acquired in 2002. Helmbrecht spent seven
years with SS&C Technologies, Inc., a leading provider of portfolio
management and accounting software where he had executive
responsibilities for international sales, marketing and operations.
Helmbrecht has a B.A. in Business Administration (Accounting) from the
University of Washington and a Master of Taxation from the University
of Denver.

    About Itron:

    Itron is a leading technology provider and critical source of
knowledge to the global energy and water industries. More than 3,000
utilities worldwide rely on Itron technology to deliver the knowledge
they require to optimize the delivery and use of energy and water.
Itron delivers value to its clients by providing industry-leading
solutions for electricity metering, meter data collection, energy
information management, demand side management and response, load
forecasting, analysis and consulting services, transmission and
distribution system design and optimization, Web-based workforce
automation, commercial and industrial customer care and residential
energy management. To know more, start here: www.itron.com.


    CONTACT: Itron, Inc.
             Mima Scarpelli, 509-891-3565
             mima.scarpelli@itron.com