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


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

                                    FORM 8-K

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

                                February 22, 2006
                     --------------------------------------
                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.


Mary Ann Peters will not be standing for  re-election  at the annual  meeting of
shareholders  on May 9, 2006.  Ms. Peters has served on the  Company's  Board of
Directors  since  1994  and is  retiring  to  devote  time  to  pursue  personal
interests.  Ms.  Peters  serves on the  Compensation  Committee of the Company's
Board of Directors.

Upon  recommendation  from the Corporate  Governance  Committee of the Company's
Board of  Directors,  on  February  22,  2006 the Board of  Directors  nominated
Charles H.  Gaylord,  Jr. to be elected as a director  at the annual  meeting of
shareholders on May 9, 2006, for a two-year term to expire at the annual meeting
of  shareholders  in 2008.  Mr.  Gaylord  is a member of the  Advisory  Board of
Technology  Crossover  Ventures I and is a former board member of several public
software  companies,  including HNC Software,  Inc., Retek,  Inc., Stac Inc. and
Maxis, Inc. Mr. Gaylord was also a member of the boards of directors or advisors
of several private  software  companies,  including  Silicon Energy.  During the
early 1990's, Mr. Gaylord served as the Executive Vice President for Intuit Inc.
and as Chairman of the Board of Directors of ChipSoft, Inc., prior to ChipSoft's
acquisition by Intuit in 1993. Prior to ChipSoft,  Mr. Gaylord was a member of a
large private energy marketing and trading company for 17 years.

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:  February 24, 2006           By:     /s/ LeRoy Nosbaum
                                            ------------------------------------
                                            LeRoy Nosbaum
                                            Chief Executive Officer
                                            and Chairman of the Board