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

                                  March 3, 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
           ----------                   ---------               ----------
  (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 7.01      Regulation FD Disclosure.


On March 3, 2006, Itron made a $10 million optional prepayment on a $185 million
seven-year senior secured term loan (term loan), completing the payoff of this
term loan. The term loan originated July 1, 2004 to finance the acquisition of
the Electricity Metering business. The Company continues to maintain a $55
million five-year senior secured revolving credit line (revolver), with the
ability to increase the revolver to $75 million at a future date. Currently,
there are no borrowings outstanding under the revolver.


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:  March 3, 2006               By:     By:  /s/ STEVEN M. HELMBRECHT
                                            -----------------------------
                                            Steven M. Helmbrecht
                                            Sr. Vice President and Chief
                                            Financial Officer