Item 8.01 Other Events.

On May 28, 2009, Itron, Inc. (the Company) entered into an Underwriting Agreement (the Underwriting Agreement) with Canaccord Adams Inc., Canaccord Capital Corporation, and Stephens Inc. (the Underwriters). The Underwriting Agreement provides for the sale of an aggregate of 2,750,000 shares of the Company's common stock at a public offering price of $53.00 per share, including an over-allotment option of 412,500 shares. The transaction contemplated by the Underwriting Agreement is expected to close on or about June 3, 2009. The common stock is being offered and sold pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-158417) (the Registration Statement), as supplemented by a prospectus supplement dated May 28, 2009.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Exhibit Number Description 1.1 Underwriting Agreement among Canaccord Adams Inc., Canaccord Capital Corporation, Stephens Inc., and Itron, Inc. 99.1 Information relating to Item 14 - Other Expenses of Issuance and Distribution of the Registration Statement

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