ITRON, INC. — Director's Dealing 2011

Feb 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITRON INC /WA/ (ITRI)
CIK: 0000780571
Period of Report: 2011-02-24

Reporting Person: HELMBRECHT STEVEN M (Sr. VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-24	Common Stock	A	13820	$61.56	Acquired	37743	Direct
2011-02-24	Common Stock	A	3750	$56.65	Acquired	41493	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-24	Stock Option (Right to Buy)	$56.65	A	8810	Acquired	2021-02-24	Common Stock (8810)	Direct

Footnotes

F1: 33 1/3% of the option is exercisable on each of February 24, 2012, February 24, 2013, and February 24, 2014.