ITRON, INC. — Director's Dealing 2011

Oct 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITRON INC /WA/ (ITRI)
CIK: 0000780571
Period of Report: 2011-10-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-28	Common Stock	M	2792	$19.20	Acquired	44285	Direct
2011-10-28	Common Stock	M	2247	$20.64	Acquired	46532	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-10-28	Stock Option (Right to Buy)	$19.20	M	2792	Disposed	2014-03-08	Common Stock (2792)	Direct
2011-10-28	Stock Option (Right to Buy)	$20.64	M	2247	Disposed	2014-05-28	Common Stock (2247)	Direct

Footnotes

F1: 33-1/3% of options became exercisable on 3/8/05 and an additional 33-1/3% on each of 3/8/06 and 3/8/07.

F2: 33-1/3% of options became exercisable on 5/28/2005 and an additional 33-1/3% on each of 5/28/06 and 5/28/07.