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: 2011-02-25

Reporting Person: UNSWORTH MALCOLM (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-25	Common Stock	A	44200	$61.34	Acquired	68843	Direct
2011-02-25	Common Stock	A	12000	$56.97	Acquired	80843	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-25	Stock Option (Right to Buy)	$56.97	A	28210	Acquired	2021-02-25	Common Stock (28210)	Direct

Footnotes

F1: 33 1/3% of the option vests on each of February 25, 2012, February 25, 2013, and February 25, 2014.