SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No.: 3 )*
ITRON, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
465741106
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(CUSIP NUMBER)
April 30, 2008
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(Date of Event Which Requires Filing of this Statement)
CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS
SCHEDULE IS FILED:
[X] Rule 13d-1 (b)
[ ] Rule 13d-1 (c)
[ ] Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
Page 2 of 7
CUSIP No. 465741106 13G
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
BlackRock, Inc.
(on behalf of its investment advisory subsidiaries - See Item 7)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP Joint Filing
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
NONE
6. SHARED VOTING POWER
3,283,775
7. SOLE DISPOSITIVE POWER
NONE
8. SHARED DISPOSITIVE POWER
3,283,775
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,283,775 (ownership disclaimed pursuant to Rule 13d-4 of the 1934 Act)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.69%
12. TYPE OF REPORTING PERSON
HC, CO
Page 3 of 7
ITEM 1 (a) Name of Issuer:
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ITRON, INC. (the "Company")
ITEM 1 (b) Address of Issuer's Principal Executive Offices:
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2111 North Molter Road
Liberty Lake, WA 99019
ITEM 2 (a) Name of Person Filing:
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BlackRock, Inc.
(on behalf of its investment advisory subsidiaries - See Item 7)
ITEM 2 (b) Address of Principal Business Office or, if none, Residence:
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BlackRock, Inc.
40 East 52nd Street
New York, NY 10022
ITEM 2 (c) Citizenship:
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See Item 4 of Cover Page
ITEM 2 (d) Title of Class Securities:
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Common Stock
ITEM 2 (e) CUSIP NUMBER:
See Cover Page
Page 4 of 7
ITEM 3
If this statement is filed pursuant to SS 240.13d-1(b) or
240.13d-2(b) OR (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act (15 U.S.C 78c),
(b) [ ] Bank as defined in Section 3(a) (6) of the Act (15 U.S.C 78c),
(c) [ ] Insurance Company as defined in Section 3(a) (19) of the Act
(15 U.S.C 78c),
(d) [ ] Investment Company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C 80a-8),
(e) [X] Investment Adviser in accordance with SS 240. 13d-1(b) (1) (ii) (E),
(f) [ ] Employee Benefit Plan or Endowment Fund in accordance with
SS 240. 13d-1(b) (ii) (F),
(g) [X] Parent Holding Company or Control Person in accordance with
SS.SS.240. 13d-1(b) (ii) (G); see Item 7,
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813),
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c) (14) of the Investment
Company Act of 1940(15 U.S.C 80a-3),
(j) [ ] Group, in accordance with SS 240. 13d-1(b) (1) (ii) (J).
ITEM 4 Ownership
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(a) Amount Beneficially Owned:
See Item 9 of Cover Page.
(b) Percent of Class:
See Item 11 of Cover Page
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
See Item 5 of Cover page
(ii) shared power to vote or to direct the vote:
See Item 6 of Cover page
(iii) sole power to dispose or to direct the disposition of:
See Item 7 of Cover page
(iv) shared power to dispose or to direct the disposition of:
See Item 8 of Cover page
Page 5 of 7
ITEM 5 Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following: [ ]
ITEM 6 Ownership of More than Five Percent on Behalf of Another Person.
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BlackRock, Inc. is a parent holding company for a number of
investment management subsidiaries. Certain of
these subsidiaries hold shares of the security which is the
subject of this report. (See Item 7).
ITEM 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company
or Control Person.
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The following subsidiaries of BlackRock, Inc. are investment advisors
which hold shares of the security being reported;
BlackRock Advisors LLC
BlackRock Asset Management U.K. Limited
BlackRock Investment Management LLC
BlackRock (Channel Islands) Ltd
BlackRock Investment Management International Limited
BlackRock Investment Management UK Ltd
ITEM 8 Identification and Classification of Members of the Group.
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Not Applicable
ITEM 9 Notice of Dissolution of Group.
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Not Applicable
Page 6 of 7
ITEM 10 Certification
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By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of such securities and were not
acquired and are not held in connection with or as a participant
in any transaction having such purpose or effect.
Signature.
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After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Date: May 09, 2008
BlackRock, Inc. (on behalf of its investment advisory subsidiaries)
BlackRock Advisors LLC
BlackRock Asset Management U.K. Limited
BlackRock Investment Management LLC
BlackRock (Channel Islands) Ltd
BlackRock Investment Management International Limited
BlackRock Investment Management UK Ltd
/s/ Denis Molleur
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Name: Denis Molleur
Title: Attorney-In-Fact*
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*Signed pursuant to a power of attorney, dated January 11, 2008, included
as Exhibit A to this Schedule 13G filed with the Securities and Exchange
Commission by BlackRock, Inc.
Page 7 of 7
EXHIBIT A
POWER OF ATTORNEY
The undersigned, BLACKROCK, INC., a corporation duly organized
under the laws of the State of Delaware, United States (the
"Company"), does hereby make, constitute and appoint each of Robert
Connolly, Howard Surloff, Edward Baer, James DesMarais,
Bartholomew Battista, Daniel Waltcher, Vincent Tritto, Karen Clark,
Denis Molleur, Daniel Ronnen, Daniel Moonay, Nicholas Hall, Con
Tzatzakis and Junichi Yoshioka acting severally, as its true and lawful
attorneys-in-fact, for the purpose of, from time to time, executing in its
name and on its behalf, whether the Company is acting individually or
as representative of others, any and all documents, certificates,
instruments, statements, other filings and amendments to the foregoing
(collectively, "documents") determined by such person to be necessary
or appropriate to comply with ownership or control-person reporting
requirements imposed by any United States or non-United States
governmental or regulatory authority, including without limitation
Forms 3, 4, 5, 13D, 13F and 13G and any amendments to any of the
foregoing as may be required to be filed with the Securities and
Exchange Commission, and delivering, furnishing or filing any such
documents with the appropriate governmental, regulatory authority or
other person, and giving and granting to each such attorney-in-fact
power and authority to act in the premises as fully and to all intents
and purposes as the Company might or could do if personally present
by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by
virtue hereof. Any such determination by an attorney-in-fact named
herein shall be conclusively evidenced by such person's execution,
delivery, furnishing or filing of the applicable document.
This power of attorney shall expressly revoke the power of attorney
dated October 4, 2006 in respect of the subject matter hereof, shall be
valid from the date hereof and shall remain in full force and effect until
either revoked in writing by the Company, or, in respect of any
attorney-in-fact named herein, until such person ceases to be an
employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has caused this power of
attorney to be executed as of this 11th day of January, 2008.
BLACKROCK, INC.
By:_ /s/ Robert W. Doll, Jr.
Name: Robert W. Doll, Jr.
Title: Vice Chairman