SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* RILEY BRYANT R (Last) (First) (Middle) 11100 SANTA MONICA BLVD., SUITE 810 (Street) LOS ANGELES CA US 90025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ITERIS, INC. [ ITI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/30/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/30/2008		S		400	D	$2.7675	742,971	I	Footnote 1(1)
Common Stock								200,212	I	Footnote 2(2)
Common Stock								41,000	I	Footnote 3(3)
Common Stock								2,158,557	I	Footnote 4(4)
Common Stock								33,333	D(7)
Common Stock	01/31/2008		S		11,400	D	$2.79	731,571	I	Footnote 1(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant to Purchase Common Stock	$3.86							05/19/2004	05/18/2009	Common Stock	80,875		80,875	I	Footnote 1(1)
Warrant to Purchase Common Stock	$4.03							05/19/2004	05/18/2009	Common Stock	77,505		77,505	I	Footnote 1(1)
Warrant to Purchase Common Stock	$3.61							05/19/2004	05/18/2009	Common Stock	15,506		15,506	I	Footnote 2(2)
Warrant to Purchase Common Stock	$3.86							05/19/2004	05/18/2009	Common Stock	21,998		21,998	D(7)
Warrant to Purchase Common Stock	$4.03							05/19/2004	05/18/2009	Common Stock	21,081		21,081	D(7)
6% Convertible Debenture	$3.61							05/19/2004	05/19/2009	Common Stock	88,644		88,644(6)	I	Footnote 5(5)
Warrant to Purchase Common Stock	$3.86							05/19/2004	05/18/2009	Common Stock	10,352		10,352	I	Footnote 5(5)
Warrant to Purchase Common Stock	$4.03							05/19/2004	05/18/2009	Common Stock	9,920		9,920	I	Footnote 5(5)

1. Name and Address of Reporting Person* RILEY BRYANT R (Last) (First) (Middle) 11100 SANTA MONICA BLVD., SUITE 810 (Street) LOS ANGELES CA US 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Riley Investment Partners Master Fund, L.P. (Last) (First) (Middle) 11100 SANTA MONICA BLVD., SUITE 810 (Street) LOS ANGELES CA US 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Riley Investment Management LLC (Last) (First) (Middle) 11100 SANTA MONICA BLVD., SUITE 810 (Street) LOS ANGELES CA US 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Sole equity owner of Riley Investment Management LLC, General Partner of Riley Investment Partners Master Fund, L.P.

2. Sole indirect equity owner of B. Riley and Co., LLC.

3. Trustee of the B. Riley and Co. Retirement Trust.

4. Sole equity owner of Riley Investment Management LLC, investment adviser to managed accounts of advisory clients, some of which are indirectly affiliated with Mr. Riley or Riley Investment Partners Master Fund, L.P.

5. Custodian for Mr. Riley's children.

6. As converted to common stock basis.

7. Joint account holder with spouse.

	/s/ Bryant Riley	02/01/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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