SEC Form 3
FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:	
3235-0104	

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1. Name and Address of Reporting Person *
MEMOLE FRANCIS	

(Last)	
(First)	
(Middle)	

1515 S. MANCHESTER AVE	

 	

(Street)
ANAHEIM	
CA	
92802	

(City)	
(State)	
(Zip)	

	2. Date of Event Requiring Statement (Month/Day/Year)
04/15/2004	3. Issuer Name and Ticker or Trading Symbol
ITERIS HOLDINGS INC [ ITRSA.OB ]	 	
 	 	4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
 	
Director	
 	
10% Owner	

X	
Officer (give title below)	
 	
Other (specify below)	

Sr. Vice President	

	5. If Amendment, Date of Original Filed (Month/Day/Year)
	 	 	 	
 	 	 	6. Individual or Joint/Group Filing (Check Applicable Line)
X	
Form filed by One Reporting Person	

 	
Form filed by More than One Reporting Person	

	 	 	 	
Table I - Non-Derivative Securities Beneficially Owned	
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)	
Class A Common Stock	13,984	I	401(k)/ASOP	
Class A Common Stock	8,000	I	401(k) Schwab	
Class A Common Stock	500	D	 	
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)	 	
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)	3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)	 	
 	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	 	 	 	 	
Option Right to Buy	(1)	01/09/2008	Class A Common Stock	2,000	4.625	D	 	 	
Explanation of Responses:	
1. Option became exercisable in a series of three (3) successive equal annual installments upon Optionee's completion of each year of service over the three (3) year period measured from the vesting commencement date.	
 	/s/ Francis Memole	04/15/2004	
 	** Signature of Reporting Person	Date	
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).	
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.	

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned 
hereby constitutes and appoints James Miele, Jack Johnson, 
Abbas Mohaddes, Greg Miner, and members of or persons 
associated with Dorsey & Whitney LLP, and each of them, his 
true and lawful attorney-in-fact to:

(1)     Execute for and on behalf of the undersigned, in 
the undersigned's 
capacity as a director of Iteris Holdings, Inc. (the 
"Company"), any and all Forms 3, 4, and 5 required to be filed 
by the undersigned in accordance with Section 16(a) of the 
Securities Exchange Act of 1934 and the rules thereunder;

(2)     Do and perform any and all acts for and on behalf 
of the undersigned
which may be necessary or desirable to complete and execute 
any such Form 3, 4, or 5 and timely file such Form or Forms 
with the United States Securities and Exchange Commission and 
any stock exchange or similar authority; and

(3)             Take any other action of any type whatsoever 
in connection with the foregoing which, in the opinion of such 
attorney-in-fact, may be of benefit to, in the best interest 
of, or legally required by, the undersigned, it being 
understood that the documents executed by such attorney-in-
fact on behalf of the undersigned, pursuant to this Power of 
Attorney, shall be in such form and shall contain such terms 
and conditions as such attorney-in-fact may approve in his 
discretion.

The undersigned hereby grants to each such attorney-
in-fact full power and authority to do and perform all and 
every act and thing whatsoever requisite, necessary and proper 
to be done in the exercise of any of the rights and powers 
herein granted, as fully to all intents and purposes as the 
undersigned might or could do if personally present, with full 
power of substitution or revocation, hereby ratifying and 
confirming all that such attorney-in-fact, or his substitute 
or substitutes, shall lawfully do or cause to be done by 
virtue of this Power of Attorney and the rights and powers 
herein granted.  The undersigned acknowledges that no such 
attorney-in-fact, in serving in such capacity at the request 
of the undersigned, is hereby assuming, nor is the Company 
hereby assuming, any of the undersigned's responsibilities to 
comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and 
effect until the undersigned is no longer required to file 
Forms 3, 4, and 5 with respect to the undersigned's holdings 
of and transactions in securities issued by the Company, 
unless earlier revoked by the undersigned in a signed writing 
delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this 
Power of Attorney to be executed as of this 15 day of April 
2004.

/s/ Francis Memole

PowerOfAttorney404