BADGER METER INC — Director's Dealing 2004

Apr 27, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BADGER METER INC (BMI)
CIK: 0000009092
Period of Report: 2004-04-23

Reporting Person: STOLLENWERK JOHN J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-04-26	Common Stock	J	300.0000	$43.0000	Acquired	7316.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-23	Phantom Stock Units	$0	A	40.2700	Acquired	1988-08-08	Common Stock (40.2700)	Direct

Footnotes

F1: Shares granted annually to directors pursuant to the 2002 Director Stock Grant Plan approved by shareholders.

F2: In addition to the 7,316 shares owned directly by Mr. Stollenwerk, he and members of his family are beneficiaries of the Dorothy Stollenwerk Trust, for which he is a Trustee, which holds 2,541 shares of Badger Meter stock.

F3: The phantom stock units convert to Common Stock on a 1-for-1 basis.

F4: The phantom stock units were accrued in Mr. Stollenwerk's Badger Meter, Inc. Director Deferred Compensation Plan account as payment for the $1,500 board meeting held on 4/23/04. The phantom units were computed at the 3/31/04 closing price of the Company's stock at $37.25/share.

F5: When a participant chooses to exit the Plan, all compensation accrued is paid out in cash.