BADGER METER INC — Director's Dealing 2004

Feb 5, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BADGER METER INC (BMI)
CIK: 0000009092
Period of Report: 2004-02-04

Reporting Person: STOLLENWERK JOHN J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-04	Common Stock	M	500.0000	$24.1250	Acquired	7016.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-04	Stock Options	$24.1250	M	500.0000	Disposed	2007-04-25	Common Stock (500.0000)	Direct
2004-02-04	Phantom Stock Units	$0	A	26.2120	Acquired	1988-08-08	Common Stock (26.2120)	Direct

Footnotes

F1: In addition to the shares that Mr. Stollenwerk owns directly, 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.

F2: Stock Options are granted on a one-for-one basis.

F3: In addition to the 1,000 stock options remaining in the May 25, 1997 grant, the reporting person has options to acquire 7,600 additional shares of Common Stock at varying grant prices and vesting schedules over a ten-year period.

F4: The phantom stock units convert to Common Stock on a 1-for-1 basis.

F5: The phantom stock units were accrued in Mr. Stollenwerk's Badger Meter, Inc. Director Deferred Compensation Plan account as payment for the $1,000 fee paid to members of the Corporate Governance Committee for attendance at the Committee meeting held 2/4/04. The phantom units are computed at the 12/31/03 closing price of the Company's stock at 38.15/share.

F6: When a participant chooses to exit the Plan, all compensation accrued is paid out in cash.