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: WEBB DENNIS J (VP-Engineering)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-04	Common Stock	M	651.0000	$22.5000	Acquired	11753.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-04	Stock Optoins	$22.5000	M	651.0000	Disposed	2007-05-16	Common Stock (651.0000)	Direct

Footnotes

F1: In addition to the shares held directly by Mr. Webb, he also owns 6,753 shares in the Badger Meter Officers' Voting Trust and 3270.17 shares in the Company's ESSOP.

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

F3: In addition to the 1,302 stock options remaining in the May 16, 1997 grant, the reporting person has options to acquire 20,800 additional shares of Common Stock at varying grant prices and vesting schedules over a ten-year period.