BADGER METER INC — Director's Dealing 2004

Jan 28, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BADGER METER INC (BMI)
CIK: 0000009092
Period of Report: 2004-01-26

Reporting Person: SMITH KENNETH E (VP-Sales & Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-26	Common Stock	A	79.5500	$38.1500	Acquired	337.5500	Indirect

Footnotes

F1: The shares allocated represent the Company's year-end match on employee contributions to their 401(k) Plan accounts.

F2: Price of Badger Meter, Inc. Common Stock at 12/31/03.

F3: Represents shares of Badger Meter, Inc. Common Stock allocated pursuant to the following Badger Meter Employee Benefit Stock Plans: a) Badger Meter Payroll-based Employee Stock Ownership Plan (PAYSOP), and/or, b) Badger Meter Employee Stock Ownership Plan (ESOP), and/or c) Badger Meter Savings Plan (a 401(k) Plan). In addition to the shares held in the ESSOP, Mr. Smith owns 900 shares directly and 5,000 shares in the Badger Meter Officers' Voting Trust.