BADGER METER INC — Director's Dealing 2005

Aug 15, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BADGER METER INC (BMI)
CIK: 0000009092
Period of Report: 2005-08-12

Reporting Person: STOLLENWERK JOHN J (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-08-12	Phantom Stock Units	$0.00	A	36.32	Acquired	1988-08-08	Common Stock (36.32)	Direct

Footnotes

F1: The phantom stock units convert to Common Stock on a 1-for-1 basis.

F2: When a participant chooses to exit the Plan, all compensation accrued is paid out in cash.

F3: The phantom stock units were accrued in Mr. Stollenwerk's Badger Meter, Inc. Director Deferred Compensation Plan account for the 8/12/05 $1500 meeting fee for a regular meeting of the Board of Directors. The phantom units were computed at the 6/30/05 closing price of $41.30/share.

F4: In addition to the phantom stock units, Mr. Stollenwerk own 16,232 shares directly and he and members of his family are beneficiaries of the Dorothy Stollenwerk Trust, for which he is a Trustee, which holds 5,082 shares of Badger Meter stock.