BADGER METER INC — Director's Dealing 2005

Feb 16, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BADGER METER INC (BMI)
CIK: 0000009092
Period of Report: 2005-02-16

Reporting Person: JOHNSON RICHARD E (Sr. VP-Finance, Treas & CFO, Co-trustee, Officers Voting Tr)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-16	Common Stock	P	200	$28.17	Acquired	12900	Indirect
2005-02-16	Common Stock	P	1100	$28.20	Acquired	14000	Indirect
2005-02-16	Common Stock	M	326	$14.25	Acquired	16000	Indirect
2005-02-16	Common Stock	M	174	$14.25	Acquired	10396	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-16	Stock Options	$14.25	M	500	Disposed	2011-05-18	Common Stock (500)	Direct

Footnotes

F1: In addition to the shares held directly by Mr. Johnson, he also owns 16,000 shares in the Badger Meter Officers' Voting Trust, 632.22 shares in the Company's ESSOP and 14,000 shares in an IRA account. All share amounts have been adjusted to reflect the Company's 2-for-1 stock split as of December 10, 2004.

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

F3: In addition to the 9,500 stock options remaining in the May 18, 2001 grant, the reporting person has options to acquire 30,800 additional shares of Common Stock at varying grant prices and vesting schedules over a ten-year period. Share amounts have been adjusted to reflect the Company's 2-for-1 stock split as of December 10, 2004.