BADGER METER INC — Director's Dealing 2005

Feb 8, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BADGER METER INC (BMI)
CIK: 0000009092
Period of Report: 2005-02-07

Reporting Person: DIX RONALD H (Sr. VP-Admin, HR & Secretary, Co-trustee Officers' Voting Tr)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-07	Common Stock	M	2000	$5.5625	Acquired	45852	Direct
2005-02-07	Common Stock	M	1200	$5.5625	Acquired	7200	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-07	Stock Options	$5.5625	M	3200	Disposed	2005-02-16	Common Stock (3200)	Direct

Footnotes

F1: Price adjusted for 2-for-1 stock split as of 12/13/04.

F2: In addition to the shares held jointly by Mr. Dix and his spouse, he also owns 7,200 shares solely, 20,400 shares in the Badger Meter Officers' Voting Trust and 6,490.52 shares in the Company's ESSOP. The share amounts have been adjusted to reflect the Company's 2-for-1 stock split.

F3: In addition to the 7,200 shares that Mr. Dix owns individually, he holds 45,852 shares jointly with his wife, 20,400 shares in the Badger Meter Officers' Voting Trust and 6,490.52 shares in the Company's ESSOP. The shares have been adjusted to reflect the 12/10/04 2-for-1 stock split.

F4: Stock Options are granted on a one-for-one basis.

F5: In addition to the 3,200 stock options exercised from the 1995 grant, the reporting person has options to acquire 24,848 additional shares of Common Stock at varying grant prices and vesting schedules over a ten-year period.