BADGER METER INC — Director's Dealing 2005

Feb 2, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BADGER METER INC (BMI)
CIK: 0000009092
Period of Report: 2005-01-31

Reporting Person: PAYNE ULICE JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-01-31	Common Stock	M	1000	$16.31	Acquired	4800	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-01-31	Stock Options	$16.31	M	1000	Disposed	2011-02-11	Common Stock (1000)	Direct

Footnotes

F1: Shares adjusted for 2-for-1 stock split payable 12/10/04.

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

F3: In addition to the 2,000 stock options remaining in the February 11, 2001 grant, the reporting person has options to acquire 15,200 additional shares of Common Stock at varying grant prices and vesting schedules over a ten-year period. All share amounts have been adjusted to reflect the Company's 2-for-1 stock split as of December 10, 2004.