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BADGER METER INC Director's Dealing 2005

Feb 2, 2005

30998_dirs_2005-02-02_9327ce5d-aa84-4e14-8eba-002f73b340c1.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2005-01-31 Common Stock M 1800 $15.88 Acquired 5400 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2005-01-31 Stock Options $15.88 M 1800 Disposed 2010-05-12 Common Stock (1800) Direct

Footnotes

F1: In addition to the shares held directly by Mr. Smith, he also owns 10,000 shares in the Badger Meter Officers' Voting Trust and 790.03 shares in the Company's ESSOP. 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 3,600 stock options remaining in the May 12, 2000 grant, the reporting person has options to acquire 37,600 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.