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BADGER METER INC Director's Dealing 2005

Jan 21, 2005

30998_dirs_2005-01-21_f3a6b920-85d9-48b0-a863-b7f13f71f319.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: 2005-01-20

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2005-01-20 Common Stock A 114.93 $29.96 Acquired 790.03 Indirect

Footnotes

F1: The shares allocated represent the Company's year-end match on employee contributions to their 401(k) Plan accounts.

F2: Price of Badger Meter, Inc. Common Stock at 12/31/04. The price reflects the Company's 2-for-1 stock split as of 12/10/04.

F3: Represents shares of Badger Meter, Inc. Common Stock allocated pursuant to the following Badger Meter Employee Benefit Stock Plans: a) Badger Meter Payroll-based Employee Stock Ownership Plan (PAYSOP), and/or, b) Badger Meter Employee Stock Ownership Plan (ESOP), and/or c) Badger Meter Savings Plan (a 401(k) Plan). In addition to the shares held in the ESSOP, Mr. Smith owns 3,600 shares directly and 10,000 shares in the Badger Meter Officers' Voting Trust. The share amounts have been adjusted to reflect the Company's 2-for-1 stock split as of 12/10/04.