Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DIX RONALD H
  2. Issuer Name and Ticker or Trading Symbol
BADGER METER INC [BMI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) __X__ Other (specify below)
Sr. VP-Admin, HR & Secretary / Co-trustee Officers' Voting Tr
(Last)
(First)
(Middle)
4545 W BROWN DEER ROAD, P.O. BOX 245036
3. Date of Earliest Transaction (Month/Day/Year)
02/07/2005
(Street)

MILWAUKEE, WI 53224-9536
4. If Amendment, Date Original Filed(Month/Day/Year)
02/08/2005
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/07/2005   M   3,200 A $ 5.5625 10,200 (1) D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $ 5.5625 02/07/2005   M     3,200 02/16/1996 02/16/2005 Common Stock 3,200 (2) 0 (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DIX RONALD H
4545 W BROWN DEER ROAD
P.O. BOX 245036
MILWAUKEE, WI 53224-9536
      Sr. VP-Admin, HR & Secretary Co-trustee Officers' Voting Tr

Signatures

 Ronald H. Dix   02/17/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) In addition to the 10,200 shares held solely by Mr. Dix, he also owns 43,852 shares jointly with his spouse, 20,400 shares in the Badger Meter Officers' Voting Trust and 6,490.52 shares in the Company's ESSOP.
(2) Stock Options are granted on a one-for-one basis.
(3) In addition to the 3200 stock options exercised from the February 16, 1995 grant, the reporting person has options to acquire 49,696 additional shares of Common Stock at varying grant prices and vesting schedules over a ten-year period.
 
Remarks:
Reporting person chose to hold all 3,200 shares solely rather than depositing 2,000 of the shares in a joint account as originally reported.  In addition, the original filing understated Mr. Dix's sole holdings by 1,000 shares.

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