SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SMITH KENNETH E

(Last)

(First)

(Middle)

4545 W. BROWN DEER ROAD

P.O. BOX 245036

(Street)

MILWAUKEE

53224-9536

(City)

(State)

(Zip)

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
Officer (give title below)	X	Other (specify below)
		Former Corporate Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/25/2005		M		6,300	A	$14.25	11,700⁽¹⁾	D
Common Stock	07/25/2005		S		6,300	D	$46.9433	5,400⁽¹⁾	D
Common Stock	07/26/2005		M		1,700	A	$14.25	7,100⁽²⁾	D
Common Stock	07/26/2005		S		1,700	D	$46.6225	5,400⁽¹⁾	D
Common Stock	07/26/2005		M		4,000	A	$14	9,400⁽¹⁾	D
Common Stock	07/26/2005		S		4,000	D	$46.6225	5,400⁽¹⁾	D
Common Stock	07/26/2005		M		3,363	A	$11.495	8,763⁽¹⁾	D
Common Stock	07/26/2005		S		3,363	D	$46.6225	5,400⁽¹⁾	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$14.25	07/25/2005		M			6,300	05/12/2001	05/12/2010	Common Stock	6,300	⁽³⁾	1,700	D
Stock Options	$14.25	07/26/2005		M			1,700	05/18/2002	05/18/2011	Common Stock	1,700	⁽³⁾	0	D
Stock Options	$14	07/26/2005		M			4,000	05/02/2004	05/02/2013	Common Stock	4,000	⁽³⁾	0	D
Stock Options	$11.495	07/26/2005		M			3,363	01/29/2003	01/29/2012	Common Stock	3,363	⁽³⁾	2,637⁽⁴⁾	D

Explanation of Responses:

1. In addition to the stock owned directly by Mr. Smith, he also owns 8,000 shares in the Badger Meter Officers' Voting Trust and 790.03 shares in the Company's ESSOP.

2. The Badger Meter Officers' Voting Trust disclaims pecuniary or beneficial interest in these shares.

3. Stock Options are granted on a one-for-one basis.

4. The reporting person has options to acquire 2,637 additional shares of Common Stock at $11.495. Mr. Smith resigned from the company, effective June 30, 2005, at which time all non-vested options and non-vested restricted stock were cancelled.

Remarks:

	Richard E. Johnson Attorney-in-fact	07/27/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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