SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                               AMENDMENT NO. 1 TO

[X]  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

For the fiscal year ended December 31, 2001

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

For the transition period from ____________to____________

Commission file number         1-6706

                               BADGER METER, INC.
               (Exact name of registrant as specified in charter)

      WISCONSIN                                        39-0143280
(State of Incorporation)                    (I.R.S. Employer Identification No.)

4545 W. Brown Deer Road
Milwaukee, Wisconsin                                     53223
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:  414 - 355-0400

Securities registered pursuant to Section 12(b) of the Act:

                                                Name of each exchange
Title of class:                                 on which registered:
Common Stock                                    American Stock Exchange
Common Share Purchase Rights                    American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:   NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. YES _X_  NO __

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The aggregate market value of voting stock held by non-affiliates of the
registrant was $73,922,683 as of February 28, 2002. At February 28, 2002, the
registrant had 3,190,597 shares of Common Stock outstanding.

                      Documents Incorporated by Reference:

     Parts I and II incorporate information by reference from the company's 2001
Annual Report to Shareholders.

     Part III incorporates information by reference from the definitive Proxy
Statement for the Annual Meeting of Shareholders to be held on April 19, 2002
[to be filed with the Securities and Exchange Commission under Regulation 14A
within 120 days after the end of the registrant's fiscal year].


                                EXPLANATORY NOTE

     The undersigned registrant hereby amends the cover page of its Annual
Report on Form 10-K for the year ended December 31, 2001 to correct the number
of shares of Common Stock outstanding as of February 28, 2002, as set forth
below:

          "At February 28, 2002, the registrant had 3,190,597 shares
          of Common Stock outstanding."

     Except as noted herein, the registrant's December 31, 2001 Annual Report on
Form 10-K for the year ended December 31, 2001 remains as originally filed with
the Securities and Exchange Commission on March 12, 2002.


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.


Dated: March 13, 2002


                                    BADGER METER, INC.
                                    Registrant


                                    By: /s/ Richard E. Johnson
                                       ----------------------------------------
                                       Richard E. Johnson
                                       Vice President - Finance, Chief Financial
                                           Officer, and Treasurer


                                    By: /s/ Beverly L.P. Smiley
                                       ----------------------------------------
                                       Beverly L.P. Smiley
                                       Vice President - Corporate Controller


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