8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)      April 28, 2006

                               Badger Meter, Inc.
               (Exact name of Registrant as Specified in Charter)


          Wisconsin                       1-6706                39-0143280
 (State or Other Jurisdiction    (Commission File Number)      (IRS Employer
      of Incorporation)                                     Identification No.)


          4545 W. Brown Deer Rd., Milwaukee, Wisconsin                53223
            (Address of Principal Executive Offices)                (Zip Code)


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

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

  __ Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

  __ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

  __ Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2 (b))

  __  Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4 (c))








Item 8.01         Other Events.
- ---------         ------------

                  On April 28, 2006, the Company issued a press release
announcing that its Board of Directors approved a 2-for-1 stock split in the
form of a 100% stock dividend on the Company's Common Stock to shareholders of
record June 1, 2006, payable June 15, 2006.

                  A copy of the press release issued by the Company announcing
the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.


Item 9.01         Financial Statements and Exhibits.
- ---------         ----------------------------------

                 (a)        Financial Statements of Business Acquired.
                            ------------------------------------------

                  Not applicable.

                 (b)        Pro Forma Financial Information.
                            --------------------------------

                  Not applicable.

                 (c)        Shell Company Transactions.
                            ---------------------------

                  Not applicable.

                 (d)       Exhibits.
                           ---------

                  The exhibit listed in the accompanying Exhibit Index is filed
as part of this Current Report on Form 8-K.



                                       -2-




                                   SIGNATURES

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

                                                BADGER METER, INC.



Date:  April 28, 2006            By: /s/  Richard E. Johnson
                                     -------------------------------------------
                                     Richard E. Johnson
                                     Senior Vice President - Finance and
                                     Treasurer
                                     Chief Financial Officer






                                      -3-





                   Exhibit Index to Current Report on Form 8-K
                              Dated April 28, 2006


Exhibit
Number                             Description
- ------                             -----------

(99.1)            Badger Meter, Inc. Press Release, dated April 28, 2006.



                                      -4-

EX-99.1

                                                                    Exhibit 99.1

Badger Meter Declares Stock Split and Regular Quarterly Dividend

    MILWAUKEE--(BUSINESS WIRE)--April 28, 2006--The Badger Meter, Inc.
(AMEX:BMI) Board of Directors today announced a 2-for-1 stock split in
the form of a 100% stock dividend on the company's Common Stock. The
stock dividend is payable on June 15, 2006 to shareholders of record
at the close of business on June 1, 2006.
    The directors also declared a regular quarterly cash dividend of
15 cents per share, based on pre-split shares, to shareholders of
record June 1, 2006, payable June 15, 2006. This is the same amount
voted in the previous quarter.
    "The price of Badger Meter's stock has increased significantly
over the past few years, reflecting our improved financial performance
and successful growth strategies. Our long-term focus on developing
new products and technologies, marketing, operational improvements and
strategic alliances continues to serve the company well and has been
recognized in our stock price. The stock dividend will increase our
shares outstanding and bring our stock price into a range that is more
attractive for individual investors," said Richard A. Meeusen,
chairman, president and chief executive officer of Badger Meter.
    As of April 15, 2006, Badger Meter, Inc. had 6,943,201 shares of
Common Stock outstanding.
    Brokers and other nominee holders have five business days from the
record date to advise the company's transfer agent, American Stock
Transfer, New York, New York, of their requirements for shares.
    Badger Meter is a leading marketer and manufacturer of flow
measurement and control technology, developed both internally and with
other companies, as well as the leader in providing digital
connectivity to AMR technologies. Its products are used to measure and
control the flow of liquids in a variety of applications.
    Certain statements contained in this news release, as well as
other information provided from time to time by Badger Meter, Inc.
(the "Company") or its employees, may contain forward looking
statements that involve risks and uncertainties that could cause
actual results to differ materially from those in the forward looking
statements. The words "anticipate," "believe," "estimate," "expect,"
"think," "should" and "objective" or similar expressions are intended
to identify forward looking statements. All such forward looking
statements are based on the Company's then current views and
assumptions and involve risks and uncertainties that include, among
other things:

    --  the continued shift in the Company's business from lower cost,
        local read meters toward more expensive, value-added automatic
        meter reading (AMR) systems;

    --  the success or failure of newer Company products, including
        the Orion(R) radio frequency mobile AMR system, the absolute
        digital encoder (ADE(TM)) and the Galaxy(R) fixed network AMR
        system;

    --  changes in competitive pricing and bids in both the domestic
        and foreign marketplaces, and particularly in continued
        intense price competition on government bid contracts for
        lower cost, local read meters;

    --  the actions (or lack thereof) of the Company's competitors;

    --  changes in the Company's relationships with its alliance
        partners, primarily its alliance partners that provide AMR
        connectivity solutions, and particularly those that sell
        products that do or may compete with the Company's products;

    --  changes in the general health of the United States and foreign
        economies, including housing starts in the United States and
        overall industrial activity;

    --  increases in the cost and/or availability of needed raw
        materials and parts, including recent increases in the cost of
        brass housings as a result of increases in the commodity
        prices for copper and zinc at the supplier level and resin as
        a result of increases in petroleum and natural gas prices;

    --  the ability to improve operating results for foreign markets
        that have experienced historical losses;

    --  changes in foreign economic conditions, particularly currency
        fluctuations between the United States dollar and the euro;
        and

    --  changes in laws and regulations, particularly laws dealing
        with the use of lead (which can be used in the manufacture of
        certain meters incorporating brass housings) and Federal
        Communications Commission rules affecting the use and/or
        licensing of radio frequencies necessary for AMR products.

    All of these factors are beyond the Company's control to varying
degrees. Shareholders, potential investors and other readers are urged
to consider these factors carefully in evaluating the forward looking
statements and are cautioned not to place undue reliance on such
forward looking statements. The forward looking statements made in
this document are made only as of the date of this document and the
Company assumes no obligation, and disclaims any obligation, to update
any such forward looking statements to reflect subsequent events or
circumstances.

    Badger Meter company news is available 24 hours a day, on-line at:
http://www.badgermeter.com.

    CONTACT: Badger Meter, Inc.
             Joan C. Zimmer, 414-371-5702