8-K

UNITED STATESSECURITIES 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):       July 21, 2008

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

Wisconsin	1-6706	39-0143280
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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 2.02	Results of Operations and Financial Condition.
	On July 21, 2008, the Company issued a press release announcing its quarterly financial results for the first quarter and six months ended June 30, 2008.
	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 filed herewith is as listed in the accompanying Exhibit Index.

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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:	July 21, 2008	By:		/s/ Richard E. Johnson
				Richard E. Johnson
				Senior Vice President – Finance and Treasurer
				Chief Financial Officer

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Exhibit Index to Current Report on Form 8-K

Dated July 21, 2008

Exhibit
Number	Description
(99.1)	Badger Meter, Inc. Press Release, dated July 21, 2008.

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EX-99.1

Exhibit 99.1

Badger Meter Reports Record Second Quarter Results

MILWAUKEE--(BUSINESS WIRE)--Badger Meter, Inc. (NYSE: BMI) today reported record sales, earnings and earnings per share from continuing operations for the second quarter and six months ended June 30, 2008.

Second Quarter Highlights

• Net sales from continuing operations were a record $74,660,000 for the second quarter of 2008, a 20.1% increase from sales of $62,173,000 for the second quarter of 2007.
• Earnings from continuing operations were a record $7,041,000 for the second quarter of 2008, up 23.1% from earnings from continuing operations of $5,720,000 for the comparable prior period.
• Net earnings were a record $7,041,000 for the second quarter of 2008, a 28.8% increase from net earnings of $5,468,000 for the second quarter of 2007.
• Diluted earnings per share were a record $0.48 for the second quarter of 2008, up 26.3% from diluted earnings per share of $0.38 for the same period in the prior year.

First Half 2008 Highlights

• Net sales from continuing operations were a record $143,080,000 for the first two quarters of 2008, a 24.6% increase from sales of $114,836,000 for the same period in 2007.
• Earnings from continuing operations were a record $13,061,000 for the first half of 2008, up 59.5% from earnings from continuing operations of $8,189,000 for the first half of the prior year.
• Net earnings were a record $13,061,000 for the first two quarters of 2008, a 62.5% increase from net earnings of $8,040,000 for the comparable prior period.
• Diluted earnings per share were a record $0.88 for the first half of 2008, up 60.0% from diluted earnings per share of $0.55 for the same period in 2007.

Operations Review

“This was another excellent quarter for Badger Meter, and our fifth consecutive quarter of record results,” said Richard A. Meeusen, chairman, president and chief executive officer of Badger Meter.

Meeusen said the sales increase was again driven by strong performance of the company’s utility products, especially automatic meter reading (AMR) technologies. Sales of the company’s ORION® proprietary drive-by AMR system and installation of plastic meters as part of the three-year $39.8 million contract with the city of Chicago also contributed to the increase. Sales of Badger Meter’s industrial products increased modestly, with higher sales of small precision valves and impeller flow sensors.

“Our margins were slightly lower in the second quarter due to changes in the product mix, offset in part by price increases implemented earlier in the year. Selling, general and administrative expenses increased due in part to higher costs associated with the growth in sales and intangible amortization related to the recent acquisition of the technology for the GALAXY® automatic metering infrastructure (AMI) system. We are implementing another price increase in July to reflect continuing increased costs,” said Meeusen.

“While the current economic environment is a concern, to this point we have not seen an impact on sales of our utility products. We have seen some weakening in certain products in our industrial markets, however, which are being somewhat offset by increased sales of our small precision valves into the petroleum and certain other industries,” said Meeusen.

“Overall, we are pleased with our continued progress. Demand for ORION remains strong and sales of our two newest products, the GALAXY AMI system and the new Lo-Profile residential meter, while still relatively small, are steadily growing. We are on track to complete construction on our new manufacturing plant in Nogales, Mexico, in the third quarter, and expect this facility to be operational by the end of the year. When completed, the new facility will not only expand production capacity, but will also enable us to reduce our manufacturing costs. A highlight of the second quarter was our move to the New York Stock Exchange on June 17. This was a significant milestone for Badger Meter that reflects our past success and long-term growth potential,” said Meeusen.

Conference Call and Webcast

Badger Meter management will hold a conference call to discuss the company’s 2008 second quarter results on Monday, July 21, 2008, at 10:00 AM Central/11:00 AM Eastern time. Interested parties can listen to the call live on the Internet through the company’s Web site: www.badgermeter.com or by dialing 1-888-680-0865 and entering the passcode 23830138. Listeners should dial in to the call at least 5-10 minutes prior to the start of the call or should go to the Web site at least 15 minutes prior to the call to download and install any necessary audio software.

Participants may pre-register for the call at: https://www.theconferencingservice.com/prereg/key.process?key= PMKDLENHP. (Due to its length, this URL may need to be copied/pasted into your Internet browser's address field.  Remove the extra space if one exists.) Pre-registrants will be issued a pin number to use when dialing into the live call which will provide quick access to the conference by bypassing the operator upon connection.

A telephone replay of the conference call will be available through Monday, July 28, by dialing 1-888-286-8010 and entering the passcode 93893740. The Webcast will be archived on the company’s Web site until its next earnings release.

About Badger Meter

Badger Meter is a leading manufacturer and marketer of products incorporating liquid flow measurement and control technologies, developed both internally and with other technology companies, as well as the leader in providing digital connectivity to AMR/AMI 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 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, manual read meters toward more expensive, value-added automatic meter reading (AMR) systems and advanced metering infrastructure (AMI) systems;
• the success or failure of newer Company products, including the Orion® radio frequency AMR system, the Galaxy® fixed network AMI system and the low profile Recordall® Model LP disc series meter;
• 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, manual 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/AMI 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, to some extent, 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 castings as a result of increases in commodity prices, particularly for copper and scrap metal, at the supplier level and resin as a result of increases in petroleum and natural gas prices;
• the Company’s expanded role as a prime contractor for providing complete AMR/AMI systems to governmental entities, which brings with it added risks, including but not limited to, Company responsibility for subcontractor performance; additional costs and expenses if the Company and its subcontractors fail to meet the agreed-upon timetable with the governmental entity; and the Company’s expanded warranty and performance obligations;
• changes in foreign economic conditions, particularly currency fluctuations between the United States dollar and the euro;
• the loss of certain single-source suppliers; 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 the U.S. Federal Communications Commission rules affecting the use and/or licensing of radio frequencies necessary for AMR/AMI 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.

BADGER METER, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
Six Months Ended June 30,
		2008		2007
Net sales	$	143,080,000	$	114,836,000
Gross margin		50,898,000		38,789,000
Earnings from continuing operations before income taxes		21,032,000		13,019,000
Provision for income taxes		7,971,000		4,830,000
Earnings from continuing operations		13,061,000		8,189,000
Earnings (loss) from discontinued operation	0			(149,000	)
Net earnings	$	13,061,000	$	8,040,000
Earnings (loss) per share amounts:
Basic:
from continuing operations	$	0.90	$	0.58
from discontinued operation		0.00		(0.01	)
Total basic	$	0.90	$	0.57
Diluted:
from continuing operations	$	0.88	$	0.56
from discontinued operation		0.00		(0.01	)
Total diluted	$	0.88	$	0.55
Shares used in computation of earnings per share:
Basic		14,466,785		14,102,764
Diluted		14,801,536		14,543,104
Three Months Ended June 30,
		2008		2007
Net sales	$	74,660,000	$	62,173,000
Gross margin		26,374,000		22,534,000
Earnings from continuing operations before income taxes		11,415,000		9,101,000
Provision for income taxes		4,374,000		3,381,000
Earnings from continuing operations		7,041,000		5,720,000
Earnings (loss) from discontinued operation	0			(252,000	)
Net earnings	$	7,041,000	$	5,468,000
Earnings (loss) per share amounts:
Basic:
from continuing operations	$	0.49	$	0.40
from discontinued operation		0.00		(0.01	)
Total basic	$	0.49	$	0.39
Diluted:
from continuing operations	$	0.48	$	0.39
from discontinued operation		0.00		(0.01	)
Total diluted	$	0.48	$	0.38
Shares used in computation of earnings per share:
Basic		14,509,709		14,167,554
Diluted		14,823,836		14,567,020

BADGER METER, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
Assets
		June 30, 2008		December 31, 2007
	(unaudited)
Cash and cash equivalents	$	5,401,000	$	8,670,000
Receivables		38,043,000		30,638,000
Inventories		39,529,000		34,094,000
Other current assets		7,586,000		6,532,000
Total current assets		90,559,000		79,934,000
Net property, plant and equipment		59,178,000		54,578,000
Intangible assets, at cost less accumulated amortization		25,742,000		477,000
Other long-term assets		8,970,000		8,354,000
Goodwill		6,958,000	6,958,000
Total assets	$	191,407,000	$	150,301,000
Liabilities and Shareholders' Equity
Short-term debt and current portion long-term debt	$	34,804,000	$	13,582,000
Payables	14,798,000		11,363,000
Accrued compensation and employee benefits		7,017,000		5,988,000
Other liabilities		12,915,000		10,276,000
Total current liabilities		69,534,000		41,209,000
Deferred income taxes	251,000		244,000
Long-term employee benefits and other		13,926,000		13,750,000
Long-term debt		2,714,000		3,129,000
Shareholders' equity		104,982,000		91,969,000
Total liabilities and shareholders' equity	$	191,407,000	$	150,301,000

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