<PAGE>   1
                                                    REGISTRATION NO. ___________

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549  

                            --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                            --------------------

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


           Wisconsin                                    39-0143280
---------------------------------                   -------------------
  (State or other jurisdiction                       (I.R.S. Employer
of incorporation or organization)                   Identification No.)


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


                   Badger Meter, Inc. 1997 Stock Option Plan
                   -----------------------------------------
                            (Full title of the plan)


                               Deirdre C. Elliott
                               Badger Meter, Inc.
                           4545 West Brown Deer Road
                           Milwaukee, Wisconsin 53223
                                 (414) 355-0400             
              ---------------------------------------------------
              (Name, address and telephone number, including area
                          code, of agent for service)

                            --------------------


                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
====================================================================================================================================
       Title of               Amount           Proposed Maximum      Proposed Maximum
   Securities to be            to be            Offering Price      Aggregate Offering        Amount of
      Registered            Registered            Per Share*              Price*          Registration Fee
<S>                    <C>                            <C>                   <C>                  <C>
------------------------------------------------------------------------------------------------------------------------------------
Common Stock,
 $1.00 par value       200,000 shares                 $ 25.5                $ 25.063             $ 1,518.94
====================================================================================================================================
</TABLE>


*  Estimated pursuant to Rule 457(c) and (h) under the Securities Act of 1933
   solely for the purpose of calculating the registration fee based upon the
   market value of the shares of Common Stock as determined by the average of 
   the high and low prices of the Common Stock on the American Stock Exchange on
   June 2, 1997.
<PAGE>   2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

             The document or documents containing the information specified in
Part I are not required to be filed with the Securities and Exchange Commission
(the "Commission") as part of this Form S-8 Registration Statement.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE.

             The following documents filed with the Commission by Badger Meter,
Inc. (the "Company") are hereby incorporated herein by reference:

             (a)     The Company's Annual Report on Form 10-K for the year
ended December 31, 1996, which includes audited financial statements as of and
for the year ended December 31, 1996.

             (b)     All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1996.

             (c)     The description of the Common Stock, par value $1.00 per
share, of the Company included in Registration Statement No. 0- 2596 on Form
8-A, dated July 26, 1971, as amended by Form 8, dated January 8, 1987, and any
amendments or reports filed for the purpose of updating such description.

             All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of filing
of this Registration Statement and prior to such time as the Company files a
post-effective amendment to the Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

ITEM 4.      DESCRIPTION OF SECURITIES.

             Not applicable.

ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL.

             The validity of the securities being offered hereby will be passed
on for the Company by Foley & Lardner, Milwaukee, Wisconsin.  Edwin P. Wiley
and John F. Callan, partners in the firm of Foley & Lardner, are trustees of a
number of trusts for the benefit of various members of the Wright family.  As
trustees they may be deemed to have beneficial ownership over the shares of the
Company's Common Stock held in those trusts.  The trustees have no voting power
and shared investment power over the shares held by the trusts because the
shares have been deposited in the Badger Meter Voting Trust.  The trustees may
be deemed to have beneficial ownership of 526,400 shares of the Company's Class
B Common Stock and 27,656 shares of the Company's Common Stock.  As of April
25, 1997, members of Foley & Lardner, attorneys who participated in the
preparation of this Registration Statement, including Mr. Wiley and Mr. Callan,
beneficially owned 28,656 shares of the Company's Common Stock, and 526,600
shares of Class B Common Stock.





                                      -2-
<PAGE>   3

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

             Pursuant to the Wisconsin Business Corporation Law and the
Company's Restated By-laws, as amended, directors and officers of the Company
are entitled to mandatory indemnification from the Company against certain
liabilities and expenses (i) to the extent such officers or directors are
successful in the defense of a proceeding and (ii) in proceedings in which the
director or officer is not successful in defense thereof, unless (in the latter
case only) it is determined that the director or officer breached or failed to
perform his duties to the Company and such breach or failure constituted:  (a)
a willful failure to deal fairly with the Company or its shareholders in
connection with a matter in which the director or officer had a material
conflict of interest; (b) a violation of the criminal law unless the director
or officer has reasonable cause to believe his or her conduct was lawful or had
no reasonable cause to believe his or her conduct was unlawful; (c) a
transaction from which the director or officer derived an improper personal
profit; or (d) willful misconduct.  It should be noted that the Wisconsin
Business Corporation Law specifically states that it is the public policy of
Wisconsin to require or permit indemnification in connection with a proceeding
involving securities regulation, as described therein, to the extent required
or permitted as described above.  Additionally, under the Wisconsin Business
Corporation Law, directors of the Company are not subject to personal liability
to the Company, its shareholders or any person asserting rights on behalf
thereof for certain breaches or failures to perform any duty resulting solely
from their status as directors except in circumstances paralleling those in
subparagraphs (a) through (d) outlined above.

             The indemnification provided by the Wisconsin Business Corporation
Law and the Company's Restated By-laws is not exclusive of any other rights to
which a director or officer may be entitled.

             Expenses for the defense of any action for which indemnification
may be available may be advanced by the Company under certain circumstances.

             The Company maintains a liability insurance policy for its
directors and officers as permitted by Wisconsin law which may extend to, among
other things, liability arising under the Securities Act of 1933, as amended.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED.

             Not Applicable.

ITEM 8.      EXHIBITS.

             The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:

             (4.1)   Badger Meter, Inc. 1997 Stock Option Plan

             (4.2)   Form of Stock Option Agreement used in connection with the
                     Badger Meter, Inc. 1997 Stock Option Plan

             (4.3)   Restated Articles of Incorporation of Badger Meter, Inc.
                     [Incorporated by reference from Exhibit 4.3 to the 
                     Company's Registration Statement on Form S-8 (Registration
                     No. 33-65618)]

             (5.0)   Opinion of Foley & Lardner

             (23.1)  Consent of Ernst & Young LLP





                                      -3-
<PAGE>   4

             (23.2)  Consent of Foley & Lardner (contained in Exhibit (5.0) 
                     hereto)

             (24.1)  Power of Attorney relating to subsequent amendments
                     (included on the signature page of this Registration 
                     Statement)

ITEM 9.      UNDERTAKINGS.

(a)          The undersigned Registrant hereby undertakes:

             (1)     To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement.

             (2)     That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

             (3)     To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b)          The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c)          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.





                                      -4-
<PAGE>   5

                                   SIGNATURES


             Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Milwaukee, State of Wisconsin, on
June 6, 1997.


                                        BADGER METER, INC.



                                        BY:   /s/ Deirdre C. Elliott
                                              --------------------------------
                                              Deirdre C. Elliott
                                              Vice President-Corporate 
                                              Counsel and Secretary



                               POWER OF ATTORNEY


             Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.  Each person whose signature appears
below constitutes and appoints James L. Forbes and Deirdre C.  Elliott, and
each of them individually, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or either of them, or their or his or her substitute or substitutes
may lawfully do or cause to be done by virtue hereof.





                                      -5-
<PAGE>   6

<TABLE>
<CAPTION>
    Signature                                 Title                           Date
    ---------                                 -----                           ----
<S>                                   <C>                               <C>
/s/ James O. Wright                   Chairman of the
-------------------                   Board of Directors                April 25, 1997 
James O. Wright                                                         


/s/ James L. Forbes                   President, Chief
-------------------                   Executive Officer                
James L. Forbes                       and Director                      April 25, 1997
                                      
/s/ Robert M. Hoffer                  Director                          April 25, 1997
--------------------                                                    
Robert M. Hoffer


/s/ Charles F. James, Jr.             Director                          April 25, 1997
-------------------------                                                                      
Charles F. James, Jr.


/s/ Kenneth P. Manning                Director                          April 25, 1997
----------------------                                                                         
Kenneth P. Manning


/s/ Andrew J. Policano                Director                          April 25, 1997
----------------------                                                                         
Andrew J. Policano


/s/ Donald J. Schuenke                Director                          April 25, 1997
----------------------                                                                         
Donald J. Schuenke


/s/ John J. Stollenwerk               Director                          April 25, 1997
-----------------------                                                                        
John J. Stollenwerk


/s/ Pamela B. Strobel                 Director                          April 25, 1997
---------------------                                                                                  
Pamela B. Strobel


/s/ James O. Wright, Jr.              Director                          April 25, 1997
------------------------                                                                       
James O. Wright, Jr.


/s/ Deirdre C. Elliott                Vice President-
----------------------                Corporate Counsel                        
Deirdre C. Elliott                    and Secretary                     April 25, 1997
                                      


/s/ Richard A. Meeusen                Vice President-
----------------------                Finance and Chief               
Richard A. Meeusen                    Financial Officer                 April 25, 1997
</TABLE>





                                      -6-
<PAGE>   7

                                 EXHIBIT INDEX



EXHIBIT NO.                           EXHIBIT

 (4.1)               Badger Meter, Inc. 1997 Stock Option Plan

 (4.2)               Form of Stock Option Agreement used in connection with the
                     Badger Meter, Inc. 1997 Stock Option Plan

 (4.3)               Restated Articles of Incorporation of Badger Meter, Inc.  
                     [Incorporated by reference from Exhibit 4.3 to the 
                     Company's Registration Statement on Form S-8 (Registration
                     No. 33-65618)]

 (5.0)               Opinion of Foley & Lardner

(23.1)               Consent of Ernst & Young LLP

(23.2)               Consent of Foley & Lardner (contained in Exhibit (5.0) 
                     hereto)

(24.1)               Power of Attorney relating to subsequent amendments 
                     (included on the signature page of this Registration 
                     Statement)





                                      -7-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18987}]
{"company-data": {"conformed-name": "BADGER METER INC", "cik": "0000009092", "assigned-sic": "3824", "irs-number": "390143280", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28617", "film-number": "97620003"}, "business-address": {"street1": "4545 WEST BROWN DEER ROAD", "street2": "C/O CORPORATE SECRETARY", "city": "MILWAUKEE", "state": "WI", "zip": "53223-0099", "phone": "4143550400"}, "former-company": {"former-conformed-name": "BADGER METER MANUFACTURING CO", "date-changed": "19710729"}}
1
                                                    REGISTRATION NO. ___________

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549  

                            --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     Under
                           THE SECURITIES ACT OF 1933

                            --------------------

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

           Wisconsin                                    39-0143280
---------------------------------                   -------------------
  (State or other jurisdiction                       (I.R.S. Employer
of incorporation or organization)                   Identification No.)

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

                   Badger Meter, Inc. 1997 Stock Option Plan
                   -----------------------------------------
                            (Full title of the plan)

                               Deirdre C. Elliott
                               Badger Meter, Inc.
                           4545 West Brown Deer Road
                           Milwaukee, Wisconsin 53223
                                 (414) 355-0400             
              ---------------------------------------------------
              (Name, address and telephone number, including area
                          code, of agent for service)

                            --------------------

                        CALCULATION OF REGISTRATION FEE
====================================================================================================================================
       Title of               Amount           Proposed Maximum      Proposed Maximum
   Securities to be            to be            Offering Price      Aggregate Offering        Amount of
      Registered            Registered            Per Share*              Price*          Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock,
 $1.00 par value       200,000 shares                 $ 25.5                $ 25.063             $ 1,518.94
====================================================================================================================================
*  Estimated pursuant to Rule 457(c) and (h) under the Securities Act of 1933
   solely for the purpose of calculating the registration fee based upon the
   market value of the shares of Common Stock as determined by the average of 
   the high and low prices of the Common Stock on the American Stock Exchange on
   June 2, 1997.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

             The document or documents containing the information specified in
Part I are not required to be filed with the Securities and Exchange Commission
(the "Commission") as part of this Form S-8 Registration Statement.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE.

             The following documents filed with the Commission by Badger Meter,
Inc. (the "Company") are hereby incorporated herein by reference:

             (a)     The Company's Annual Report on Form 10-K for the year
ended December 31, 1996, which includes audited financial statements as of and
for the year ended December 31, 1996.

             (b)     All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1996.

             (c)     The description of the Common Stock, par value $1.00 per
share, of the Company included in Registration Statement No. 0- 2596 on Form
8-A, dated July 26, 1971, as amended by Form 8, dated January 8, 1987, and any
amendments or reports filed for the purpose of updating such description.

             All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of filing
of this Registration Statement and prior to such time as the Company files a
post-effective amendment to the Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

ITEM 4.      DESCRIPTION OF SECURITIES.

             Not applicable.

ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL.

             The validity of the securities being offered hereby will be passed
on for the Company by Foley & Lardner, Milwaukee, Wisconsin.  Edwin P. Wiley
and John F. Callan, partners in the firm of Foley & Lardner, are trustees of a
number of trusts for the benefit of various members of the Wright family.  As
trustees they may be deemed to have beneficial ownership over the shares of the
Company's Common Stock held in those trusts.  The trustees have no voting power
and shared investment power over the shares held by the trusts because the
shares have been deposited in the Badger Meter Voting Trust.  The trustees may
be deemed to have beneficial ownership of 526,400 shares of the Company's Class
B Common Stock and 27,656 shares of the Company's Common Stock.  As of April
25, 1997, members of Foley & Lardner, attorneys who participated in the
preparation of this Registration Statement, including Mr. Wiley and Mr. Callan,
beneficially owned 28,656 shares of the Company's Common Stock, and 526,600
shares of Class B Common Stock.

                                      -2-
3

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

             Pursuant to the Wisconsin Business Corporation Law and the
Company's Restated By-laws, as amended, directors and officers of the Company
are entitled to mandatory indemnification from the Company against certain
liabilities and expenses (i) to the extent such officers or directors are
successful in the defense of a proceeding and (ii) in proceedings in which the
director or officer is not successful in defense thereof, unless (in the latter
case only) it is determined that the director or officer breached or failed to
perform his duties to the Company and such breach or failure constituted:  (a)
a willful failure to deal fairly with the Company or its shareholders in
connection with a matter in which the director or officer had a material
conflict of interest; (b) a violation of the criminal law unless the director
or officer has reasonable cause to believe his or her conduct was lawful or had
no reasonable cause to believe his or her conduct was unlawful; (c) a
transaction from which the director or officer derived an improper personal
profit; or (d) willful misconduct.  It should be noted that the Wisconsin
Business Corporation Law specifically states that it is the public policy of
Wisconsin to require or permit indemnification in connection with a proceeding
involving securities regulation, as described therein, to the extent required
or permitted as described above.  Additionally, under the Wisconsin Business
Corporation Law, directors of the Company are not subject to personal liability
to the Company, its shareholders or any person asserting rights on behalf
thereof for certain breaches or failures to perform any duty resulting solely
from their status as directors except in circumstances paralleling those in
subparagraphs (a) through (d) outlined above.

             The indemnification provided by the Wisconsin Business Corporation
Law and the Company's Restated By-laws is not exclusive of any other rights to
which a director or officer may be entitled.

             Expenses for the defense of any action for which indemnification
may be available may be advanced by the Company under certain circumstances.

             The Company maintains a liability insurance policy for its
directors and officers as permitted by Wisconsin law which may extend to, among
other things, liability arising under the Securities Act of 1933, as amended.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED.

             Not Applicable.

ITEM 8.      EXHIBITS.

             The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:

             (4.1)   Badger Meter, Inc. 1997 Stock Option Plan

             (4.2)   Form of Stock Option Agreement used in connection with the
                     Badger Meter, Inc. 1997 Stock Option Plan

             (4.3)   Restated Articles of Incorporation of Badger Meter, Inc.
                     [Incorporated by reference from Exhibit 4.3 to the 
                     Company's Registration Statement on Form S-8 (Registration
                     No. 33-65618)]

             (5.0)   Opinion of Foley & Lardner

             (23.1)  Consent of Ernst & Young LLP

                                      -3-
4

             (23.2)  Consent of Foley & Lardner (contained in Exhibit (5.0) 
                     hereto)

             (24.1)  Power of Attorney relating to subsequent amendments
                     (included on the signature page of this Registration 
                     Statement)

ITEM 9.      UNDERTAKINGS.

(a)          The undersigned Registrant hereby undertakes:

             (1)     To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to
include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement.

             (2)     That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

             (3)     To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b)          The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c)          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      -4-
5

                                   SIGNATURES

             Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Milwaukee, State of Wisconsin, on
June 6, 1997.

                                        BADGER METER, INC.

                                        BY:   /s/ Deirdre C. Elliott
                                              --------------------------------
                                              Deirdre C. Elliott
                                              Vice President-Corporate 
                                              Counsel and Secretary

                               POWER OF ATTORNEY

             Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.  Each person whose signature appears
below constitutes and appoints James L. Forbes and Deirdre C.  Elliott, and
each of them individually, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or either of them, or their or his or her substitute or substitutes
may lawfully do or cause to be done by virtue hereof.

                                      -5-
6
Signature                                 Title                           Date
    ---------                                 -----                           ----
/s/ James O. Wright                   Chairman of the
-------------------                   Board of Directors                April 25, 1997 
James O. Wright                                                         

/s/ James L. Forbes                   President, Chief
-------------------                   Executive Officer                
James L. Forbes                       and Director                      April 25, 1997
                                      
/s/ Robert M. Hoffer                  Director                          April 25, 1997
--------------------                                                    
Robert M. Hoffer

/s/ Charles F. James, Jr.             Director                          April 25, 1997
-------------------------                                                                      
Charles F. James, Jr.

/s/ Kenneth P. Manning                Director                          April 25, 1997
----------------------                                                                         
Kenneth P. Manning

/s/ Andrew J. Policano                Director                          April 25, 1997
----------------------                                                                         
Andrew J. Policano

/s/ Donald J. Schuenke                Director                          April 25, 1997
----------------------                                                                         
Donald J. Schuenke

/s/ John J. Stollenwerk               Director                          April 25, 1997
-----------------------                                                                        
John J. Stollenwerk

/s/ Pamela B. Strobel                 Director                          April 25, 1997
---------------------                                                                                  
Pamela B. Strobel

/s/ James O. Wright, Jr.              Director                          April 25, 1997
------------------------                                                                       
James O. Wright, Jr.

/s/ Deirdre C. Elliott                Vice President-
----------------------                Corporate Counsel                        
Deirdre C. Elliott                    and Secretary                     April 25, 1997
                                      

/s/ Richard A. Meeusen                Vice President-
----------------------                Finance and Chief               
Richard A. Meeusen                    Financial Officer                 April 25, 1997
-6-
7

                                 EXHIBIT INDEX

EXHIBIT NO.                           EXHIBIT

 (4.1)               Badger Meter, Inc. 1997 Stock Option Plan

 (4.2)               Form of Stock Option Agreement used in connection with the
                     Badger Meter, Inc. 1997 Stock Option Plan

 (4.3)               Restated Articles of Incorporation of Badger Meter, Inc.  
                     [Incorporated by reference from Exhibit 4.3 to the 
                     Company's Registration Statement on Form S-8 (Registration
                     No. 33-65618)]

 (5.0)               Opinion of Foley & Lardner

(23.1)               Consent of Ernst & Young LLP

(23.2)               Consent of Foley & Lardner (contained in Exhibit (5.0) 
                     hereto)

(24.1)               Power of Attorney relating to subsequent amendments 
                     (included on the signature page of this Registration 
                     Statement)

                                      -7-