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) March 12, 2010

                               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 5.02     Departure of Directors or Certain Officers; Election of Directors;
---------     Appointment of Certain Officers; Compensatory Arrangements of
              Certain Officers.

     On  March 12, 2010, Ulice Payne, Jr., a director of Badger Meter, Inc. (the
"Company"), informed the Company that due to increasing business commitments, he
does  not intend to stand for re-election to the Company's Board of Directors at
the  Company's  annual  meeting to be held April 30, 2010.  Mr. Payne will serve
the remainder of his term as a director until the Company's 2010 annual meeting.



                                   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: March 12, 2010           By: /s/ Richard E. Johnson
                                   ------------------------------------
                                   Richard E. Johnson
                                   Senior Vice President - Finance and Treasurer
                                   Chief Financial Officer

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