Exhibit (4.1)

                               BADGER METER, INC.
                             2003 STOCK OPTION PLAN

1.   Purpose

     The purpose of the Badger Meter, Inc. 2003 Stock Option Plan (the "Plan")
is to promote the best interests of Badger Meter, Inc. (the "Company") and its
shareholders by encouraging directors and key employees of the Company and its
subsidiaries to secure or increase on reasonable terms their stock ownership in
the Company. The Board of Directors of the Company believes the Plan will
promote continuity of management, increased incentive and personal interest in
the welfare of the Company by those who are primarily responsible for shaping
and carrying out the long-range plans of the Company and its subsidiaries and
securing their continued growth and financial success. It is intended that
certain of the options issued under the Plan may constitute incentive stock
options within the meaning of Section 422 of the Internal Revenue Code
("Incentive Stock Options") and the remainder of the options issued under the
Plan will constitute non-qualified stock options ("Non-qualified Stock
Options").

2.   Effective Date

     The Plan shall become effective on the date of adoption by the shareholders
of the Company and all options granted by the Board of Directors prior to such
shareholder approval shall be subject to such approval.

3.   Administration

     (a) The Plan shall be administered by the Management Review Committee of
the Board (the "Committee") as such Committee may be constituted from time to
time. The Committee shall consist of not less than two members of the Board
selected by the Board, each of whom shall qualify as a non-employee director
within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934
("Exchange Act"), or any successor rule or regulation thereto. A majority of the
members of the Committee shall constitute a quorum. All determinations of the
Committee shall be made by a majority of its members. Any decision or
determination reduced to writing and signed by all of the members of the
Committee shall be fully effective as if it had been made by a majority vote at
a meeting duly called and held.

     If at any time the Committee shall not be in existence or not consist of
directors who are qualified as "non-employee directors" as defined above, the
Board shall administer the Plan. To the extent permitted by applicable law, the
Board may, in its discretion, delegate to another committee of the Board or to
any or all of the authority and responsibility of the Committee with respect to
options to participants other than participants who are subject to the
provisions of Section 16 of the Exchange Act. To the extent that the Board has
delegated to such other committee the authority and



responsibility of the Committee, all references to the Committee herein shall
include such other committee.

     (b) Subject to the express provisions of the Plan, the Committee shall have
complete authority to select the key employees to whom options shall be granted,
to determine the number of shares subject to each option, the time at which the
option is to be granted, the type of option, the option period, the option price
and the manner in which options become exercisable, and shall establish such
other terms and conditions of the options as the Committee may deem necessary or
desirable. In making such determinations, the Committee may take into account
the nature of the services rendered by the respective employees, their present
and potential contribution to the success of their respective organizations and
such other factors as the Committee in its discretion shall deem relevant.
Subject to the express provisions of the Plan, the Committee shall also have
complete authority to interpret the Plan, to prescribe, amend and rescind the
rules and regulations relating to it, to waive any conditions or restriction
with respect to any options, and to make all other determinations necessary or
advisable for the administration of the Plan. The determinations of the
Committee on the matters referred to in this paragraph 3 shall be conclusive.

4.   Eligibility

     Any non-employee director ("Director") or key employee ("Employee") of the
Company or its present and future subsidiaries, as defined in Section 424(f) of
the Internal Revenue Code ("Subsidiaries"), whose judgment, initiative and
efforts contribute materially to the successful performance of the Company or
its Subsidiaries, shall be eligible to receive options under the Plan.

5.   Shares Subject to the Plan

     The shares which may be issued pursuant to options under the Plan shall be
shares of the Company's Common Stock, $1.00 par value ("Stock"), and may be
either authorized and unissued or treasury shares. The total number of shares
for which options may be granted and which may be purchased pursuant to options
under the Plan shall not exceed an aggregate of 200,000 shares, subject to
adjustment as provided in the following sentence and in paragraph 12 hereof. If
an option granted under the Plan expires, is canceled or terminates unexercised
as to any shares of Stock subject thereto, or if shares of Stock are used to
satisfy the Company's withholding tax obligations, such shares shall again be
available for the granting of additional options under the Plan.

6.   Option Price

     The option price per share of Stock shall be fixed by the Committee, but
shall be not less than 100% in the case of Incentive Stock Options of the fair
market value of the Stock on the date the option is granted. Unless otherwise
determined by the Committee, the "fair market value" of Stock on the date of
grant shall be the closing price for a share

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of Stock on such date, or, if such date is not a trading date, the next
preceding trading date as quoted on the American Stock Exchange Transaction
Reporting System.

7.   Grant of Options

     (a) Subject to the terms and conditions of the Plan, the Committee may,
from time to time, grant to Employees options to purchase such number of shares
of Stock and on such terms and conditions as the Committee may determine. More
than one option may be granted to the same Employee. The day on which the
Committee approves the granting of an option shall be considered as the date on
which such option is granted.

     (b) Notwithstanding the foregoing, each Director of the Company who is not
an employee of the Company or any subsidiary or affiliate thereof, and who first
became or becomes a Director after May 2, 2003, shall, upon approval of the Plan
by the shareholders of the Company, or at the time of their first election to
the Board, subject to adjustments as provided in paragraph 12, automatically
receive an option to purchase 6,000 shares of Stock on that date. Any date on
which a Director receives an option shall be referred to as a "Grant Date". Such
options shall be Non-qualified Stock Options with an expiration date ten (10)
years after the Grant Date. The option price per share shall be the closing
price for a share of Stock on the Grant Date, or if such day is not a trading
day, the next preceding trading day as quoted on the American Stock Exchange
Transaction Reporting System.

     (c) Notwithstanding the foregoing, each Director of the Company who is not
an employee of the Company or any subsidiary or affiliate thereof, and who first
became or becomes a Director after May 2, 2003, shall, upon approval of the Plan
by the shareholders of the Company, or at the time of their first election to
the Board, be entitled to receive an option to purchase up to 2,500 shares of
Stock on that date with the amount of options granted fixed by the number of
options remaining unexercised under the Long-term Incentive Plan approved by the
Management Review Committee on January 26, 1999, in order to increase the
Directors' stake in the future of the Company. Any date on which a Director
receives an option shall be referred to as a Grant Date. Such options shall be
Non-qualified Stock Options with an expiration date ten (10) years after the
Grant Date. The option price per share shall be the closing price for a share of
Stock on the Grant Date, or if such day is not a trading day, the next preceding
trading day as quoted on the American Stock Exchange Transaction Reporting
System.

8.   Option Period

     Except as set forth in paragraph 7, the Committee shall determine the
expiration date of each option, but in the case of Incentive Stock Options such
expiration date shall be not later than ten (10) years after the date such
option is granted.

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9.   Maximum Per Participant

     The aggregate fair market value (determined at the time the option is
granted pursuant to paragraph 7) of the Stock with respect to which any
Incentive Stock Options are exercisable for the first time by a Director or
Employee during any calendar year under the Plan or any other such plan of the
Company or any Subsidiary shall not exceed $100,000.

10.  Exercise of Options

     An option may be exercised, subject to its terms and conditions and the
terms and conditions of the Plan, in full at any time or in part from time to
time by delivery to the Company at its principal office of a written notice of
exercise specifying the number of shares with respect to which the option is
being exercised. Any notice of exercise shall be accompanied by full payment of
the option price of the shares being purchased (a) in cash or its equivalent; or
(b) with the consent of the Committee, by delivering to the Company shares of
Stock (valued at their fair market value as of the date of exercise, as
determined by the Committee consistent with the method of valuation set forth in
paragraphs 6 and 7); (c) with the consent of the Committee, by any combination
of (a) and (b); or (d) by delivering (including by fax) to the Company or its
designated agent an executed irrevocable option exercise form together with
irrevocable instructions to a broker/dealer to sell or margin a sufficient
portion of the shares of Stock and delivering the sale or margin loan proceeds
directly to the Company to pay for the option price.

11.  Transferability

     No option shall be assignable or transferable by a Director or an Employee
other than by will or the laws of descent and distribution, and may be exercised
during the life of the Director or Employee only by the Director or Employee or
his guardian or legal representative, except that an Employee may, to the extent
allowed by the Committee and in a manner specified by the Committee, (a)
designate in writing a beneficiary to exercise the option after the Employee's
death and (b) transfer any option.

12.  Capital Adjustments Affecting Common Stock

     In the event of a capital adjustment resulting from a stock dividend, stock
split, reorganization, recapitalization, merger, consolidation, combination or
exchange of shares or the like, the number of shares of Stock subject to the
Plan and the aggregate number and class of shares under option in outstanding
option agreements shall be adjusted in a manner consistent with such capital
adjustment; provided, however, that no such adjustment shall require the Company
to sell any fractional shares. The determination of the Committee as to any
adjustment shall be final. Notwithstanding the foregoing, options subject to
grant or previously granted to Directors under the Plan at the time of any
capital adjustments shall be subject only to such adjustments as shall be
necessary to maintain the relative proportionate interest of each Director and
preserve, without exceeding, the value of such options.

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13.  Corporate Mergers and Other Consolidations

     The Committee may also grant options having terms and provisions which vary
from those specified in the Plan provided that any options granted pursuant to
this paragraph are granted in substitution for, or in connection with the
assumption of, existing options granted by another company and assumed or
otherwise agreed to be provided for by the Company pursuant to or by reason of a
transaction involving a corporate merger, consolidation, acquisition or other
reorganization to which the Company is a party.

14.  Option Agreements

     All options granted under the Plan shall be evidenced by written agreement
(which need not be identical) in such form as the Committee shall determine.
Each option agreement shall specify whether the option granted thereunder is
intended to constitute an Incentive Stock Option or a Non-qualified Stock
Option.

15.  Transfer Restrictions

     Shares of Stock purchased under the Plan and held by any person who is an
officer or Director of the Company, or who directly or indirectly controls the
Company, may not be sold or otherwise disposed of except pursuant to an
effective registration statement under the Securities Act of 1933 or except in a
transaction in compliance with Rule 144 under such Act or other transaction
which, in the opinion of counsel for the Company, is exempt from registration
under such Act. The Committee may waive the foregoing restrictions in whole or
in part in any particular case or cases, or may terminate such restrictions,
whenever the Committee determines that such restrictions afford no substantial
benefit to the Company.

16.  Amendment of Plan

     Shareholder approval is required for any amendment of the Plan.

17.  Termination of Plan

     The Board shall have the right to suspend or terminate the Plan at any
time; provided, however, that no Incentive Stock Options may be granted after
the tenth (10th) anniversary of the effective date of the Plan as described in
paragraph 2 hereof. Termination of the Plan shall not affect the rights of
Employees or Directors under options previously granted to them, and all
unexpired options shall continue in force and operation after termination of the
Plan except as they may lapse or be terminated by their own terms and
conditions.

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18.  Tax Withholding

     (a) The Company may deduct and withhold from any cash otherwise payable to
an Employee such amount as may be required for the purpose of satisfying the
Company's obligation to withhold federal, state or local taxes as the result of
the exercise of an option. In the event the amount so withheld is insufficient
for such purpose, the Company may require that the Employee pay to the Company
upon its demand or otherwise make arrangements satisfactory to the Company for
payment of such amount as may be requested by the Company in order to satisfy
its obligation to withhold any such taxes.

     (b) An Employee may be permitted to satisfy the Company's withholding tax
requirements by electing to have the Company withhold shares of Stock otherwise
issuable to the Employee or to deliver to the Company shares of Stock having a
fair market value on the date income is recognized pursuant to the exercise of
an option equal to the amount required to be withheld. The election shall be
made in writing and shall be made according to such rules and procedures as the
Committee may determine.

19.  Rights as a Shareholder

     A Director or an Employee shall have no rights as a shareholder with
respect to any shares subject to any option until the date the options shall
have been exercised, the shares shall have been fully paid and a stock
certificate shall have been issued.

20.  Miscellaneous

     The grant of any option under the Plan may also be subject to other
provisions as the Committee determines appropriate, including, without
limitation, provisions for (a) one or more means to enable Employees to defer
recognition of taxable income relating to options; (b) the purchase of Stock
under options in installments; and (c) compliance with federal or state
securities laws and stock exchange requirements.


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