<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)
_______________________
Badger Meter Inc.
____________________
(Name of Issuer)
Class B Common Stock
____________________
(Title of Class of Securities)
056995103
____________
(CUSIP Number)
Check the following box if a fee is being paid with this statement
[ ]. (A fee is not required only if the filing person: (1) has
a previous statement on file reporting beneficial ownership of
more than five percent (5%) of the class of securities described
in Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent (5%) or less of
such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
Page 1 of 5 Pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CUSIP No. 056995103
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Reporting Person:
MARSHALL & ILSLEY CORPORATION, I.D. No. 39-0452805
2) Check the Appropriate Box if a Member of a Group (See
Instructions):
(a) [ ]
(b) [ ]
3) SEC Use Only
4) Citizenship or Place of Organization:
Wisconsin
Number of Shares 5) Sole Voting Power: 0.00
Beneficially Owned ______________________________________________
by Each Reporting
Person With: 6) Shared Voting Power: 0.00
______________________________________________
7) Sole Dispositive Power: 0.00
______________________________________________
8) Shared Dispositive Power: 41,300
_____________________________________________________________________________
9) Aggregate Amount Beneficially Owned by Each Reporting Person:
41,300
_____________________________________________________________________________
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions):
N/A
_____________________________________________________________________________
11) Percent of Class Represented by Amount in Row 9:
7.3%
_____________________________________________________________________________
12) Type of Reporting Person (See Instructions):
HC
Page 2 of 5
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INSTRUCTIONS:
A. Statements containing the information required by this
Schedule shall be filed not later than February 14 following the
calendar year covered by the statement or within the time specified
in Rule 13-d(b) (2), if applicable.
B. Information contained in a form which is required to be filed
by rules under Section 13(f) (15 USC 78m(f)) for the same calendar
year as that covered by a statement on this Schedule may be
incorporated by reference in response to any of the items of this
schedule. If such information is incorporated by reference in this
Schedule, copies of the relevant pages of such form shall be filed
as an exhibit to this Schedule.
C. The item numbers and captions of the items shall be included
but the text of the items is to be omitted. The answers to the
items shall be so prepared as to indicate clearly the coverage of
the items without referring to the text of the items. Answer every
item. If an item is inapplicable or the answer is in the negative,
so state.
Item 1(a). Name of Issuer:
Badger Meter Inc.
_____________________________________________________________________________
Item 1(b). Address of Issuer's Principal Executive Offices:
4545 West Brown Deer Road, Milwaukee, Wisconsin
_____________________________________________________________________________
Item 2(a). Name of Person Filing:
Marshall & Ilsley Corporation
_____________________________________________________________________________
Item 2(b). Address or Principal Business Office or, if none,
Residence:
770 North Water Street, Milwaukee, Wisconsin
_____________________________________________________________________________
Item 2(c). Citizenship:
Wisconsin Corporation
_____________________________________________________________________________
Item 2(d). Title of Class of Securities:
Class B Common Stock
_____________________________________________________________________________
Item 2(e). CUSIP Number:
056995103
Page 3 of 5 Pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Item 3. If this statement is filed pursuant to rules 13d-1
(b) (1), or 13d-2 (b), check whether the person
filing is a:
(a) [ ] Broker or dealer registered under Section 15 of
the Act
(b) [ ] Bank as defined in Section 3 (a) (6) of the Act
(c) [ ] Insurance Company as defined in Section 3 (a) (19)
of the Act
(d) [ ] Investment Company registered under Section 8 of
the Investment Company Act
(e) [ ] Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment fund: see Sec. 240.13d-1(b) (1) (ii)
(F)
(g) [XX] Parent Holding Company, in accordance with Sec.
240.13d-1 (b)(1)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with Sec. 240.13d-1 (b) (1)
(h) (H)
_____________________________________________________________________________
Item 4. Ownership.
(a) Amount Beneficially Owned:
41,300
______________________________________________________________________________
(b) Percent of Class:
7.3%
_____________________________________________________________________________
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
0.00
(ii) Shared power to vote or to direct the vote
0.00
(iii) Sole power to dispose or to direct the
disposition of
0.00
(iv) Shared power to dispose or to direct the
disposition of
41,300
_____________________________________________________________________________
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
_____________________________________________________________________________
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
The following persons are believed to have the right to
receive or the power to direct the receipt of dividends from or
the proceeds from the sale of the securities indentifed herein:
The Trustees of the Kathryn Wright Donaldson 1961 Trust
Item 7. Identification and Classification of the Subsidiary
which Acquired the Security Being Reported on by the
Parent Holding Company.
The parent holding company has filed this schedule
pursuant to Rule 13d-1(b)(1)(ii)(g) and each relevant
subsidiary hereby consents to the filing of this
statement on its behalf by the parent company:
Page 4 of 5 Pages
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Marshall & Ilsley Trust Company
a Wisconsin banking corporation
Tax Identification No. 39-1186267
_____________________________________________________________________________
Item 8. Identification and Classification of Members of
the Group.
Not applicable
_____________________________________________________________________________
Item 9. Notice of Dissolution of Group.
Not applicable
_____________________________________________________________________________
Item 10. Certification.
The following certification shall be included if the statement is
filed pursuant to Rule 13d-1 (b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
Signature.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: April 5, 1995
_______________________________________________________________________
Signature: /s/ Patricia R. Justiliano
_______________________________________________________________________
Corporate
Name/Title: Patricia R. Justiliano, Senior Vice President &
Corporate Controller
_______________________________________________________________________
Page 5 of 5
(13G-BADGER)
