<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 6)
_______________________
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
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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:
7.34%
12) Type of Reporting Person (See Instructions):
HC
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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
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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:
7.34%
(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 identified 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:
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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: February 14, 1996
________________________________________________________________
Signature: /s/ Patricia R. Justiliano
________________________________________________________________
Name/Title: Patricia R. Justiliano, Senior Vice President
& Corporate Controller
________________________________________________________________
Page 5 of 5
(13G-BADGER)
