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<SEC-DOCUMENT>0000950131-99-000169.txt : 19990120
<SEC-HEADER>0000950131-99-000169.hdr.sgml : 19990120
ACCESSION NUMBER:		0000950131-99-000169
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19990119

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BADGER METER INC
		CENTRAL INDEX KEY:			0000009092
		STANDARD INDUSTRIAL CLASSIFICATION:	TOTALIZING FLUID METERS & COUNTING DEVICES [3824]
		IRS NUMBER:				390143280
		STATE OF INCORPORATION:			WI
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		
		SEC FILE NUMBER:	005-10355
		FILM NUMBER:		99507681

	BUSINESS ADDRESS:	
		STREET 1:		4545 WEST BROWN DEER ROAD
		STREET 2:		C/O CORPORATE SECRETARY
		CITY:			MILWAUKEE
		STATE:			WI
		ZIP:			53223-0099
		BUSINESS PHONE:		4143715887

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BADGER METER MANUFACTURING CO
		DATE OF NAME CHANGE:	19710729

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HEARTLAND ADVISORS INC
		CENTRAL INDEX KEY:			0000937394
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				391078128
		STATE OF INCORPORATION:			WI
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		SC 13G/A

	BUSINESS ADDRESS:	
		STREET 1:		790 NORTH MILWAUKEE STREET
		CITY:			MILWAUKEE
		STATE:			WI
		ZIP:			53202
		BUSINESS PHONE:		4142897840

	MAIL ADDRESS:	
		STREET 1:		790 NORTH MILWAUKEE STREET
		CITY:			MILWAUKEE
		STATE:			WI
		ZIP:			53202
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<DESCRIPTION>BADGER METER, INC
<TEXT>

<PAGE>
 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549



                                  SCHEDULE 13G



                   Under the Securities Exchange Act of 1934

                              (Amendment No. 8 )*


                               BADGER METER, INC.
                                (Name of Issuer)

                                    CLASS A
                                  COMMON STOCK
                         (Title of Class of Securities)


                                   056525108
                                 (CUSIP Number)


                               December 31, 1998
            (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
 
     [ ] Rule 13d-1(b)
     [ ] Rule 13d-(c)
     [ ] Rule 13d-1(d)

*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
<PAGE>
 
CUSIP No. 056525108                    13G                     Page 2 of 5 Pages


1.  NAME OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS

               HEARTLAND ADVISORS, INC.
 
               #39-1078128

2.  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                                             (a) [ ]
                                             (b) [ ]

3.  SEC USE ONLY

4.  CITIZENSHIP OR PLACE OF ORGANIZATION

               WISCONSIN, U.S.A.

  NUMBER OF                 5.  SOLE VOTING POWER
   SHARES 
BENEFICIALLY                     156,900
  OWNED BY
    EACH                    6.  SHARED VOTING POWER
  REPORTING                 None                   
   PERSON                     
    WITH                    7.  SOLE DISPOSITIVE POWER 
                                                       
                                 372,600                    
                                                       
                            8.  SHARED DISPOSITIVE POWER
                            None                        
                            

9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          372,600

10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES



11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

          14.8%

12. TYPE OF REPORTING PERSON

               IA
<PAGE>
 
CUSIP NUMBER 056525108                          Page 3 Of 5 Pages

Item 1.
    (a) Name of Issuer: Badger Meter, Inc.
        --------------                


    (b) Address of Issuer's Principal Executive Offices:
        ----------------------------------------------- 
          4545 West Brown Deer Road
          Milwaukee, WI 53223

Item 2.
    (a) Name of Person Filing: Heartland Advisors, Inc.
        ---------------------                             
 

    (b) Address of Principal Business Office:
        ------------------------------------ 
               Heartland Advisors, Inc.
               790 North Milwaukee Street
               Milwaukee, WI 53202

 
    (c) Citizenship: Heartland Advisors is a Wisconsin corporation.
        -----------                                                      
 
    (d) Title of Class of Securities: Class A Common Stock
        ----------------------------               

    (e) CUSIP Number: 056525108
        ------------           

Item 3. If this statement is filed pursuant to (S)(S) 240.13d-1(b) or 240.13d-
        ---------------------------------------------------------------------
         2(b) or (c), check whether the person filing is a:
         --------------------------------------------------

  (a)_____  Broker or Dealer registered under Section 15 of
            the Act (15 U.S.C. 78o).

  (b)_____  Bank as defined in Section 3(a)(6) of
            the Act (15 U.S.C. 78c).

  (c)_____  Insurance company as defined in Section 3(a)(19)
            of the Act (15 U.S.C.78c).

  (d)_____  Investment company registered under section 8 of
            the Investment Company Act of 1940 (15 U.S.C. 80a-8).

  (e)  X    An investment adviser in accordance with (S) 240.13d-
     -----  1(b)(1)(ii)(E);

  (f)_____  An employee benefit plan or endowment fund in accordance with
            (S)240.13d-1(b)(1)(ii)(F).
<PAGE>
 
  (g)_____  A parent holding company or control person in accordance with
            (S)240.13d-1(b)(ii)(G);

  (h)_____  A savings association as defined in Section 3(b) of the
            Federal Deposit Insurance Act (12 U.S.C. 1813);

  (i)_____  A church plan that is excluded from the definition of an
            investment company under section 3(c)(14) of the Investment Company
            Act of 1940 (15 U.S.C. 80a-3);

  (j)_____  Group, in accordance with (S)240.13d-1(b)(1)(ii)(J).


If this statement is filed pursuant to (S)240.13d-1(c), check this box [ ].

Item 4. Ownership.
        --------- 

    (a) Amount beneficially owned:
        --------------------------
        372,600 shares may be deemed beneficially owned within the meaning of 
Rule 13d-3 of the Securities Exchange Act of 1934 by Heartland Advisors, Inc.

    (b) Percent of Class:
        ----------------- 
        14.8%

    (c) For information on voting and dispositive power with respect to the
above listed shares, see Items 5-8 of the Cover Page.


Item 5. Ownership of Five Percent or Less of a Class.
        -------------------------------------------- 

      If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following: [ ]


Item 6. Ownership of more than Five Percent on Behalf of Another
        --------------------------------------------------------
        Person.
        ------- 

     The shares of common stock to which this Schedule relates are held in
investment advisory accounts of Heartland Advisors, Inc.  As a result, various
persons have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the securities.  The interests
of one such account, Heartland Value Fund, a series of Heartland Group, Inc., a
registered investment company, relates to more than 5% of the class.


Item 7. Identification and Classification of the Subsidiary Which Acquired the
        ----------------------------------------------------------------------
        Security Being Reported on By the Parent Holding Company.
        ---------------------------------------------------------

          Not Applicable.

Item 8. Identification and Classification of Members of the Group.
        --------------------------------------------------------- 

          Not Applicable.
<PAGE>
 
Item 9. Notice of Dissolution of Group.
        ------------------------------ 

          Not Applicable.

Item 10.  Certification.
          ------------- 

      By signing below, I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose 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:  January 13, 1999

                    HEARTLAND ADVISORS, INC.

                    By:   PATRICK J. RETZER
                           Patrick J. Retzer
                           Senior Vice President
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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