Washington, D.C. 20549

                             Schedule 13G
               Under the Securities Exchange Act of 1934
                           (Amendment No. 5)

                           Badger Meter, Inc.

                            (Name of Issuer)

                              Common Stock

                     (Title of Class of Securities)


                            (CUSIP Number)

                          December 31, 2001
          (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

         [X] 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

                                Page 1 of 5

CUSIP No. 056525108               13G                   Page 2 of 5

 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 Beneficially Owned by Each Reporting Person With:

     5)     Sole Voting Power     22,837

     6)     Shared Voting Power:      422,966*

     7)     Sole Dispositive Power:      35,187

     8)     Shared Dispositive Power:     423,366*

 9)  Aggregate Amount Beneficially Owned by Each Reporting Person:   458,553*

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:     14.39%

12)  Type of Reporting Person (See Instructions):     HC

*Beneficial ownership of 421,966 shares is specifically disclaimed. See Item 4.

CUSIP No. 056525108                13G                    Page 3 of 5

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  53202

Item 2(c).     Citizenship:     Wisconsin Corporation

Item 2(d).     Title of Class of Securities:  Common Stock

Item 2(e).     CUSIP Number:    056525108

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 Income Security Act of
                    1974 or Endowment fund:  see Sec.
          (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:       458,553*
          (b)  Percent of Class:                   14.39%
          (c)  Number of shares as to which such person has:
                 (i)     Sole power to vote or to direct the vote:
                (ii)     Shared power to vote or to direct the vote:
               (iii)     Sole power to dispose or to direct the
                         disposition of:   35,187
               (iv)      Shared power to dispose or to direct the
                         disposition of:   423,366*

CUSIP No. 056525108                13G                    Page 4 of 5

 *Includes 421,966 shares held in one or more employee benefit plans, where the
Marshall & Ilsley Trust Company, as custodian, may be viewed as having voting
or dispositive authority in certain situations pursuant to Department of Labor
regulations or interpretations or federal case law.  Pursuant to SEC Rule 13d-4,
inclusion of such shares in this statement shall not be construed as an
admission that the Reporting Person or its subsidiaries are, for purposes of
Sections 13(d) or 13(g) of the Act, the beneficial owners of such securities.

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 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:

                    Badger Meter Company Stock Fund

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:

                 Marshall & Ilsley Trust Company N.A.
                 a national banking association
                 (successor to Marshall & Ilsley Trust Company,
                 a Wisconsin banking corporation)
                 Tax Identification No. 39-1186267

Item 8.   Identification and Classification of Members of the Group. Not

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):

CUSIP No. 056525108                13G                    Page 5 of 5

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.


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 11, 2002

Signature: /s/ M.F. Furlong

Name/Title:  M. F. Furlong, Executive Vice President & Chief Financial Officer