SMITH A O CORP — Director's Dealing 2003

Jul 31, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2003-07-30

Reporting Person: OCONNOR EDWARD J (Vice President - H/R and P/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-07-30	Common Stock	M	11400	$17.2067	Acquired	25388	Direct
2003-07-30	Common Stock	M	12100	$18.313	Acquired	37488	Direct
2003-07-30	Common Stock	S	23500	$32.6661	Disposed	13988	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-07-30	Employee Stock Options (Right to Buy)	$17.2067	M	11400	Acquired	2004-10-11	Common Stock (11400)	Direct
2003-07-30	Employee Stock Options (Right to Buy)	$18.313	M	12100	Acquired	2008-10-06	Common Stock (12100)	Direct

Footnotes

F1: Options were granted under the A. O. Smith Corporation Long-Term Executive Incentive Compensation Plan and the A. O. Smith Corporation 1990 Long-Term Executive Incentive Compensation Plan, a Rule 16b-3 Plan.

F2: Transaction is the exercise of a derivative security.