SMITH A O CORP — Director's Dealing 2004

Oct 13, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2004-10-12

Reporting Person: COLE MICHAEL J (Vice President - Asia)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-10-12	Common Stock	A	4200	—	Acquired	13242	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-10-12	Employee Stock Options (Right to Buy)	$24.64	A	5500	Acquired	2014-10-12	Common Stock (5500)	Direct
2004-10-12	Stock Appreciation Rights	$24.64	A	5500	Acquired	2014-10-12	Common Stock (5500)	Direct

Footnotes

F1: Award of restricted stock.

F2: The employee stock options and stock appreciation rights were granted in tandem on 10/12/2004 under the A. O. Smith Combined Executive Incentive Compensation Plan, a transaction exempt under Rule 16b-3. Accordingly, the exercise of one results in the expiration of the other.