SMITH A O CORP — Director's Dealing 2004

Apr 3, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2004-04-01

Reporting Person: MARTIN DENNIS J (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-01	Phantom Stock Award	$29.075	J	516	Acquired		Common Stock (516)	Direct

Footnotes

F1: Payment of portion of retainer in phantom stock under the A. O. Smith Corporation Directors' Compensation Plan based on the market price of the Common Stock on April 1, 2004.

F2: The Plan (See Footnote #1) permits the participant/recipient to defer the receipt of the award, and Mr. Martin has made a deferral.