SMITH A O CORP — Director's Dealing 2004

Jan 5, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2004-01-02

Reporting Person: JONES PAUL W (Pres & Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-02	Common Stock	A	25000	—	Acquired	25500	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-02	Employee Stock Options (Right to Buy)	$35.285	J	40800	Acquired	2014-01-02	Common Stock (40800)	Direct

Footnotes

F1: Award of Restricted Stock.

F2: Granted on 01/02/2004 under the A. O. Smith Combined Executive Incentive Compensation Plan, a transaction exempt under Rule 16b-3.

F3: At such date as the stock option is exercised, the price will be that which is shown on Table II in Column 2.