SMITH A O CORP — Director's Dealing 2004

Feb 3, 2004

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2003-12-31

Reporting Person: SMITH BRUCE M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-01-13	Common Stock	G	1316	—	Disposed	1316	Indirect
2003-11-30	Common Stock	G	1316	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-01-13	Class A Common Stock	$0	G	6809	Disposed		Common Stock (6809)	Indirect
2003-11-30	Class A Common Stock	$0	G	6810	Disposed		Common Stock (6810)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2649	Indirect
Common Stock	14968	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$27.11	2019-04-01	Common Stock (0)	554	Direct
Class A Common Stock	$0		Common Stock (0)	77448	Indirect

Footnotes

F1: Dispositions reported above represent proportionate interest in gifts of 5,600 shares of Smith Investment Company ("SICO") common stock from the reporting person's wife as custodian for his issue.

F2: Shares deferred under the A. O. Smith Corporation Directors' Deferred Compensation Plan.

F3: Represents holdings of SICO common stock.

F4: Holdings reported represent SICO shares held by the reporting person's wife as custodian for his issue.

F5: The reporting person disclaims beneficial ownership of all shares held by his wife as custodian for his issue, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or any other purpose.

F6: 1 for 1

F7: Convertible at any time.

F8: None

F9: No change