SMITH A O CORP — Director's Dealing 2004

Feb 3, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: OCONNOR EDWARD J (Vice President - H.R. & P.A.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-02	Common Stock	M	22700	$15.135	Acquired	38288	Direct
2004-02-02	Common Stock	S	22700	$31.3288	Disposed	15588	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-02	Employee Stock Options (Right to Buy)	$15.135	M	22700	Acquired	2011-10-09	Common Stock (22700)	Direct

Footnotes

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