SMITH A O CORP — Director's Dealing 2005

Oct 13, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2005-10-11

Reporting Person: MEDICE ALBERT E (Vice President - Europe)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-10-11	Employee Stock Options (Right to Buy)	$29.20	A	3800	Acquired	2015-10-11	Common Stock (3800)	Direct
2005-10-11	Phantom Stock	$29.20	A	3100	Acquired		Common Stock (3100)	Direct

Footnotes

F1: The employee stock options were granted on 10/11/2005 under the A. O. Smith Combined Executive Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The options become exercisable in three annual installments of 1/3 of the award starting on 10/10/2006.

F2: The phantom stock was granted on 10/11/2005 under the A. O. Smith Combined Executive Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The shares of phantom stock become payable in Common Stock on the vesting date of 10/22/2008.