SMITH A O CORP — Director's Dealing 2005

Apr 5, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2005-04-01

Reporting Person: SMITH BRUCE M (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-04-01	Phantom Stock	$28.81	J	695	Acquired		Common Stock (695)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2649	Indirect
Common Stock	14968	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Common Stock	$0		Common Stock (0)	77448	Indirect

Footnotes

F1: Shares deferred under the A. O. Smith Corporation Directors' Deferred Compensation Plan.

F2: Represents holdings of Smith Investment Company common stock.

F3: 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, 2005.

F4: The Plan (See Footnote #3) permits the participant/recipient to defer receipt of the award, and Mr. Smith has made a deferral.

F5: 1 for 1

F6: Convertible at any time

F7: None

F8: No change