SMITH A O CORP — Director's Dealing 2006

Feb 27, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2006-02-23

Reporting Person: O TOOLE ROBERT J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-23	Common Stock	M	59850	$27.25	Acquired	399898	Direct
2006-02-23	Common Stock	M	59500	$29.031	Acquired	459398	Direct
2006-02-23	Common Stock	F	89071	$46.815	Disposed	370327	Direct
2006-02-24	Common Stock	S	13579	$47.00	Disposed	356748	Direct
2006-02-27	Common Stock	S	16700	$47.00	Disposed	340048	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-23	Employee Stock Options (Right to Buy)	$27.25	M	59850	Disposed	2007-10-06	Common Stock (59850)	Direct
2006-02-23	Employee Stock Options (Right to Buy)	$29.031	M	59500	Disposed	2009-10-13	Common Stock (59500)	Direct

Footnotes

F1: Granted on 10/06/1997 under the A. O. Smith Corporation 1990 Long-Term Executive Incentive Compensation Plan, a transaction exempt under Rule 16b-3.

F2: Granted on 10/13/1999 under the A. O. Smith Corporation Long-Term Executive Incentive Compensation Plan, a transaction exempt under Rule 16b-3.