SMITH A O CORP — Director's Dealing 2007

Jun 4, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2007-06-01

Reporting Person: STERN JAMES F (Exec VP, General Counsel & Sec)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-06-01	Employee Stock Options (Right to Buy)	$40.27	A	12000	Acquired	2017-06-01	Common Stock (12000)	Direct
2007-06-01	Phantom Stock	$40.27	A	5000	Acquired		Common Stock (5000)	Direct

Footnotes

F1: The employee stock options were granted on 06/01/2007 under the A. O. Smith Combined 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 05/31/2007.

F2: The phantom stock was granted on 06/01/2007 under the A. O. Smith Combined 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 06/01/2010.