SMITH A O CORP — Director's Dealing 2007

Feb 12, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2007-02-09

Reporting Person: Petrarca Mark A (Senior Vice Pres. - H.R. & P.A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-02-09	Employee Stock Options (Right to Buy)	$38.755	A	7800	Acquired	2017-02-09	Common Stock (7800)	Direct
2007-02-09	Phantom Stock	$38.755	A	3200	Acquired		Common Stock (3200)	Direct

Footnotes

F1: The employee stock options were granted on 02/09/2007 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 02/08/2008.

F2: The phantom stock was granted on 02/09/2007 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 02/09/2010.