SMITH A O CORP — Director's Dealing 2008

Oct 23, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2008-10-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-10-22	Common Stock	M	3700	—	Acquired	6927	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-10-22	Phantom Stock	$	M	3700	Disposed		Common Stock (3700)	Direct

Footnotes

F1: 3,700 shares of phantom stock were granted on October 11, 2005, under the A. O. Smith Combined Executive Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The 3,700 shares of phantom stock vested on October 22, 2008. As a result of vesting, the Company is obligated to deliver 3,700 shares of common stock to the reporting person.