SMITH A O CORP — Director's Dealing 2008

Aug 21, 2008

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2008-08-14

Reporting Person: Smith Family Trusts (10% Owner, See Remarks)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4734	Direct
Common Stock	2649	Indirect
Common Stock	108222	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Common Stock	$0		Common Stock (559985)		Indirect
Phantom Stock	$33.12		Common Stock (7160)		Direct

Footnotes

F1: Represents direct ownership of the Issuer's Common Stock by certain individuals or trusts that form part of the Reporting Person.

F2: Represents the indirect ownership of the Issuer's Common Stock by one individual who is part of the Reporting Person under the A. O. Smith Corporation Directors' Deferred Compensation Plan (the "Plan").

F3: Represents the Reporting Person's proportionate interest in shares of the Issuer's Common Stock held by SICO, including certain shares held in trust. Beneficial ownership of the shares of the Issuer owned by SICO is disclaimed.

F4: Convertible at any time.

F5: None.

F6: 1 for 1.

F7: Represents the Reporting Person's proportionate interest in shares of the Issuer's Class A Common Stock held by SICO, including certain shares held in trust. Beneficial ownership of the shares of the Issuer owned by SICO is disclaimed.

F8: The Plan allows for the payment of a retainer in phantom stock and it also permits the participant/recipient to defer receipt of the award. One individual who is part of the Reporting Person made a deferral pursuant to the Plan.

F9: Represents direct ownership of the Issuer's phantom stock by one individual who is part of the Reporting Person.