SMITH A O CORP — Director's Dealing 2008

Apr 16, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2008-04-14

Reporting Person: SMITH BRUCE M (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-04-14	Phantom Stock	$31.16	A	1926	Acquired		Common Stock (1926)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2649	Indirect
Common Stock	14797	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Common Stock	$0		Common Stock (0)	76566	Indirect

Footnotes

F1: Shares deferred under the A. O. Smith Corporation Directors' Deferred Compensation Plan.

F2: Represents holdings of Smith Investment Company common stock.

F3: Payment of portion of retainer in phantom stock under the A. O. Smith Corporation Directors' Compensation Plan.

F4: The Plan (See Footnote #3) permits the participant/recipient to defer receipt of the award, and Mr. Smith has made a deferral.

F5: 1 for 1

F6: Convertible at any time

F7: None

F8: No change