SMITH A O CORP — Director's Dealing 2009

Oct 21, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2009-10-20

Reporting Person: SMITH BRUCE M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-10-20	Common Stock	S	997	$43.6102	Disposed	13454	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2649	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0		Common Stock (0)	10413	Direct
Class A Common Stock	$0		Common Stock (0)	74783	Indirect

Footnotes

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

F2: The reporting person beneficially owns these shares as settlor of a revocable family trust.

F3: The Plan permits the participant/receipient to defer receipt of the award, and Mr. Smith has made a deferral.

F4: 1 for 1

F5: Convertible at any time.

F6: None.