SMITH A O CORP — Director's Dealing 2009

Jan 29, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2009-01-28

Reporting Person: MURPHY TERRY M (Executive Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-01-28	Common Stock	M	21000	$29.875	Acquired	21000	Direct
2009-01-28	Common Stock	F	8495	$29.875	Disposed	12505	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-01-28	Phantom Stock	$	M	21000	Disposed		Common Stock (21000)	Direct

Footnotes

F1: 21,000 shares of phantom stock were granted on January 3, 2006, under the A. O. Smith Combined Executive Incentive Compensation Plan, a transaction exempt under Rule 16b-3. The 21,000 shares of phantom stock vested on January 28, 2009. As a result of the vesting, the Company is obligated to deliver 21,000 shares of Common Stock to the reporting person.