SMITH A O CORP — Director's Dealing 2011

Feb 9, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SMITH A O CORP (AOS)
CIK: 0000091142
Period of Report: 2011-02-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-07	Common Stock	A	12555	$43.115	Acquired	36957	Direct
2011-02-09	Common Stock	S	5740	$41.7435	Disposed	31217	Direct

Footnotes

F1: Vesting to reporting person of restricted stock units settled in shares of common stock under the A. O. Smith Combined Incentive Compensation Plan upon attainment of performance criteria.

F2: The reporting person sold these shares to obtain funds to pay the withholding taxes due as a result of the vesting of the restricted stock units described in footnote (1).