Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Heideman Robert J
   2. Issuer Name and Ticker or Trading Symbol
SMITH A O CORP [AOS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior VP & Chief Tech Officer
(Last)
(First)
(Middle)
A. O. SMITH CORPORATE TECHNOLOGY CENTER, 12100 WEST PARK PLACE		 3. Date of Earliest Transaction (Month/Day/Year)
07/26/2013
(Street)

MILWAUKEE, WI 53224		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/26/2013   M   3,300 A $ 13.965 7,092 D  
Common Stock 07/26/2013   S   3,300 D $ 40.9724 3,792 (1) D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (Right to Buy) $ 13.965 07/26/2013   M     3,300 (2) 02/08/2011 02/08/2020 Common Stock 3,300 $ 0 28,000 (3) D  
Restricted Stock Units $ 0               (4)   (4) Common Stock 0   13,236 (4) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Heideman Robert J
A. O. SMITH CORPORATE TECHNOLOGY CENTER
12100 WEST PARK PLACE
MILWAUKEE, WI 53224		       Senior VP & Chief Tech Officer  

Signatures

 James F. Stern, Attorney-in-Fact for Robert J. Heideman   07/29/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On May 15, 2013, the common stock of A. O. Smith Corporation split 2-for-1, resulting in the reporting person's ownership of 1,896 additional shares of common stock.
(2) The employee stock options were granted on 02/08/2010, under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3.
(3) On May 15, 2013, the common stock of A. O. Smith Corporation split 2-for-1, resulting in the reporting person's ownership of 15,650 additional employee stock options.
(4) On May 15, 2013, the common stock of A. O. Smith Corporation split 2-for-1, resulting in the reporting person's ownership of 6,610 additional restricted stock units. Restricted Stock Units awarded to Robert J. Heideman on 02/09/2009 and 02/08/2010, were deferred. These deferred Restricted Stock Units receive a quarterly dividend pursuant to a dividend reinvestment feature of the A. O. Smith Nonqualified Deferred Compensation Plan. The total amount of dividends received were 16 Restricted Stock Units.

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