SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K



                                 CURRENT REPORT



   Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

   Date of Report (Date of earliest event reported):       April 18, 1997



                             A. O. SMITH CORPORATION
             (Exact name of registrant as specified in its charter)

          Delaware               1-475              39-0619790
      (State or other       (Commission File       (IRS Employer
      jurisdiction of           Number)         Identification No.)
       incorporation)

    P.O. Box 23972, Milwaukee, Wisconsin            53223-0972
    (Address of principal executive offices)        (Zip Code)


   Registrant's telephone number, including area code          (414) 359-4000

   

   Item 2.   Acquisition or Disposition of Assets.

             On April 18, 1997, A. O. Smith Corporation (the "Company")
   consummated the sale of its automotive products business (the "Division")
   to Tower Automotive, Inc., a Delaware corporation ("Tower").  The
   transaction took the form of the sale of substantially all of the assets
   of the Division pursuant to an Asset Purchase Agreement, dated as of
   January 27, 1997 (the "Asset Purchase Agreement").  There is no material
   relationship between Tower and the Company or any of its affiliates,
   directors or officers or any of their associates.

             The Division was a full service, Tier 1 supplier of motor
   vehicle structural components, assemblies and systems.  The Division
   employed approximately 5,200 people at fourteen facilities in the United
   States, Canada and Japan.  The transaction also included the sale of the
   Company's 60% interest in a joint venture in the People's Republic of
   China.  The transaction did not include the Company's interest in its
   Mexican affiliate, which the Company also intends to sell.  The Company
   classified the Division as "Discontinued Operations" in the Company's 1996
   Annual Report on Form 10-K and described the transaction in note 2 to the
   consolidated financial statements contained therein.

             The Company received gross proceeds from the sale of the
   Division of approximately $725 million, which amount reflects additional
   investments and working capital changes from the initial price of $625
   million and is subject to final adjustment.  In addition, Tower assumed
   certain liabilities associated with the Division.  The amount of such
   consideration was determined as a result of arm's length negotiations
   between the parties.

             The  foregoing description of the terms of the transaction is
   qualified in its entirety by reference to the Asset Purchase Agreement
   filed as Exhibit 2.1 hereto, which exhibit is incorporated by reference
   herein.

   Item 7.   Financial Statements and Exhibits.

             (b)  Pro forma financial information.  The requisite pro forma
                  financial information required in connection with the Item
                  2 disclosure is not filed herewith and will be filed on or
                  before July 2, 1997.

             (c)  Exhibits.

                  2.1  Asset Purchase Agreement, dated as of January 27,
                       1997, among A. O. Smith Corporation, A. O. Smith
                       Enterprises Ltd., Tower Automotive Acquisition, Inc.,
                       Tower Automotive, Inc. and R.J. Tower Corporation
                       (incorporated by reference to Exhibit 2.1 of the Form
                       S-3 Registration Statement of Tower Automotive, Inc.
                       (Registration No. 333-21943)).  Schedules thereto have
                       not been filed; the Company agrees to furnish
                       supplementally a copy of any omitted schedule to the
                       Commission upon request.

   

                                   SIGNATURES


             Pursuant to the requirements of Securities Exchange Act of 1934,
   the registrant has duly caused this report to be signed on its behalf by
   the undersigned hereunto duly authorized.

                                 A. O. SMITH CORPORATION



                                 By:  /s/ Glen R. Bomberger
                                      Glen R. Bomberger
                                      Executive Vice President and
                                      Chief Financial Officer



                                 Date:     May 5, 1997

   
                                  Exhibit Index



       Number          Description


         2.1   Asset Purchase Agreement, dated as of January 27, 1997, among
               A. O. Smith Corporation, A. O. Smith Enterprises Ltd., Tower
               Automotive Acquisition, Inc., Tower Automotive, Inc. and R.J.
               Tower Corporation (incorporated by reference to Exhibit 2.1
               of the Form S-3 Registration Statement of Tower Automotive,
               Inc. (Registration No. 333-21943)).  Schedules thereto have
               not been filed; the Company agrees to furnish supplementally
               a copy of any omitted schedule to the Commission upon
               request.