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):
January 15, 2004


A. O. Smith Corporation
(Exact name of registrant as specified in its charter)


Delaware
1-475
39-0619790
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)  (I.R.S. Employer
Identification No.)


P.O. Box 245008, Milwaukee, Wisconsin 53224-9508
(Address of principal executive offices, including zip code)



(414) 359-4000

(Registrant’s telephone number, including area code)


Item 5.   Other Events and Regulation FD Disclosure

On January 15, 2004, A. O. Smith Corporation (“the Company”) issued a news release announcing that Dennis J. Martin was elected to the Board of Directors. A copy of the Company’s news release is attached as Exhibit 99 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference herein.


Item 7.   Financial Statements and Exhibits

99   News Release of A. O. Smith Corporation, dated January 15, 2004.




SIGNATURES

Pursuant to the requirements of the 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


Date:  January 21, 2004 By:    /s/  W. David Romoser
W. David Romoser
Vice President, General Counsel
and Secretary


2


A. O. SMITH CORPORATION


Exhibit Index to Current Report on Form 8-K Dated January 21, 2004


Exhibit
Number


Description


   (99) News Release of A. O. Smith Corporation, dated January 15, 2004.




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A. O. SMITH CORPORATON
NEWS RELEASE For further information contact:



MEDIA INQUIRIES:
Edward J. O'Connor
414-359-4100
ANALYST/INVESTOR INQUIRES:
Craig Watson
414-359-4009
A. O. Smith Corporation
P.O. Box 245008
Milwaukee, WI 53224-9508
414-359-4000
NYSE: AOS


FOR IMMEDIATE RELEASE
January 15, 2004


A. O. Smith names Martin to board of directors

        Milwaukee, Wis. — A. O. Smith Corporation (AOS-NYSE) today elected Dennis J. Martin, the chairman, president, and chief executive officer of General Binding Corporation, to its Board of Directors.

        Martin joined General Binding Corporation as its chief executive officer and a member of its board of directors in 2001. The Northbrook, Ill. based company manufactures binding equipment, commercial and large-format laminators, and other office equipment.

        Prior to joining General Binding, Martin worked from 1991 until 2001 at Illinois Tool Works. He held a wide range of executive and senior management positions including executive vice president of the Welding Product Group, president of the Oxo Division, president of The Miller Group, vice president and general manager of ITW Buildex, and vice president-sales of ITW Ramset-Redhead.

        From 1976 until 1991, he worked for Ingersoll-Rand Company, serving as national sales manager of the Power Tool Material Handling Group, regional manager of the Air Compressor Group, and as a sales engineer for the Air Power Division.

        In addition to the A. O. Smith and General Binding Corporation boards, Martin is a director of HON Industries Inc., serving on its audit committee.

        Martin earned a bachelor of science degree in industrial engineering from the University of New Haven (Conn.) in 1980.

        A. O. Smith Corporation, with headquarters in Milwaukee, Wis., is a leading marketer and manufacturer of electric motors and water heaters, serving customers worldwide. The company has manufacturing operations in the United States, Mexico, Canada, England, Ireland, Hungary, the Netherlands and China and employs approximately 17,000 people.

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