As Filed with the Securities and Exchange Commission on June 12, 1996 

                                               Registration No. 333-         

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                   ___________________________________________

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                   ___________________________________________

                             A. O. SMITH CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                           39-0619790 
   (State or Other Jurisdiction of Incorporation          (I.R.S. Employer
   Identification No.)                                     or Organization)

                             A. O. Smith Corporation
                     11270 West Park Place (Zip Code) 53224 
                   Post Office Box 23973 (Zip Code) 53223-0973
                              Milwaukee, Wisconsin
                    (Address of Principal Executive Offices)
       __________________________________________________________________

                   A. O. SMITH PROFIT SHARING RETIREMENT PLAN,
                        As Amended Effective July 1, 1996
                              (Full Title of Plan)
       ___________________________________________________________________

                                W. David Romoser
                  Vice President, General Counsel and Secretary
                             A. O. Smith Corporation
                              Post Office Box 23973
                            Milwaukee, WI 53223-0973

                     (Name and Address of Agent for Service)
                      Telephone Number Including Area Code
                      of Agent for Service: (414) 359-4137

                         CALCULATION OF REGISTRATION FEE

                                     Proposed       Proposed
                          Amount      maximum       maximum
         Title of          to be     offering      aggregate      Amount of
        securities      registered   price per      offering     registratio
     to be registered      (1)       share (2)     price (2)      n fee (2)

    Common Stock, $1     100,000
    par value             shares     $26.9375    $2,693,750.00     $930.00


   (1)Pursuant to Rule 416(c) under the Securities Act of 1933, this
   Registration Statement covers an indeterminate amount of interests to be
   offered or sold pursuant to the employee benefit plan described herein.

   (2)Estimated solely for the purposes of computing the registration fee
   pursuant to Rule 457(c) under the Securities Act of 1933, on the basis of
   the average of the high and low sales price of A. O. Smith Corporation
   Common Stock in New York Stock Exchange composite transactions on June 10,
   1996.

   <PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.  Incorporation of Documents by Reference

        The following documents filed by A. O. Smith Corporation (the
   "Company") and the A. O. Smith Profit Sharing Retirement Plan (the "Plan")
   with the Securities and Exchange Commission are hereby incorporated herein
   by reference:

        (a)  The Company's Annual Report on Form 10-K for the fiscal year
        ended December 31, 1995, which contains audited financial statements
        for the Registrant's latest fiscal year.

        (b)  All other reports filed by the Company with the Securities and
        Exchange Commission pursuant to Section 13(a) or 15(d) of the
        Securities Exchange Act of 1934, as amended, since December 31, 1995.

        (c)  The description of the Company's Common Stock included in Item 4
        of the Company's Form 8-A, filed December 9, 1994, for the
        registration of the Common Stock with the Securities and Exchange
        Commission, including any amendments or reports filed for the purpose
        of updating such description.

        All documents subsequently filed by the Company or the Plan pursuant
   to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
   1934, prior to the filing of a post-effective amendment to this
   registration statement which indicates that all securities offered have
   been sold or which deregisters all securities then remaining unsold, shall
   be deemed to be incorporated by reference in this Registration Statement
   and to be a part hereof from the date of filing of such documents.

   Item 4.  Description of Securities

        Not Applicable.

   Item 5.  Interests of Named Experts and Counsel

        Not Applicable.

   Item 6.  Indemnification of Directors and Officers

        Under the provisions of Section 145 of the Delaware General
   Corporation Law, the Company is required to indemnify any officer or
   director against expenses arising out of legal proceedings in which the
   director or officer becomes involved by reason of being a director or
   officer if the director or officer is successful in the defense of such
   proceedings.  Section 145 also provides that the Company may indemnify a
   director or officer in connection with a proceeding in which he or she is
   not successful in defending if it is determined that he or she acted in
   good faith and in a manner reasonably believed to be in or not opposed to
   the best interests of the Company or, in the case of a criminal action, if
   it is determined that he or she had no reasonable cause to believe his or
   her conduct was unlawful.  Liabilities for which a director or officer may
   be indemnified include amounts paid in satisfaction of settlements,
   judgments, fines and other expenses (including attorneys' fees incurred in
   connection with such proceedings).  In a stockholder derivative action, no
   indemnification may be paid in respect of any claim, issue or matter as to
   which the director or officer has been adjudged to be liable to the
   Company (except for expenses allowed by a court).

        Under the provisions of Article VII of the Company's By-Laws and
   individual indemnity agreements between the Company and its directors and
   certain of its officers, the Company is required to indemnify officers or
   directors to a greater extent than under the current provisions of Section
   145 of the Delaware General Corporation Law.  Except with respect to
   stockholder derivative actions, the agreements and the By-Law provisions
   generally state that the director or officer will be indemnified against
   expenses, amounts paid in settlement and judgments, fines, penalties
   and/or other amounts incurred with respect to any threatened, pending or
   completed proceeding (including, without limitation, proceedings brought
   under and/or predicated upon the Securities Act of 1933 and/or the
   Securities Exchange Act of 1934); provided that (i) such individual did
   not engage in criminal, fraudulent or intentional misconduct in the
   performance of his or her duties to the Company; (ii) with respect to
   criminal actions, such individual had no reasonable cause to believe his
   or her conduct was unlawful; and (iii) with respect to securities law
   actions, such individual acted in good faith and in a manner he or she
   reasonably believed to be in or not opposed to the best interests of the
   Company and its stockholders.

        The foregoing standards also apply with respect to the
   indemnification of expenses incurred in a stockholder derivative suit. 
   However, in order for a director or officer to be indemnified for
   settlement amounts or judgments incurred in a derivative suit, it also
   must be determined that (i) such individual has not breached his or her
   duty of loyalty to the Company or its stockholders; (ii) has not committed
   acts or omissions in bad faith or which involve intentional misconduct or
   a knowing violation of the law; (iii) has not engaged in any willful or
   negligent conduct in paying dividends or repurchasing stock of the Company
   out of other than lawfully available funds; and (iv) has not derived an
   improper personal benefit from the subject transaction.

        In addition, with respect to the indemnification of settlement
   amounts in any type of action, such settlement must be determined to be in
   the best interests of the Company and its stockholders and not to be
   materially unreasonable in amount.

        In addition, the Company maintains insurance policies which provide
   coverage to its directors and officers against certain liabilities.

   Item 7.  Exemption From Registration Claimed

        Not Applicable.


   Item 8.  Exhibits

        The exhibits filed herewith or incorporated by reference are set
   forth in the attached Exhibit Index.

   Item 9.  Undertakings

   A.   The undersigned registrant hereby undertakes:

   (1)  To file, during any period in which offers or sales are being made, a
   post-effective amendment to this Registration Statement:

        (i)  To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;

        (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the Registration Statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set
        forth in the Registration Statement;

        (iii)     To include any material information with respect to the
        plan of distribution not previously disclosed in the Registration
        Statement or any material change to such information in the
        Registration Statement.

   Provided, however, that paragraphs A.(1)(i) and A.(1)(ii) do not apply if
   the information required to be included in a post-effective amendment by
   those paragraphs is contained in periodic reports filed by the Company
   pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
   1934 that are incorporated by reference in the Registration Statement.

   (2)  That, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment shall be deemed
   to be a new registration statement relating to the securities offered
   therein, and the offering of such securities at that time shall be deemed
   to be the initial bona fide offering thereof.

   (3)  To remove from registration by means of a post-effective amendment
   any of the securities being registered which remain unsold at the
   termination of the offering.

   B.   The undersigned registrant hereby undertakes that, for purposes of
   determining any liability under the Securities Act of 1933, each filing of
   the registrant's annual report pursuant to Section 13(a) or Section 15(d)
   of the Securities Exchange Act of 1934 and each filing of the Plan's annual
   report pursuant to Section 15(d) of the Securities Exchange Act of 1934
   that is incorporated by reference in the Registration Statement shall be
   deemed to be a new registration statement relating to the securities
   offered therein, and the offering of such securities at that time shall be
   deemed to be the initial bona fide offering thereof.

   C.   Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the registrant pursuant to the foregoing
   provisions, or otherwise, the registrant has been advised that in the
   opinion of the Securities and Exchange Commission such indemnification is
   against public policy as expressed in the Act and is, therefore,
   unenforceable.  In the event that a claim for indemnification against such
   liabilities (other than the payment by the registrant of expenses incurred
   or paid by a director, officer or controlling person of the registrant in
   the successful defense of any action, suit or proceeding and other than
   payments under the insurance policies referred to in Item 6) is asserted
   by such director, officer or controlling person in connection with the
   securities being registered, the registrant will, unless in the opinion of
   its counsel the matter has been settled by controlling precedent, submit
   to a court of appropriate jurisdiction, the question whether such
   indemnification by it is against public policy as expressed in the
   Securities Act and will be governed by the final adjudication of such
   issue.

   D.   The undersigned registrant hereby undertakes that this Plan, and any
   amendment thereto, will be submitted in a timely manner to the Internal
   Revenue Service ("IRS") and will make all changes required by the IRS in
   order to qualify the Plan.


   <PAGE>
                               SIGNATURES

        The Registrant.  Pursuant to the requirements of the Securities Act
   of 1933, the Registrant certifies that it has reasonable grounds to
   believe that it meets all of the requirements for filing on Form S-8 and
   has duly caused this Registration Statement to be signed on its behalf by
   the undersigned, thereunto duly authorized, in the City of Milwaukee,
   State of Wisconsin, on this 11th day of June, 1996.

                                 A. O. SMITH CORPORATION


                                                                      
                                 By:/s/Robert J. O'Toole        
                                    Robert J. O'Toole, Chairman,
                                    President and Chief Executive Officer


                           POWER OF ATTORNEY

        We, the undersigned officers and directors of A. O. Smith
   Corporation, hereby severally constitute and appoint Robert J. O'Toole,
   Glen R. Bomberger, John J. Kita, W. David Romoser and Jolene L. Shellman,
   and each of them, agent and attorney-in-fact, with full power of
   substitution and resubstitution, for them and in their names, place and
   stead, in any and all capacities, to sign any and all amendments
   (including post-effective amendments) to this registration statement, and
   to file the same, with all exhibits thereto and other documents in
   connection therewith, with the Securities and Exchange Commission,
   granting unto said attorneys-in-fact and agents, and each of them, full
   power and authority to do and perform each and every act and thing
   requisite and necessary to be done in connection therewith, as fully to
   all intents and purposes as each of us might or could do in person, hereby
   ratifying and confirming all that said attorneys-in-fact and agents, or
   any of them, or their or his or her substitute(s), may lawfully do or
   cause to be done by virtue thereof.


        WITNESS OUR HANDS ON THE DATES SET FORTH BELOW.

        Pursuant to the requirements of the Securities Act of 1933, this
   registration statement has been signed below by the following persons in
   the capacities and on the dates indicated.

             Signatures                      Title                 Date

    /s/Robert J. O'Toole          Chairman, President, Chief   June 11, 1996
    Robert J. O'Toole                Executive Officer and
                                      Director (Principal
                                      Executive Officer)

    /s/Glen R. Bomberger           Executive Vice President,   June 11, 1996
    Glen R. Bomberger             Chief Financial Officer and
                                      Director (Principal
                                      Financial Officer)

    /s/John J. Kita                Vice President, Treasurer   June 11, 1996
    John J. Kita                   and Controller (Principal
                                      Accounting Officer)


    /s/Tom H. Barrett                      Director            June 11, 1996
    Tom H. Barrett


    /s/Russell G. Cleary                   Director            June 11, 1996
    Russell G. Cleary


    /s/Thomas I. Dolan                     Director            June 11, 1996
    Thomas I. Dolan


    /s/Leander W. Jennings                 Director            June 11, 1996
    Leander W. Jennings


    /s/Dr. Agnar Pytte                     Director            June 11, 1996
    Dr. Agnar Pytte


    /s/Donald J. Schuenke                  Director            June 11, 1996
    Donald J. Schuenke


    /s/Arthur O. Smith                     Director            June 11, 1996
    Arthur O. Smith


    /s/Bruce M. Smith                      Director            June 11, 1996
    Bruce M. Smith


   <PAGE>
        The Plan.  Pursuant to the requirements of the Securities Act of
   1933, the persons who administer the A. O. Smith Profit Sharing Retirement
   Plan have duly caused this Registration Statement to be signed on its
   behalf by the undersigned, thereunto duly authorized, in the City of
   Milwaukee, State of Wisconsin, on June 11, 1996.

                            A. O. SMITH PROFIT SHARING RETIREMENT PLAN



                            By:/s/W. David Romoser                          
                                W. David Romoser
                                Vice President, General Counsel & Secretary
                                A. O. Smith Corporation

   <PAGE>

                                  EXHIBIT INDEX

   Exhibit No.         Exhibits                                Page No.

   4              A. O. Smith Profit Sharing
                  Retirement Plan                                  --

   23             Consent of Ernst & Young LLP                     --

   24             Power of Attorney relating to subsequent 
                  amendments (included on the signature page
                  to this Registration Statement)                  --
[{"type": "S-8", "sequence": "1", "description": "A.O.SMITH CORPORATION FORM S-8", "secsgml_size_bytes": 18071}]
{"company-data": {"conformed-name": "SMITH A O CORP", "cik": "0000091142", "assigned-sic": "3714", "irs-number": "390619790", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05799", "film-number": "96580006"}, "business-address": {"street1": "11270 W PARK PL STE 1200", "city": "MILWAUKEE", "state": "WI", "zip": "53224", "phone": "4143594000"}, "mail-address": {"street1": "11270 W PARK PL", "street2": "STE 1200", "city": "MILWAUKEE", "state": "WI", "zip": "53224"}}
As Filed with the Securities and Exchange Commission on June 12, 1996 

                                               Registration No. 333-         

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                   ___________________________________________

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                   ___________________________________________

                             A. O. SMITH CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                           39-0619790 
   (State or Other Jurisdiction of Incorporation          (I.R.S. Employer
   Identification No.)                                     or Organization)

                             A. O. Smith Corporation
                     11270 West Park Place (Zip Code) 53224 
                   Post Office Box 23973 (Zip Code) 53223-0973
                              Milwaukee, Wisconsin
                    (Address of Principal Executive Offices)
       __________________________________________________________________

                   A. O. SMITH PROFIT SHARING RETIREMENT PLAN,
                        As Amended Effective July 1, 1996
                              (Full Title of Plan)
       ___________________________________________________________________

                                W. David Romoser
                  Vice President, General Counsel and Secretary
                             A. O. Smith Corporation
                              Post Office Box 23973
                            Milwaukee, WI 53223-0973

                     (Name and Address of Agent for Service)
                      Telephone Number Including Area Code
                      of Agent for Service: (414) 359-4137

                         CALCULATION OF REGISTRATION FEE

                                     Proposed       Proposed
                          Amount      maximum       maximum
         Title of          to be     offering      aggregate      Amount of
        securities      registered   price per      offering     registratio
     to be registered      (1)       share (2)     price (2)      n fee (2)

    Common Stock, $1     100,000
    par value             shares     $26.9375    $2,693,750.00     $930.00

   (1)Pursuant to Rule 416(c) under the Securities Act of 1933, this
   Registration Statement covers an indeterminate amount of interests to be
   offered or sold pursuant to the employee benefit plan described herein.

   (2)Estimated solely for the purposes of computing the registration fee
   pursuant to Rule 457(c) under the Securities Act of 1933, on the basis of
   the average of the high and low sales price of A. O. Smith Corporation
   Common Stock in New York Stock Exchange composite transactions on June 10,
   1996.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.  Incorporation of Documents by Reference

        The following documents filed by A. O. Smith Corporation (the
   "Company") and the A. O. Smith Profit Sharing Retirement Plan (the "Plan")
   with the Securities and Exchange Commission are hereby incorporated herein
   by reference:

        (a)  The Company's Annual Report on Form 10-K for the fiscal year
        ended December 31, 1995, which contains audited financial statements
        for the Registrant's latest fiscal year.

        (b)  All other reports filed by the Company with the Securities and
        Exchange Commission pursuant to Section 13(a) or 15(d) of the
        Securities Exchange Act of 1934, as amended, since December 31, 1995.

        (c)  The description of the Company's Common Stock included in Item 4
        of the Company's Form 8-A, filed December 9, 1994, for the
        registration of the Common Stock with the Securities and Exchange
        Commission, including any amendments or reports filed for the purpose
        of updating such description.

        All documents subsequently filed by the Company or the Plan pursuant
   to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
   1934, prior to the filing of a post-effective amendment to this
   registration statement which indicates that all securities offered have
   been sold or which deregisters all securities then remaining unsold, shall
   be deemed to be incorporated by reference in this Registration Statement
   and to be a part hereof from the date of filing of such documents.

   Item 4.  Description of Securities

        Not Applicable.

   Item 5.  Interests of Named Experts and Counsel

        Not Applicable.

   Item 6.  Indemnification of Directors and Officers

        Under the provisions of Section 145 of the Delaware General
   Corporation Law, the Company is required to indemnify any officer or
   director against expenses arising out of legal proceedings in which the
   director or officer becomes involved by reason of being a director or
   officer if the director or officer is successful in the defense of such
   proceedings.  Section 145 also provides that the Company may indemnify a
   director or officer in connection with a proceeding in which he or she is
   not successful in defending if it is determined that he or she acted in
   good faith and in a manner reasonably believed to be in or not opposed to
   the best interests of the Company or, in the case of a criminal action, if
   it is determined that he or she had no reasonable cause to believe his or
   her conduct was unlawful.  Liabilities for which a director or officer may
   be indemnified include amounts paid in satisfaction of settlements,
   judgments, fines and other expenses (including attorneys' fees incurred in
   connection with such proceedings).  In a stockholder derivative action, no
   indemnification may be paid in respect of any claim, issue or matter as to
   which the director or officer has been adjudged to be liable to the
   Company (except for expenses allowed by a court).

        Under the provisions of Article VII of the Company's By-Laws and
   individual indemnity agreements between the Company and its directors and
   certain of its officers, the Company is required to indemnify officers or
   directors to a greater extent than under the current provisions of Section
   145 of the Delaware General Corporation Law.  Except with respect to
   stockholder derivative actions, the agreements and the By-Law provisions
   generally state that the director or officer will be indemnified against
   expenses, amounts paid in settlement and judgments, fines, penalties
   and/or other amounts incurred with respect to any threatened, pending or
   completed proceeding (including, without limitation, proceedings brought
   under and/or predicated upon the Securities Act of 1933 and/or the
   Securities Exchange Act of 1934); provided that (i) such individual did
   not engage in criminal, fraudulent or intentional misconduct in the
   performance of his or her duties to the Company; (ii) with respect to
   criminal actions, such individual had no reasonable cause to believe his
   or her conduct was unlawful; and (iii) with respect to securities law
   actions, such individual acted in good faith and in a manner he or she
   reasonably believed to be in or not opposed to the best interests of the
   Company and its stockholders.

        The foregoing standards also apply with respect to the
   indemnification of expenses incurred in a stockholder derivative suit. 
   However, in order for a director or officer to be indemnified for
   settlement amounts or judgments incurred in a derivative suit, it also
   must be determined that (i) such individual has not breached his or her
   duty of loyalty to the Company or its stockholders; (ii) has not committed
   acts or omissions in bad faith or which involve intentional misconduct or
   a knowing violation of the law; (iii) has not engaged in any willful or
   negligent conduct in paying dividends or repurchasing stock of the Company
   out of other than lawfully available funds; and (iv) has not derived an
   improper personal benefit from the subject transaction.

        In addition, with respect to the indemnification of settlement
   amounts in any type of action, such settlement must be determined to be in
   the best interests of the Company and its stockholders and not to be
   materially unreasonable in amount.

        In addition, the Company maintains insurance policies which provide
   coverage to its directors and officers against certain liabilities.

   Item 7.  Exemption From Registration Claimed

        Not Applicable.

   Item 8.  Exhibits

        The exhibits filed herewith or incorporated by reference are set
   forth in the attached Exhibit Index.

   Item 9.  Undertakings

   A.   The undersigned registrant hereby undertakes:

   (1)  To file, during any period in which offers or sales are being made, a
   post-effective amendment to this Registration Statement:

        (i)  To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;

        (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the Registration Statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set
        forth in the Registration Statement;

        (iii)     To include any material information with respect to the
        plan of distribution not previously disclosed in the Registration
        Statement or any material change to such information in the
        Registration Statement.

   Provided, however, that paragraphs A.(1)(i) and A.(1)(ii) do not apply if
   the information required to be included in a post-effective amendment by
   those paragraphs is contained in periodic reports filed by the Company
   pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
   1934 that are incorporated by reference in the Registration Statement.

   (2)  That, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment shall be deemed
   to be a new registration statement relating to the securities offered
   therein, and the offering of such securities at that time shall be deemed
   to be the initial bona fide offering thereof.

   (3)  To remove from registration by means of a post-effective amendment
   any of the securities being registered which remain unsold at the
   termination of the offering.

   B.   The undersigned registrant hereby undertakes that, for purposes of
   determining any liability under the Securities Act of 1933, each filing of
   the registrant's annual report pursuant to Section 13(a) or Section 15(d)
   of the Securities Exchange Act of 1934 and each filing of the Plan's annual
   report pursuant to Section 15(d) of the Securities Exchange Act of 1934
   that is incorporated by reference in the Registration Statement shall be
   deemed to be a new registration statement relating to the securities
   offered therein, and the offering of such securities at that time shall be
   deemed to be the initial bona fide offering thereof.

   C.   Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the registrant pursuant to the foregoing
   provisions, or otherwise, the registrant has been advised that in the
   opinion of the Securities and Exchange Commission such indemnification is
   against public policy as expressed in the Act and is, therefore,
   unenforceable.  In the event that a claim for indemnification against such
   liabilities (other than the payment by the registrant of expenses incurred
   or paid by a director, officer or controlling person of the registrant in
   the successful defense of any action, suit or proceeding and other than
   payments under the insurance policies referred to in Item 6) is asserted
   by such director, officer or controlling person in connection with the
   securities being registered, the registrant will, unless in the opinion of
   its counsel the matter has been settled by controlling precedent, submit
   to a court of appropriate jurisdiction, the question whether such
   indemnification by it is against public policy as expressed in the
   Securities Act and will be governed by the final adjudication of such
   issue.

   D.   The undersigned registrant hereby undertakes that this Plan, and any
   amendment thereto, will be submitted in a timely manner to the Internal
   Revenue Service ("IRS") and will make all changes required by the IRS in
   order to qualify the Plan.
SIGNATURES

        The Registrant.  Pursuant to the requirements of the Securities Act
   of 1933, the Registrant certifies that it has reasonable grounds to
   believe that it meets all of the requirements for filing on Form S-8 and
   has duly caused this Registration Statement to be signed on its behalf by
   the undersigned, thereunto duly authorized, in the City of Milwaukee,
   State of Wisconsin, on this 11th day of June, 1996.

                                 A. O. SMITH CORPORATION

                                                                      
                                 By:/s/Robert J. O'Toole        
                                    Robert J. O'Toole, Chairman,
                                    President and Chief Executive Officer

                           POWER OF ATTORNEY

        We, the undersigned officers and directors of A. O. Smith
   Corporation, hereby severally constitute and appoint Robert J. O'Toole,
   Glen R. Bomberger, John J. Kita, W. David Romoser and Jolene L. Shellman,
   and each of them, agent and attorney-in-fact, with full power of
   substitution and resubstitution, for them and in their names, place and
   stead, in any and all capacities, to sign any and all amendments
   (including post-effective amendments) to this registration statement, and
   to file the same, with all exhibits thereto and other documents in
   connection therewith, with the Securities and Exchange Commission,
   granting unto said attorneys-in-fact and agents, and each of them, full
   power and authority to do and perform each and every act and thing
   requisite and necessary to be done in connection therewith, as fully to
   all intents and purposes as each of us might or could do in person, hereby
   ratifying and confirming all that said attorneys-in-fact and agents, or
   any of them, or their or his or her substitute(s), may lawfully do or
   cause to be done by virtue thereof.

        WITNESS OUR HANDS ON THE DATES SET FORTH BELOW.

        Pursuant to the requirements of the Securities Act of 1933, this
   registration statement has been signed below by the following persons in
   the capacities and on the dates indicated.

             Signatures                      Title                 Date

    /s/Robert J. O'Toole          Chairman, President, Chief   June 11, 1996
    Robert J. O'Toole                Executive Officer and
                                      Director (Principal
                                      Executive Officer)

    /s/Glen R. Bomberger           Executive Vice President,   June 11, 1996
    Glen R. Bomberger             Chief Financial Officer and
                                      Director (Principal
                                      Financial Officer)

    /s/John J. Kita                Vice President, Treasurer   June 11, 1996
    John J. Kita                   and Controller (Principal
                                      Accounting Officer)

    /s/Tom H. Barrett                      Director            June 11, 1996
    Tom H. Barrett

    /s/Russell G. Cleary                   Director            June 11, 1996
    Russell G. Cleary

    /s/Thomas I. Dolan                     Director            June 11, 1996
    Thomas I. Dolan

    /s/Leander W. Jennings                 Director            June 11, 1996
    Leander W. Jennings

    /s/Dr. Agnar Pytte                     Director            June 11, 1996
    Dr. Agnar Pytte

    /s/Donald J. Schuenke                  Director            June 11, 1996
    Donald J. Schuenke

    /s/Arthur O. Smith                     Director            June 11, 1996
    Arthur O. Smith

    /s/Bruce M. Smith                      Director            June 11, 1996
    Bruce M. Smith
The Plan.  Pursuant to the requirements of the Securities Act of
   1933, the persons who administer the A. O. Smith Profit Sharing Retirement
   Plan have duly caused this Registration Statement to be signed on its
   behalf by the undersigned, thereunto duly authorized, in the City of
   Milwaukee, State of Wisconsin, on June 11, 1996.

                            A. O. SMITH PROFIT SHARING RETIREMENT PLAN

                            By:/s/W. David Romoser                          
                                W. David Romoser
                                Vice President, General Counsel & Secretary
                                A. O. Smith Corporation
EXHIBIT INDEX

   Exhibit No.         Exhibits                                Page No.

   4              A. O. Smith Profit Sharing
                  Retirement Plan                                  --

   23             Consent of Ernst & Young LLP                     --

   24             Power of Attorney relating to subsequent 
                  amendments (included on the signature page
                  to this Registration Statement)                  --