Registration No.          
   ----------------------------------------------------------------------

                       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            (I.R.S. Employer Identification No.)
 of Incorporation or Organization)


                              11270 West Park Place
                          Milwaukee, Wisconsin  53224  
                    (Address of Principal Executive Offices)


                             A. O. SMITH CORPORATION
              1990 LONG-TERM EXECUTIVE INCENTIVE COMPENSATION PLAN
                   AMENDED AND RESTATED AS OF JANUARY 1, 1994

                                W. David Romoser
                  Vice President, General Counsel and Secretary
                             A. O. Smith Corporation
                              Post Office Box 23973
                            Milwaukee, WI 53223-0973
                                 (414) 359-4137
                     (Name and Address of Agent for Service)


                         CALCULATION OF REGISTRATION FEE


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

    Common Stock, $1    1,000,000    $21.9375   $21,937,500  $7,565
     par value          shares


   (1)  The 1990 Long-Term Executive Incentive Compensation Plan authorizes
        the issuance of a maximum of 2,000,000 shares of Common Stock.  Of
        such shares, 1,000,000 (adjusted to reflect a 2-for-1 stock split in
        the form of a 100% stock dividend paid on August 16, 1993) have been
        registered on A. O. Smith Corporation's Registration Statement on
        Form S-8 (File No. 33-37878), filed with the Commission on November
        16, 1990.

   (2)  For purposes of computing the registration fee only.  Pursuant to
        Rule 457(h), the proposed maximum offering price per share is based
        upon the average of the high and low prices of A. O. Smith
        Corporation Common Stock in American Stock Exchange composite
        transactions on December 12, 1994.

        A. O. Smith Corporation's Registration Statement on Form S-8 (File
   No. 33-37878), filed with the Securities and Exchange Commission on
   November 16, 1990, is incorporated as of its respective date in this
   Registration Statement by reference.

   <PAGE>
   Exhibits

   Number    Description

   * 4       A. O. Smith Corporation 1990 Long-Term Executive Incentive
             Compensation Plan, amended and restated as of January 1, 1994.

   * 5       Opinion of W. David Romoser regarding the legality of the
             securities being offered.

   * 23.1    Consent of W. David Romoser (included in his opinion filed as
             Exhibit 5)

   * 23.2    Consent of Ernst & Young LLP

   _________________

   *Filed herewith


   <PAGE>

                                   SIGNATURES

        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 13th day of December, 1994.

                                 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, Thomas W. Ryan, 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 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

                              Chairman, President,
   /s/ Robert J. O'Toole      Chief Executive Officer 
   Robert J. O'Toole          and Director (Principal
                              Executive Officer)          December 13, 1994


                              Executive Vice President,
   /s/ Glen R. Bomberger      Chief Financial Officer 
   Glen R. Bomberger          and Director (Principal
                              Financial Officer)          December 13, 1994


                              Vice President, Treasurer
   /s/ Thomas W. Ryan         and Controller (Principal
   Thomas W. Ryan             Accounting Officer)         December 13, 1994


   /s/ Russell G.  Cleary     Director
   Russell G. Cleary                                      December 13, 1994


   /s/ Thomas I. Dolan        Director
   Thomas I. Dolan                                        December 13, 1994


   /s/ Leander W. Jennings    Director
   Leander W. Jennings                                    December 13, 1994


   /s/ Dr. Agnar Pytte        Director
   Dr. Agnar Pytte                                        December 13, 1994


   /s/ Donald J. Schuenke     Director
   Donald J. Schuenke                                     December 13, 1994


   /s/ Arthur O. Smith        Director
   Arthur O. Smith                                        December 13, 1994

   <PAGE>

                                  EXHIBIT INDEX


   Exhibit No.         Exhibits                                Page No.

   4              A. O. Smith Corporation 1990
                  Long-Term Executive Incentive
                  Compensation Plan, amended and
                  restated as of January 1, 1994

   5              Opinion of W. David Romoser

   23.1           Consent of W. David Romoser
                  (included in his opinion which
                  is filed as Exhibit 5)

   23.2           Consent of Ernst & Young LLP
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{"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": "033-56827", "film-number": "94564507"}, "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"}}
Registration No.          
   ----------------------------------------------------------------------

                       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            (I.R.S. Employer Identification No.)
 of Incorporation or Organization)

                              11270 West Park Place
                          Milwaukee, Wisconsin  53224  
                    (Address of Principal Executive Offices)

                             A. O. SMITH CORPORATION
              1990 LONG-TERM EXECUTIVE INCENTIVE COMPENSATION PLAN
                   AMENDED AND RESTATED AS OF JANUARY 1, 1994

                                W. David Romoser
                  Vice President, General Counsel and Secretary
                             A. O. Smith Corporation
                              Post Office Box 23973
                            Milwaukee, WI 53223-0973
                                 (414) 359-4137
                     (Name and Address of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

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

    Common Stock, $1    1,000,000    $21.9375   $21,937,500  $7,565
     par value          shares

   (1)  The 1990 Long-Term Executive Incentive Compensation Plan authorizes
        the issuance of a maximum of 2,000,000 shares of Common Stock.  Of
        such shares, 1,000,000 (adjusted to reflect a 2-for-1 stock split in
        the form of a 100% stock dividend paid on August 16, 1993) have been
        registered on A. O. Smith Corporation's Registration Statement on
        Form S-8 (File No. 33-37878), filed with the Commission on November
        16, 1990.

   (2)  For purposes of computing the registration fee only.  Pursuant to
        Rule 457(h), the proposed maximum offering price per share is based
        upon the average of the high and low prices of A. O. Smith
        Corporation Common Stock in American Stock Exchange composite
        transactions on December 12, 1994.

        A. O. Smith Corporation's Registration Statement on Form S-8 (File
   No. 33-37878), filed with the Securities and Exchange Commission on
   November 16, 1990, is incorporated as of its respective date in this
   Registration Statement by reference.
Exhibits

   Number    Description

   * 4       A. O. Smith Corporation 1990 Long-Term Executive Incentive
             Compensation Plan, amended and restated as of January 1, 1994.

   * 5       Opinion of W. David Romoser regarding the legality of the
             securities being offered.

   * 23.1    Consent of W. David Romoser (included in his opinion filed as
             Exhibit 5)

   * 23.2    Consent of Ernst & Young LLP

   _________________

   *Filed herewith
SIGNATURES

        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 13th day of December, 1994.

                                 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, Thomas W. Ryan, 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 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

                              Chairman, President,
   /s/ Robert J. O'Toole      Chief Executive Officer 
   Robert J. O'Toole          and Director (Principal
                              Executive Officer)          December 13, 1994

                              Executive Vice President,
   /s/ Glen R. Bomberger      Chief Financial Officer 
   Glen R. Bomberger          and Director (Principal
                              Financial Officer)          December 13, 1994

                              Vice President, Treasurer
   /s/ Thomas W. Ryan         and Controller (Principal
   Thomas W. Ryan             Accounting Officer)         December 13, 1994

   /s/ Russell G.  Cleary     Director
   Russell G. Cleary                                      December 13, 1994

   /s/ Thomas I. Dolan        Director
   Thomas I. Dolan                                        December 13, 1994

   /s/ Leander W. Jennings    Director
   Leander W. Jennings                                    December 13, 1994

   /s/ Dr. Agnar Pytte        Director
   Dr. Agnar Pytte                                        December 13, 1994

   /s/ Donald J. Schuenke     Director
   Donald J. Schuenke                                     December 13, 1994

   /s/ Arthur O. Smith        Director
   Arthur O. Smith                                        December 13, 1994
EXHIBIT INDEX

   Exhibit No.         Exhibits                                Page No.

   4              A. O. Smith Corporation 1990
                  Long-Term Executive Incentive
                  Compensation Plan, amended and
                  restated as of January 1, 1994

   5              Opinion of W. David Romoser

   23.1           Consent of W. David Romoser
                  (included in his opinion which
                  is filed as Exhibit 5)

   23.2           Consent of Ernst & Young LLP