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                  (I.R.S. Employer
    incorporation or organization)                   Identification No.)

             P.O. Box 245009
           Milwaukee, Wisconsin                          53224-9509
  (Address of principal executive offices)               (Zip Code)

     A.O. Smith Corporation Long-Term Executive Incentive Compensation Plan
                            (Full title of the plan)
                       ----------------------------------

            W. David Romoser, Esq.                           Copy to:
        Vice President, General Counsel
                 and Secretary                       Patrick G. Quick, Esq.
            A.O. Smith Corporation                     Foley & Lardner
               P.O. Box 245009                     777 East Wisconsin Avenue
        Milwaukee, Wisconsin 53224-9509            Milwaukee, Wisconsin 53202
                (414) 359-4137                          (414) 271-2400
     (Name, address and telephone number,
  including area code, of agent for service)

                       ----------------------------------

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
  Title of        Amount      Proposed Maximum  Proposed Maximum     Amount of
Securities to      to be       Offering Price       Aggregate       Registration
be Registered   Registered(1)    Per Share       Offering Price         Fee
--------------------------------------------------------------------------------
Common Stock,    1,500,000      $19.90625(2)    $29,859,375.00(2)    $7,882.88
$1 par value      shares
--------------------------------------------------------------------------------

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this  Registration
    Statement also covers an indeterminate number of additional shares of Common
    Stock that may become issuable as a result of stock splits, stock dividends,
    or similar  transactions  pursuant to the  anti-dilution  provisions  of the
    Long-Term Executive Incentive Compensation Plan.

(2) Estimated  pursuant to Rule 457(c) under the  Securities  Act of 1933 solely
    for the purpose of calculating the  registration fee based on the average of
    the high and low prices for A. O. Smith Corporation  Common Stock on the New
    York Stock Exchange consolidated reporting system on December 7, 1999.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange  Commission (the
"Commission") as part of this Form S-8 Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------

          The  following  documents  filed  with the  Commission  by A. O. Smith
Corporation (the "Company") are hereby incorporated herein by reference:

          1. The Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.

          2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999; June 30, 1999; and September 30, 1999.

          3. All other  reports  filed by the Company  since  December  31, 1998
pursuant to Section 13(a) or 15 (d) of the  Securities  Exchange Act of 1934, as
amended.

          4. The  description of the Company's  Common Stock contained in Item 4
of the Company's  Registration  Statement on Form 8-A,  filed  December 9, 1994,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

          All documents  subsequently  filed by the Company pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as amended,
after the date of filing of this  Registration  Statement and prior to such time
as the Company files a post-effective  amendment to this Registration  Statement
which  indicates  that all  securities  offered  hereby  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.
          --------------------------------------
                  None.


                                      -2-
<PAGE>

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 present or former
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 is not  successful  in
defending  if it is  determined  that he  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 had no
reasonable  cause to believe his 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 By-Law provisions and the indemnity agreements 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 duties to the Company; (ii) with respect to
criminal actions, such individual had no reasonable cause to believe his conduct
was unlawful;  and (iii) with respect to securities law actions, such individual
acted in good  faith  and in a manner  he  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  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.


                                      -3-
<PAGE>

          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.

          The Company maintains  insurance policies that 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  herein 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 with or  furnished to the
Securities and Exchange  Commission by the Registrant  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 herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.


                                      -4-
<PAGE>

          (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  that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  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)  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 Act and will
be governed by the final adjudication of such issue.


                                      -5-
<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 7th day of
December, 1999.

                                        A. O. SMITH CORPORATION


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

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints Robert J. O'Toole, Glen R. Bomberger,  John J. Kita and
W. David Romoser,  and each of them individually,  his or her  attorneys-in-fact
and agents,  with full power of substitution and  resubstitution  for him or her
and in his or her name, 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 he
or she 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 or
substitutes, may lawfully do or cause to be done by virtue hereof.

          Signature                     Title                        Date
          ---------                     -----                        ----

/s/Robert J. O'Toole         Chairman, President, Chief         December 7, 1999
---------------------------- Executive Officer and Director
Robert J. O'Toole            (Principal Executive Officer)


/s/Glen R. Bomberger         Executive Vice President, Chief    December 7, 1999
---------------------------- Financial Officer and Director
Glen R. Bomberger            (Principal Financial Officer)


/s/John J. Kita              Vice President, Treasurer and      December 7, 1999
---------------------------- Controller (Principal Accounting
John J. Kita                 Officer)


                                      S-1
<PAGE>

          Signature                     Title                        Date
          ---------                     -----                        ----

/s/Tom H. Barrett            Director                           December 7, 1999
----------------------------
Tom H. Barrett


/s/William F. Buehler        Director                           December 7, 1999
----------------------------
William F. Buehler


/s/Kathleen J. Hempel        Director                           December 7, 1999
----------------------------
Kathleen J. Hempel


/s/Robert N. Pokelwaldt      Director                           December 7, 1999
----------------------------
Robert N. Pokelwaldt


____________________________ Director                           __________, 1999
Agnar Pytte


/s/Arthur O. Smith           Director                           December 7, 1999
----------------------------
Arthur O. Smith


/s/Bruce M. Smith            Director                           December 7, 1999
----------------------------
Bruce M. Smith


                                      S-2
<PAGE>

                                  EXHIBIT INDEX
                                  -------------

Exhibit
Number                        Exhibit Description
------                        -------------------

(4.1)     A. O. Smith Corporation  Long-Term  Executive  Incentive  Compensation
          Plan.

(4.2)     Restated  Certificate  of  Incorporation  of A. O.  Smith  Corporation
          (incorporated  by reference to Exhibit  3(i) to the  Company's  Annual
          Report on Form 10-K for the year  ended  December  31,  1995 (File No.
          1-475)).

(5)       Opinion of W. David Romoser.

(23.1)    Consent of Ernst & Young LLP.

(23.2)    Consent of W. David Romoser (contained in Exhibit 5).

(24)      Power of Attorney (contained on the signature page hereto).



                                      E-1
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{"company-data": {"conformed-name": "SMITH A O CORP", "cik": "0000091142", "assigned-sic": "3621", "irs-number": "390619790", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92329", "film-number": "99770719"}, "business-address": {"street1": "P O BOX 245009", "city": "MILWAUKEE", "state": "WI", "zip": "53224-9509", "phone": "4143594000"}, "mail-address": {"street1": "P O BOX 245009", "city": "MILWAUKEE", "state": "WI", "zip": "53224-9509"}}
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                  (I.R.S. Employer
    incorporation or organization)                   Identification No.)

             P.O. Box 245009
           Milwaukee, Wisconsin                          53224-9509
  (Address of principal executive offices)               (Zip Code)

     A.O. Smith Corporation Long-Term Executive Incentive Compensation Plan
                            (Full title of the plan)
                       ----------------------------------

            W. David Romoser, Esq.                           Copy to:
        Vice President, General Counsel
                 and Secretary                       Patrick G. Quick, Esq.
            A.O. Smith Corporation                     Foley & Lardner
               P.O. Box 245009                     777 East Wisconsin Avenue
        Milwaukee, Wisconsin 53224-9509            Milwaukee, Wisconsin 53202
                (414) 359-4137                          (414) 271-2400
     (Name, address and telephone number,
  including area code, of agent for service)

                       ----------------------------------

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
  Title of        Amount      Proposed Maximum  Proposed Maximum     Amount of
Securities to      to be       Offering Price       Aggregate       Registration
be Registered   Registered(1)    Per Share       Offering Price         Fee
--------------------------------------------------------------------------------
Common Stock,    1,500,000      $19.90625(2)    $29,859,375.00(2)    $7,882.88
$1 par value      shares
--------------------------------------------------------------------------------

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this  Registration
    Statement also covers an indeterminate number of additional shares of Common
    Stock that may become issuable as a result of stock splits, stock dividends,
    or similar  transactions  pursuant to the  anti-dilution  provisions  of the
    Long-Term Executive Incentive Compensation Plan.

(2) Estimated  pursuant to Rule 457(c) under the  Securities  Act of 1933 solely
    for the purpose of calculating the  registration fee based on the average of
    the high and low prices for A. O. Smith Corporation  Common Stock on the New
    York Stock Exchange consolidated reporting system on December 7, 1999.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange  Commission (the
"Commission") as part of this Form S-8 Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------

          The  following  documents  filed  with the  Commission  by A. O. Smith
Corporation (the "Company") are hereby incorporated herein by reference:

          1. The Company's  Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.

          2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999; June 30, 1999; and September 30, 1999.

          3. All other  reports  filed by the Company  since  December  31, 1998
pursuant to Section 13(a) or 15 (d) of the  Securities  Exchange Act of 1934, as
amended.

          4. The  description of the Company's  Common Stock contained in Item 4
of the Company's  Registration  Statement on Form 8-A,  filed  December 9, 1994,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

          All documents  subsequently  filed by the Company pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as amended,
after the date of filing of this  Registration  Statement and prior to such time
as the Company files a post-effective  amendment to this Registration  Statement
which  indicates  that all  securities  offered  hereby  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.
          --------------------------------------
                  None.

                                      -2-
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 present or former
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 is not  successful  in
defending  if it is  determined  that he  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 had no
reasonable  cause to believe his 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 By-Law provisions and the indemnity agreements 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 duties to the Company; (ii) with respect to
criminal actions, such individual had no reasonable cause to believe his conduct
was unlawful;  and (iii) with respect to securities law actions, such individual
acted in good  faith  and in a manner  he  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  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.

                                      -3-
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.

          The Company maintains  insurance policies that 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  herein 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 with or  furnished to the
Securities and Exchange  Commission by the Registrant  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 herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      -4-
(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  that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  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)  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 Act and will
be governed by the final adjudication of such issue.

                                      -5-
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 7th day of
December, 1999.

                                        A. O. SMITH CORPORATION

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

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints Robert J. O'Toole, Glen R. Bomberger,  John J. Kita and
W. David Romoser,  and each of them individually,  his or her  attorneys-in-fact
and agents,  with full power of substitution and  resubstitution  for him or her
and in his or her name, 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 he
or she 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 or
substitutes, may lawfully do or cause to be done by virtue hereof.

          Signature                     Title                        Date
          ---------                     -----                        ----

/s/Robert J. O'Toole         Chairman, President, Chief         December 7, 1999
---------------------------- Executive Officer and Director
Robert J. O'Toole            (Principal Executive Officer)

/s/Glen R. Bomberger         Executive Vice President, Chief    December 7, 1999
---------------------------- Financial Officer and Director
Glen R. Bomberger            (Principal Financial Officer)

/s/John J. Kita              Vice President, Treasurer and      December 7, 1999
---------------------------- Controller (Principal Accounting
John J. Kita                 Officer)

                                      S-1
Signature                     Title                        Date
          ---------                     -----                        ----

/s/Tom H. Barrett            Director                           December 7, 1999
----------------------------
Tom H. Barrett

/s/William F. Buehler        Director                           December 7, 1999
----------------------------
William F. Buehler

/s/Kathleen J. Hempel        Director                           December 7, 1999
----------------------------
Kathleen J. Hempel

/s/Robert N. Pokelwaldt      Director                           December 7, 1999
----------------------------
Robert N. Pokelwaldt

____________________________ Director                           __________, 1999
Agnar Pytte

/s/Arthur O. Smith           Director                           December 7, 1999
----------------------------
Arthur O. Smith

/s/Bruce M. Smith            Director                           December 7, 1999
----------------------------
Bruce M. Smith

                                      S-2
EXHIBIT INDEX
                                  -------------

Exhibit
Number                        Exhibit Description
------                        -------------------

(4.1)     A. O. Smith Corporation  Long-Term  Executive  Incentive  Compensation
          Plan.

(4.2)     Restated  Certificate  of  Incorporation  of A. O.  Smith  Corporation
          (incorporated  by reference to Exhibit  3(i) to the  Company's  Annual
          Report on Form 10-K for the year  ended  December  31,  1995 (File No.
          1-475)).

(5)       Opinion of W. David Romoser.

(23.1)    Consent of Ernst & Young LLP.

(23.2)    Consent of W. David Romoser (contained in Exhibit 5).

(24)      Power of Attorney (contained on the signature page hereto).

                                      E-1