-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 DVZTX+7Dh7ABe29bWIrYwzYhwoyLYisXWVQPlwHhWaQJYfIYNR7OTmdcJyW5hLZ8
 +Ciy0ZZyLkAaHCn6qp3r1g==

<SEC-DOCUMENT>0000897069-01-500267.txt : 20010626
<SEC-HEADER>0000897069-01-500267.hdr.sgml : 20010626
ACCESSION NUMBER:		0000897069-01-500267
CONFORMED SUBMISSION TYPE:	11-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20001231
FILED AS OF DATE:		20010625

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SMITH A O CORP
		CENTRAL INDEX KEY:			0000091142
		STANDARD INDUSTRIAL CLASSIFICATION:	MOTORS & GENERATORS [3621]
		IRS NUMBER:				390619790
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		11-K
		SEC ACT:		
		SEC FILE NUMBER:	001-00475
		FILM NUMBER:		1666213

	BUSINESS ADDRESS:	
		STREET 1:		P O BOX 245009
		CITY:			MILWAUKEE
		STATE:			WI
		ZIP:			53224-9509
		BUSINESS PHONE:		4143594000

	MAIL ADDRESS:	
		STREET 1:		P O BOX 245009
		CITY:			MILWAUKEE
		STATE:			WI
		ZIP:			53224-9509
</SEC-HEADER>
<DOCUMENT>
<TYPE>11-K
<SEQUENCE>1
<FILENAME>pdm73a.txt
<DESCRIPTION>FORM 11-K
<TEXT>

                                    FORM 11-K


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

For the fiscal year ended December 31, 2000

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For the transition period from __________ to __________


Commission file number 1-475


A.   Full title of the plan and the address of the plan, if different from that
     of the issuer named below:


                   A. O. Smith Profit Sharing Retirement Plan



B.   Name of issuer of the securities held pursuant to the plan and the address
     of its principal executive office:

                             A. O. Smith Corporation
                              11270 West Park Place
                               Milwaukee, WI 53224

<PAGE>

                              REQUIRED INFORMATION



1.        Not Applicable.

2.        Not Applicable.

3.        Not Applicable.

4.        The A. O. Smith Profit Sharing Retirement Plan (the "Plan") is subject
          to the requirements of the Employee Retirement Income Security Act of
          1974 ("ERISA"). Attached hereto is a copy of the most recent financial
          statements and schedules of the Plan prepared in accordance with the
          financial reporting requirements of ERISA.


Exhibits

23.1      Consent of Independent Auditors

<PAGE>

                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this annual
report to be signed by the undersigned thereunto duly authorized.

                                     A. O. Smith Profit Sharing Retirement Plan



Date:    06/22/2001                          By:   /s/ Duane R. Carlson
      _________________________                 _______________________________
                                             Duane R. Carlson
                                             Manager Pension and Savings Plan

<PAGE>

                                    CONTENTS


A. O. Smith Profit Sharing Retirement Plan:


Independent Auditors' Report
- ----------------------------


Financial Statements
- --------------------

   Statement of Net Assets Available for Benefits                          1

   Statement of Changes in Net Assets Available for Benefits               2

   Notes to Financial Statements                                         3-7


<PAGE>

                          INDEPENDENT AUDITORS' REPORT



Benefits Committee
A. O. Smith Profit Sharing Retirement Plan
Milwaukee, Wisconsin


      We have audited the accompanying statements of net assets available for
benefits of the A. O. Smith Profit Sharing Retirement Plan as of December 31,
2000 and 1999, and the related statement of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

      We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

      In our opinion, the financial statements, referred to above, present
fairly, in all material respects, the net assets available for benefits of the
Plan as of December 31, 2000 and 1999, and the changes in its net assets
available for benefits for the years then ended in conformity with accounting
principles generally accepted in the United States of America.




May 25, 2001                            REILLY, PENNER & BENTON LLP
Milwaukee, Wisconsin

<PAGE>

                   A. O. SMITH PROFIT SHARING RETIREMENT PLAN

                 Statement of Net Assets Available for Benefits
                           December 31, 2000 and 1999


                                                      2000           1999
                                                      ----           ----

Assets:

  Investments in Master Trust (Note 2):

    Investment options at fair value              $224,580,200   $235,844,783

    Participant loans receivable                     3,195,483      3,405,828
                                                   --------------------------
         Total investments                         227,775,683    239,250,611



Receivables:

  Company contributions                              2,136,502      3,706,428

  Due from brokers for securities transactions          90,119            ---
                                                   --------------------------
         Total receivables                           2,226,621      3,706,428
                                                   --------------------------



Net assets available for benefits                 $230,002,304   $242,957,039
                                                   ==========================




               The accompanying notes to the financial statements
                     are an integral part of this statement.
<PAGE>
<TABLE>
                           A. O. SMITH PROFIT SHARING RETIREMENT PLAN

                   Statement of Changes in Net Assets Available for Benefits
                             Years Ended December 31, 2000 and 1999
<CAPTION>
                                                                     2000              1999
                                                                     ----              ----
Increases:

  Net income (loss) from the Master Trust:
<S>                                                             <C>               <C>
    Investments                                                 $  (3,737,341)    $  64,878,431

    Interest income from participant loans                            294,330           261,218
                                                                 ------------------------------
         Total investment                                          (3,443,011)       65,139,649

Contributions:

  Company                                                           2,138,785         3,706,428

  Participants                                                      5,604,338         5,140,076

  Rollovers                                                           546,079         2,288,542
                                                                 ------------------------------
         Total contributions                                        8,289,202        11,135,046
                                                                 ------------------------------

             Total increases                                        4,846,191        76,274,695

Decreases:

  Benefit and withdrawal payments                                  24,130,510        14,635,647
                                                                 ------------------------------

                Change in net assets before transfers             (19,284,319)       61,639,048


Transfers from other plans                                          6,329,584            93,746
                                                                 ------------------------------

                Change in net assets available for benefits       (12,954,735)       61,732,794

Net assets available for benefits:

  Beginning of year                                               242,957,039       181,224,245
                                                                 ------------------------------

  End of year                                                   $ 230,002,304     $ 242,957,039
                                                                 ==============================
</TABLE>

               The accompanying notes to the financial statements
                     are an integral part of this statement.
<PAGE>
                   A. O. SMITH PROFIT SHARING RETIREMENT PLAN

                          Notes to Financial Statement
                           December 31, 2000 and 1999

1.   Basis of Presentation and Significant Accounting Policies
- --------------------------------------------------------------

     General
     -------

     The A. O. Smith Profit Sharing Retirement Plan was established in 1956 to
cover salaried or commissioned employees of the A. O. Smith Corporation, its
subsidiaries and affiliates. Employees are eligible to participate in the Plan
if they are scheduled to complete 1,000 hours of service in a Plan year.
Employees elect to participate by designating a portion of their salary to be
contributed to an account maintained on behalf of the participant. Participants
direct the investment of their contributions into various investment options
offered by the Plan (see Note 2).

     Participant Loans
     -----------------

     Participants may borrow from their fund accounts a minimum of $1,000 up to
a maximum of $50,000 or 50 percent of their account balance, whichever is less.
The loans are secured by the balance in the participant's account and bear
interest at rates which are commensurate with local prevailing rates as
determined by the Plan's Trustee.

     Investment valuation
     --------------------

     All of the Plan's assets are held in the A. O. Smith Profit Sharing
Retirement Master Trust (Master Trust) (Note 2) which are recorded at fair
value. The financial statements of the Master Trust are presented separately and
are incorporated by reference to the financial statements of this Plan.

     Contributions and benefit and withdrawal payments
     -------------------------------------------------

     The Plan is a defined contribution plan to which participants may make
contributions of not less than 1% or more than 16% of their compensation. The
Plan provides for all participant contributions to be made with tax-deferred
dollars under Section 401(k) of the Internal Revenue Code. These contributions
are excluded from the participant's current wages for federal income tax
purposes. The Internal Revenue Code has set a maximum of $10,500 and $10,000 for
tax-deferred contributions that may be excluded for any individual participant
in both 2000 and 1999, respectively. No federal income tax is paid on the
tax-deferred contributions and growth thereon until the participant withdraws
them from the Plan.

     Contributions from participants are recorded when A. O. Smith Corporation
(the Company) makes payroll deductions from Plan participants. Contributions
from the Company are accrued in the period in which they become obligations of
the Company in accordance with terms of the Plan.

     For each $1.00 of 401(k) Tax-Deferred contributions, up to 6% of a
participant's salary, the Company guarantees a contribution of $.35. Additional
Company contributions in excess of $.35 will be based on the Company's return on
net worth. The additional Company matching contribution amount is $.05 times the
return on net worth between 5% and 10%, plus $.10 times the return on net worth
in excess of 10% up to a maximum of 18%. Therefore, the guaranteed and
additional contributions can combine for a maximum Company contribution of $1.40
of participant contributions up to 6% of salary.

<PAGE>
                   A. O. SMITH PROFIT SHARING RETIREMENT PLAN
                          Notes to Financial Statements
                           December 31, 2000 and 1999
                                   (Continued)

1.   Basis of Presentation and Significant Accounting Policies (Continued)
- --------------------------------------------------------------

     Vesting
     -------

     Participants of the Plan are 0% vested in employer contributions with less
than two years of participation, 40% vested after two years, 60% after three
years, 80% after four years and fully vested after five years of participation.
Participants are always fully vested in their own contributions.

     A separate account is maintained for each participant. The separate account
balances are adjusted periodically as follows:

     a.   Semi-monthly for participant's contributions.

     b.   Annually for Company contributions.

     c.   Daily for a proportionate share of increases and decreases in the fair
          value of Plan assets.

     d.   The accounts are periodically adjusted for forfeitures, which are
          reallocated to participants in the same manner as if they were a
          Company matching contribution for the Plan year. Forfeiture
          allocations for 2000 and 1999 amounted to $22,847 and $181,268,
          respectively.

     e.   Daily for benefit and withdrawal payments which consist of the
          following:

          i.   Upon retirement, death, disability, or termination of employment
               resulting from permanent reduction of personnel, an employee may
               withdraw any amount or the entire account balance for any reason.
               At age 70 1/2, an account distribution election must be made.

          ii.  Upon termination of employment for other reasons, the balance in
               the separate account (reduced for nonvested Company contributions
               and growth thereon based on years of service) may be paid in a
               lump sum.

          iii. An active participant age 59 1/2 or older may withdraw the
               balance in the separate account. The balance in the separate
               account is paid to the participant in a lump sum.

          iv.  A participant may withdraw all or any portion of the principal
               balance attributable to after-tax contributions and earnings and
               rollover contributions and earnings. All or any portion of the
               balance attributable to Company contributions and earnings may
               also be withdrawn if the participant has five full years of
               employment with the Company.

          v.   A participant may withdraw at any time any amount attributable to
               participant contributions and growth to purchase, prevent
               eviction from or foreclosure on, a principal residence or to pay
               certain expenses (namely post-secondary education and
               unreimbursed medical expenses). Withdrawals may not include
               earnings on 401(k) contributions posted to a participant's
               account after 1988.

          vi.  No lump sum cash distribution in excess of $5,000 will be made
               without the consent of the participant.

     f.   Daily for investment allocation changes made by participants.

Participants should refer to the Plan document for a more complete description
of the Plan's provisions.
<PAGE>
                   A. O. SMITH PROFIT SHARING RETIREMENT PLAN
                          Notes to Financial Statements
                           December 31, 2000 and 1999
                                   (Continued)

2.   A. O. Smith Profit Sharing Retirement Master Trust
- -------------------------------------------------------

     The Plan assets are held in the A. O. Smith Profit Sharing Retirement
Master Trust at the Marshall and Ilsley Trust Company. The Plan offers eight
investment vehicles in which participants may invest their account balances.
Shares of mutual funds are valued at the net asset value of shares held at year
end. Shares of common/collective trust funds are valued at the redemption price
established by the Trustee at year end. Participant loans receivable are valued
at cost which approximates fair value.

     The amount of Master Trust assets, income and change in value which is
allocated to the Plan is determined by the ratio of participant account balances
in the Plan to the total participant account balances of all participating
plans. The defined contribution plans participating in the Master Trust at
December 31, 2000, are the A. O. Smith Profit Sharing Retirement Plan and the A.
O. Smith Corporation Savings Plan. At December 31, 2000 and 1999, the Plan was
allocated 92.987% and 94.118%, respectively, of the Master Trust assets.

     Significant information related to the investments in the Master Trust as
of and for the year ended December 31, 2000, is as follows:
<TABLE>
<CAPTION>
                                                       December 31,        2000         2000 Change
                                                       2000 Balance       Income         in Value
                                                       ------------       ------         --------

a.  Register Investment Company Mutual Funds:
<S>                                                   <C>             <C>              <C>
       American EuroPacific Growth Fund               $   6,894,165   $  (1,635,840)   $  (1,493,985)
       Firstar Growth and Income Fund                    21,534,277       1,001,425          246,940
       Fidelity Aggressive Equity Portfolio              95,498,405      (6,245,939)      (8,637,492)
       Vanguard Institutional Index Trust Fund           23,783,239      (2,311,113)      (1,596,486)
       Vanguard Fixed Income Short-Term Corp. Fund              ---               2             (189)
       American Balanced Fund                            10,305,413       1,296,152          772,530
       Firstar Bond Fund                                  4,852,367         457,143        1,297,698
                                                       ---------------------------------------------
            Subtotal                                    162,867,866      (7,438,170)      (9,410,984)

b.  Common/Collective Trusts:

       A O. Smith Stock Fund                              3,984,057        (691,230)         519,435
       A. O. Smith Stable Asset Income Fund              73,894,579       4,322,470         (203,859)
                                                       ---------------------------------------------
            Subtotal                                     77,878,636       3,631,240          315,576

c.  Participant Loans Receivable                          4,203,121         367,066           38,563

d.  Cash                                                      5,061             ---         (189,985)
                                                       ---------------------------------------------
                Total                                 $ 244,954,684   $  (3,439,864)   $  (9,246,830)
                                                       =============================================
<PAGE>
                             A. O. SMITH PROFIT SHARING RETIREMENT PLAN
                                    Notes to Financial Statements
                                     December 31, 2000 and 1999
                                             (Continued)

2.  A. O. Smith Profit Sharing Retirement Master Trust (Continued)
- ------------------------------------------------------

     Significant information related to the investments in the Master Trust as of and for the year
ended December 31, 1999, is as follows:
<CAPTION>
                                                       December 31,       1999          1999 Change
                                                       1999 Balance      Income          in Value
                                                       ------------      ------          --------
a.  Register Investment Company Mutual Funds:
<S>                                                   <C>             <C>              <C>
       American EuroPacific Growth Fund               $   8,388,150   $   2,623,382    $   5,244,190
       Firstar Growth and Income Fund                    21,287,337         647,129       (3,640,873)
       Fidelity Aggressive Equity Portfolio             104,135,897      55,570,475       49,326,473
       Vanguard Institutional Index Trust Fund           25,379,725       4,610,828        2,785,594
       Vanguard Fixed Income Short-Term Corp. Fund              189             (53)      (3,934,177)
       American Balanced Fund                             9,532,883         295,085         (219,441)
       Firstar Bond Fund                                  3,554,669         (61,324)       3,554,669
                                                       ---------------------------------------------
            Subtotal                                    172,278,850      63,685,522       53,116,435

b.  Common/Collective Trusts:
       A. O. Smith Stock Fund                             3,464,622        (202,512)         259,773
       A .O. Smith Stable Asset Income Fund              74,098,438       3,820,971       13,925,386
                                                       ---------------------------------------------
            Subtotal                                     77,563,060       3,618,459       14,185,159

c.  Participant Loans Receivable                          4,164,558         301,577          632,510

d.  Cash                                                    195,046             ---          261,112
                                                       ---------------------------------------------
                Total                                 $ 254,201,514   $  67,605,558    $  68,195,216
                                                       =============================================
3.   Investments
- ----------------

     Investments held by the Plan at December 31, that represents 5% or more of the Plan's net
assets are as follows:
<CAPTION>
                                                                    December 31,
                                                              2000             1999
                                                              ----             ----
<S>                                                       <C>             <C>
Firstar Growth and Income Fund, 503,487.639               $ 20,542,296    $  20,324,886
 and 469,180.186 shares, respectively

Fidelity Aggressive Equity Fund, 112,230.530                92,070,560      100,873,375
 and 115,623.460 shares, respectively

Vanguard Institutional Index Fund, 175,458.466              21,181,346       22,827,458
 and 170,341.449 shares, respectively

A. O. Smith Stable Asset Income Fund, 4,157,779.835         66,400,799       53,791,788
 and 4,541,454.475 shares, respectively
</TABLE>
<PAGE>
                   A. O. SMITH PROFIT SHARING RETIREMENT PLAN


                          Notes to Financial Statements
                           December 31, 2000 and 1999
                                   (Continued)

4.   Income Tax Status
- ----------------------

     The Plan obtained its latest determination letter on October 21, 1999, in
which the Internal Revenue Service stated the Plan as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code. The
Plan administrator and the Plan's tax counsel believe that the Plan is currently
designed and being operated in compliance with the applicable requirements of
the Internal Revenue Code. Therefore, no provision for income taxes has been
included in the Plan's financial statements.

5.   Plan Termination
- ---------------------

     While the Company has not expressed any intent to terminate the Plan, it is
free to do so at any time. In the event of termination, each participant
automatically becomes vested to the extent of the balance in his separate
account.

6.   Use of Estimates
- ---------------------

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts in the financial statements. Actual
results could differ from those estimates.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>2
<FILENAME>pdm73b.txt
<DESCRIPTION>CONSENT
<TEXT>


                                                                    EXHIBIT 23.1


CONSENT OF REILLY, PENNER & BENTON LLP


We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-05799) pertaining to the A. O. Smith Profit Sharing Retirement Plan
(the Plan) of our report dated May 25, 2001, with respect to the financial
statements and schedules of the Plan included in this Annual Report (Form 11-K)
for the year ended December 31, 2000.




Milwaukee, Wisconsin                   REILLY, PENNER & BENTON LLP
June 22, 2001
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
