Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Martineau Peter R
2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2016
3. Issuer Name and Ticker or Trading Symbol
SMITH A O CORP [AOS]
(Last)
(First)
(Middle)
A. O. SMITH CORPORATION, 500 TENNESSEE WALTZ PARKWAY
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President - CIO
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

ASHLAND CITY, TN 37015
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   (1)   (1) Common Stock 2,555 $ 0 D  
Employee Stock Options (Right to Buy)   (2)   (2) Common Stock 18,240 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Martineau Peter R
A. O. SMITH CORPORATION
500 TENNESSEE WALTZ PARKWAY
ASHLAND CITY, TN 37015
      Senior Vice President - CIO  

Signatures

James F. Stern, Attorney-in-Fact for Peter R. Martineau 04/04/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Restricted Stock Units were granted under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3: 915 restricted stock units were granted on 02/10/2014; 730 restricted stock units were granted on 02/09/2015 and 910 restricted stock units were granted on 02/08/2016. The restricted stock units become payable in Common Stock on the vesting date, which is three years after the grant date.
(2) Employee Stock Options were granted under the A. O. Smith Combined Incentive Compensation Plan, a transaction exempt under Rule 16b-3: 2,800 employee stock options were granted on 02/07/2011; 3,200 employee stock options were granted on 02/13/2012; 3,400 employee stock options were granted on 02/11/2013; 2,570 employee stock options were granted on 02/10/2014; 2,620 employee stock options were granted on 02/09/2015; and 3,650 employee stock options were granted on 02/08/2016. Employee Stock Options become exercisable in three annual installments of 1/3 of the award starting one year after the grant dtate.

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