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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
A.O. SMITH CORPORATION
_________________________________________________________________
(Name of Issuer)
CLASS B COMMON
_________________________________________________________________
(Title of Class of Securities)
83186520
__________________________________
(CUSIP Number)
Check the following box if a fee is being paid with this statement /__/.
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
SEC 1745 (2/92) Page 1 of 5 pages
Page 2 of 5 Pages
CUSIP No. 83186520 13G
-------------
1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mitchell Hutchins Institutional Investors Inc.
13-3180862
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /__/
(b) /__/
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5) SOLE VOTING POWER
NUMBER OF
-0-
SHARES
6) SHARED VOTING POWER
BENEFICIALLY
1,261,100
OWNED BY
7) SOLE DISPOSITIVE POWER
EACH
-0-
REPORTING
8) SHARED DISPOSITIVE POWER
PERSON
1,261,100
WITH
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,261,100
10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.03%
12) TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 5 Pages
Item 1. (a) Name of Issuer:
--------------
A.O. Smith Corporation
Address of Issuer's Principal Executive Offices:
-----------------------------------------------
11270 West Park Place
Milwaukee, WI 53224-3690
Item 2. (a) Name of Person Filing:
---------------------
Mitchell Hutchins Institutional Investors Inc.
(b) Address of Principal Business Office:
------------------------------------
1285 Avenue of the Americas
New York, NY 10019
(c) Citizenship: Delaware
-----------
(d) Title of Class of Securities: Class B Common
----------------------------
(e) CUSIP Number: 83186520
------------
Item 3. Type of Reporting Person
------------------------
(a) ( ) Broker or Dealer registered under Section 15 of
the Act
(b) ( ) Bank as defined in Section 3(a)(6)of the Act
(c) ( ) Insurance Company as defined in Section 3(a)(19)
of the Act
(d) ( ) Investment Company registered under Section 8 of
the Investment Company Act
(e) (XX) Investment Adviser Registered under Section 203
of the Investment Advisers Act of 1940
Page 4 of 5 Pages
(f) ( ) Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see Section 240.13d-1(b)
(1)(ii)(F)
(g) ( ) Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G) (Note: See Item 7)
(h) ( ) Group, in accordance with Section 240.13d-1
(b)(1)(ii)(H)
Item 4. Ownership:
---------
(a) Amount Beneficially Owned: 1,261,100
-------------------------
(b) Percent of Class: 6.03%
----------------
(c) Number of Shares as to which such person has:
--------------------------------------------
(i) Sole Power to vote or to direct
the vote: -0-
(ii) Shared Power to vote or to direct
the vote: 1,261,100
(iii) Sole Power to dispose or to direct
the disposition of: -0-
(iv) Shared Power to dispose or to
direct the disposition of: 1,261,100
Item 5. Ownership of Five Percent or Less of a Class:
--------------------------------------------
N/A
Item 6. Ownership of More than Five Percent on Behalf of Another:
--------------------------------------------------------
N/A
Page 5 of 5 Pages
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company:
---------------------------------------------------------
N/A
Item 8. Identification and Classification of Members of the
Group:
---------------------------------------------------
N/A
Item 9. Notice of Dissolution of Group:
------------------------------
N/A
Item 10. Certification:
-------------
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired in the ordinary course of business and were
not acquired for the purpose of and do not have the
effect of changing or influencing the control of the
issuer of such securities and were not acquired in
connection with or as a participant in any transaction
having such purposes or effect.
Signature:
---------
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
/s/ William R. Cavell
By: ____________________________
William R. Cavell
Legal Department
Date: February 13, 1995