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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 333-05799
(Check One):
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [X] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: December 31, 1996
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ________________________
Read Attached Instruction Sheet Before Preparing Form. Please Print
or Type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
___________________________________
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
____________________________________
__________________________________________________________________
Part I -- Registrant Information
__________________________________________________________________
Full Name of Registrant: A. O. Smith Profit Sharing Retirement
Plan
Former Name if Applicable:
Address of Principal Executive
Office (Street and Number): c/o A. O. Smith Corporation
11270 West Park Place
City, State and Zip Code: Milwaukee, Wisconsin 53224
__________________________________________________________________
Part II -- Rules 12b-25(b) and (c)
__________________________________________________________________
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or expense.
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or Form 10-Q, or
portion thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
__________________________________________________________________
Part III -- Narrative
__________________________________________________________________
State below in reasonable detail the reasons why Form 10-K and
Form 10-KSB, 20-F, 11-K, 10-Q and 10-QSB, N-SAR, or the transition report
or portion thereof could not be filed within the prescribed period.
The Annual Report on Form 11-K relating to the A. O. Smith Profit
Sharing Retirement Plan (the "Plan") for the period ended December 31,
1996 (the "Form 11-K") could not be filed timely because the Plan's
financial statements that are required by Form 11-K are not yet available.
Because the Plan was amended to include an employer stock feature in 1996
and the Form 11-K is the first report due since the amendment, the Plan's
sponsor, A. O. Smith Corporation (the "Sponsor"), had not previously been
required to file a Form 11-K and was not well-versed in the requirements
of the form. As a result, the Sponsor directed its accounting firm to
prepare the required financial statements consistent with the accounting
firm's past practice. That past practice was to conduct a limited scope
audit, an approach that is unavailable for use by the Plan under the
requirements of the Form 11-K. As a result, the required financial
statements relating to the Plan could not, in the Plan's judgment, have
been completed by the due date for the Form 11-K without the incurrence of
unreasonable effort and expense.
__________________________________________________________________
Part IV -- Other Information
__________________________________________________________________
(1) Name and telephone number of person to contact in regard to this
notification:
W. David Romoser (414) 359-4000
(Name) (Area Code)(Telephone Number)
(2) Have all other periodic reports required under section 13 or
15(d) of the Securities Exchange Act of 1934 or section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s)
been filed? If the answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report
or portion thereof?
[ ] Yes [X] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
____________________________________
A. O. SMITH PROFIT SHARING PLAN
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: June 30, 1997 By: /s/ W. David Romoser
W. David Romoser
Vice President, General
Counsel and Secretary
A. O. Smith Corporation