Smith AO Corp – ‘NT 11-K’ for 12/31/96

As of:  Tuesday, 7/1/97   ·   For:  12/31/96   ·   Accession #:  897069-97-290   ·   File #:  1-00475

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Notice of a Late Filing of a Form 11-K   —   Form 12b-25
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: NT 11-K     Notice of a Late Filing of a Form 11-K                 3±    11K 


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

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘NT 11-K’ Filing		Date		Other Filings
Filed on:		7/1/97
		6/30/97		10-Q
For Period End:		12/31/96		10-K,  11-K
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