UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                             _______________________

                                    FORM 8-K


                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                             _______________________


                  Date of Report
                  (Date of earliest
                  event reported):       July 1, 1998


                            A. O. Smith Corporation                     
             (Exact name of registrant as specified in its charter)


      Delaware                       1-475                    39-0619790    
   (State or other              (Commission File             (IRS Employer   
   jurisdiction of                   Number)              Identification No.)
   incorporation)


                P. O. Box 23972, Milwaukee, Wisconsin  53223-0972         
          (Address of principal executive offices, including zip code)


                                 (414) 359-4000          
                         (Registrant's telephone number)

   

   Item 2.       Acquisition or Disposition of Assets.

                 On July 1, 1998, A. O. Smith Corporation (the "Company")
   acquired substantially all of the assets of the General Electric
   Industrial Control Systems Division of General Electric Company, a New
   York corporation ("GE"), that related to GE's hermetic electric motors
   operations located in Scottsville, Kentucky (the "Facility"), pursuant to
   an Asset Purchase Agreement, dated as of May 13, 1998, by and between the
   Company and GE (the "Asset Purchase Agreement").  The Company's
   acquisition of the assets of GE relating to the Facility is referred to
   herein as the "Acquisition."

                 Pursuant to the Asset Purchase Agreement, except for certain
   excluded assets (including cash, tax credits and records, obligations of
   affiliates of GE, GE's business name, certain records, GE's corporate
   franchise, interests in intellectual property, business information,
   certain hedge contracts, rights relating to contingent employees and
   computer software), the Company acquired all of the business, rights,
   claims and assets of GE relating to the Facility including, but not
   limited to, the Facility's (a) owned real property, (b) personal property,
   (c) inventories, (d) personal property leases, (e) contracts and purchase
   and sales orders, (f) accounts receivable, (g) licenses and permits, and
   (h) general intangibles.

                 As consideration for the assets of GE relating to the
   Facility, the Company (i) assumed specified liabilities of GE relating to
   the Facility; and (ii) paid $120 million in cash at the closing of the
   Acquisition, subject to adjustment.  The purchase price paid by the
   Company for the assets of GE relating to the Facility was determined on
   the basis of arm's length negotiations between the parties.  The Company
   funded the Acquisition through available cash and proceeds from the
   issuance of $30 million in notes to Prudential Insurance Company of
   America.

                 The Asset Purchase Agreement is filed as an exhibit to this
   Current Report on Form 8-K and is incorporated herein by reference.  The
   brief summary of the material provisions of the Asset Purchase Agreement
   set forth above is qualified in its entirety by reference to the Asset
   Purchase Agreement filed as an exhibit hereto.

                 GE used the assets relating to the Facility in the
   manufacture, production, marketing, distribution, sale and related
   research and development of hermetic electric motors.  The Company intends
   to continue to use such assets for that purpose.

   Item 7.   Financial Statements and Exhibits.

                (a)    Financial Statements of Business Acquired.

                       Not applicable.

                (b)    Pro Forma Financial Information.

                       Not applicable.

                (c)    Exhibits.

                       The exhibit listed in the accompanying Exhibit Index
   is filed as part of this Current Report on Form 8-K.


   

                                   SIGNATURES
    
                       Pursuant to the requirements of the Securities
   Exchange Act of 1934, the registrant has duly caused this report to be
   signed on its behalf by the undersigned hereunto duly authorized.

                                    A. O. SMITH CORPORATION



   Date:  July 15, 1998             By: /s/ W. David Romoser         
                                          W. David Romoser
                                          Vice President, General Counsel
                                            and Secretary

   

                             A. O. SMITH CORPORATION

                            EXHIBIT INDEX TO FORM 8-K
                            Report Dated July 1, 1998


   Exhibit
     No.                            Description

   (2)                 Asset Purchase Agreement, dated as of May 13, 1998,
                       by and between A. O. Smith Corporation and General
                       Electric Company.*


   --------------

   *The schedules and exhibits to this document are not being filed herewith. 
   The registrant agrees to furnish supplementally a copy of any such
   schedule or exhibit to the Securities and Exchange Commission upon
   request.