UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: 5*
Name of Issuer: A.O. Smith Corporation
Title of Class of Securities: Common Stock
CUSIP Number: 83186520-9
Date of Event Which Requires Filing of this Statement: 8/31/2004
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed.
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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).
CUSIP No.: 83186520-9
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mac-Per-Wolf Company
EIN #36-3099763
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. ___
b. _X_
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
2,130,283
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
2,130,283
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,130,283
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.2%
12. TYPE OF REPORTING PERSON
HC
CUSIP No.: 83186520-9
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Janus Small Cap Value Fund
36-3344166
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. ___
b. _X_
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
1,340,000
6. SHARED VOTING POWER
-0-
7. SOLE DISPOSITIVE POWER
1,340,000
8. SHARED DISPOSITIVE POWER
-0-
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,340,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%
12. TYPE OF REPORTING PERSON
IV
Item 1.
(a). Name of Issuer: A.O. Smith Corporation ("A.O. Smith")
(b). Address of Issuer's Principal Executive Offices:
PO Box 245008
Milwaukee, WI 53224-9508
Item 2.
(a).-(c). Name, Principal Business Address, and Citizenship of
Persons
Filing:
(1) Mac-Per-Wolf Company
310 S. Michigan Ave., Suite 2600
Chicago, IL 60604
Citizenship: Delaware
(2) Janus Small Cap Value Fund
151 Detroit Street
Denver, Colorado 80206
Citizenship: Massachusetts
(d). Title of Class of Securities: Common Stock
(e). CUSIP Number: 83186520-9
Item 3.
This statement is filed pursuant to Rule 13d-1 (b) and the person
filing, Mac-Per-Wolf Company, is a parent holding company in
accordance with 240.13d-1(b)(1)(ii)(G). See Item 7 for additional
information.
Janus Small Cap Value Fund is an Investment Company registered
under Section 8 of the Investment Company Act of 1940.
Item 4. Ownership
The information in items 1 and 5 through 11 on the cover page(s)
on Schedule 13G is hereby incorporated by reference.
Perkins, Wolf, McDonnell and Company, LLC furnishes investment
advice to various investment companies registered under Section 8
of the Investment Company Act of 1940 and to individual and
institutional clients (collectively referred to herein as "Managed
Portfolios").
Janus Small Cap Value Fund is an investment company registered
under the Investment Company Act of 1940 and is one of the Managed
Portfolios to which Perkins, Wolf, McDonnell and Company, LLC
provides investment advice.
Item 5. Ownership of Five Percent or Less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
The Managed Portfolios, set forth in Item 4 above, have the right
to receive all dividends from, and the proceeds from the sale of,
the securities held in their respective accounts.
The interest of one person, Janus Small Cap Value Fund, an
investment company registered under the Investment Company Act of
1940, in A.O. Smith Common Stock amounted to 1,340,000 shares or
6.4% of the total outstanding Common Stock.
These shares were acquired in the ordinary course of business, and
not with the purpose of changing or influencing control of the
Issuer.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company
The reporting person, Mac-Per-Wolf Company, is filing on behalf of
its two subsidiaries:
1) PWMCO, LLC is a wholly-owned subsidiary of Mac-Per-Wolf
Company and is both a broker dealer registered under Section 15 of
the Act and an investment adviser registered under Section 203 of
the Investment Advisers Act of 1940
2) Perkins, Wolf, McDonnell and Company, LLC is a subsidiary of
Mac-Per-Wolf Company, and is an investment adviser registered
under Section 203 of the Investment Advisers Act of 1940
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
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.
SIGNATURES
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.
Mac-Per-Wolf Company
By /s/ Gregory E. Wolf 9/10/2004
Gregory E. Wolf, Date
Treasurer
JANUS SMALL CAP VALUE FUND
By /s/ Heidi J. Walter 9/10/2004
Heidi J. Walter, Date
Vice President & Assistant General Counsel
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, the persons named below agree to the joint filing on
behalf of each of them of a Statement on Schedule 13G (including
amendments thereto) with respect to the Common Stock of A.O. Smith
Corporation and further agree that this Joint Filing Agreement be
included as an Exhibit to such joint filings. In evidence
thereof, the undersigned hereby execute this Agreement as of the
10th day of September, 2004.
Mac-Per-Wolf Company
By /s/ Gregory E. Wolf
Treasurer
JANUS SMALL CAP VALUE FUND
By /s/ Heidi J. Walter
Heidi J. Walter, Vice President & Assistant General
Counsel