SecProbe.io

Mail Stop 3561
        May 1, 2009  Via Fax & U.S. Mail

 Mr. Jerry W. Nix Chief Financial Officer 2999 Circle 75 Parkway Atlanta, Georgia 30339

Re: Genuine Parts Company
 Form 10-K for the year ended December 31, 2008
Filed February 27, 2009
 File No. 001-05690

Dear Mr. Nix:

We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revi se your document in future filings in
response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure.  Af ter reviewing this
information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.
   Form 10-K for the year ended December 31, 2008

 Item 7A. Quantitative and Qualita tive Disclosures about Market Risk

Mr. Jerry W. Nix
Genuine Parts Company
May 1, 2009 Page 2

1. We note your disclosure that informati on required by this item is set forth under
the heading “Management’s Discussion a nd Analysis of Financial Condition and
Results of Operations” and in Note 3 of Notes to Consolidated Financial
Statements.  However, the disclosures re quired by Item 305 of  Regulation SK, do
not appear to be disclosed in either of  the referenced sections.  Please revise
future filings to include the disclosures required by Item 305 of Regulation SK for
market risks such as foreign currency exch ange rate risk, using one of the three
disclosure alternatives provided.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
2008

– Results of Operations, page 16

2. We note your discussion of the changes in net sales for each operating segment.
Please revise future filings to also di scuss and analyze cost of goods sold and
other operating expenses (rather than just operating margin) for each operating segment. Because margins are impacted by  both net sales and co st of sales, we
believe a separate discussion of cost of sales, by segment, would be more
meaningful in assisting a reader with obtaining a better un derstanding of your
business operations and financial performance.

3. We note your disclosure that during 2008 you reduced the workforce by
approximately 5% in an effort to pr operly adjust your costs to lower sales
volumes, and you have initiatives in place to further reduce your expenses,
including additional reductions associated with personnel costs.  Please revise
future filings to discuss any severance or other charges related to these activities and revise the notes to the financial statem ents to include the disclosures required
by SFAS 146, as applicable.

Consolidated Statements of Income, page 27

4. We note your presentation of “net sales” on the face of the statements of income.
Please tell us, and revise the notes to the financial statements in future filings to
disclose, the nature of any amounts recorded  as reductions to re venue (e.g., return
allowance, rebates, incentiv es, etc.).  If the amounts ar e material, please disclose
the amounts in the notes to the financial statements.
 Consolidated Statements of Cash Flows, page 29

Mr. Jerry W. Nix
Genuine Parts Company
May 1, 2009 Page 3

5. We note that the net cash used in financ ing activities for the year ended December
31, 2008, as presented on the face of the st atements of cash flows, includes an
amount titled “other.”  Please provide us details of, and disclose in future filings,
the nature of any significant components of this amount.
 Notes to the Financial Statements

 Note 5. Stock Options and Rest ricted Stock Awards, page 34

6. We note your disclosure that you have gran ted SARs which repr esent the right to
receive the excess, if any, of the fair ma rket value of one share of common stock
on the date of exercise over the grant price.   In light of the fact that it appears
these are cash settled instruments, we w ould expect that they would be recorded
as liabilities under SFAS No 123R.  Please provide us details of, and disclose in
future filings, how you account for thes e SARs including the amounts of any
liabilities recorded on th e balance sheet at Decemb er 31, 2008 and 2007.  We may
have further comment upon receipt of your response.

********

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

Mr. Jerry W. Nix
Genuine Parts Company May 1, 2009 Page 4

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
  You may contact Claire Er langer at (202) 551-3301 or Jean Yu at (202) 551-3305
if you have questions regarding comments on the financial statements and related
matters.  Please contact me at ( 202) 551-3816 with any other questions.

Sincerely,    Joseph A. Foti Senior Assistant Chief Accountant
     VIA FACSIMILE (770) 956-2207