SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

        March 2 7, 2013

Via E-mail
Carol B. Yancey
Chief Financial Officer
Genuine Parts Company
2999 Circle 75 Parkway
Atlanta, Georgia 30339

Re: Genuine Parts Company
 Form 10-K for the year ended December 31, 201 2
Filed  February 26 , 2013
 File No.  001-05690

Dear Ms. Yancey :

We have reviewed your filings and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by prov iding any requested
information .  If you do not believe our comment appl ies to your facts and circumstances, please
tell us why in your response.

After reviewing the information you provide in response to th is comment, we may have
additional comments.

Form 10 -K

Financial St atements, page F -1

Notes to Consolidated Financial Statements, page F -9

1. Summ ary of Significant Accounting Policies, page F -9

Customer Sales Returns, page F -9

1. We note that as a result of misapplication of authoritative US GAAP  accounting  literature
concerning sales returns, you have restated your December 31, 2011 financial statements
to correct an understatement of inventory, other assets , and customer deposits.  Please
explain in further detail your prior accounting for sales returns, including the nature of

Carol B. Yan cey
Genuine Parts Company
March 27 , 2013
Page 2

 the error that existed with respect to the company’s method of accounting, and explain
why this error in your accounting treatment for sales returns resulted in an
understatement of assets and liabilities.  Your response should also explain your revised
interpretation of the authoritative literature concerning sales returns and should explain
how the adjustments made to your prior financial statements resulted in the correction of
this error.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating  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 as sert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

You may contact Heather Clark at 202 -551-3624 if you have questions regarding
comments on the financial statements and related matters.  Please contact me at 202 -551-3813
with any other questions.

Sincerely,

 /s/ Linda Cvrkel

 Linda Cvrkel
Branch Chief