SecProbe.io

April 16, 2014

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, 2013
Filed February 27, 2014
File No. 001 -05690

Dear Ms. Yancey :

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

Please r espond to this letter within 10  business days by confirming that you will revise
your document in future filings (unless otherwise indicated) and  providing any  reque sted
information.   If you do not believe our comments apply to your fa cts and circumstances, please
tell us why in your response.

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

Form 10 -K for the Year Ended December 31, 2013

Signatures, page 35

1. Please refer to comment 2 in our letter to you dated April 26, 2010 and your response to
that letter dated May 6, 2010.   Consistent with your prior response, please revise the
second half of your signature page to include the signature of your principal fi nancial and
accounting officer so that she signs the Form 10 -K on behalf the registrant in her capacity
as the principal financial and accounting officer.   Refer to General Instruction D(2)(a) to
Form 10 -K.

Carol B. Yancey
Genuine Parts Company
April 16, 2014
Page 2

Notes to the Financial Statements

Note 9. Acquisitions , page F -26

2. We note your disclosure that you determined the fair value of the 30% equity interest of
EGC held immediately prior to the acquisition using a market and income approach, with
the assistance of a third -party valuation firm.   Please tell us, and revise your disclosure to
discuss the significant assumptions used in the valuation of the equity interest.  See
guidance in ASC 805 -10-50-2(g)(4).

3. We note that the allocation of the purchase price of your additional 70% interest in EGC
included an allocation to the fair value of inventory and intangible assets, which consisted
of customer relationships, trademarks, and non -competition agreements.  Pl ease explain
to us how you determined or calculated the fair value of both inventory and intangible
assets.  Your response should include the nature of all significant assumptions used in
your valuation.

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 f acts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is respon sible 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 s taff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Carol B. Yancey
Genuine Parts Company
April 16, 2014
Page 3

 You may contact Claire Erlanger  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 Ada Sarmento  at (202) 551 -3789  or Justin Dobbie  at (202) 551 -3469  with any other
questions.   You may also contact me at (202) 551 -3813.

Sincerely,

 /s/ Linda Cvrkel

 Linda Cvrkel
Branch Chief