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GENUINE PARTS COMPANY

May 17, 2006

VIA U.S. MAIL AND FACSIMILE to (202) 772-9202

Jeff Jaramillo

Division of Corporation Finance

United States

Securities and Exchange Commission

100 F Street, NE

Mail Stop 3651

Washington, DC 20549-3651

    Re:

    Genuine Parts Company

Form 10-K for the Fiscal Year Ended December 31, 2005 filed March 3, 2006

File No. 001-05690

Dear Mr. Jaramillo:

          Reference is made to the Staff’s comments set forth in the letter dated May 9, 2006 to Thomas
C. Gallagher (the “Comment Letter”). In this letter, references to “we,” “our” and “us” refer to
Genuine Parts Company (the “Company”). Below please find our response.

Form 10-K for the Fiscal Year Ended December 31, 2005

Exhibit 13

Note 4

    1.

    We note your response to our prior comment 6. In addition to your future proposed
disclosures, please tell us and disclose in your future filing the line item under which the
total amount of approximately $83,880,000 related to your construction and lease facility
advance payments at December 31, 2005 is reflected in your financial statements. Also, please
provide the amortization period and methods used in recognizing your expense.

    The Company accounts for the construction and lease facility (“Facility”) as an operating
lease after careful consideration of applicable authoritative accounting literature, including
but not limited to SFAS No. 13 and EITF 97-10.

    Accordingly, no amounts are recorded in our Consolidated Balance Sheets. The Company records
the lease payments as lease expense under Selling, General and Administrative expenses.

    In addition to the disclosures proposed in our earlier response, we will also include the
following in future filings.

    This Facility has been accounted for as an operating lease under SFAS No. 13. Rent expense
related to the Facility is recorded under Selling, General and Administrative Expenses in our
Consolidated Statements of Income and was $3.3 million, $1.7 million and $1.2 million for the
years ended December 31, 2005, 2004 and 2003, respectively.

We appreciate the Staff’s comments and understand that the purpose of your review process is to
assist us in our compliance with the applicable disclosure requirements and to enhance the overall
disclosures in our filing. We acknowledge that we are responsible for the adequacy and accuracy of
the disclosures in our filings. In addition, we also acknowledge that the Staff’s comments or
changes to disclosures in response to Staff comments do not foreclose the Commission from taking
any action with respect to the filing. Moreover, we acknowledge that we 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.

          Please do not hesitate to get in touch with me at (770) 612-2048 should you have any questions
or require additional information.

    Sincerely,

    /s/ Jerry W. Nix

    Jerry W. Nix

    Vice Chairman and

    Chief Financial Officer

JN/jk

    cc:

    Tom Gallagher — Chairman, President and Chief Executive Officer

Carol Yancey — Senior Vice President — Finance and Corporate Secretary

Gerry Wilson — Ernst & Young LLP

Hill Jeffries — Alston & Bird LLP

April 20, 2006

VIA U.S. MAIL AND FACSIMILE to (202) 772-9202

Jeff Jaramillo

Division of Corporation Finance

United States

Securities and Exchange Commission

100 F Street, NE

Mail Stop 3651

Washington, DC 20549-3651

    Re:

    Genuine Parts Company

    Form 10-K for the Fiscal Year Ended December 31, 2005 filed March 3, 2006

    File No. 001-05690

Dear Mr. Jaramillo:

          Reference is made to the Staff’s comments set forth in the letter dated April 10, 2006 to
Thomas C. Gallagher (the “Comment Letter”). In this letter, references to “we,” “our” and “us”
refer to Genuine Parts Company (the “Company”). Below please find our response.

Form 10-K for the Fiscal Year Ended December 31, 2005

Management’s Discussion and Analysis, Results of Operations, page 16

    1.

    Where changes in results are attributed to more than one factor, please revise to quantify
the impact of each material factor. For example, you state cost of goods sold was impacted by
higher vendor prices and lower levels of vendor discounts and volume incentives. Please also
consider the use of tables to list and quantify factors, with subsequent narrative analysis of
the underlying reasons for the changes.

    Regarding your specific example, only one factor materially impacted the fluctuation in cost
of goods sold as a percentage of sales, which was the Company’s initiative to promote and sell
higher margin products. We have carefully considered your comment, and if in the future the
change in an area is attributable to more than one factor, we will include additional
information and provide the impact of each item individually, rather than in the aggregate to
the extent such relevant impact is measurable with certainty. We will also consider using
tables to better explain fluctuations when appropriate and measurable.

Exhibit 13

Report of Independent Registered Public Accounting Firm on the Financial Statements, page
22

    2.

    Please revise your audit opinion from your independent registered public accounting firm in
future filings to include Schedule II as part of the audit scope, as required by Article
5-04(c) of Regulation S-X.

    We agree that Schedule II: Valuation and Qualifying Accounts was not included in our 2005
Annual Report to Shareholders. Since Schedule II was only included in the Form 10-K, which
incorporated by reference select portions of the Annual Report to Shareholders, our
independent registered public accounting firm provided its report on Schedule II in its
consent filed as Exhibit 23: Consent of Independent Registered Public Accounting Firm. Our
independent registered public accounting firm believes that their opinion is appropriate;
however, please let us know if you believe otherwise.

Consolidated Statement of Income, page 24

    3.

    Please separate your selling, administrative and other expense line item into operating and
non-operating expenses. Your operating expenses should be broke out by, but not limited to
selling, general & administrative expenses; provision for doubtful accounts; depreciation and
amortization of intangibles assets; other operating costs or expense (note: finance charges
of retail operations should be disclosed separately per SAB 8B); non-operating income; and
non-operating expense. Footnote disclosure does not satisfy your requirements to disclose the
aforementioned items on the face of your consolidated statement of income. Also your
non-operating expenses/income should separately disclose dividend income; interest income;
interest on securities; net gain (loss) on securities; other income; and interest and debt
discount amortization expense. Additionally, please separately disclose the amounts of
minority interest in income of consolidated subsidiaries and equity in earnings of
unconsolidated subsidiaries. See Article 5-03(b) of Regulation S-X for guidance. Please
revise in future filings accordingly.

    We have carefully considered your comment regarding the Consolidated Statements of Income.
Presently, the Company has no dividend income, interest on securities, net gain (loss) on
securities, or debt discount amortization expenses. Our minority interest in income of
consolidated subsidiaries, equity in earnings of unconsolidated subsidiaries, and interest
income are not material individually and in the aggregate. None of the aforementioned items,
individually or in the aggregate, exceed 2% of consolidated net income for the three years
presented. Given that these items are not material, we have aggregated them in ‘Other’ under
non-operating expenses/(income). If, in the future, any of these items become material, we
will expand our 10-K filings to separately disclose them on the face of the consolidated
statements of income. However, given the materiality of our depreciation and amortization,
provision for doubtful accounts and interest expense, we agree with your suggestion and will
revise future 10-K filings to disclose such items separately.

2

    The following is an example of the Consolidated Statements of Income, as it will appear in
future 10-K filings based on amounts previously reported in the Consolidated Statements of
Income for each of the previous three years in the period ended December 31, 2005:

Consolidated Statements of Income

    Year ended December 31,

    2005

    2004

    2003

    (in thousands)

    Sales

    $
    9,783,050

    $
    9,097,267

    $
    8,449,300

    Cost of goods sold

    6,718,964

    6,267,544

    5,826,684

    Gross margin

    3,064,086

    2,829,723

    2,622,616

    Operating expenses:

    Selling, general, and administrative expenses

    2,244,308

    2,073,804

    1,906,622

    Depreciation and amortization

    65,529

    62,207

    69,013

    Provision for doubtful accounts

    16,356

    20,697

    23,800

    2,326,193

    2,156,708

    1,999,435

    Non-operating expenses/(income):

    Interest expense

    34,024

    38,628

    51,815

    Other

    (5,195
    )

    (1,532
    )

    (377
    )

    28,829

    37,096

    51,438

    Income before income taxes and cumulative
effect of a change in accounting principle

    709,064

    635,919

    571,743

    Income taxes

    271,630

    240,367

    218,101

    Income before cumulative effect of a change
in accounting principle

    437,434

    395,552

    353,642

    Cumulative effect of a change in accounting
principle

    —

    —

    (19,541
    )

    Net income

    $
    437,434

    $
    395,552

    $
    334,101

Note 1. Summary of Significant Accounting Policies

    4.

    We note from your disclosures in note 8, note 9 and Item 1 of your 10-K that you have
minority equity ownership interests in several entities, which are not included in your
Exhibit 21. In this regard, please provide us with and include in your future filings the
disclosures required by paragraph 20 of APB No. 18.

    As discussed in notes 8 and 9 in the disclosures, the Company has minority equity investments
in several subsidiaries. Listed below is a detail of these investments at December 31, 2005:

3

    Jurisdiction of

    Investment at

Name

    % Owned

    Incorporation

    December 31, 2005

    AutoPartsPros, LLC

    20
    %

    California

    $
    773,601

    Riebes Auto Parts, LLC

    20
    %

    California

    1,591,312

    The Flowers Company

    49
    %

    North Carolina

    2,006,563

    Altrom Canada Corp.

    25
    %

    British Columbia, Canada

    3,701,499

    Total

    $
    8,072,975

    Total Assets of the Company at December 31, 2005

    $
    4,771,538,000

    Percent of Total Assets

    0.2
    %

As these equity investments are not material, the Company believes the current disclosures
are adequate.

Based on your comment, we have reviewed our Exhibit 21 and noted that the unnamed subsidiaries,
considered in the aggregate as a single subsidiary, would not constitute a “Significant Subsidiary”
as defined in Rule 1-02(w) of Regulation S-X.

Other Long-Term Liabilities, page 28

    5.

    We note from your disclosure that one of the components of your other long-term liabilities
is insurance liabilities. Based on your disclosure, we note that you are self-insured for the
majority of group health insurance cost and carry various large risk deductible policies for
the majority of workers’ compensation liabilities. Also you calculate these insurance
liabilities based on historical claims information. In this regard, please provide us with
and revise future filings to include a discussion of how incurred but not reported claims are
included in your determination of such reserves. Additionally, please revise your future
filings to disclose separately the balances related to benefit liabilities, obligations under
capital leases, and insurance liabilities.

    We appreciate your comments, and we will expand our future 10-K disclosure to include a
discussion of how incurred but not reported claims are included in our determination of
insurance reserves, as well as to separately disclose the balances included in other long-term
liabilities. We will expand our disclosure within Note 1 ‘Summary of Significant Accounting
Policies’ as in the example below. As our group health liabilities are short-term in nature,
these obligations are included in accrued expenses. Accordingly, within Note 1 ‘Summary of
Significant Accounting Policies,’ we will provide this disclosure under ‘Self-Insurance’
separately from our discussion of ‘Other Long-Term Liabilities’.

4

    We have italicized examples of disclosures to be included in future 10-K filings, to help you
separately identify this information from our general comments to your letter.

    Other Long-Term Liabilities

    Other long-term liabilities is comprised of the following:

    December 31

    2005

    2004

    (in thousands)

    Benefit liabilities

    $
    54,198

    $
    51,804

    Obligations under capital leases

    21,878

    23,688

    Insurance liabilities

    36,145

    27,651

    Other

    2,402

    6,935

    Total other long-term liabilities

    $
    114,623

    $
    110,078

The Company’s benefit liabilities consist primarily of actuarially determined obligations
related to certain retiree benefits as discussed further in Note 7. See Note 4 for further
discussion of the Company’s obligations under capital leases.

Insurance liabilities consist primarily of reserves for the workers’ compensation program.
The Company carries various large risk deductible workers’ compensation policies for the
majority of workers’ compensation liabilities. The Company records the workers’ compensation
reserves based on an analysis performed by an independent actuary. The analysis calculates
development factors, which are applied to total reserves as provided by the various insurance
companies who underwrite the program. While the Company believes that the assumptions used to
calculate these liabilities are appropriate, significant differences in actual experience or
significant changes in these assumptions may materially affect workers’ compensation costs.

Self-Insurance

The Company is self-insured for the majority of group health insurance costs. A reserve for
claims incurred but not reported is developed by analyzing historical claims data provided by
the Company’s claims administrators. While the Company believes that the assumptions used to
calculate these liabilities are appropriate, significant differences from historical trends
may materially impact financial results. These reserves are included in accrued expenses in
the accompanying consolidated balance sheets as the expenses are expected to be paid within
one year.

5

Note 4. Leased Properties, page 31

    6.

    We note from your disclosure that you have an $85,000,000 construction and lease facility,
under which properties acquired by the lessor are constructed and then leased to you under
operating lease agreements. It appears that at December 31,
2005 the total amount advanced and outstanding under this facility was approximately
$83,000,000. We also note that the resulting leases are accounted by you as operating leases
and no debt obligation is recorded in your balance sheet related to these leases.
Supplementally explain to us, with a view toward expanded disclosure, the nature of your
involvement associated with the construction of the properties acquired and built by the
lessor, which are then leased to you and your basis supported by the authoritative accounting
literature for your accounting treatment. Your response should include, but should not be
limited to, your consid