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Correspondence

May 15, 2009

VIA EDGAR, U.S. MAIL AND FACSIMILE to (703) 813-6967

Joseph A. Foti

Division of Corporation Finance

United States

Securities and Exchange Commission

100 F Street, NE

Mail Stop 3561

Washington, DC 20549-3561

    Re:

    Genuine Parts Company

Form 10-K for the Fiscal Year Ended December 31, 2008 filed February 27, 2009

File No. 001-05690

Dear Mr. Foti:

Reference is made to the Staff’s comments set forth in your letter dated May 1, 2009 to Jerry W.
Nix of Genuine Parts Company (the “Comment Letter”). In this letter, references to “we,” “our,”
“us” and the “Company” refer to Genuine Parts Company. Below please find our responses, which in
each case follow the respective comments of the Staff as set forth in the Comment Letter.

Form 10-K for the Fiscal Year Ended December 31, 2008

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

    1.

    We note your disclosure that information required by this item is set forth under the heading
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in
Note 3 of Notes to Consolidated Financial Statements. However, the disclosures required 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 exchange rate risk, using one of the three
disclosure alternatives provided.

Response

The Company acknowledges that Item 305 of Regulation S-K requires both qualitative and
quantitative disclosures outside the financial statements about a registrant’s exposures to
market risks, to the extent those exposures are material. The Company advises the staff that
the Company’s exposures to interest rate and commodity price risk are not material. However,
the Company is exposed to changes in foreign currency rates with respect to foreign currency
denominated operating revenues and expenses and has translation gains or losses that result
from translation of the results of operations of an operating unit’s foreign functional
currency into U.S. Dollars for consolidated financial statement purposes. The Company’s
principal foreign currency exchange exposure relates to the Canadian Dollar, and to a lesser extent, the
Mexican Peso, which are the functional currencies of our Canadian and Mexican operations,
respectively. The Company will include a discussion of these issues in future filings.

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 discuss 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 cost 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
understanding of your business operations and financial performance.

Response

The Company has carefully considered the staff’s comment, along with the SEC interpretive
guidance included in FR-72, Commission Guidance Regarding Management’s Discussion and
Analysis of Financial Condition and Results of Operations. The Company believes the
financial information and analysis provided in the Results of Operations portion of
Management’s Discussion and Analysis of Financial Condition and Results of Operations
included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008
provides appropriate information for the reader to understand how management views and
manages the Company’s segments.

The preparation of our consolidated financial statements requires closing adjustments to
other operating expenses and cost of goods sold for the elimination of significant
intercompany accounts and transactions and inventory valuation adjustments (i.e. LIFO,
overhead allocations, freight, rebates, etc). While a measure of cost of goods sold and
gross margin (based primarily on direct product costs) is calculated at a location level
(i.e. distribution center, store, warehouse or

branch), the Company does not calculate or report cost of goods sold or gross margin at a
segment level. Since operating margin represents the measure by which the segments are
managed, the Company believes the discussion and analysis of operating margin by segment
(rather than disclosure of cost of goods sold and gross margin) enables users to see the
Company through the eyes of management. This financial statement presentation is consistent
with all analyst discussions, public filings, presentations, and other prepared materials
describing our segment results of operations. Therefore, the Company believes the discussion
of its results of operations is appropriate and consistent with how we manage our operations
by segment.

    3.

    We note your disclosure that during 2008 you reduced the workforce by approximately 5% in an
effort to properly 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 statements to include the disclosures
required by SFAS 146, as applicable.

Response

The Company has carefully considered the staff’s comment, along with the requirements of FASB
Statement No. 146: Accounting for Costs Associated with Exit or Disposal Activities. In
2008, workforce reductions were due to eliminating job positions, plant closings, and not
actively filling job positions vacated due to normal workforce attrition. Severance or other
termination benefits associated with workforce reductions were limited and were insignificant
to the Company’s consolidated financial statements (i.e. less than $5 million). There was
no liability at year-end for such benefits as the amounts were expensed and paid prior to
December 31, 2008. Additional disclosures will be made in future filings to the extent such
costs are material.

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 revenue (e.g., return allowance, rebates,
incentives, etc.). If the amounts are material, please disclose the amounts in the notes to
the financial statements.

Response

The Company advises the staff that the amount of sales incentives and discounts allowed to
customers is not material to the consolidated financial statements. With respect to the
nature of such amounts recorded as reductions of revenue, the Company intends to include the
following additional disclosure in its financial statement Note 1: Summary of Significant
Accounting Policies in the Company’s Annual Report on Form 10-K for the year ending December
31, 2009:

The Company recognizes revenues from product sales upon shipment to its customers. Amounts
billed to a customer for shipping and handling fees are included in net sales in the
accompanying consolidated statements of income. Cash discounts allowed for prompt payment,
volume rebates and other incentives provided to customers are recognized as reductions of net
sales in the accompanying consolidated statements of income.

Consolidated Statements of Cash Flows, page 29

    5.

    We note that the net cash used in financing activities for the year ended December 31, 2008,
as presented on the face of the statements 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.

Response

The Company advises the staff that the amount recorded as “other” in the financing section of
the consolidated statement of cash flows for the year ended December 31, 2008 represents a
bank overdraft. Bank overdrafts represent checks written by the Company that were honored by
the Company’s financial institution without sufficient funds in the Company’s bank account to
cover the checks. The treatment of such amounts as a financing activity is consistent with
the guidance set forth in AICPA Technical Practice Aid (TIS Section 1300.15) Presentation of
Cash Overdraft on Statement of Cash Flows.

The Company has renamed the line item in the consolidated statements of cash flows from
“Other” to “Changes in cash overdraft position.” This change has been reflected in the
Company’s Form 10-Q for the quarterly period ended March 31, 2009 and will also be reflected
as such in future filings.

Notes to the Financial Statements

Note 5, Stock Options and Restricted Stock Awards, page 34

    6.

    We note your disclosure that you have granted SARs which represent the right to receive the
excess, if any, of the fair market 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 would 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 these SARs including the amounts of any liabilities recorded on the
balance sheet at December 31, 2008 and 2007. We may have further comment upon receipt of
your response.

Response

The Company advises the staff that the terms of the Company’s stock appreciation rights
(“SARs”) require net settlement in equity shares. Therefore, in accordance with paragraph 22
of FASB Statement No. 123(R): Share-Based Payment, such awards are accounted for as equity
instruments, rather than liabilities. The Company has included the following disclosure in
the Company’s Form 10-Q for the quarterly period ended March 31, 2009 and intends to include
such disclosure in the Company’s Annual Report on Form 10-K for the year ending December 31,
2009:

Each SAR represents the right to receive upon exercise an amount, payable in shares of our
common stock, equal to the excess, if any, of the fair market value of our common stock on
the date of exercise over the initial value of the grant. The terms of such SARs require net
settlement in shares of common stock and do not provide for cash settlement.

We appreciate the Staff’s comments and understand that the purpose of the Staff’s 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 disclosure in the filing. In addition, we acknowledge that the Staff’s comments or
changes to our 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 call me at (770) 612-2048 should you have any questions or require
additional information.

    Sincerely,

Jerry W. Nix

Vice Chairman and

Chief Financial Officer

JN/jk