Company Name: Genuine Parts Co.
Public Availability Date: January 24, 2006

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
APPENDIX 1
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

December 9, 2005

VIA OVERNIGHT DELIVERY

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Re: Genuine Part CompanyOmission of Shareholder Proposal from Proxy Materials Pursuant to Rule 14a-8

Dear Sir or Madam:

Genuine Parts Company (the "Company") has received a shareholder proposal regarding the annual election of directors (the "Shareholder Proposal") from Mr. Nick Rossi for inclusion in the proxy materials for its 2006 annual meeting of shareholders and appointing Mr. John Chevedden as Mr. Rossi's proxy in the matter (the "Proponent"). On behalf of our client, Genuine Parts Company, we hereby request that the Staff of the Division of Corporation Finance (the "Staff") confirm that it will not recommend to the Securities and Exchange Commission (the "Commission") any enforcement action in respect of the Company's omission of the Shareholder Proposal from its proxy materials. The Company believes that the Shareholder Proposal is excludable under Rule 14a-8(i)(10), because the Company has substantially implemented the proposal.

In support of this request and pursuant to Rule 14a-8(j)(2) of the Commission, we are filing six copies of this letter and the Shareholder Proposal, together with copies of all related correspondence between the Company and Mr. Chevedden.

The Shareholder Proposal submitted to the Company reads as follows:

"RESOLVED: Shareholders request that our Directors take the necessary steps, in the most expeditious manner possible, to adopt and implement annual election of each director. This would include that our director elections completely transition from the current staggered system to 100% annual election of each director in one election cycle if practicable. Also to transition solely through direct action of our board if this is practicable."

The Company expects to file its definitive proxy statement for its 2006 annual shareholders meeting with the Commission on or about March 3, 2006. Pursuant to Rule 14a-8(j), this letter is being submitted no later than 80 calendar days before the date on which the Company intends to file its definitive proxy statement.

Basis for Exclusion

The Company believes that the Shareholder Proposal may be excluded from the proxy materials for its 2006 annual meeting of shareholders pursuant to Rule 14a-8(i)(10) because the Company has substantially implemented the proposal.

Rule 14a-8(i)(10) permits exclusion of a shareholder proposal "if the company has already substantially implemented the proposal." The Shareholder Proposal requires that the "Directors take the necessary steps, in the most expeditious manner possible, to adopt and implement annual election of each director."

In order to provide for the annual election of directors, the Company must amend its Articles of Incorporation. The Company is a Georgia corporation, and under Georgia law and the Company's Articles of Incorporation, this action will require the approval of both the Company's Board of Directors and its shareholders.

On November 21, 2005, the Company's Board of Directors approved amending the Company's Articles of Incorporation to eliminate the classified board and to provide for the annual election of directors. The Company's Board of Directors also approved the submission of the proposed amendment (the "Company Proposal") to the Company's shareholders for their consideration at the Company's 2006 annual meeting of shareholders. The 2006 proxy materials will include the Board's recommendation that shareholders approve the Company Proposal.

The Shareholder Proposal acknowledges that the implementation of the annual election of directors may not be within the sole power of the Board "[a]lso to transition solely through direct action of our board if this is practicable." Because the amendment to the Articles of Incorporation must be approved by the Company's shareholders, the Company Proposal implements the Proponent's request that the Directors take the necessary steps, in the most expeditious manner possible, to adopt and implement annual election of each director. As the Company's shareholders will have the opportunity to vote on the Company Proposal at the Company's 2006 annual meeting of shareholders, the Shareholder Proposal is moot and may be excluded from the Company's proxy materials pursuant to Rule 14a-8(i)(10).

We believe this position is consistent with responses by the Staff to similar no-action requests. In Northrop Grumman Corporation (March 22, 2005), the Staff agreed with Northrop's exclusion of a shareholder proposal that the company take the necessary steps to declassify the board of directors, where Northrop's board had already approved submission of the issue to a shareholder vote. Northrop argued that the board had substantially implemented the proposal by taking steps to place its own proposal in the proxy statement for approval of an amendment to its certificate of incorporation to provide for the annual election of directors. The Staff concurred that Northrop could exclude the proposal under Rule 14a-8(i)(10), noting that the shareholders will be provided the opportunity to vote on the company's proposal at the annual meeting. See also The Goodyear Tire & Rubber Company (February 18, 2005) (permitting Goodyear to omit a shareholder proposal to declassify the board based on Goodyear's representation that it must receive shareholder approval in order to provide for the annual election of directors and that shareholders would be provided the opportunity to give that approval at Goodyear's 2005 annual meeting); Raytheon Company (February 11, 2005) (permitting Raytheon to omit a shareholder proposal to declassify the board based on Raytheon's representation that it must receive shareholder approval in order to provide for the annual election of directors and that shareholders would be provided the opportunity to give that approval at Raytheon's 2005 annual meeting); Honeywell International, Inc. (January 31, 2005) (permitting the company to omit a shareholder proposal to declassify the board based on Honeywell's representation that it must receive shareholder approval in order to provide for the annual election of directors and that shareholders would be provided the opportunity to give that approval at Honeywell's 2005 annual meeting); and Electronic Data Systems Corporation (January 24, 2005) (permitting the company to omit a shareholder proposal to declassify the board based on EDS' representation that it would provide shareholders at EDS' 2005 annual meeting with an opportunity to approve an amendment to EDS' certificate of incorporation to provide for the annual election of each director).

Accordingly, the Company believes that it may properly exclude the Shareholder Proposal from the proxy materials for its 2006 annual meeting of shareholders under Rule 14a-8(i)(10) because the Company has substantially implemented the request by approving and recommending the Company Proposal and providing the Company's shareholders with the opportunity to vote on such proposal at the Company's 2006 annual meeting of shareholders. On behalf of the Company, we respectfully request that the Staff confirm that it will not recommend any enforcement action if the Shareholder Proposal is so excluded.

* * *

A copy of this letter is being mailed concurrently to Mr. Chevedden advising him of the Company's intention to omit the Shareholder Proposal from the proxy materials for its 2006 annual meeting of shareholders.

Please acknowledge receipt of this letter by date-stamping and returning the extra enclosed copy of this letter in the enclosed self-addressed envelope.

I would appreciate the Staff calling me before sending any written response that the Staff disagrees with the views expressed in this request. In such event, or should you have any questions regarding this matter, you may reach me at (404) 881-7823.

Sincerely,

/s/

M. Hill Jeffries

MHJ:mcy

Enclosures

cc: John R. Chevedden Carol B. Yancey

[INQUIRY LETTER]

Nick Rossi
P.O. Box 249
Boanville, CA 93415

Mr. Thomas C. Gallagher
Chairman
Genuine Parts Company (GPC)
2999 Circle 75 Parkway
Atlanta, GA 30339
PH: 770-953-1700
FX: 770-956-2211

Dear Mr. Gallagher,

This Rule 14a-8 proposal is respectifully submined for the 2006 annual shareholder meeting to suppon the long-term performance of our company. Rule 14a-8 requirements are intended to be met including ownership of the required stock value until after the date of the applicable shareholder meeting. This submitted format with the shareholder-supplied emphasis, is intended to be used for definitive proxy publication.

This is the proxy for Mr. John Chevedden and/or his designee to act on my behalf in shareholder matters, including this shareholder proponal for the forthooming shareholder meeting before, during and after the forthcoming shareholder meeting. Please direct all future communication to Mr. John Chevadden at:

PH: 310-371-7872
2215 Nelson Ave., No. 205
Redondo Beach, CA 90278

Your conalderation and the conalderation of the Board of Directors is appreciated.

Sincerely,

/s/

cc: Carol Wancey

Corporais Secretary
FX: 770-956-2207

[APPENDIX1]
[September 29, 2005]

3 - Elect Each Director Annually

RESOLVED: Shareholders request that our Directors take the necessary steps, in the most expeditious manner possible, to adopt and implement annual election of each director. This would include that our director elections completely transition from the current staggered system to 100% annual election of each director in one election cycle if practicable. Also to transition solely through direct action of our board if this is practicable.

The Safeway 2004 definitive proxy is one example of converting from a 100% staggered system to a 100% annual election of each director system in one election cycle. Southwest Airlines began transition to annual election of each director solely through direct action by the Southwest Airlines board in 2005.

Nick Rossi, P.O. Box 249, Boonville, Calif. 95415 submitted this proposal.

66% Yes-Vote

Thirty-three (33) shareholder proposals on this topic achieved an impressive 66% average yes vote in 2005 through late September. The Council of Institutional Investors www.cii.org, whose members have $3 trillion invested, recommends adoption of this proposal topic.

Progress Begins with One Step

The reason to take the above RESOLVED step is reinforced by viewing our overall corporate governance vulnerability. For instance in 2005 it was reported (and corresponding concerns are noted):

The Corporate Library, an independent investment research firm in Portland, Maine rated our company:

"D" in Board Composition.

We had no Independent Chairman - independence concern.

Our lead director had an insider link.

Shareholders were only allowed to vote on individual directors once in 3-years - Accountability concern.

A 67% shareholder vote was required to make certain key changes - Entrenchment concern.

Cumulative voting was not permitted.

Additionally:

Our full Board met only 4-times in a full year - Commitment concern.

Our Audit Committee met only 5-times in a full year - Commitment concern.

Our Audit Committee Chairman had 25 years with our company - Independence concern.

Four directors each had 15 years to 33 years with our company - Independence concern.

Six directors were allowed to hold from 4 to 6 director seats each - Over-extension concern.

At least two of our directors had links to the following companies - Independence concern:

Marine Products Corp.
RPC, Inc.
John H. Harland Co.
Oxford Industries
Rollins, Inc.
SunTrust Banks, Inc.

This list of deficiencies reinforces the reason to adopt the initial RESOLVED statement of this proposal.

Our directors should be comfortable with this proposal because our unopposed directors typically need only one vote for election - out of tens of millions of shares.

Best for the Investor

Arthur Levitt, Chairman of the Securities and Exchange Commission, 1993-2001 said:

In my view it's best for the investor if the entire board is elected once a year. Without annual election of each director shareholders have far less control over who represents them.

"Take on the Street" by Arthur Levitt

Elect Each Director Annually Yes on 3

Notes:

The above format is the format submitted and intended for publication.

The company is requested to assign a proposal number (represented by "3" above) based on the chronological order in which proposals are submitted. The requested designation of "3" or higher number allows for ratification of auditors to be item 2.

This proposal is believed to conform with Staff Legal Bulletin No. 14B (CF), September 15, 2004 including:

Accordingly, going forward, we believe that it would not be appropriate for companies to exclude supporting statement language and/or an entire proposal in reliance on rule 14a-8(i)(3) in the following circumstances:

the company objects to factual assertions because they are not supported;

the company objects to factual assertions that, while not materially false or misleading, may be disputed or countered;

the company objects to factual assertions because those assertions may be interpreted by shareholders in a manner that is unfavorable to the company, its directors, or its officers; and/or

the company objects to statements because they represent the opinion of the shareholder proponent or a referenced source, but the statements are not identified specifically as such.

Please note that the title of the proposal is part of the argument in favor of the proposal. In the interest of clarity and to avoid confusion the title of this and each other ballot item is requested to be consistent throughout the proxy materials.

Please advise if there is any typographical question.

Stock will be held until after the annual meeting. Verification of stock ownership will be forwarded.

[INQUIRY LETTER]

December 27, 2005

VIA OVERNIGHT DELIVERY

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Re: Genuine Part CompanyOmission of Shareholder Proposal from Proxy Materials Pursuant to Rule 14a-8

Dear Sir or Madam:

On Tuesday, December 20, 2005, Genuine Parts Company (the "Company") received via email a copy of a letter addressed to you from John Chevedden (the "Proponent") dated December 20, 2005. A copy of the letter is enclosed.

We reaffirm our belief that the Company has substantially complied with the Proponent's proposal. In order to provide for the annual election of directors, the Company must amend its Articles of Incorporation, and this action requires the approval of both the Company's Board of Directors and its shareholders. As stated in our initial letter, the Company's Board of Directors has approved an amendment to the Company's Articles of Incorporation to eliminate the classified board and to provide for the annual election of directors. The Company's Board of Directors also approved the submission of the proposed amendment (the "Company Proposal") to the Company's shareholders for their consideration at the Company's 2006 annual meeting of shareholders and will recommend that shareholders approve the Company Proposal.

Should you have any questions regarding our position, we would welcome the opportunity to discuss the issues at your convenience. You may reach me at (404) 881-7823.

Sincerely,

/s/

M. Hill Jeffries

MHJ:mcy

Enclosure

cc: John R. Chevedden
Carol B. Yancey

[INQUIRY LETTER]

JOHN CHEVEDDEN
2215 Nelson Avenue, No. 205
Redondo Beach, CA 90278
310-371-7872

December 20, 2005

Division of Corporation Finance
Office of the Chief Counsel
450 Fifth Street, N.W.
Washington D.C. 20549

Genuine Parts Company (GPC)

Shareholder Position on Company No-Action Request

Rule 14a-8 Proposal: Elect Each Director Annually

Shareholder: Nick Rossi

Ladies and Gentlemen:

This is an initial response to the Genuine Parts Company no action request.

The text of the proposal states:

"3 Elect Each Director Annually

"RESOLVED: Shareholders request that our Directors take the necessary steps, in the most expeditious manner possible, to adopt and implement annual election of each director. This would include that our director elections completely transition from the current staggered system to 100% annual election of each director in one election cycle if practicable. Also to transition solely through direct action of our board if this is practicable.

"The Safeway 2004 definitive proxy is one example of converting from a 100% staggered system to a 100% annual election of each director system in one election cycle. Southwest Airlines began transition to annual election of each director solely through direct action by the Southwest Airlines board in 2005."

The company response at least seems to be incomplete. It does not include a copy of any resolution of the board to act on the subject of this proposal. Furthermore the no action letter does not address whether any purported board action can result in "converting from a 100% staggered system to a 100% annual election of each director system in one election cycle."

The company cites the case, The Goodyear Tire & Rubber Company (Feb. 18,2005) which resulted in a sham according to The Corporate Library. The following is a "High Risk Alert" from The Corporate Library on Goodyear.

Source: http://www.boardanalyst.com/alerts/alert GT 051305.html

High Risk Alert

Goodyear Tire & Rubber

Goodyear's (GT) response to a 2002 shareholder proposal that received the approval of 72% of the company's shareholders is underwhelming.

The 2002 proposal asked the board to "take the necessary steps to declassify the Board of Directors and establish annual elections of directors." A 2001 proposal, also approved by a majority of Goodyear's shares voted, expressed a similar sentiment. Three years later, in the 2005 proxy, the Goodyear board finally responded:

The Board of Directors has adopted a resolution approving the submission to shareholders of an amendment to Sections 1 and 2 of Article II of the Code of Regulations that would declassify the Board of Directors and provide for the annual election of all directors. The form of this amendment, called the "Annual Election Amendment," is attached as Exhibit C. The Board of Directors makes no recommendation regarding whether to vote for or against the Annual Election Amendment. (Goodyear proxy report, March 24, 2005; italics added)

By submitting a binding proposal to shareholders, the Goodyear board performed the bare minimum asked by the proposal, but by withholding its recommendation, the board hexed the OEmanagement-sponsored' proposal from the start. The following chart shows the difference in votes between the 2002 shareholder proposal and management's 2005 proposal that they failed to endorse:

2002 Shareholder Proposal

2005 Management Proposal

Votes For
84,421,119
53.2%
81,495,897
46.4%

Votes Against
29,023,751
18.3%
9,091,639
5.2%

Votes Abstained
2,227,763
1.4%
5,755,299
3.3%

Broker Non-Votes
31,123,545
19.6%
64,986,877
37.0%
% of 158,760,734 shares outstanding
% of 175,780,313 shares outstanding

Small wonder, then, that the company reported this in its May 4, 2005 10-Q: "The resolution, having failed to receive the affirmative vote of at least a majority of the shares of Common Stock entitled to vote at the Annual Meeting, was not adopted." This binding negative vote also gives the board carte blanche to refuse to include future declassification proposals on the proxy. This 2005 coup d'etat made for outstanding gamesmanship, but terrible governance.

It's hard to draw a conclusive link between management's lack of recommendation and the staggering broker non-vote, but the shareholders who did vote deserve credit for seeing through the ruse: votes against the proposal declined from 29 million votes to just 9 million, or 5.2% of shares outstanding.

We have long assigned Goodyear a low shareholder responsiveness rating; the board also ignored two previous poison pill proposals approved by a majority of the shares voted. We've now lowered the company's responsiveness grade to F, and would lower it to even further if we could. The company's recent Sarbanes-Oxley Section 404 reporting requirements violations also suggest that our Board Effectiveness Rating of D is on target this board poses a high risk to shareholder value.

Jennifer Pepin, Senior Ratings Analyst - 5/13/2005

For the above reasons it is respectfully requested that concurrence not be granted to the company. It is also respectfully requested that there be an opportunity for additional material in support of the inclusion of this shareholder proposal. Also that the shareholder have the last opportunity to submit material since the company had the first opportunity.

Sincerely,

John Chevedden

cc:

Nick Rossi
Carol Wancey<Carol_Yancey@genpt.com>

[INQUIRY LETTER]

JOHN CHEVEDDEN
2215 Nelson Avenue, No. 205
Redondo Beach, CA 90278
310-371-7872

December 20, 2005

Division of Corporation Finance
Office of the Chief Counsel
450 Fifth Street, N.W.
Washington D.C. 20549

Genuine Parts Company (GPC)

Shareholder Position on Company No-Action Request Rule 14a-8 Proposal: Elect

Each Director Annually

Shareholder: Nick Rossi

Ladies and Gentlemen:

This is an initial response to the Genuine Parts Company no action request.

The text of the proposal states:

"3 Elect Each Director Annually

"RESOLVED: Shareholders request that our Directors take the necessary steps, in the most expeditious manner possible, to adopt and implement annual election of each director. This would include that our director elections completely transition from the current staggered system to 100% annual election of each director in one election cycle if practicable. Also to transition solely through direct action of our board if this is practicable.

"The Safeway 2004 definitive proxy is one example of converting from a 100% staggered system to a 100% annual election of each director system in one election cycle. Southwest Airlines began transition to annual election of each director solely through direct action by the Southwest Airlines board in 2005."

The company response at least seems to be incomplete. It does not include a copy of any resolution of the board to act on the subject of this proposal. Furthermore the no action letter does not address whether any purported board action can result in "converting from a 100% staggered system to a 100% annual election of each director system in one election cycle."

The company cites the case, The Goodyear Tire & Rubber Company (Feb. 18, 2005) which resulted in a sham according to The Corporate Library. The following is a "High Risk Alert" from The Corporate Library on Goodyear.

Source: http://www.boardanalyst.com/alerts/alert_GT_051305.html

High Risk Alert

Goodyear Tire & Rubber

Goodyear's (GT) response to a 2002 shareholder proposal that received the approval of 72% of the company's shareholders is underwhelming.

The 2002 proposal asked the board to "take the necessary steps to declassify the Board of Directors and establish annual elections of directors." A 2001 proposal, also approved by a majority of Goodyear's shares voted, expressed a similar sentiment. Three years later, in the 2005 proxy, the Goodyear board finally responded:

The Board of Directors has adopted a resolution approving the submission to shareholders of an amendment to Sections 1 and 2 of Article II of the Code of Regulations that would declassify the Board of Directors and provide for the annual election of all directors. The form of this amendment, called the "Annual Election Amendment," is attached as Exhibit C. The Board of Directors makes no recommendation regarding whether to vote for or against the Annual Election Amendment. (Goodyear proxy report, March 24, 2005; italics added)

By submitting a binding proposal to shareholders, the Goodyear board performed the bare minimum asked by the proposal, but by withholding its recommendation, the board hexed the OEmanagement-sponsored' proposal from the start. The following chart shows the difference in votes between the 2002 shareholder proposal and management's 2005 proposal that they failed to endorse:

2002 Shareholder Proposal

2005 Management Proposal

Votes For
84,421,119
53.2%
81,495,897
46.4%

Votes Against
29,023,751
18.3%
9,091,639
5.2%

Votes Abstained
2,227,763
1.4%
5,755,299
3.3%

Broker Non-Votes
31,123,545
19.6%
64,986,877
37.0%
% of 158,760,734 shares outstanding
% of 175,780,313 shares outstanding

Small wonder, then, that the company reported this in its May 4, 2005 10-Q: "The resolution, having failed to receive the affirmative vote of at least a majority of the shares of Common Stock entitled to vote at the Annual Meeting, was not adopted." This binding negative vote also gives the board carte blanche to refuse to include future declassification proposals on the proxy. This 2005 coup d'|pi|qetat made for outstanding gamesmanship, but terrible governance.

It's hard to draw a conclusive link between management's lack of recommendation and the staggering broker non-vote, but the shareholders who did vote deserve credit for seeing through the ruse: votes against the proposal declined from 29 million votes to just 9 million, or 5.2% of shares outstanding.

We have long assigned Goodyear a low shareholder responsiveness rating; the board also ignored two previous poison pill proposals approved by a majority of the shares voted. We've now lowered the company's responsiveness grade to F, and would lower it to even further if we could. The company's recent Sarbanes-Oxley Section 404 reporting requirements violations also suggest that our Board Effectiveness Rating of D is on target this board poses a high risk to shareholder value.

Jennifer Pepin, Senior Ratings Analyst - 5/13/2005

For the above reasons it is respectfully requested that concurrence not be granted to the company. It is also respectfully requested that there be an opportunity for additional material in support of the inclusion of this shareholder proposal. Also that the shareholder have the last opportunity to submit material since the company had the first opportunity.

Sincerely,

John Chevedden

cc:

[INQUIRY LETTER]

#2 Re Genuine Parts Company (GPC) No-Action Request Nick Rossi

JOHN CHEVEDDEN
2215 Nelson Avenue, No. 205
Redondo Beach, CA 90278
310-371-7872

January 1, 2006

Division of Corporation Finance
Office of the Chief Counsel
450 Fifth Street, N.W.
Washington D.C. 20549

Genuine Parts Company (GPC)

#2 Shareholder Position on Company No-Action Request Rule 14a-8 Proposal:

Elect Each Director Annually

Shareholder: Nick Rossi

Ladies and Gentlemen:

In response to the December 20, 2005 Shareholder Position on Company No-Action Request the company sent a December 27, 2005 reaffirmation letter.

Thus it is respectfully requested that there be a second opportunity to submit information from the shareholder perceptive. Also that the shareholder have the last opportunity to submit material since the company had the first opportunity.

Please advise if the staff is about to make its determination and has not yet received the second opportunity to submit information from the shareholder perceptive and this response will be expedited.

Sincerely,

John Chevedden

cc:

Nick Rossi
Carol_Yancey@genpt.com

[INQUIRY LETTER]

JOHN CHEVEDDEN
2215 Nelson Avenue, No. 205
Redondo Beach, CA 90278
310-371-7872

January 10, 2006

Division of Corporation Finance
Office of the Chief Counsel
450 Fifth Street, N.W.
Washington D.C. 20549

Genuine Parts Company (GPC)

#3 Shareholder Position on Company No-Action Request Rule 14a-8 Proposal:

Elect Each Director Annually

Shareholder: Nick Rossi

Ladies and Gentlemen:

This letter adds to the December 20, 2005 and January 1, 2006 shareholder responses to the company no action request.

Although the company sent a letter to the Staff after the December 20, 2005 shareholder response, the company failed to address these points: "The company response at least seems to be incomplete. It does not include a copy of any resolution of the board to act on the subject of this proposal. Furthermore the no action letter does not address whether any purported board action can result in OEconverting from a 100% staggered system to a 100% annual election of each director system in one election cycle.'"

The company also fails to state the percentage vote required to pass the purported company proposal even after information was provided on the sham Goodyear proposal method on the same topic as this proposal.

The company also does not state the prospects of obtaining the necessary vote for adoption or whether the company is prepared to solicit proxies if ballots are slow in arriving. Thus it is simply impossible to estimate whether the company is serious about adoption of its proposal.

For the above reasons it is respectfully requested that concurrence not be granted to the company. It is also respectfully requested that the shareholder have the last opportunity to submit material since the company had the first opportunity.

Sincerely,

John Chevedden

cc:

Nick Rossi
Carol_Yancey@genpt.com

[STAFF REPLY LETTER]

January 24, 2006

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Genuine Parts Company Incoming letter dated December 9, 2005

The proposal requests that the board take the necessary steps, in the most expeditious manner possible, to adopt and implement the annual election of each director.

There appears to be some basis for your view that Genuine Parts may exclude the proposal under rule 14a-8(i)(10). In this regard, we note your representation that Genuine Parts must receive shareholder approval in order to provide for the annual election of directors and that shareholders will be provided the opportunity to give that approval at Genuine Parts' 2006 annual meeting. Accordingly, we will not recommend enforcement action to the Commission if Genuine Parts omits the proposal from its proxy materials in reliance on rule 14a-8(i)(10).

Sincerely,

/s/

Mark F. Vilardo
Special Counsel