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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-K

(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED: DECEMBER 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
COMMISSION FILE NO. 1-5690

GENUINE PARTS COMPANY
(Exact name of Registrant as specified in its Charter)

GEORGIA 58-0254510
(State of Incorporation) (IRS Employer Identification No.)

2999 CIRCLE 75 PARKWAY, ATLANTA, GEORGIA 30339
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (770) 953-1700.

Securities registered pursuant to Section 12(b) of the Act and the Exchange
on which such securities are registered:

Common Stock, Par Value, $1 Per Share
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The aggregate market value of the Registrant's Common Stock (based upon the
closing sales price reported by the New York Stock Exchange and published in The
Wall Street Journal for February 9, 1996) held by non-affiliates as of February
9, 1996 was approximately $5,000,416,444.

The number of shares outstanding of Registrant's Common Stock, as of
February 9, 1996: 121,869,968.

Documents Incorporated by Reference:
--Portions of the Annual Report to Shareholders for the fiscal year ended
December 31, 1995, are incorporated by reference into Parts I and II.
--Portions of the definitive proxy statement for the Annual Meeting of
Shareholders to be held on April 15, 1996 are incorporated by reference
into Part III.

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2

PART I. ITEM I. BUSINESS.

Genuine Parts Company, a Georgia corporation incorporated on May 7,
1928, is a service organization engaged in the distribution of automotive
replacement parts, industrial replacement parts and office products. In 1995,
business was conducted throughout most of the United States and in western
Canada from more than 1250 operations. As used in this report, the "Company"
refers to Genuine Parts Company and its subsidiaries, except as otherwise
indicated by the context; and the terms "automotive parts" and "industrial
parts" refer to replacement parts in each respective category.

Industry Segment Data. The following table sets forth the net sales, operating
profit and identifiable assets for the fiscal years 1995, 1994 and 1993
attributable to each of the Company's groups of products which the Company
believes indicate segments of its business. Sales to unaffiliated customers
are the same as net sales.

1995 1994 1993
---- ---- ----
NET SALES (in thousands)
---------

Automotive Parts $ 2,804,086 $ 2,693,961 $ 2,485,267
Industrial Parts 1,509,566 1,317,495 1,153,371
Office Products 948,252 846,959 745,656
----------- ----------- -----------
TOTAL NET SALES $ 5,261,904 $ 4,858,415 $ 4,384,294
=========== =========== ===========

OPERATING PROFIT
----------------

Automotive Parts $ 307,726 $ 304,164 $ 282,791
Industrial Parts 132,952 111,822 96,727
Office Products 93,888 78,206 65,938
----------- ----------- -----------
TOTAL OPERATING PROFIT 534,566 494,192 445,456
Interest Expense (3,419) (1,321) (1,584)
Corporate Expense (25,939) (22,854) (20,405)
Equity in Income 8,298 7,224 4,452
Minority Interests (2,712) (2,373) (2,090)
----------- ----------- -----------
INCOME BEFORE
INCOME TAXES $ 510,794 $ 474,868 $ 425,829
=========== =========== ===========

IDENTIFIABLE ASSETS
-------------------

Automotive Parts $ 1,320,910 $ 1,223,416 $ 1,152,148
Industrial Parts 482,067 404,647 370,633
Office Products 360,456 308,817 283,479
----------- ----------- -----------
TOTAL IDENTIFIABLE ASSETS 2,163,433 1,936,880 1,806,260
Corporate Assets 18,631 5,950 6,731
Equity Investments 92,068 86,641 57,765
----------- ----------- -----------
TOTAL ASSETS $ 2,274,132 $ 2,029,471 $ 1,870,756
=========== =========== ===========

For additional information regarding industry data, see Page 27 of
Annual Report to Shareholders for 1995.

The majority of the Company's revenue, profitability and identifiable
assets are attributable to the Company's operations in the United States.
Revenue, profitability and identifiable assets in Canada and Mexico are not
material. For additional information regarding foreign operations, see "Note 1
of Notes to Consolidated Financial Statements" on Page 23 of Annual Report to
Shareholders for 1995.

Competition - General. The distribution business, which includes all segments
of the Company's business, is highly competitive with the principal methods of
competition being product quality, sufficiency of inventory, price and the
ability to give the customer prompt and dependable service. The Company
anticipates no decline in competition in any of its business segments in the

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foreseeable future.

Employees. As of December 31, 1995, the Company employed approximately 22,500
persons.

AUTOMOTIVE PARTS GROUP.

The Automotive Parts Group, the largest division of the Company,
distributes automotive replacement parts and accessory items. The Company is
the largest member of the National Automotive Parts Association ("NAPA"), a
voluntary trade association formed in 1925 to provide nationwide distribution
of automotive parts. In addition to approximately 165,000 part numbers that
are available, the Company, in conjunction with NAPA, offers complete
inventory, accounting, cataloging, marketing, training and other programs in
the automotive aftermarket.
During 1995, the Company's Automotive Parts Group included NAPA
automotive parts distribution centers and automotive parts stores ("auto parts
stores" or "NAPA Auto Parts stores") owned in the United States by Genuine
Parts Company; automotive parts distribution centers and auto parts stores in
western Canada owned and operated by UAP/NAPA Automotive Western Partnership
("UAP/NAPA"), a general partnership in which a wholly owned subsidiary of
Genuine Parts Company owns a 49% interest; auto parts stores in the United
States operated by corporations in which Genuine Parts Company owned a 51%
interest; distribution centers owned by Balkamp, Inc., a majority-owned
subsidiary; rebuilding plants owned by the Company and operated by its Rayloc
division; and automotive parts distribution centers and auto parts stores in
Mexico, owned and operated by Grupo Auto Todo, S.A. de C.V. ("Auto Todo"), a
joint venture company in which a wholly owned subsidiary of Genuine Parts
Company owns a 49% interest.
The Company's NAPA automotive parts distribution centers distribute
replacement parts (other than body parts) for substantially all motor vehicle
makes and models in service in the United States, including imported vehicles,
trucks, buses, motorcycles, recreational vehicles and farm vehicles. In
addition, the Company distributes small engines and replacement parts for farm
equipment and heavy duty equipment. The Company's inventories also include
accessory items for such vehicles and equipment, and supply items used by a
wide variety of customers in the automotive aftermarket, such as repair shops,
service stations, fleet operators, automobile and truck dealers, leasing
companies, bus and truck lines, mass merchandisers, farms, industrial concerns
and individuals who perform their own maintenance and parts installation.
Although the Company's domestic automotive operations purchase from more than
150 different suppliers, approximately 76% of 1995 automotive inventories were
purchased from 20 major suppliers. Since 1931, the Company has had return
privileges with most of its suppliers which has protected the Company from
inventory obsolescence.

Distribution System. In 1995, Genuine Parts Company operated 64 domestic NAPA
automotive parts distribution centers located in 38 states and 740 domestic
company-owned NAPA Auto Parts stores located in 43 states. In August 1995, the
Company's operations at the NAPA Normal, Illinois, Distribution Center were
consolidated into the NAPA Chicago Distribution Center in Naperville, Illinois.
The Normal facility was closed. In addition, at December 31, 1995, Genuine
Parts Company owned a 51% interest in 61 corporations which operated 83 auto
parts stores in 29 states.
In Canada, Genuine Parts Company Ltd., a wholly-owned subsidiary, owns
a 49% interest in UAP/NAPA which operated 9 automotive parts distribution
centers and 115 auto parts stores located in the provinces of Alberta, British
Columbia, Manitoba and Saskatchewan and in the Yukon Territories. In addition,
the Company has an approximate 23% interest in UAP Inc., a publicly traded
Canadian corporation, which owns the other 51% interest in UAP/NAPA and further
engages in the distribution of automotive parts primarily in eastern Canada.
In Mexico, Auto Todo owns and operates 12 distribution centers and 27 auto
parts stores. Auto Todo is not licensed to and does not use the NAPA(R) name
in Mexico. The Company's investments in UAP/NAPA and Auto Todo are accounted
for by the equity method of accounting.
The Company's distribution centers serve approximately 5,000
independently

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owned NAPA Auto Parts stores located throughout the market areas served. NAPA
Auto Parts stores, in turn, sell to a wide variety of customers in the
automotive aftermarket. Collectively, these auto parts stores account for
approximately 39% of the Company's total sales with no auto parts store or
group of auto parts stores with individual or common ownership accounting for
more than .4% of the total sales of the Company.

Products. Distribution centers carry approximately 165,000 different parts and
related supply items. Each item is cataloged and numbered for identification
and accessibility. Significant inventories are carried to provide for fast and
frequent deliveries to customers. Most orders are filled and shipped the same
day as received. The majority of sales are on terms which require payment
within 30 days of the statement date. The Company does not manufacture any of
the products it distributes. The majority of products are distributed under
the NAPA(R) name, a mark licensed to the Company by the National Automotive
Parts Association.

Related Operations. A majority-owned subsidiary of Genuine Parts Company,
Balkamp, Inc.("Balkamp"), distributes a wide variety of replacement parts and
accessory items for passenger cars, heavy duty vehicles, motorcycles and farm
equipment. In addition, Balkamp distributes service items such as testing
equipment, lubricating equipment, gauges, cleaning supplies, chemicals and
supply items used by repair shops, fleets, farms and institutions. Balkamp
packages many of the approximately 20,000 part numbers which constitute the
"Balkamp" line of products which are distributed to the members of the National
Automotive Parts Association ("NAPA"). These products are categorized in 150
different product groups purchased from more than 600 suppliers. All Balkamp
items are cataloged separately to provide single source convenience for NAPA
customers. BALKAMP(R), a federally registered trademark owned by NAPA and
licensed to Balkamp, is important to the sales and marketing promotions of the
Balkamp organization. Balkamp has three distribution centers located in
Indianapolis, Indiana, Greenwood, Mississippi, and West Jordan, Utah.
The Company, through its Rayloc division, also operates six plants
where certain small automotive parts are rebuilt. These products are
distributed to the members of NAPA under the name Rayloc(R). Rayloc(R) is a
mark licensed to the Company by the NAPA.

Segment Data. In the year ended December 31, 1995, sales from the Automotive
Parts Group approximated 53% of the Company's net sales as compared to 56% in
1994 and 57% in 1993.

Service to NAPA Auto Parts Stores. The Company believes that the quality and
the range of services provided to its auto parts customers constitute a
significant part of its automotive parts distribution system. Such services
include fast and frequent delivery, obsolescence protection, parts cataloging
(including the use of computerized NAPA Auto Parts catalogues) and stock
adjustment through a continuing parts classification system which allows auto
parts customers to return certain merchandise on a scheduled basis. The
Company offers its NAPA Auto Parts store customers various management aids,
marketing aids and service on topics such as inventory control, cost analysis,
accounting procedures, group insurance and retirement benefit plans, marketing
conferences and seminars, sales and advertising manuals and training programs.
Point of sale/inventory management is available through TAMS(R) (Total
Automotive Management Systems), a computer system designed and developed by the
Company for the NAPA Auto Parts store.
In association with NAPA, the Company has developed and refined an
inventory classification system to determine optimum distribution center and
auto parts store inventory levels for automotive parts stocking based on
automotive registrations, usage rates, production figures, technological
advances and other similar factors. This system, which undergoes continuous
analytical review, is an integral part of the Company's inventory control
procedures and comprises an important feature of the inventory management
services which the Company makes available to its NAPA Auto Parts store
customers. Over the last 10 years, losses

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to the Company from obsolescence have been insignificant, and the Company
attributes this to the successful operation of its classification system which
involves product return privileges with most of its suppliers.

Competition. In the distribution of automotive parts, the Company competes
with automobile manufacturers (some of which sell replacement parts for
vehicles built by other manufacturers as well as those which they build
themselves), automobile dealers, warehouse clubs and large automotive parts
retail chains. In addition, the Company competes with the distributing outlets
of parts manufacturers, oil companies, mass merchandisers, including national
retail chains, and with other parts distributors and jobbers.

NAPA. The Company is a member of the National Automotive Parts Association, a
voluntary association formed in 1925 to provide nationwide distribution of
automotive replacement parts. NAPA, which neither buys nor sells automotive
parts, functions as a trade association whose members currently operate 72
distribution centers located throughout the United States, 63 of which are
owned and operated by the Company. NAPA develops marketing concepts and
programs which may be used by its members. It is not involved in the chain of
distribution.
Among the automotive lines which each NAPA member purchases and
distributes are certain lines designated, cataloged, advertised and promoted as
"NAPA" lines. The members are not required to purchase any specific quantity
of parts so designated and may, and do, purchase competitive lines from other
supply sources.
The Company and the other NAPA members use the federally registered
trademark NAPA(R) as part of the trade name of their distribution centers and
jobbing stores. The Company contributes to NAPA's national advertising which
is designed to increase public recognition of the "NAPA" name and to promote
"NAPA" product lines.
The Company is a party, together with other members of NAPA and NAPA
itself, to a consent decree entered by the Federal District Court in Detroit,
Michigan, on May 4, 1954. The consent decree enjoins certain practices under
the federal antitrust laws, including the use of exclusive agreements with
manufacturers of automotive parts, allocation or division of territories among
several NAPA members, fixing of prices or terms of sale for such parts among
such members, and agreements to adhere to any uniform policy in selecting parts
customers or determining the number and location of, or arrangements with, auto
parts customers.

INDUSTRIAL PARTS GROUP

The Industrial Parts Group distributes industrial replacement parts
and related supplies. This Group distributes industrial bearings and fluid
transmission equipment, including hydraulic and pneumatic products, material
handling components, agricultural and irrigation equipment and their related
supplies.
In 1995, the Company distributed industrial parts in the United States
through Motion Industries, Inc. ("Motion"), headquartered in Birmingham,
Alabama, and Berry Bearing Company ("Berry Bearing"), headquartered in Chicago,
Illinois. Motion and Berry Bearing are wholly owned subsidiaries of the
Genuine Parts Company. In Canada, industrial parts are distributed by Oliver
Industrial Supply Ltd., a wholly owned subsidiary of Genuine Parts Holdings
Ltd., headquartered in Lethbridge, Alberta. Genuine Parts Holdings Ltd. is a
wholly owned subsidiary of the Company.
On June 9, 1995, September 30, 1995, and October 31, 1995 the Company
completed the acquisitions of Midcap Bearing Corporation, Power Drives &
Bearings, Inc., and Atlantic/Tracy, Inc., respectively. Midcap Bearing
Corporation is a distributor of bearings and mechanical, electrical and fluid
power components headquartered in San Antonio, Texas, and the operator of 17
branches in Texas and New Mexico. Power Drives & Bearings, Inc. is
headquartered in Omaha, Nebraska, and operates 6 branches. Atlantic/Tracy,
Inc. is headquartered in Somerville, Massachusetts, and operates 11 branches.
All three companies distribute products similar to those distributed by the
Company's Industrial Parts Group and all three companies have been merged into
the

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Company's Motion Industries, Inc. subsidiary.
As of December 31, 1995, the Group served more than 150,000 customers
in all types of industries located throughout the United States, and in Canada,
principally in the Provinces of Alberta, Manitoba and Saskatchewan.

Distribution System. In the United States, the Industrial Parts Group operates
5 distribution centers, two re-distribution centers, 10 service centers for
fluid power and special hose applications and over 370 branches. Distribution
centers stock and distribute more than 200,000 different items purchased from
over 250 different suppliers. The Group's re-distribution centers serve as
collection points for excess inventory collected from its branches for re-
distribution to those branches which need the inventory. Approximately 50% of
1995 total industrial purchases were made from 15 major suppliers. Sales are
generated from the Group's branches located in 43 states, each of which has
warehouse facilities, which stock significant amounts of inventory
representative of the lines of products used by customers in the respective
market area served.
In Canada, Oliver Industrial Supply Ltd. ("Oliver") operates an
industrial parts and agricultural supply distribution center for its seven
branches serving the industrial and agricultural markets of Alberta, British
Columbia, Manitoba and Saskatchewan in western Canada. In addition to
industrial parts and agricultural supplies, Oliver distributes irrigation
systems and related supplies.

Products. The Industrial Parts Group distributes a wide variety of products to
its customers, primarily industrial concerns, to maintain and operate plants,
machinery and equipment. Products include such items as hoses, belts,
bearings, pulleys, pumps, valves, chains, gears, sprockets, speed reducers and
electric motors. The nature of this Group's business demands the maintenance
of large inventories and the ability to provide prompt and demanding delivery
requirements. Virtually all of the products distributed are installed by the
customer. Most orders are filled immediately from existing stock and
deliveries are normally made within 24 hours of receipt of order. The majority
of all sales are on open account.

Related Information. Non-exclusive distributor agreements are in effect with
most of the Group's suppliers. The terms of these agreements vary; however, it
has been the experience of the Group that the custom of the trade is to treat
such agreements as continuing until breached by one party, or until terminated
by mutual consent.

Segment Data. In the year ended December 31, 1995, sales from the Company's
Industrial Parts Group approximated 29% of the Company's net sales as compared
to 27% in 1994 and 26% in 1993.

Competition. The Industrial Parts Group competes with other distributors
specializing in the distribution of such items, as well as with general line
distributors. To a lesser extent, the Group competes with manufacturers that
sell directly to the customer.

OFFICE PRODUCTS GROUP

The Office Products Group, through S. P. Richards Company ("S.P.
Richards"), a wholly owned subsidiary of Genuine Parts Company headquartered in
Atlanta, Georgia, is engaged in the wholesale distribution of a broad line of
office products which are used in the daily operation of businesses, schools,
offices and institutions. Office products fall into the general categories of
computer supplies, office machines, general office supplies, janitorial
supplies, breakroom supplies, and office furniture. Lesker Office Furniture, a
furniture only wholesaler acquired in 1993, operates from 5 branches in the
Northeast. In 1995, a new Lesker branch was opened in New England. On May 22,
1995, the Company completed the acquisition of Horizon USA Data Supplies, Inc.
Horizon USA Data Supplies, Inc., is a computer supplies distributor
headquartered in Reno,

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Nevada with three locations.
The Group distributes computer supplies including diskettes, printer
supplies, printout paper and printout binders; office furniture to include
desks, credenzas, chairs, chair mats, partitions, files and computer furniture;
office machines to include telephones, answering machines, calculators,
typewriters, shredders and copiers; and general office supplies to include
copier supplies, desk accessories, business forms, accounting supplies,
binders, report covers, writing instruments, note pads, envelopes, secretarial
supplies, mailroom supplies, filing supplies, art/drafting supplies, janitorial
supplies, breakroom supplies and audio visual supplies.
The Office Products Group distributes more than 20,000 items to over
6,000 office supply dealers from 43 distribution centers located in 30 states.
The newest distribution center opened in 1995 in Pittsburgh, Pennsylvania.
Approximately 53% of 1995 total office products purchases were made from 14
major suppliers.
The Office Products Group sells to qualified resellers of office
products. Customers are offered comprehensive marketing programs which include
flyers, other promotional material and personalized product catalogs. The
marketing programs are supported by all the Group's distribution centers which
stock all cataloged products and have the capability to provide overnight
delivery.
While many recognized brand-name items are carried in inventory, S. P.
Richards Company also markets items produced for it under its own SPARCO(R)
brand name, as well as its NATURE SAVER(R) brand of recycled products.

Segment Data. In the year ended December 31, 1995, sales from the Company's
Office Products Group approximated 18% of the Company's net sales as compared
to 17% in 1994 and in 1993.

Competition. In the distribution of office supplies to retail dealers, S. P.
Richards competes with many other wholesale distributors as well as with
manufacturers of office products and large national retail chains.

* * * * * * * *

Executive Officers of the Company. The table below sets forth the name and age
of each person deemed to be an executive officer of the Company as of February
19, 1996, the position or office held by each and the period during which each
has served as such. Each executive officer is elected by the Board of
Directors and serves at the pleasure of the Board of Directors until his
successor has been elected and has qualified, or until his earlier death,
resignation, removal, retirement or disqualification.

Year First
Assumed
Name Age Position of Office Position
- ---- --- ------------------ ----------

Larry L. Prince 57 Chairman of the Board of Directors
and Chief Executive Officer 1990/1989
Thomas C. Gallagher 48 President and Chief Operating Officer 1990
George W. Kalafut 62 Executive Vice President-Finance and
Administration * 1991
John J. Scalley 65 Executive Vice President 1986
Keith M. Bealmear 49 Group Vice President 1994
Robert J. Breci 60 Group Vice President 1987
Albert T. Donnon, Jr 48 Group Vice President 1993
Louis W. Rice, Jr 69 Senior Vice President-Personnel 1981

* Also serves as the Company's Principal Financial Officer.

All executive officers have been employed by and have served as
officers of the Company for at least the last five years.

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ITEM 2. PROPERTIES.

The Company's headquarters are located in one of two adjacent office
buildings owned by Genuine Parts Company in Atlanta, Georgia.

The Company's Automotive Parts Group currently operates 63 NAPA
Distribution Centers in the United States distributed among nine geographic
divisions. More than 90% of the distribution center properties are owned by
the Company. At December 31, 1995, the Company owned 740 NAPA Auto Parts
stores located in 43 states, and Genuine Parts Company owned a 51% interest
in 83 auto parts stores located in 29 states. Other than NAPA Auto Parts
stores located within Company owned distribution centers, most of the auto
parts stores were operated in leased facilities. In addition, UAP/NAPA, in
which Genuine Parts Company owns a 49% interest, operated 115 auto parts stores
in Western Canada. The Company's Automotive Parts Group also operates three
Balkamp distribution centers, six Rayloc rebuilding plants, two transfer and
shipping facilities and a Rayloc warehouse.

The Company's Industrial Parts Group, operating through Motion and
Berry Bearing Company, operates 5 distribution centers, 2 re-distribution
centers, 10 service centers and over 370 branches. Approximately 80% of these
branches are operated in leased facilities. In addition, the Industrial Parts
Group operates an industrial parts and agricultural supply distribution center
in Western Canada for its 7 branches of which approximately 85% are operated in
leased facilities.

The Company's Office Products Group operates 43 distribution centers
in the United States distributed among the Group's six geographic divisions.
Approximately 75% of these distribution centers are operated in leased
facilities.

For additional information regarding rental expense on leased
properties, see "Note 4 of Notes to Consolidated Financial Statements" on Page
24 of Annual Report to Shareholders for 1995.

ITEM 3. LEGAL PROCEEDINGS.

Not Applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not Applicable.

PART II.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCK-
HOLDER MATTERS.

Information required by this item is set forth under the
heading "Market and Dividend Information" on Page 18 of Annual Report to
Shareholders for the year ended December 31, 1995, and is incorporated herein
by reference.

ITEM 6. SELECTED FINANCIAL DATA.

Information required by this item is set forth under the
heading "Selected Financial Data" on Page 18 of Annual Report to Shareholders
for the year ended December 31, 1995, and is incorporated herein by reference.

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS.

Information required by this item is set forth under the
heading "Management's Discussion and Analysis" on Page 26 of Annual Report to
Shareholders for the year ended December 31, 1995, and is incorporated herein
by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Information required by this item is set forth in the
consolidated financial statements on Pages 20 through 25 and Page 27, in
"Report of Independent Auditors" on Page 19, and under the heading "Quarterly
Results of Operations" on Page 26, of the Annual Report to Shareholders for the
year ended December 31, 1995, and is incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

Not Applicable.

PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Information required by this item is set forth under the
headings "Nominees for Director" and "Members of the Board of Directors
Continuing in Office" on Pages 2 through 4 of the definitive proxy statement
for the Company's Annual Meeting to be held on April 15, 1996, and is
incorporated herein by reference. Certain information about Executive
Officers of the Company is included in Item 1 of Part I of this Annual Report
on Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION.

Information required by this item is set forth under the
heading "Executive Compensation and Other Benefits" on Pages 6 through 8, and
under the headings "Compensation Committee Interlocks and Insider
Participation", "Compensation Pursuant to Plans" and "Termination of Employment
and Change of Control Arrangements" on Pages 11 through 14 of the definitive
proxy statement for the Company's Annual Meeting to be held on April 15, 1996,
and is incorporated herein by reference. In no event shall the information
contained in the definitive proxy statement for the Company's 1996 Annual
Meeting on Pages 9 through 11 under the heading "Compensation and Stock Option
Committee Report on Executive Compensation" or on Pages 15 and 16 under the
heading "Performance Graph" be incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Information required by this item is set forth under the
headings "Common Stock Ownership of Certain Beneficial Owners" and "Common
Stock Ownership of Management" on Pages 4, 5, and 6 of the definitive proxy
statement for the Company's Annual Meeting to be held on April 15, 1996, and is
incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Information required by this item is set forth under the
heading "Certain Relationships and Related Transactions" on Page 16 of the
definitive proxy statement for the Company's Annual Meeting to be held on April
15, 1996,

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and is incorporated herein by reference.

PART IV.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a) (1) and (2) The response to this portion of Item 14 is submitted as a separate section of this
report.

(3) The following Exhibits are filed as part of this report in Item 14(c):

Exhibit 3.1 Restated Articles of Incorporation of the Company, dated as of April 18,
1988, and as amended April 17, 1989 and amendments to the Restated
Articles of Incorporation of the Company, dated as of November 20, 1989 and
April 18, 1994. (Incorporated herein by reference from the Company's
Annual Report on Form 10-K, dated March 3, 1995).

Exhibit 3.2 By-laws of the Company, as amended. (Incorporated herein by reference from
the Company's Annual Report on Form 10-K, dated March 5, 1993).

Exhibit 4.1 Shareholder Protection Rights Agreement, dated as of November 20, 1989,
between the Company and Trust Company Bank, as Rights Agent.
(Incorporated herein by reference from the Company's Report on Form 8-K,
dated November 20, 1989).

Exhibit 4.2 Specimen Common Stock Certificate. (Incorporated herein by reference from
the Company's Registration Statement on Form S-1, Registration No. 33-
63874).

Exhibit 10.1 * 1988 Stock Option Plan. (Incorporated herein by reference from the
Company's Annual Meeting Proxy Statement, dated March 9, 1988).

Exhibit 10.2 * Form of Amendment to Deferred Compensation Agreement, adopted February 13,
1989, between the Company and certain executive officers of the Company.
(Incorporated herein by reference from the Company's Annual Report on Form
10-K, dated March 15, 1989).

Exhibit 10.3 * Form of Agreement adopted February 13, 1989, between the Company and
certain executive officers of the Company providing for a supplemental
employee benefit upon a change in control of the Company. (Incorporated
herein by reference from the Company's Annual Report on Form 10-K, dated
March 15, 1989).

Exhibit 10.4 * Genuine Parts Company Supplemental Retirement Plan, effective January 1,
1991. (Incorporated herein by reference from the

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Company's Annual Report on Form 10-K, dated March 8, 1991).

Exhibit 10.5 * 1992 Stock Option and Incentive Plan, effective April 20, 1992.
(Incorporated herein by reference from the Company's Annual Meeting Proxy
Statement, dated March 6, 1992).

Exhibit 10.6 * Restricted Stock Agreement dated March 31, 1994, between the Company and
Larry L. Prince. (Incorporated herein by reference from the Company's Form
10-Q, dated May 6, 1994).

Exhibit 10.7 * Restricted Stock Agreement dated March 31, 1994, between the Company and
Thomas C. Gallagher. (Incorporated herein by reference from the Company's
Form 10-Q, dated May 6, 1994).

Exhibit 10.8 * The Genuine Parts Company Restated Tax-Deferred Savings Plan, January 1,
1993. (Incorporated herein by reference from the Company's Annual Report
on Form 10-K, dated March 3, 1995).

Exhibit 10.9 * Amendment No. 2 to the Genuine Parts Company Supplemental Retirement Plan,
effective January 1, 1995. (Incorporated herein by reference from the
Company's Annual Report on Form 10-K, dated March 3, 1995).

Exhibit 10.10 * Genuine Partnership Plan, as amended and restated January 1, 1994.
(Incorporated herein by reference from the Company's Annual Report on Form
10-K, dated March 3, 1995).

Exhibit 10.11 * Genuine Parts Company Pension Plan, as amended and restated effective
January 1, 1989. (Incorporated herein by reference from the Company's
Annual Report on Form 10-K, dated March 3, 1995).

Exhibit 10.12 * Amendment No. 1 to the Genuine Partnership Plan, effective September 1,
1995.

Exhibit 10.13 * Amendment No. 1 to the Genuine Parts Company Pension Plan, effective April
1, 1995.

Exhibit 10.14 * Amendment No. 2 to the Genuine Parts Company Pension Plan, dated September
28, 1995, effective January 1, 1995.

* Indicates executive compensation plans and arrangements

Exhibit 13 The following sections and pages of the 1995 Annual Report to
Shareholders:

-11-
12

- Selected Financial Data on Page 18
- Market and Dividend Information on Page 18
- Report of Independent Auditors on Page 19
- Consolidated Financial Statements and Notes to
Consolidated Financial Statements on Pages 20-25
- Management's Discussion and Analysis on Page 26
- Quarterly Results of Operations on Page 26
- Industry Data on Page 27

Exhibit 21 Subsidiaries of the Company

Exhibit 23 Consent of Independent Auditors

Exhibit 27 Financial Data Schedule (for SEC use only)

(b) Reports on Form 8-K. No reports on Form 8-K were filed by the Registrant during the last quarter of
-------------------
the fiscal year.

(d) Financial Statement Schedules. The response to this portion of Item 14 is submitted as a separate
-----------------------------
section of this report.

SIGNATURES.

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized.

GENUINE PARTS COMPANY

/s/Larry L. Prince 3/7/96 /s/George W. Kalafut 3/7/96
- ------------------------------------- ------------------------------------
Larry L. Prince (Date) George W. Kalafut (Date)
Chairman of the Board Executive Vice President -
and Chief Executive Officer Finance and Administration and
Principal Financial and Accounting
Officer

-12-

Pursuant to the requirements of the Securities and Exchange Act of
1934, this Report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.

/s/ Bradley Currey, Jr. 2/19/96 /s/ Larry L. Prince 2/19/96
- ------------------------------------- ------------------------------------
Bradley Currey, Jr. (Date) Larry L. Prince (Date)
Director Director
Chairman of the Board and
Chief Executive Officer

/s/ Jean Douville 2/19/96 /s/ John J. Scalley 2/19/96
- ------------------------------------- ------------------------------------
Jean Douville (Date) John J. Scalley (Date)
Director Director
Chairman of the Board and Executive Vice President
Chief Executive Officer UAP Inc.

/s/ Thomas C. Gallagher 2/19/96 /s/ Alana S. Shepherd 2/19/96
- ------------------------------------- ------------------------------------
Thomas C. Gallagher (Date) Alana S. Shepherd (Date)
Director Director
President and Chief Operating Officer

/s/ J. Hicks Lanier 2/19/96 /s/ Lawrence G. Steiner 2/19/96
- ------------------------------------- ------------------------------------
J. Hicks Lanier (Date) Lawrence G. Steiner (Date)
Director Director

/s/ James B. Williams 2/19/96
- ------------------------------------ ------------------------------------
Gardner E. Larned (Date) James B. Williams (Date)
Director Director
Chairman of the Board
Berry Bearing Company

- ------------------------------------
William A. Parker (Date)
Director

-13-
14

Annual Report on Form 10-K

Item 14(a)(1) and (2), (c) and (d)

List of Financial Statements

Certain Exhibits

Year ended December 31, 1995

Genuine Parts Company

Atlanta, Georgia

Form 10-K - Item 14(a)(1) and (2)

Genuine Parts Company and Subsidiaries

Index of Financial Statements

The following consolidated financial statements of Genuine Parts Company and
subsidiaries, included in the annual report of the registrant to its
shareholders for the year ended December 31, 1995, are incorporated by
reference in Item 8:

Consolidated balance sheets - December 31, 1995 and 1994

Consolidated statements of income - Years ended December 31, 1995, 1994,
and 1993

Consolidated statements of shareholders' equity - Years ended December 31,
1995, 1994, and 1993

Consolidated statements of cash flows - Years ended December 31, 1995,
1994, and 1993

Notes to consolidated financial statements - December 31, 1995

All schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore have been omitted.

ANNUAL REPORT ON FORM 10-K

ITEM 14(a)(3)

LIST OF EXHIBITS

The following Exhibits are filed as a part of this Report:

10.12* Amendment No. 1 to the Genuine Partnership Plan, effective September 1,
1995.

10.13* Amendment No. 1 to the Genuine Parts Company Pension Plan, effective
April 1, 1995.

10.14* Amendment No. 2 to the Genuine Parts Company Pension Plan, dated
September 28, 1995, effective January 1, 1995.

13 The following Sections and Pages of the Annual Report to Shareholders for
1995:

- Selected Financial Data on Page 18
- Common Stock Market and Dividend Information
on Page 18
- Report of Independent Auditors on Page 19
- Consolidated Financial Statements and Notes to Consolidated
Financial Statements on Pages 20-25
- Management's Discussion and Analysis of Financial Condition
and Results of Operations on Page 26
- Quarterly Results of Operations on Page 26
- Industry Data on Page 27

21 Subsidiaries of the Company

23 Consent of Independent Accountants

27 Financial Data Schedule (for SEC use only)

The following Exhibits are incorporated by reference as set forth
in Item 14 on pages 10 and 11 of this Form 10-K:

- 3.1 Restated Articles of Incorporation of the Company, dated as of April 18, 1988, and as amended
April 17, 1989 and amendments to the Restated Articles of Incorporation of the Company, dated
as of November 20, 1989 and April 18, 1994.
- 3.2 By-laws of the Company, as amended.
- 4.1 Shareholder Protection Rights Agreement, dated as of November 20, 1989, between the Company and
Trust Company Bank, as Rights Agent.
- 4.2 Specimen Common Stock Certificate. (Incorporated herein by reference from the Company's
Registration Statement on Form S-1, Registration No. 33-63874).
- 10.1* 1988 Stock Option Plan.
- 10.2* Form of Amendment to Deferred Compensation Agreement adopted February 13, 1989, between the
Company and certain executive officers of the Company.
- 10.3* Form of Agreement adopted February 13, 1989, between the Company and certain executive officers
of the Company providing for a supplemental employee benefit upon a change in control of the
Company.

- 10.4* Genuine Parts Company Supplemental Retirement Plan,
effective January 1, 1991.
- 10.5* 1992 Stock Option and Incentive Plan, effective
April 20, 1992.
- 10.6* Restricted Stock Agreement dated March 31, 1994, between the
Company and Larry L. Prince.
- 10.7* Restricted Stock Agreement dated March 31, 1994, between the
Company and Thomas C. Gallagher.
- 10.8* The Genuine Parts Company Restated Tax-Deferred Savings Plan,
effective January 1, 1993
- 10.9 * Amendment No. 2 to the Genuine Parts Company Supplemental
Retirement Plan, effective January 1,
1995.
- 10.10* Genuine Partnership Plan, as amended and restated January 1,
1994.
- 10.11* Genuine Parts Company Pension Plan, as amended and restated
effective January 1, 1989.

* Indicates executive compensation plans and arrangements