Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Samuelson Larry
2. Date of Event Requiring Statement (Month/Day/Year)
02/21/2005
3. Issuer Name and Ticker or Trading Symbol
GENUINE PARTS CO [GPC]
(Last)
(First)
(Middle)
2999 CIRCLE 75 PKWY
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President - Automotive Parts
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

ATLANTA, GA 30339
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 18,970 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) 06/26/1998 06/26/2007 Common Stock 20,000 $ 34.6875 D  
Employee Stock Option (Right to Buy) (2) 04/19/2000 04/19/2009 Common Stock 20,000 $ 32.0938 D  
Employee Stock Option (Right to Buy) (3) 06/20/2001 06/20/2010 Common Stock 13,172 $ 21.375 D  
Employee Stock Option (Right to Buy) (4) 08/19/2003 08/19/2012 Common Stock 40,000 $ 32.04 D  
Stock Appreciation Right (5) 04/19/2005(6) 04/19/2014 Common Stock 30,000 $ 36.58 D  
Employee Stock Option (Right to Buy) (5) 04/19/2005(6) 04/19/2014 Common Stock 30,000 $ 36.58 D  
Restricted Stock Units   (7)   (7) Common Stock 3,900 $ (8) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Samuelson Larry
2999 CIRCLE 75 PKWY
ATLANTA, GA 30339
      President - Automotive Parts  

Signatures

Carol B. Yancey Attorney in Fact 03/01/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes 1,596 shares acquired through Genuine Partnership Plan (401-K)
(2) Grant is exercisable as noted: 13,196 as of 02/21/2005, 3,115 01/01/2006, 3,115 01/01/2007, 574 01/01/2008
(3) Grant is exercisable as noted: 3,816 01/01/2008, 4,678 01/01/2009, 4,678 01/01/2010
(4) Grant is exercisable as noted: 26,667 as of 02/21/2005, 13,333 08/19/2005
(5) The stock appreciation right and the employee stock option were granted in tandem. Accordingly, the exercise of one results in the expiration of the other.
(6) The stock appreciation rights vest 1/3 per year beginning on the first anniversary of the grant date provided the reporting person is still employed on those dates, subject to earlier vesting in certain events.
(7) The restricted stock units will be earned on December 31, 2004 provided certain pre-tax profit targets are achieved by GPC for fiscal year 2004. If earned, the units will vest and convert to shares of common stock on December 31, 2008 provided the reporting person is still employed on that date, subject to earlier vesting in certain events.
(8) Each restricted stock unit represents a contingent right to receive one share of GPC common stock at a future date.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.