FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Breen Timothy P 		2. Issuer Name and Ticker or Trading Symbol

GENUINE PARTS CO [ GPC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Executive Vice President
(Last)          (First)          (Middle)

2999 CIRCLE 75 PKWY 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/1/2015
(Street)

ATLANTA, GA 30339
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Right   (1) $91.75   4/1/2015     A      7390       4/1/2016   (2) 4/1/2025   Common Stock   7390   $91.75   7390   D    
Employee Stock Option (Right to Buy)   (1) $91.75   4/1/2015     A      7390       4/1/2016   (2) 4/1/2025   Common Stock   7390   $91.75   7390   D    
Restricted Stock Units   $0.00   (3) 4/1/2015     A      3270         (4)   (4) Common Stock   3270   $0.00   3270   D    

Explanation of Responses:
( 1)  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.
( 2)  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.
( 3)  Each restricted stock unit represents a contingent right to receive one share of GPC common stock at a future date.
( 4)  The restricted stock units will be earned on December 31, 2015 provided certain pre-tax profit targets are achieved by GPC for fiscal year 2015. If earned, the units will vest and convert to shares of common stock on December 1, 2019 provided the reporting person is still employed on that date, subject to earlier vesting in certain events.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Breen Timothy P
2999 CIRCLE 75 PKWY
ATLANTA, GA 30339

Executive Vice President

Signatures
David A. Haskett Attorney in Fact 4/2/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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