UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the Quarterly Period Ended September 30, 2004 Commission File Number 1-5690

GENUINE PARTS COMPANY

(Exact name of registrant as specified in its charter)

GEORGIA	58-0254510
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	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

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 whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes      [X]      No [  ]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of September 30, 2004.

174,630,400

(Shares of Common Stock)

TABLE OF CONTENTS

PART 1 — FINANCIAL INFORMATION
	Item 1 — Financial Statements
		CONDENSED CONSOLIDATED BALANCE SHEETS
		CONDENSED CONSOLIDATED STATEMENTS OF INCOME
		CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
		NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	Item 2
	Item 3
	Item 4
PART II — OTHER INFORMATION
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
	Item 6. Exhibits
SIGNATURES
EX-31.1 SECTION 302 CERTIFICATION OF THE CEO
EX-31.2 SECTION 302 CERTIFICATION OF THE CFO
EX-32.1 SECTION 906 CERTIFICATION OF THE CEO
EX-32.2 SECTION 906 CERTIFICATION OF THE CFO

PART 1 — FINANCIAL INFORMATION

Item 1 — Financial Statements

GENUINE PARTS COMPANY and SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,		December 31,
	2004		2003
	(Unaudited)
	(in thousands)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	284,704	$	15,393
Trade accounts receivable, less allowance for doubtful accounts (2004 - $24,569; 2003 - $8,551)		1,166,533		1,084,874
Inventories — at lower of cost (substantially last-in, first-out method) or market		2,163,049		2,140,811
Prepaid expenses and other current assets		113,578		176,548
TOTAL CURRENT ASSETS		3,727,864		3,417,626
Goodwill and other intangible assets, less accumulated amortization		57,761		58,028
Other assets		312,994		297,851
Total property, plant and equipment, less allowance for depreciation (2004 - $509,352; 2003 - $490,515)		339,397		342,992
TOTAL ASSETS	$	4,438,016	$	4,116,497
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	836,883	$	706,609
Current portion of long-term debt and other borrowings		125,841		52,525
Income taxes payable		60,869		18,575
Dividends payable		52,425		51,331
Other current liabilities		218,054		187,891
TOTAL CURRENT LIABILITIES		1,294,072		1,016,931
Long-term debt		500,000		625,108
Deferred income taxes		113,259		114,533
Minority interests in subsidiaries		52,091		47,642
SHAREHOLDERS’ EQUITY
Stated capital:
Preferred Stock, par value — $1 per share
Authorized - 10,000,000 shares — None Issued		-0-		-0-
Common Stock, par value — $1 per share
Authorized - 450,000,000 shares
Issued - 2004 – 174,630,400; 2003 – 174,045,263		174,630		174,045
Accumulated other comprehensive income		16,086		4,835
Additional paid-in capital		45,333		32,853
Retained earnings		2,242,545		2,100,550
TOTAL SHAREHOLDERS’ EQUITY		2,478,594		2,312,283
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	4,438,016	$	4,116,497

See notes to condensed consolidated financial statements.

2

GENUINE PARTS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended Sept. 30,				Nine Months Ended Sept. 30,
	2004		2003		2004		2003
	(in thousands, except per share data)
Net sales	$	2,349,283	$	2,189,388	$	6,843,960	$	6,364,040
Cost of goods sold		1,649,890		1,537,439		4,764,591		4,422,368
Gross margin		699,393		651,949		2,079,369		1,941,672
Selling, administrative & other expenses		541,675		506,903		1,595,321		1,503,404
Income before income taxes and cumulative effect of a change in accounting principle		157,718		145,046		484,048		438,268
Income taxes		59,825		56,713		184,810		171,363
Income before cumulative effect of a change in accounting principle		97,893		88,333		299,238		266,905
Cumulative effect of a change in accounting principle		—		—		—		(19,541	)
Net income	$	97,893	$	88,333	$	299,238	$	247,364
Basic net income per common share:
Before cumulative effect of a change in accounting principle	$	.56	$	.51	$	1.71	$	1.53
Cumulative effect of a change in accounting principle		—		—		—		(.11	)
Basic net income	$	.56	$	.51	$	1.71	$	1.42
Diluted net income per common share:
Before cumulative effect of a change in accounting principle	$	.56	$	.51	$	1.71	$	1.53
Cumulative effect of a change in accounting principle		—		—		—		(.11	)
Diluted net income	$	.56	$	.51	$	1.71	$	1.42
Dividends declared per common share	$	.30	$	.295	$	.90	$	.885
Weighted average common shares outstanding		174,792		173,948		174,648		173,995
Dilutive effect of stock options and non-vested restricted stock awards		1,021		481		842		492
Weighted average common shares outstanding – assuming dilution		175,813		174,429		175,490		174,487

See notes to condensed consolidated financial statements.

3

GENUINE PARTS COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months
	Ended September 30,
	(in thousands)
	2004			2003
OPERATING ACTIVITIES:
Net income	$	299,238		$	247,364
Adjustments to reconcile net income to net cash provided by operating activities:
Cumulative effect of a change in accounting principle		—			19,541
Depreciation and amortization		49,775			52,106
Other		3,337			(32	)
Changes in operating assets and liabilities		117,857			7,004
NET CASH PROVIDED BY OPERATING ACTIVITIES		470,207			325,983
INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(46,550	)		(63,613	)
Other		—			7,237
NET CASH USED IN INVESTING ACTIVITIES		(46,550	)		(56,376	)
FINANCING ACTIVITIES:
Net payments on credit facilities		(9,559	)		(90,034	)
Stock options exercised		31,649			2,838
Dividends paid		(156,150	)		(153,253	)
Purchase of stock		(20,286	)		(17,677	)
NET CASH USED IN FINANCING ACTIVITIES		(154,346	)		(258,126	)
NET INCREASE IN CASH AND CASH EQUIVALENTS		269,311			11,481
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		15,393			19,995
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	284,704		$	31,476

See notes to condensed consolidated financial statements.

4

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note A — Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements included in the Annual Report on Form 10-K of Genuine Parts Company (the “Company”) for the year ended December 31, 2003. Accordingly, the quarterly condensed consolidated financial statements and related disclosures should be read in conjunction with the 2003 Annual Report on Form 10-K.

The preparation of interim financial statements requires management to make estimates and assumptions for the amounts reported in the condensed consolidated financial statements. Specifically, the Company makes estimates in its interim financial statements for the accrual of bad debts, certain inventory adjustments and volume rebates earned. Bad debts are accrued based on a percentage of sales. Inventory adjustments are estimated on an interim basis and adjusted in the fourth quarter to reflect year-end valuation and book to physical results. Volume rebates are estimated based upon cumulative and projected purchasing levels. The estimates for interim reporting may change upon final determination at year-end, and such changes may be significant.

In the opinion of management, all adjustments necessary for a fair presentation for the interim periods have been made. These adjustments are of a normal recurring nature. The results of operations for the nine months ended September 30, 2004 are not necessarily indicative of results for the entire year.

Note B — Segment Information

	Three month period ended Sept. 30,						Nine month period ended Sept. 30,
	2004			2003			2004			2003
	(in thousands)						(in thousands)
Net sales:
Automotive	$	1,229,943		$	1,192,621		$	3,575,189		$	3,382,889
Industrial		636,693			556,959			1,874,599			1,692,501
Office Products		406,101			375,875			1,165,245			1,095,149
Electrical/Electronic Materials		85,357			74,455			254,263			223,155
Other		(8,811	)		(10,522	)		(25,336	)		(29,654	)
Total net sales	$	2,349,283		$	2,189,388		$	6,843,960		$	6,364,040
Operating profit:
Automotive	$	101,942		$	103,007		$	304,695		$	290,269
Industrial		40,851			34,201			125,149			110,620
Office Products		32,203			30,339			108,651			103,228
Electrical/Electronic Materials		3,780			1,890			11,300			5,403
Total operating profit		178,776			169,437			549,795			509,520
Interest expense		(9,307	)		(12,982	)		(29,154	)		(40,026	)
Other, net		(11,751	)		(11,409	)		(36,593	)		(31,226	)
Income before income taxes and cumulative effect of a change in accounting principle	$	157,718		$	145,046		$	484,048		$	438,268

For management purposes, net sales by segment exclude the effect of certain discounts, incentives and freight billed to customers. The line item “other” represents the net effect of the discounts, incentives and freight billed to customers, which are reported as a component of net sales in the Company’s consolidated statements of income.

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Note C — Comprehensive Income

Total comprehensive income was $310,489,000 and $297,613,000 for the nine month periods ended September 30, 2004 and 2003, respectively. The difference between total comprehensive income and net income was due to foreign currency translation adjustments and adjustments to the fair value of derivative instruments, as summarized below (in thousands):

	For the Nine Months Ended Sept. 30,
	2004		2003
Net Income	$	299,238	$	247,364
Other Comprehensive Income:
Foreign currency translation		9,191		42,817
Derivative instruments, net of taxes		2,060		7,432
Total Other Comprehensive Income		11,251		50,249
Comprehensive Income	$	310,489	$	297,613

Comprehensive income for the three months ended September 30, 2004 and 2003 totaled $117,934,000 and $90,399,000, respectively.

Note D — New Accounting Pronouncements

In January 2003, the Emerging Issues Task Force (“EITF”) of the Financial Accounting Standards Board (“FASB”) issued EITF Issue No. 02-16, Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor (“EITF 02-16”). EITF 02-16 addresses accounting and reporting issues related to how a reseller should account for cash consideration received from vendors. Generally, cash consideration received from vendors is presumed to be a reduction of the prices of the vendor’s products or services and should, therefore, be characterized as a reduction of cost of sales when recognized in the customer’s income statement. However, under certain circumstances, this presumption may be overcome and recognition as revenue or as a reduction of other costs in the income statement may be appropriate. The Company, in certain circumstances, included funds of this type in SG&A. Under the new method, vendor allowances for advertising and catalog related programs are generally considered a reduction in cost of goods sold. On January 1, 2003, the Company adopted EITF No. 02-16 and recorded a non-cash charge of $19.5 million, net of a $13.6 million tax benefit ($.12 and $.11 per basic and diluted share, respectively) related to the capitalization of certain vendor consideration as part of inventory cost.

In January 2003, the FASB issued Interpretation No. 46 (“FIN 46”), Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51. FIN 46, as revised in December 2003, requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 is effective for all new variable interest entities created or acquired after January 31, 2003. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied no later than December 31, 2003 for entities meeting the definition of special-purpose entities, and no later than fiscal periods ending after March 15, 2004 for all other entities under consideration.

In connection with the adoption of FIN 46, in June 2003, the Company’s construction and lease facility was amended. Subject to the amendment, FIN 46 did not change the Company’s accounting for the construction and lease facility. This construction and lease facility, expiring in 2008, contains residual value guarantee provisions and other guarantees which would become due in the event of a default under the operating lease agreement or at the expiration of the operating lease agreement if the fair value of the leased properties is less than the guaranteed residual value. The maximum amount of the Company’s potential guarantee obligation at September 30, 2004 is approximately $83,880,000. The Company believes the likelihood of funding the guarantee obligation under any provision of the operating lease agreement is remote. In addition to the construction and lease facility, the Company has relationships with entities that are required to be considered for consolidation under FIN 46. Specifically, the Company guarantees the borrowings of certain independently controlled automotive parts stores (“independents”) and certain other affiliates in which the Company has a minority equity

6

ownership interest (“affiliates”). Presently, the independents are generally consolidated by an unaffiliated enterprise that has a controlling financial interest through ownership of a majority voting interest in the entity. The Company has no voting interest or other equity conversion rights in any of the independents. The Company does not control the independents or the affiliates, but receives a fee for the guarantee. The Company has concluded that it is not the primary beneficiary with respect to any of the independents and that the affiliates are not variable interest entities. The Company’s maximum exposure to loss as a result of its involvement with these independents and affiliates is equal to the total borrowings subject to the Company’s guarantee. At September 30, 2004, the total borrowings of the independents and affiliates subject to guarantee by the Company were approximately $166,800,000. These loans generally mature over periods from one to ten years. In the event that the Company is required to make payments in connection with guaranteed obligations of the independents or the affiliates, the Company would obtain and liquidate certain collateral (e.g. accounts receivable and inventory) to recover all or a portion of the amounts paid under the guarantee. To date, the Company has had no significant losses in connection with guarantees of independents’ and affiliates’ borrowings.

Note E — Stock Options

As more fully disclosed in Note 7 of the Company’s notes to the consolidated financial statements in the 2003 Annual Report on Form 10-K, the following table illustrates the effect on net income and earnings per share if the fair value based method had been applied to all outstanding and unvested awards in each period (in thousands, except per share amounts):

	Three month period ended						Nine month period ended
	September 30,						September 30,
	2004			2003			2004			2003
Net income, as reported	$	97,893		$	88,333		$	299,238		$	247,364
Add: Stock-based employee compensation expense related to option grants after January 1, 2003, included in net income, net of related tax effects		470			-0-			1,052			-0-
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(1,238	)		(1,325	)		(2,811	)		(4,791	)
Pro forma net income	$	97,125		$	87,008		$	297,479		$	242,573
Income per share:
Basic – as reported	$	.56		$	.51		$	1.71		$	1.42
Basic – pro forma	$	.56		$	.50		$	1.70		$	1.39
Diluted – as reported	$	.56		$	.51		$	1.71		$	1.42
Diluted – pro forma	$	.55		$	.50		$	1.70		$	1.39

Beginning on January 1, 2003, the Company began prospectively accounting for all future stock compensation awards in accordance with the fair value method of SFAS 123, Accounting for Stock-Based Compensation (“SFAS 123”). The adoption of SFAS 123 is not expected to have a material impact on the Company’s financial position or results of operations in 2004, and the effect on periods thereafter, while entirely dependent on the terms of future stock compensation awards, is not expected to be significant.

7

Note F — Employee Benefit Plans

Net periodic pension cost included the following components for the three months ended September 30:

	Pension Benefits						Other Post-retirement Benefits
	2004			2003			2004		2003
	(In Thousands)
Service cost	$	8,400		$	7,758		$	95	$	59
Interest cost		13,833			13,334			261		219
Expected return on plan assets		(18,966	)		(18,232	)		—		—
Amortization of prior service (income) cost		(282	)		(814	)		93		122
Amortization of actuarial loss		3,207			2,131			218		67
Net periodic pension cost	$	6,192		$	4,177		$	667	$	467

Net periodic pension cost included the following components for the nine months ended September 30:

	Pension Benefits						Other Post-retirement Benefits
	2004			2003			2004		2003
				(In Thousands)
Service cost	$	25,200		$	23,274		$	365	$	177
Interest cost		41,499			40,004			995		657
Expected return on plan assets		(56,884	)		(54,200	)		—		—
Amortization of prior service (income) cost		(846	)		(2,444	)		279		366
Amortization of actuarial loss		9,670			6,395			778		201
Net periodic pension cost	$	18,639		$	13,029		$	2,417	$	1,401

Pension benefits also include amounts related to a supplemental retirement plan.

The Medicare Prescription Drug Improvement and Modernization Act of 2003 (the “Act”) was signed December 8, 2003 to make voluntary benefits available through Medicare. The federal government will begin making subsidy payments to qualifying employers in 2006. Effective July 1, 2004, the Company adopted FASB Staff Position No. 106-2 (“FSP 106-2”), Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (which superseded FSP No. 106-1). The FSP 106-2 provides authoritative guidance on accounting for the federal subsidy and other provisions of the Act. The adoption of FSP 106-2 reduced the Company’s accumulated post-retirement benefit obligation by approximately $6.2 million and resulted in an unrecognized actuarial gain of a similar amount. The adoption resulted in a $207,000 reduction in post-retirement benefit cost for the three months ended September 30, 2004.

8

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the December 31, 2003 consolidated financial statements, accompanying notes, related information and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Form 10-K filed for the year ended December 31, 2003, and the September 30, 2004 consolidated financial statements and accompanying notes.

Overview

Genuine Parts Company is a service organization engaged in the distribution of automotive replacement parts, industrial replacement parts, office products and electrical/electronic materials. The Company has a long tradition of growth dating back to 1928, the year we were founded in Atlanta, Georgia. In the third quarter of 2004, business was conducted throughout the United States, in Canada, and in Mexico from approximately 1,800 locations.

The Company recorded consolidated net income of $97.9 million for the three months ended September 30, 2004, compared to net income of $88.3 million in the same period last year, an increase of 11%. For the nine months ended September 30, 2004, the Company recorded consolidated net income of $299.2 million, a 12% increase compared to $266.9 million recorded in the same period the previous year, before the cumulative effect adjustment relating to accounting for vendor cash consideration in 2003 as discussed below. After the cumulative effect adjustment in 2003, net income for the nine months ended September 30, 2004 was up 21% from $247.4 million in the same period of 2003.

On January 1, 2003, the Company adopted the provisions of Financial Accounting Standards Board Emerging Issues Task Force’s Issue No. 02-16 (“EITF 02-16”), related to the accounting treatment of cash consideration received from vendors, resulting in a non-cash charge of $19.5 million recorded as a cumulative effect of a change in accounting principle. This charge encompasses certain advertising and promotional allowances, catalog support and other cash support arrangements that normally exist among retailers and distributors with their vendors. The Company historically classified certain advertising vendor monies received as a component of SG&A. Under the new method, these vendor monies must be classified as cost of goods sold and a portion of the amounts must be capitalized into ending inventory.

For 2004, the Company has experienced growth in each of our businesses and the diversity of our business groups has provided a balance to our results. In addition to improved economic conditions relative to the prior three years, we have emphasized the execution of our marketing plans and sales initiatives to improve the performance in each of our industry groups.

Critical Accounting Estimates

The preparation of the financial statement information contained herein requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements. Information with respect to the Company’s critical accounting policies which the Company believes could have the most significant effect on the Company’s reported results and require subjective or complex judgments by management is contained in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003. Management believes that as of September 30, 2004, there have been no material changes to this information.

9

Sales

Sales for the third quarter of 2004 were $2.35 billion, an increase of 7% over the same period in 2003. Each of our four business units recorded sales increases for the period and sales at Motion Industries, the Industrial Products Group, and EIS, the Electrical/Electronic Materials Group, were especially strong. For the nine months ended September 30, 2004, sales were $6.84 billion compared to $6.36 billion for the same period last year, an increase of 8%. The Company’s sales growth is attributed to our internal growth initiatives across all our businesses, as well as improving economic conditions.

Sales for the Automotive Group increased 3% in the third quarter of 2004 and for the nine months ended September 30, 2004 sales increased 6% compared to the same period last year. The sales moderation we experienced in the third quarter at least partially reflects the lower consumer spending figures reported for the same period. For the year, we believe that our internal efforts, improved demographics and the improving economy have favorably affected the automotive aftermarket. The Industrial Products Group increased sales by 14% in the third quarter and for the year sales are up 11% compared to the same period in 2003. Likewise, sales for the Electrical/Electronics Group were up 15% in the third quarter and up 14% through the nine months ended September 30, 2004 compared to the same periods in 2003. Both of these groups serve the manufacturing sector, which is growing at a healthy rate across a broad customer base. Sales for the Office Products Group were up 8% in the third quarter of 2004 compared to the same period in 2003 and year to date are up 6% compared to sales for the nine months ended September 30, 2003. We attribute this group’s consistent revenue growth to their continued enhancement of product offerings and an increased demand throughout their product categories.

Cost of Goods Sold/Expenses

Cost of goods sold for the third quarter of 2004 was $1.65 billion compared to $1.54 billion for the same period in 2003. As a percent of sales, cost of goods sold was 70.23% for the three months ended September 30, 2004, consistent with the same period in the previous year. For the nine months ended September 30, 2004, cost of goods sold was $4.76 billion compared to $4.42 billion for the same period last year and as a percent of sales increased from 69.49% to 69.62%. The increase for the nine-month period ended September 30, 2004 reflects the impact of shifts in product and customer mix, pricing pressures and the impact of supplier discounts and incentives.

Selling, administrative and other expenses of $541.7 million improved to 23.06% of sales for the third quarter of 2004 compared to 23.15% for the same period last year. For the nine months ended September 30, 2004, these expenses totaled $1.60 billion and improved to 23.31% of sales compared to 23.62% for the same period in 2003. The decrease in SG&A expenses reflects the leverage gained from our sales increases, as well as the measures taken to control costs in each of our businesses.

Operating Profit

Operating profit as a percentage of sales was 7.6% for the third quarter of 2004 compared to 7.7% for the same period in 2003. For the nine months ended September 30, 2004 and 2003, operating profit as a percentage of sales was 8.0%.

The Automotive Group’s operating profit decreased 1% compared to the third quarter last year, and their operating profit margin of 8.3% was down from 8.6% compared to the third quarter of 2003. For the nine months ended September 30, 2004, the group’s operating profit increased 5% and their operating profit margin decreased to 8.5% from 8.6% for the same period last year. The Industrial Group had a 19% increase in operating profit compared to the third quarter of 2003, and the operating profit margin for this group improved to 6.4% for the third quarter from 6.1% for the same period last year. Operating profit increased 13% for the nine months ended September 30, 2004 compared to 2003 and their operating profit margin was up from 6.5% last year to 6.7%. For the three and nine month periods ended September 30, 2004, the Office Products Group’s operating profit increased 6% and 5%, respectively. Their operating profit margin was 7.9% for the quarter, down from 8.1% in the third quarter last year, and 9.3% for the nine months ended September 30, 2004, a decrease from 9.4% for the same period in 2003. The Electrical /Electronic Materials Group increased their operating profit for the third quarter 100% to $3.8 million from $1.9 million in the third quarter of 2003, and their operating profit margin improved to 4.4% compared to 2.5% in the same period in 2003. For the nine months ended September 30, 2004, the group increased their operating profit 109% to $11.3 million from $5.4 million for the same period last year, and their operating profit margin improved to 4.4% from 2.4% for the nine months ended September 30, 2003.

10

Net Income

Net income was $97.9 million and $299.2 million for the three and nine month periods ended September 30, 2004, respectively, compared to a net income of $88.3 million and $266.9 million in the same periods last year, before the cumulative effect adjustment in 2003 previously discussed above. Earnings per share, assuming dilution, were $.56 for the third quarter of 2004 compared to $.51 for the same period of the previous year, and for the nine months were $1.71 in 2004 compared to $1.53 in 2003 before the accounting change. After the cumulative effect adjustment in 2003, net income for the nine months ended September 30, 2004 was up 21% from $247.4 million and diluted earnings per share were up 20% from $1.42 in the same period of 2003.

Income Taxes

The effective income tax rate was 37.9% and 38.2% for the quarter and nine months ended September 30, 2004, respectively. The effective income tax rate was 39.1% for the same periods in 2003. The decrease in 2004 is primarily due to lower state income taxes and the utilization of foreign tax credits.

Financial Condition

The major balance sheet categories, with the exception of cash, were relatively consistent with the December 31, 2003 condensed consolidated balance sheet. Cash balances increased $269.3 million from December 31, 2003, due primarily to increased revenues and collections, stock option exercises, and increased payment terms with certain vendors. Accounts receivable increased $81.7 million, which is consistent with the Company’s overall sales increase. Prepaid expenses declined $63.0 million, primarily due to the collection of vendor allowances in 2004. Other assets increased $15.1 million from December 31, 2003, due primarily to the Company’s increased annual pension contribution. Accounts payable increased $130.3 million due to the Company’s increased purchases associated with increased sales volume, as well as increases in payment terms with certain vendors. The Company’s long-term debt is discussed in detail below.

Liquidity and Capital Resources

The Company’s total debt decreased $51.8 million from December 31, 2003 to September 30, 2004 primarily due to payments of debt with cash generated from increased revenues and collections, stock option exercises, and increased payment terms with certain vendors. The Company reclassified a $125 million note due in 2010 to current as the Company intends to pay the amount in full during 2004. This reclassification resulted in an increase in current debt and an offsetting reduction in long-term debt.

The Company manages its exposure to changes in short-term interest rates, particularly to reduce the impact on its floating-rate term notes, by entering into interest rate swap agreements. The Company had interest rate swaps with fair values of approximately $11.6 million and $6.4 million outstanding as of December 31, 2003 and September 30, 2004, respectively. The decrease in fair values since December 31, 2003 is primarily due to the termination of one $50 million notional interest swap in the second quarter of 2004 and the normal settlement of monthly payments due on swaps during the nine months ended September 30, 2004. At September 30, 2004, the Company had one $50 million notional interest rate swap agreement outstanding with a maturity date of 2008. In addition, at September 30, 2004, approximately $500 million of the Company’s total borrowings, of which $250 million matures November 2008 and $250 million matures November 2011, were at fixed rates of interest.

The ratio of current assets to current liabilities is 2.9 to 1 and the Company’s cash position has increased significantly from December 31, 2003. The Company believes existing lines of credit and cash generated from operations will be sufficient to fund future operations.

Contractual Obligations

There have been no material changes to obligations and/or commitments since year-end 2003. Purchase orders or contracts for the purchase of inventory and other goods and services are not included in our estimates. We are not able to determine the aggregate amount of such purchase orders that represent contractual obligations, as purchase orders may represent authorizations to purchase rather than binding agreements. Our purchase orders are based on our current distribution needs and are fulfilled by our vendors within short time horizons. The Company does not have significant agreements for the purchase of inventory or other goods specifying minimum quantities or set prices that exceed our expected requirements.

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Item 3.

Quantitative and Qualitative Disclosure of Market Risk

The information called for by this item is provided elsewhere herein and under Item 7A in the Company’s Form 10-K for the year ended December 31, 2003. There have been no material changes in market risk from the information provided under Item 7A in the Company’s 10-K for the year ended December 31, 2003.

Forward-Looking Statements:

Statements in this report constitute forward-looking statements that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The Company cautions that its forward-looking statements involve risks and uncertainties. The Company undertakes no duty to update its forward-looking statements, which reflect the Company’s beliefs, expectations, and plans as of the present. Actual results or events may differ materially from those indicated as a result of various important factors. Such factors include, but are not limited to, changes in general economic conditions, the growth rate of the market for the Company’s products and services, the ability to maintain favorable supplier arrangements and relationships, competitive product and pricing pressures, including internet related initiatives, the effectiveness of the Company’s promotional, marketing and advertising programs, changes in laws and regulations, including changes in accounting and taxation guidance, the uncertainties of litigation, as well as other risks and uncertainties discussed from time to time in the Company’s filings with the Securities and Exchange Commission. Readers are cautioned that other factors not listed here could materially impact the Company’s future earnings, financial position and cash flows. You should not place undue reliance upon forward-looking statements contained herein, and should carefully read other reports that the Company will, from time to time, file with the Securities and Exchange Commission.

Item 4.

Controls and Procedures

As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the Company’s reports under the Securities Exchange Act of 1934 (Exchange Act) is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. There have been no significant changes in the Company’s internal controls over financial reporting or in other factors during or subsequent to the end of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II — OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information about the purchases of shares of the Company’s common stock during the three month period ended September 30, 2004:

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					Total Number of
	Total		Average		Shares Purchased		Maximum Number of
	Number of		Price		as Part of Publicly		Shares That May Yet Be
	Shares		Paid Per		Announced Plans or		Purchased Under the
Period	Purchased		Share		Programs		Plans or Programs
July, 2004 (July 1, 2004 through July 31, 2004)		134,800	$	37.32		134,800		6,397,493
August, 2004 (August 1, 2004 through August 31, 2004)		197,300	$	36.67		197,300		6,200,193
September, 2004 (September 1, 2004 through September 30, 2004)		131,600	$	37.40		131,600		6,068,593
Totals		463,700	$	37.07		463,700		6,068,593

On April 19, 1999, the Board of Directors authorized the repurchase of 15 million shares, and such repurchase plan was announced April 20, 1999. The authorization for this repurchase plan continues until all such shares have been repurchased, or the repurchase plan is terminated by action of the Board of Directors. There were no other publicly announced plans outstanding as of September 30, 2004. All shares repurchased as discussed in the table above were repurchased pursuant to the Company’s publicly announced repurchase plan.

Item 6. Exhibits

(a) The following exhibits are filed as part of this report:

Exhibit 3.1	Restated Articles of Incorporation of the Company (incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 3, 1995).
Exhibit 3.2	Bylaws of the Company, as amended (incorporated herein by reference from the Company’s Annual Report on Form 10-K, dated March 12, 2001).
Exhibit 31.1	Certification signed by the Chief Executive Officer pursuant to SEC Rule 13a-14(a) and Rule 15d-14(a).
Exhibit 31.2	Certification signed by the Chief Financial Officer pursuant to SEC Rule 13a-14(a) and Rule 15d-14(a).         .
Exhibit 32.1	Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by the Chief Executive Officer.
Exhibit 32.2	Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed by the Chief Financial Officer.

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SIGNATURES

Pursuant to the requirements 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 (Registrant)
Date: November 1, 2004	/s/ Jerry W. Nix
	Jerry W. Nix
	Executive Vice President – Finance (Principal Financial and Accounting Officer)

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