GENUINE PARTS CO
SC 13G, 1995-02-06
MOTOR VEHICLE SUPPLIES & NEW PARTS
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                                                                           Pg. 1


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, DC  20549

                                  SCHEDULE 13G


                   Under the Securities Exchange Act of 1934
                               (Amendment No. 1)



                             Genuine Parts Company
                             ---------------------
                                (Name of Issuer)


                              Common Stock, $1 Par
                              --------------------
                         (Title of Class of Securities)


                                   372460105
                                   ---------
                                 (CUSIP Number)


Check the following box if a fee is being paid with this statement [_].  (A 
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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- -----------------------                                  ---------------------
  CUSIP NO. 372460105                  13G                 PAGE 2 OF 6 PAGES
- -----------------------                                  ---------------------

- --------------------------------------------------------------------------------
                 Name of Reporting Person
  1              S.S. or I.R.S. Identification No. of above person
 
                 NORTHERN TRUST CO. 36-1561860
                 NORTHERN TRUST BANK OF FLORIDA 36-2798553
                 NORTHERN TRUST CORPORATION 36-2723087
                 NORTHERN TRUST BANK OF ARIZONA 59-0258165
- --------------------------------------------------------------------------------
                 Check the appropriate box of a member of a group
  2
                 NOT APPLICABLE                                    (a) [_]
                                                                   (b) [_]
- --------------------------------------------------------------------------------
                 S.E.C. use only
  3


- --------------------------------------------------------------------------------
                 Citizenship or place of organization
  4
                 NORTHERN TRUST CORPORATION--A DELAWARE CORPORATION WITH 
                 PRINCIPAL OFFICES IN CHICAGO, ILLINOIS
- --------------------------------------------------------------------------------
                     Sole Voting Power
                 5
   NUMBER OF
                         7,140,356
    SHARES     -----------------------------------------------------------------
                     Shared Voting Power
 BENEFICIALLY    6

   OWNED BY                 32,751
               -----------------------------------------------------------------
     EACH            Sole Dispositive Power
                 7
   REPORTING
                           697,217
    PERSON     -----------------------------------------------------------------
                     Shared Dispositive Power
     WITH        8
                 
                           246,955
- --------------------------------------------------------------------------------
      Aggregate amount beneficially owned by each reporting person
  9

          7,333,814
- --------------------------------------------------------------------------------
      Check box if the aggregate amount in Row (9) excludes certain shares.
 10

          NOT APPLICABLE
- --------------------------------------------------------------------------------
      Percent of class represented by amount in Row 9
 11

                 5.95
- --------------------------------------------------------------------------------
      Type of reporting person
 12

          NORTHERN TRUST CORPORATION  HC
- --------------------------------------------------------------------------------
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                                                                           Pg. 3


                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

            SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934

Check the following box if a fee is being paid with statement [_].

1. (a)  Genuine Parts Company
        ---------------------
        (Name of Issuer)

   (b)  2999 Circle 75 Parkway, Atlanta, Ga. 30339
        ------------------------------------------
        (Address of Issuer's Principal Executive Office)

2. (a)  Northern Trust Corporation
        --------------------------
        (Name of Person Filing)

   (b)  50 South LaSalle Street, Chicago, Illinois 60675
        ------------------------------------------------
        (Address of Person Filing)

   (c)  U.S. (Delaware Corporation)
        ---------------------------
        (Citizenship)

   (d)  Common Stock, $1 Par
        --------------------
        (Title of Class of Securities)

   (e)  372460105
        ---------
        (CUSIP Number)

3. This statement is being filed by Northern Trust Corporation as a Parent
   Holding Company in accordance with S240.13d-1(b) (1) (ii) (G).

4. (a)  7,333,814
        (Amount Beneficially Owned)

   (b)  5.95
        (Percent of Class)

   (c)  Number of shares as to which such person has:

        (i)         7,140,356
                    ---------
              (Sole Power to Vote or to Direct the Vote)

        (ii)           32,751
                       ------
              (Shared Power to Vote or to Direct the Vote)

        (iii)         697,217
                      -------
              (Sole Power to Dispose or Direct Disposition)

        (iv)          246,955
                      -------
              (Shared Power to Dispose or Direct Disposition)
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                                                                           Pg. 4




5.  If this statement is being filed to report the fact that as of the date
    hereof the reporting person has ceased to be the beneficial owner of more
    than 5 percent of the class of securities, check the following: [_]

6.  Statement regarding ownership of 5 percent or more on behalf of another
    person:









7.  Parent Holding Company reporting on behalf of the following subsidiaries,
    all of which are banks as defined in Section 3(a) (6) of the Act:

    The Northern Trust Company       Northern Trust Bank of Arizona
    50 South LaSalle Street          2398 East Camelback Road
    Chicago, IL  60675               Phoenix, AZ  85016

    Northern Trust Bank of Florida N.A.
    700 Brickell Avenue
    Miami, FL  33131

8.  Identification and Classification of Members of the Group.

                                 Not Applicable.

9.  Notice of Dissolution of Group.

                                 Not Applicable.

10. By signing below I certify that, to the best of my knowledge and belief, the
    securities referred to above were acquired in the ordinary course of
    business and were not acquired for the purpose of and do not have the effect
    of changing or influencing the control of the issuer of such securities and
    were not acquired in connection with or as a participant in any transaction
    having such purpose or effect.
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                                                                           Pg. 5



   After reasonable inquiry and to the best of my knowledge and belief, I
   certify that the information set forth in this statement is true, complete
   and correct.


                                       NORTHERN TRUST CORPORATION


                                       By:  Perry R. Pero
                                            -------------

DATED:  2-14-95                        As its:  Sr. Executive Vice President
        -------                                 ----------------------------
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                                                                           Pg. 6

                            EXHIBIT TO SCHEDULE 13G
                      FILED BY NORTHERN TRUST CORPORATION


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549-1004
Attention: Filing Desk, Stop 1-4

                           RE: Genuine Parts Company
                              ----------------------

   Pursuant to the requirement of 240.13d-1(e) (1) (iii), this exhibit shall
constitute our written agreement that the Schedule 13G to which this exhibit is
attached is filed on behalf of Northern Trust Corporation and of its
subsidiary(ies), as stated below, regarding our respective beneficial ownership
in the above-captioned equity security.

                                     NORTHERN TRUST CORPORATION


                                     By:  Perry R. Pero
                                          -------------

DATED:  2-14-95                      As its:  Sr. Executive Vice President
        -------                               ----------------------------


The NORTHERN TRUST COMPANY

By: Perry R. Pero
- -----------------
As its Sr. Executive Vice President
      -----------------------------

THE NORTHERN TRUST BANK OF ARIZONA, NA
THE NORTHERN TRUST BANK OF FLORIDA, NA

By: Barry G. Hastings
- ---------------------
As its Authorized Representative
      --------------------------



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