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 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Taylor James
 2. Date of Event Requiring Statement (Month/Day/Year)
10/11/2010		 3. Issuer Name and Ticker or Trading Symbol
AMP Holding Inc. [AMPD]
(Last)
(First)
(Middle)
C/O AMP HOLDING INC., 4540 ALPINE AVENUE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO and Vice-Chairman
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BLUE ASH, OH 45242		 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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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
Stock Options 10/11/2010(1) 10/11/2015(1) Common Stock,Par Value $0.001 325,000 $ 0.68 D  
Stock Options 12/08/2010(2) 12/08/2020(2) Common Stock,Par Value $0.001 1,200,000 $ 0.72 D  
Common Stock Purchase Warrant 12/08/2010 12/08/2015 Common Stock,Par Value $0.001 600,000 $ 2 D  
Stock Options 05/25/2011(3) 05/25/2016(3) Common Stock, Par Value $0.001 500,000 $ 0.6 D  
Common Stock Purchase Warrant 05/25/2011 05/25/2016 Common Stock, Par Value $0.001 500,000 $ 2 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Taylor James
C/O AMP HOLDING INC.
4540 ALPINE AVENUE
BLUE ASH, OH 45242		   X     CEO and Vice-Chairman  

Signatures

/s/James E. Taylor 05/31/2011
**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) 75,000 of the options vested on October 10, 2010 and 50,000 shall vest every six (6) months thereafter.
(2) The 1,200,000 in stock options granted on December 28, 2010 vest in equal annual installments starting on the date of the grant and on the anniversary of the grant for two years thereafter and are exercisable for ten years from the grant date.
(3) The 500,000 in stock options granted on May 25, 2011 vest at the rate of 125,000 shares every six months commencing on the six month anniversary of the date of the Option.

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