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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Paresi Joseph
 2. Date of Event Requiring Statement (Month/Day/Year)
12/08/2010		 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
_____ Officer (give title below) _____ Other (specify below)
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)
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
Stock Options 12/08/2010(1) 12/08/2015(1) Common Stock, Par Value $0.001 500,000 $ 0.72 D  
Common Stock Purchase Warrant 12/08/2010 12/08/2015 Common Stock, Par Value $0.001 500,000 $ 2 D  
Stock Options 05/25/2011(2) 05/25/2016(2) 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  
Stock Options 05/25/2011(3) 05/25/2016(3) Common Stock, Par Value $0.001 1,000,000 $ 0.6 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Paresi Joseph
C/O AMP HOLDING INC.
4540 ALPINE AVENUE
BLUE ASH, OH 45242		   X      

Signatures

/s/ Joseph S. Paresi 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) The 500,000 in stock options granted on December 28, 2010 vest at the rate of 125,000 immediately and 75,000 every six months thereafter.
(2) 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.
(3) The 1,000,000 in stock options granted on May 25, 2011 vest at the rate of 250,000 shares every six months commencing on the six month anniversary of the date of the Option.

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.