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, Section 17(a) of the Public Utility Holding Company Act of 1935 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	Â
Stock Options	12/08/2010(2)	12/08/2020(2)	Common Stock,Par Value $0.001	1,200,000	$ 0.72	D	Â
Common Stock Purchase Warrant	12/08/2010	12/08/2015	Common Stock,Par Value $0.001	600,000	$ 2	D	Â
Stock Options	05/25/2011(3)	05/25/2016(3)	Common Stock, Par Value $0.001	500,000	$ 0.6	D	Â
Common Stock Purchase Warrant	05/25/2011	05/25/2016	Common Stock, Par Value $0.001	500,000	$ 2	D	Â

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	Â	  CEO and Vice-Chairman	Â

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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