Registration No. 333-

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 16, 1997
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------

                       MOTORCAR PARTS & ACCESSORIES, INC.
             (Exact name of registrant as specified in its charter)

           NEW YORK                                              11-2153962
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

2727 MARICOPA STREET, TORRANCE, CALIFORNIA                          90503
 (Address of Principal Executive Offices)                         (Zip Code)

                  1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                             1996 STOCK OPTION PLAN
                            (Full title of the plans)

                            RICHARD MARKS, PRESIDENT
                       MOTORCAR PARTS & ACCESSORIES, INC.
                         2727 MARICOPA STREET, TORRANCE,
                           CALIFORNIA 90503 (Name and
                          address of agent for service)

                                  310-212-7910
          (Telephone number, including area code, of agent for service)

                                 WITH A COPY TO:

                               GARY J. SIMON, ESQ.
                       PARKER CHAPIN FLATTAU & KIMPL, LLP
                           1211 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10036
                                 (212) 704-6374

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================
Title of Securities   Amount to Be   Proposed Maximum Offering      Proposed Maximum              Amount of
to Be Registered      Registered(1)      Price per Share(2)    Aggregate Offering Price(2)  Registration Fee(2)
--------------------------------------------------------------------------------------------------------------------
<S>                   <C>                  <C>                       <C>                        <C>      
Common Stock, par     4,500 shares         $   8.125                 $    36,563                $   11.08
value $.01 per share  3,000 shares            19.125                      57,375                    17.39
                      7,500 shares            19.5625                    146,719                    44.46
--------------------------------------------------------------------------------------------------------------------
Common Stock, par     15,000 shares        $   13.44                 $   201,600                $   61.09
value $.01 per share  15,000 shares           19.5625                    293,438                    88.92
--------------------------------------------------------------------------------------------------------------------
              TOTAL   45,000 shares                                  $   735,695                $  222.94
====================================================================================================================
</TABLE>

(1)        Pursuant to Rule 416(b),  there shall also be deemed  covered  hereby
           such   additional   securities  as  may  result  from   anti-dilution
           adjustments under the 1996 Stock Option Plan.
(2)        Estimated  solely for the purpose of calculating the registration fee
           on the  basis  of,  pursuant  to Rule  457(h):  (i) with  respect  to
           outstanding   options  to  purchase   4,500  shares  under  the  1994
           Non-Employee  Director  Stock  Option  Plan (the  "1994  Plan"),  the
           exercise  price  thereof of $8.125 per  share;  (ii) with  respect to
           outstanding options to purchase 3,000 shares under the 1994 Plan, the
           exercise  prise  thereof of $19.125 per share;  (iii) with respect to
           outstanding  options to purchase  15,000  shares under the 1996 Stock
           Option Plan (the "1996 Plan"),  the exercise  price thereof of $13.44
           per share; and (iv) the average of the bid and asked prices per share
           of the  registrant's  Common Stock on the Nasdaq  National  Market on
           October  13,  1997 with  respect  to the  remaining  7,500 and 15,000
           shares subject to future grant under the 1994 Plan and the 1996 Plan,
           respectively.


<PAGE>



                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

           The  following  documents  heretofore  filed by the Company  with the
Securities and Exchange  Commission (File No. 0-23538) pursuant to Section 13(a)
of the Securities  Exchange Act of 1934 (the "1934 Act") are incorporated herein
by  reference:  the Company's (a) Annual Report on Form 10-K for the fiscal year
ended March 31, 1997,  as amended on  Amendment  No. 1 on Form 10-K/A filed July
29, 1997 and as amended on Amendment No. 2 on Form 10-K/A filed August 11, 1997;
(b) the  Quarterly  Report on Form 10-Q for the  fiscal  quarter  ended June 30,
1997;  and (c) the  description of the Company's  Common Stock  contained in the
Company's  Registration  Statement  on Form 8-A filed on March 2, 1994 under the
1934 Act,  including  any  amendment or report filed for the purpose of updating
such description.

           All  documents  filed  subsequent  to the  date of this  Registration
Statement pursuant to Sections 13(a),  13(c), 14 or 15(d) of the 1934 Act, prior
to the filing of a post-effective  amendment which indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  Registration
Statement and to be a part hereof from the date of the filing of such documents.
Any statement contained in a document  incorporated or deemed to be incorporated
herein by reference  shall be deemed to be modi fied or superseded  for purposes
of this Registration  Statement to the extent that a statement  contained herein
or in any other  subsequently  filed  document  which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

           Not Applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not Applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           Section  722 of the  New  York  Business  Corporation  Law  ("NYBCL")
permits,  in general,  a New York  corporation  to indemnify any person made, or
threatened  to be made, a party to an action or proceeding by reason of the fact
that he or she was a director or officer of the  corporation,  or served another
entity in any capacity at the request of the corporation,  against any judgment,
fines, amounts paid in settlement and reasonable expenses,  including attorney's
fees actually and necessarily incurred as a result of such action or proceeding,
or any appeal therein,  if such person acted in good faith,  for a purpose he or
she reasonably believed to be in, or, in the case of service for another entity,
not opposed to, the best interests of the corporation  and, in criminal  actions
or proceedings, in


                                       -2-

<PAGE>



addition  had no  reasonable  cause  to  believe  that  his or her  conduct  was
unlawful.  Section 723 of the NYBCL permits the corporation to pay in advance of
a final  disposition  of such  action or  proceeding  the  expenses  incurred in
defending  such action or  proceeding  upon receipt of an  undertaking  by or on
behalf of the  director  or officer to repay such  amount as, and to the extent,
required by statute.  Section 721 of the NYBCL provides that indemnification and
advancement  of expense  provisions  contained  in the NYBCL shall not be deemed
exclusive of any rights to which a director or officer  seeking  indemnification
or advancement of expenses may be entitled,  provided no indemnification  may be
made on  behalf  of any  director  or  officer  if a  judgment  or  other  final
adjudication adverse to the director or officer establishes that his or her acts
were  committed  in bad  faith or were  the  result  of  active  and  deliberate
dishonesty and were material to the cause of action so  adjudicated,  or that he
or she personally  gained in fact a financial profit or other advantage to which
he or she was not legally entitled.

           Article   Seventh   of  the   Company's   Restated   Certificate   of
Incorporation,  as amended (the "Certificate of  Incorporation"),  provides,  in
general,  that the Company may  indemnify,  to the fullest  extent  permitted by
applicable law, every person  threatened to be made a party to any action,  suit
or  proceeding  by reason of the fact that such  person is or was an  officer or
director or was  serving at the  request of the Company as a director,  officer,
employee, agent or trustee of another corporation,  business, partnership, joint
venture,  trust,  employee benefit plan, or other enterprise,  against expenses,
judgments,  fines and amounts paid in settlement in connection with such suit or
proceeding.  Article Seventh of the Certificate of  Incorporation  also provides
that the  Company  may  indemnify  and  advance  expenses  to those  persons  as
authorized  by   resolutions  of  a  majority  of  the  Board  of  Directors  or
shareholders,  agreement,  directors' or officers' liability insurance policies,
or any other form of indemnification agreement.

           In   accordance   with  that   provision   of  the   Certificate   of
Incorporation,  the Company shall  indemnify any officer or director  (including
officers and directors serving another corporation,  partnership, joint venture,
trust,  employee  benefit  plan  or  other  enterprise  in any  capacity  at the
Company's  request)  made,  or  threatened  to be made,  a party to an action or
proceeding (whether civil, criminal,  administrative or investigative) by reason
of the  fact  that he or she was  serving  in any of  those  capacities  against
judgments,  fines, amounts paid in settlement and reasonable expenses (including
attorney's   fees)   incurred  as  a  result  of  such  action  or   proceeding.
Indemnification  would not be available under Article Seventh of the Certificate
of  Incorporation  if a judgment  or other  final  adjudication  adverse to such
director or officer  establishes  that (i) his or her acts were committed in bad
faith or were the  result of active and  deliberate  dishonesty  and,  in either
case,  were  material to the cause of action so  adjudicated,  or (ii) he or she
personally  gained in fact a financial  profit or other advantage to which he or
she  was  not  legally   entitled.   Article   Seventh  of  the  Certificate  of
Incorporation further stipulates that the rights granted therein are contractual
in nature.

           Each   officer   and   director   of  the  Company  is  party  to  an
Indemnification  Agreement dated September 25, 1997, which contains, among other
things,  provisions whereby,  subject to the terms of the Agreement, the Company
shall  indemnify such officer or director if the officer or director is made, or
threatened  to be made,  a party to any  action or  proceeding,  whether  civil,
criminal,  administrative or investigative,  including one by or in the right of
the  Company or by or in the right of any other  entity  which  such  officer or
director served in any capacity at the request of the


                                       -3-

<PAGE>



Company by reason of the fact that such officer or director is or was an officer
or director of the Company or served  another  entity in any  capacity,  against
judgments, fines, amounts paid in settlement and reasonable expenses,  including
attorneys'  fees,  incurred  as a  result  of such  action  or  appeal  therein.
Indemnification  would not be  available  under the  Agreement  if a judgment or
other final  adjudication  adverse to such officer or director  establishes that
(i) his or her acts were committed in bad faith or were the result of active and
deliberate  dishonesty and, in either case, were material to the cause of action
so adjudicated,  or (ii) he or she personally  gained in fact a financial profit
or other advantage to which he or she was not legally entitled.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           Not Applicable.

ITEM 8.    EXHIBITS.

              Exhibit
              Number

               4.01           Restated   Certificate  of  Incorporation  of  the
                              Company as filed with the  Department  of State of
                              the  State  of  New  York  on  January   25,  1994
                              (Incorporated  by  reference to Exhibit 3.1 to the
                              Company's  Registration  Statement  on Form  SB-2,
                              File No. 33-74528 (the "Registration Statement")).

               4.02           By-Laws of the Company  (Incorporated by reference
                              to Exhibit 3.2 to the Registration Statement).

               4.03           1996 Stock Option Plan.

               4.04           1994  Non-Employee   Director  Stock  Option  Plan
                              (Incorporated  by  reference to Exhibit 4.5 to the
                              Company's  Annual  Report on Form  10-KSB  for the
                              fiscal year ended March 31, 1995).

               5.01           Opinion  and  consent of Parker  Chapin  Flattau &
                              Klimpl,  LLP,  counsel to the  Company,  as to the
                              legality of the securities being offered.

               23.01          Consent of Richard A. Eisner & Company, LLP.

               23.02          Consent  of Parker  Chapin  Flattau & Klimpl,  LLP
                              (contained in Exhibit 5.01).

               24.01          Power of Attorney (contained in the signature page
                              to this registration statement).



                                       -4-

<PAGE>



ITEM 9.    UNDERTAKINGS.

           The undersigned registrant hereby undertakes:

           (1) To file,  during  any  period in which  offers or sales are being
made, a post-effective amendment to this registration statement:

                      (i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

                      (ii) To  reflect  in the  prospectus  any  facts or events
arising  after the  effective  date of the  registration  statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was  registered)  and any deviation  from the low or
high and of the estimated maximum offering range may be reflected in the form of
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the  changes in volume and price  represent  no more than 20 percent
change in the maximum aggregate  offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.

                      (iii) To include any material  information with respect to
the plan of distribution not previously disclosed in the registration  statement
or any material change to such information in the registration statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

           (2) That,  for the purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

           (3)  To  remove  from  registration  by  means  of  a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

           (4)  If  the  registrant  is a  foreign  private  issuer,  to  file a
post-effective  amendment to the registration statement to include any financial
statements  required  by Rule 3-19 of this  chapter at the start of any  delayed
offering  or  throughout  a  continuous   offering.   Financial  statements  and
information  otherwise  required  by  Section  10(a)(3)  of the Act  need not be
furnished, provided, that the registrant includes in the prospectus, by means of
a  post-effective  amendment,  financial  statements  required  pursuant to this
paragraph (a)(4) and other information necessary to ensure that


                                       -5-

<PAGE>



all other  information  in the  prospectus is at least as current as the date of
those  financial  statements.  Notwithstanding  the  foregoing,  with respect to
registration  statements  on Form F-3, a  post-effective  amendment  need not be
filed to  include  financial  statements  and  information  required  by Section
10(a)(3) of the Act or Rule 3-19 of this  chapter if such  financial  statements
and information are contained in periodic reports filed with or furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange Act of 1934 that are  incorporated by reference in the Form
F-3.

           The undersigned  registrant  hereby  undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

           Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.




                                       -6-

<PAGE>



                                   SIGNATURES

               Pursuant to the  requirements  of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of New  York,  State of New  York,  on the 25th day of
September, 1997.

                                              MOTORCAR PARTS & ACCESSORIES, INC.

                                              By:  /S/ MEL MARKS
                                                 -------------------------------
                                                  Mel Marks
                                                  Chairman of the Board and
                                                   Chief Executive Officer

                                POWER OF ATTORNEY

           KNOW ALL MEN BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes and appoints Mel Marks and Richard Marks, and each of
them, his true and lawful  attorneys-in-fact and agents, each acting alone, with
full powers of substitution and  resubstitution,  for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including,
without limitation,  post-effective  amendments) to this Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in and about the  premises,  as fully to all intents and purposes as he might or
could  do in  person,  and  hereby  ratifies  and  confirms  all  that  his said
attorneys-in-fact   and  agents,   each  acting  alone,  or  his  substitute  or
substitutes, may lawfully do or cause to be done by virtue thereof.

           Pursuant to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated.

SIGNATURE                      TITLE                  

/S/ MEL MARKS            Chairman of the Board and          September 25, 1997
----------------------   Chief Executive Officer  
  Mel Marks                 


/S/ RICHARD MARKS        President and Chief Operating      September 25, 1997
----------------------   Officer                      
  Richard Marks          


   /S/ PETER BROMBERG    Chief Financial Officer            September 25, 1997
----------------------               
  Peter Bromberg                     
                                     
                                     
   /S/ KAREN BRENNER     Director                           September 25, 1997
----------------------               
  Karen Brenner                      
                                     
                                     
   /S/ SELWYN JOFFE      Director                           September 25, 1997
----------------------               
  Selwyn Joffe                       
                                     
                                     
   /S/ MEL MOSKOWITZ     Director                           September 25, 1997
----------------------
  Mel Moskowitz                    


 /S/ MURRAY ROSENZWEIG   Director                           September 25, 1997
----------------------
  Murray Rosenzweig
  


   /S/ GARY SIMON        Director                           September 25, 1997
----------------------
  Gary Simon



                                       -7-

<PAGE>


                                  EXHIBIT INDEX

 Exhibit
  Number                                                              Page No.
  ------                                                              --------

    4.01       Restated  Certificate of  Incorporation  of the
               Company as filed with the  Department  of State
               of the State of New York on  January  25,  1994
               (Incorporated  by  reference  to Exhibit 3.1 to
               the  Company's  Registration  Statement on Form
               SB-2,  File  No.  33-74528  (the  "Registration
               Statement")).

    4.02       By-Laws  of  the   Company   (Incorporated   by
               reference  to Exhibit 3.2 to the Regis  tration
               Statement).

    4.03       1996 Stock Option Plan.

    4.04       1994  Non-Employee  Director  Stock Option Plan
               (Incorporated  by  reference  to Exhibit 4.5 to
               the Company's  Annual Report on Form 10-KSB for
               the fiscal year ended March 31, 1995).

    5.01       Opinion and consent of Parker Chapin  Flattau &
               Klimpl,  counsel  to  the  Company,  as to  the
               legality of the securities being offered.

    23.01      Consent of Richard A. Eisner & Company, LLP.

    23.02      Consent  of  Parker  Chapin  Flattau  &  Klimpl
               (contained in Exhibit 5.01)

    24.01      Power of Attorney  (contained  in the signature
               page to this registration statement).



                                       -8-
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{"company-data": {"conformed-name": "MOTORCAR PARTS & ACCESSORIES INC", "cik": "0000918251", "assigned-sic": "3690", "irs-number": "112153962", "state-of-incorporation": "NY", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38069", "film-number": "97697052"}, "business-address": {"street1": "2727 MARICOPA ST", "city": "TORRANCE", "state": "CA", "zip": "90503", "phone": "3102127910"}, "mail-address": {"street1": "2727 MARICOPA ST", "city": "TORRANCE", "state": "CA", "zip": "90503"}}
Registration No. 333-

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 16, 1997
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------

                       MOTORCAR PARTS & ACCESSORIES, INC.
             (Exact name of registrant as specified in its charter)

           NEW YORK                                              11-2153962
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

2727 MARICOPA STREET, TORRANCE, CALIFORNIA                          90503
 (Address of Principal Executive Offices)                         (Zip Code)

                  1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                             1996 STOCK OPTION PLAN
                            (Full title of the plans)

                            RICHARD MARKS, PRESIDENT
                       MOTORCAR PARTS & ACCESSORIES, INC.
                         2727 MARICOPA STREET, TORRANCE,
                           CALIFORNIA 90503 (Name and
                          address of agent for service)

                                  310-212-7910
          (Telephone number, including area code, of agent for service)

                                 WITH A COPY TO:

                               GARY J. SIMON, ESQ.
                       PARKER CHAPIN FLATTAU & KIMPL, LLP
                           1211 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10036
                                 (212) 704-6374

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
Title of Securities   Amount to Be   Proposed Maximum Offering      Proposed Maximum              Amount of
to Be Registered      Registered(1)      Price per Share(2)    Aggregate Offering Price(2)  Registration Fee(2)
--------------------------------------------------------------------------------------------------------------------
Common Stock, par     4,500 shares         $   8.125                 $    36,563                $   11.08
value $.01 per share  3,000 shares            19.125                      57,375                    17.39
                      7,500 shares            19.5625                    146,719                    44.46
--------------------------------------------------------------------------------------------------------------------
Common Stock, par     15,000 shares        $   13.44                 $   201,600                $   61.09
value $.01 per share  15,000 shares           19.5625                    293,438                    88.92
--------------------------------------------------------------------------------------------------------------------
              TOTAL   45,000 shares                                  $   735,695                $  222.94
====================================================================================================================
(1)        Pursuant to Rule 416(b),  there shall also be deemed  covered  hereby
           such   additional   securities  as  may  result  from   anti-dilution
           adjustments under the 1996 Stock Option Plan.
(2)        Estimated  solely for the purpose of calculating the registration fee
           on the  basis  of,  pursuant  to Rule  457(h):  (i) with  respect  to
           outstanding   options  to  purchase   4,500  shares  under  the  1994
           Non-Employee  Director  Stock  Option  Plan (the  "1994  Plan"),  the
           exercise  price  thereof of $8.125 per  share;  (ii) with  respect to
           outstanding options to purchase 3,000 shares under the 1994 Plan, the
           exercise  prise  thereof of $19.125 per share;  (iii) with respect to
           outstanding  options to purchase  15,000  shares under the 1996 Stock
           Option Plan (the "1996 Plan"),  the exercise  price thereof of $13.44
           per share; and (iv) the average of the bid and asked prices per share
           of the  registrant's  Common Stock on the Nasdaq  National  Market on
           October  13,  1997 with  respect  to the  remaining  7,500 and 15,000
           shares subject to future grant under the 1994 Plan and the 1996 Plan,
           respectively.
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

           The  following  documents  heretofore  filed by the Company  with the
Securities and Exchange  Commission (File No. 0-23538) pursuant to Section 13(a)
of the Securities  Exchange Act of 1934 (the "1934 Act") are incorporated herein
by  reference:  the Company's (a) Annual Report on Form 10-K for the fiscal year
ended March 31, 1997,  as amended on  Amendment  No. 1 on Form 10-K/A filed July
29, 1997 and as amended on Amendment No. 2 on Form 10-K/A filed August 11, 1997;
(b) the  Quarterly  Report on Form 10-Q for the  fiscal  quarter  ended June 30,
1997;  and (c) the  description of the Company's  Common Stock  contained in the
Company's  Registration  Statement  on Form 8-A filed on March 2, 1994 under the
1934 Act,  including  any  amendment or report filed for the purpose of updating
such description.

           All  documents  filed  subsequent  to the  date of this  Registration
Statement pursuant to Sections 13(a),  13(c), 14 or 15(d) of the 1934 Act, prior
to the filing of a post-effective  amendment which indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  Registration
Statement and to be a part hereof from the date of the filing of such documents.
Any statement contained in a document  incorporated or deemed to be incorporated
herein by reference  shall be deemed to be modi fied or superseded  for purposes
of this Registration  Statement to the extent that a statement  contained herein
or in any other  subsequently  filed  document  which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

           Not Applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not Applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           Section  722 of the  New  York  Business  Corporation  Law  ("NYBCL")
permits,  in general,  a New York  corporation  to indemnify any person made, or
threatened  to be made, a party to an action or proceeding by reason of the fact
that he or she was a director or officer of the  corporation,  or served another
entity in any capacity at the request of the corporation,  against any judgment,
fines, amounts paid in settlement and reasonable expenses,  including attorney's
fees actually and necessarily incurred as a result of such action or proceeding,
or any appeal therein,  if such person acted in good faith,  for a purpose he or
she reasonably believed to be in, or, in the case of service for another entity,
not opposed to, the best interests of the corporation  and, in criminal  actions
or proceedings, in

                                       -2-
addition  had no  reasonable  cause  to  believe  that  his or her  conduct  was
unlawful.  Section 723 of the NYBCL permits the corporation to pay in advance of
a final  disposition  of such  action or  proceeding  the  expenses  incurred in
defending  such action or  proceeding  upon receipt of an  undertaking  by or on
behalf of the  director  or officer to repay such  amount as, and to the extent,
required by statute.  Section 721 of the NYBCL provides that indemnification and
advancement  of expense  provisions  contained  in the NYBCL shall not be deemed
exclusive of any rights to which a director or officer  seeking  indemnification
or advancement of expenses may be entitled,  provided no indemnification  may be
made on  behalf  of any  director  or  officer  if a  judgment  or  other  final
adjudication adverse to the director or officer establishes that his or her acts
were  committed  in bad  faith or were  the  result  of  active  and  deliberate
dishonesty and were material to the cause of action so  adjudicated,  or that he
or she personally  gained in fact a financial profit or other advantage to which
he or she was not legally entitled.

           Article   Seventh   of  the   Company's   Restated   Certificate   of
Incorporation,  as amended (the "Certificate of  Incorporation"),  provides,  in
general,  that the Company may  indemnify,  to the fullest  extent  permitted by
applicable law, every person  threatened to be made a party to any action,  suit
or  proceeding  by reason of the fact that such  person is or was an  officer or
director or was  serving at the  request of the Company as a director,  officer,
employee, agent or trustee of another corporation,  business, partnership, joint
venture,  trust,  employee benefit plan, or other enterprise,  against expenses,
judgments,  fines and amounts paid in settlement in connection with such suit or
proceeding.  Article Seventh of the Certificate of  Incorporation  also provides
that the  Company  may  indemnify  and  advance  expenses  to those  persons  as
authorized  by   resolutions  of  a  majority  of  the  Board  of  Directors  or
shareholders,  agreement,  directors' or officers' liability insurance policies,
or any other form of indemnification agreement.

           In   accordance   with  that   provision   of  the   Certificate   of
Incorporation,  the Company shall  indemnify any officer or director  (including
officers and directors serving another corporation,  partnership, joint venture,
trust,  employee  benefit  plan  or  other  enterprise  in any  capacity  at the
Company's  request)  made,  or  threatened  to be made,  a party to an action or
proceeding (whether civil, criminal,  administrative or investigative) by reason
of the  fact  that he or she was  serving  in any of  those  capacities  against
judgments,  fines, amounts paid in settlement and reasonable expenses (including
attorney's   fees)   incurred  as  a  result  of  such  action  or   proceeding.
Indemnification  would not be available under Article Seventh of the Certificate
of  Incorporation  if a judgment  or other  final  adjudication  adverse to such
director or officer  establishes  that (i) his or her acts were committed in bad
faith or were the  result of active and  deliberate  dishonesty  and,  in either
case,  were  material to the cause of action so  adjudicated,  or (ii) he or she
personally  gained in fact a financial  profit or other advantage to which he or
she  was  not  legally   entitled.   Article   Seventh  of  the  Certificate  of
Incorporation further stipulates that the rights granted therein are contractual
in nature.

           Each   officer   and   director   of  the  Company  is  party  to  an
Indemnification  Agreement dated September 25, 1997, which contains, among other
things,  provisions whereby,  subject to the terms of the Agreement, the Company
shall  indemnify such officer or director if the officer or director is made, or
threatened  to be made,  a party to any  action or  proceeding,  whether  civil,
criminal,  administrative or investigative,  including one by or in the right of
the  Company or by or in the right of any other  entity  which  such  officer or
director served in any capacity at the request of the

                                       -3-
Company by reason of the fact that such officer or director is or was an officer
or director of the Company or served  another  entity in any  capacity,  against
judgments, fines, amounts paid in settlement and reasonable expenses,  including
attorneys'  fees,  incurred  as a  result  of such  action  or  appeal  therein.
Indemnification  would not be  available  under the  Agreement  if a judgment or
other final  adjudication  adverse to such officer or director  establishes that
(i) his or her acts were committed in bad faith or were the result of active and
deliberate  dishonesty and, in either case, were material to the cause of action
so adjudicated,  or (ii) he or she personally  gained in fact a financial profit
or other advantage to which he or she was not legally entitled.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           Not Applicable.

ITEM 8.    EXHIBITS.

              Exhibit
              Number

               4.01           Restated   Certificate  of  Incorporation  of  the
                              Company as filed with the  Department  of State of
                              the  State  of  New  York  on  January   25,  1994
                              (Incorporated  by  reference to Exhibit 3.1 to the
                              Company's  Registration  Statement  on Form  SB-2,
                              File No. 33-74528 (the "Registration Statement")).

               4.02           By-Laws of the Company  (Incorporated by reference
                              to Exhibit 3.2 to the Registration Statement).

               4.03           1996 Stock Option Plan.

               4.04           1994  Non-Employee   Director  Stock  Option  Plan
                              (Incorporated  by  reference to Exhibit 4.5 to the
                              Company's  Annual  Report on Form  10-KSB  for the
                              fiscal year ended March 31, 1995).

               5.01           Opinion  and  consent of Parker  Chapin  Flattau &
                              Klimpl,  LLP,  counsel to the  Company,  as to the
                              legality of the securities being offered.

               23.01          Consent of Richard A. Eisner & Company, LLP.

               23.02          Consent  of Parker  Chapin  Flattau & Klimpl,  LLP
                              (contained in Exhibit 5.01).

               24.01          Power of Attorney (contained in the signature page
                              to this registration statement).

                                       -4-
ITEM 9.    UNDERTAKINGS.

           The undersigned registrant hereby undertakes:

           (1) To file,  during  any  period in which  offers or sales are being
made, a post-effective amendment to this registration statement:

                      (i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;

                      (ii) To  reflect  in the  prospectus  any  facts or events
arising  after the  effective  date of the  registration  statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was  registered)  and any deviation  from the low or
high and of the estimated maximum offering range may be reflected in the form of
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the  changes in volume and price  represent  no more than 20 percent
change in the maximum aggregate  offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.

                      (iii) To include any material  information with respect to
the plan of distribution not previously disclosed in the registration  statement
or any material change to such information in the registration statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the registrant  pursuant to Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

           (2) That,  for the purpose of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

           (3)  To  remove  from  registration  by  means  of  a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

           (4)  If  the  registrant  is a  foreign  private  issuer,  to  file a
post-effective  amendment to the registration statement to include any financial
statements  required  by Rule 3-19 of this  chapter at the start of any  delayed
offering  or  throughout  a  continuous   offering.   Financial  statements  and
information  otherwise  required  by  Section  10(a)(3)  of the Act  need not be
furnished, provided, that the registrant includes in the prospectus, by means of
a  post-effective  amendment,  financial  statements  required  pursuant to this
paragraph (a)(4) and other information necessary to ensure that

                                       -5-
all other  information  in the  prospectus is at least as current as the date of
those  financial  statements.  Notwithstanding  the  foregoing,  with respect to
registration  statements  on Form F-3, a  post-effective  amendment  need not be
filed to  include  financial  statements  and  information  required  by Section
10(a)(3) of the Act or Rule 3-19 of this  chapter if such  financial  statements
and information are contained in periodic reports filed with or furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange Act of 1934 that are  incorporated by reference in the Form
F-3.

           The undersigned  registrant  hereby  undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

           Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       -6-
SIGNATURES

               Pursuant to the  requirements  of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of New  York,  State of New  York,  on the 25th day of
September, 1997.

                                              MOTORCAR PARTS & ACCESSORIES, INC.

                                              By:  /S/ MEL MARKS
                                                 -------------------------------
                                                  Mel Marks
                                                  Chairman of the Board and
                                                   Chief Executive Officer

                                POWER OF ATTORNEY

           KNOW ALL MEN BY THESE  PRESENTS,  that each  person  whose  signature
appears below  constitutes and appoints Mel Marks and Richard Marks, and each of
them, his true and lawful  attorneys-in-fact and agents, each acting alone, with
full powers of substitution and  resubstitution,  for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including,
without limitation,  post-effective  amendments) to this Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in and about the  premises,  as fully to all intents and purposes as he might or
could  do in  person,  and  hereby  ratifies  and  confirms  all  that  his said
attorneys-in-fact   and  agents,   each  acting  alone,  or  his  substitute  or
substitutes, may lawfully do or cause to be done by virtue thereof.

           Pursuant to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated.

SIGNATURE                      TITLE                  

/S/ MEL MARKS            Chairman of the Board and          September 25, 1997
----------------------   Chief Executive Officer  
  Mel Marks                 

/S/ RICHARD MARKS        President and Chief Operating      September 25, 1997
----------------------   Officer                      
  Richard Marks          

   /S/ PETER BROMBERG    Chief Financial Officer            September 25, 1997
----------------------               
  Peter Bromberg                     
                                     
                                     
   /S/ KAREN BRENNER     Director                           September 25, 1997
----------------------               
  Karen Brenner                      
                                     
                                     
   /S/ SELWYN JOFFE      Director                           September 25, 1997
----------------------               
  Selwyn Joffe                       
                                     
                                     
   /S/ MEL MOSKOWITZ     Director                           September 25, 1997
----------------------
  Mel Moskowitz                    

 /S/ MURRAY ROSENZWEIG   Director                           September 25, 1997
----------------------
  Murray Rosenzweig
  

   /S/ GARY SIMON        Director                           September 25, 1997
----------------------
  Gary Simon

                                       -7-
EXHIBIT INDEX

 Exhibit
  Number                                                              Page No.
  ------                                                              --------

    4.01       Restated  Certificate of  Incorporation  of the
               Company as filed with the  Department  of State
               of the State of New York on  January  25,  1994
               (Incorporated  by  reference  to Exhibit 3.1 to
               the  Company's  Registration  Statement on Form
               SB-2,  File  No.  33-74528  (the  "Registration
               Statement")).

    4.02       By-Laws  of  the   Company   (Incorporated   by
               reference  to Exhibit 3.2 to the Regis  tration
               Statement).

    4.03       1996 Stock Option Plan.

    4.04       1994  Non-Employee  Director  Stock Option Plan
               (Incorporated  by  reference  to Exhibit 4.5 to
               the Company's  Annual Report on Form 10-KSB for
               the fiscal year ended March 31, 1995).

    5.01       Opinion and consent of Parker Chapin  Flattau &
               Klimpl,  counsel  to  the  Company,  as to  the
               legality of the securities being offered.

    23.01      Consent of Richard A. Eisner & Company, LLP.

    23.02      Consent  of  Parker  Chapin  Flattau  &  Klimpl
               (contained in Exhibit 5.01)

    24.01      Power of Attorney  (contained  in the signature
               page to this registration statement).

                                       -8-