Registration No. 333-
    As filed with the Securities and Exchange Commission on January 14, 1998
--------------------------------------------------------------------------------


                       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 STOCK OPTION PLAN
                            (Full title of the plan)

                                  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 & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036
                                  212-704-6374


                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------


                                    Proposed       Proposed                     
                                     Maximum        Maximum    
       Title Of       Amount        Offering       Aggregate       Amount Of
    Securities To      To Be        Price Per      Offering      Registration
    Be Registered  Registered(1)    Share(2)       Price(2)         Fee(2)
--------------------------------------------------------------------------------
Common Stock,
par value $.01
per share         240,000 shares     $11.56       $2,774,400        $771.29
     TOTAL        240,000 shares                  $2,774,400        $771.29
--------------------------------------------------------------------------------


(1)      Pursuant to Rule 416(b), there also shall be deemed covered hereby such
         additional  securities  as may result  from  anti-dilution  adjustments
         under the 1994 Stock Option Plan.
(2)      Estimated solely for the purpose of calculating the registration fee on
         the basis of,  pursuant to Rule 457(c) and (h),  the average of the bid
         and asked  prices  per share of the  registrant's  Common  Stock on the
         Nasdaq  National  Market on January  11,  1999 with  respect to 240,000
         shares subject to future grant under the 1994 Stock Option Plan.      

<PAGE>



                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

         This Registration Statement on Form S-8 relates to shares of the Common
Stock,  par value $.01 per share  (the  "Common  Stock"),  of  Motorcar  Parts &
Accessories, Inc. (the "Registrant"), which may be issued under the Registrant's
1994 Stock Option Plan (the "Plan").  Pursuant to General  Instruction E of Form
S-8,  the  Registrant  hereby  incorporates  by  reference  the  contents of the
Registrant's  Registration  Statement  on  Form  S-8  (File  No.  333-18651)  as
previously filed with the Securities and Exchange  Commission,  covering 720,000
shares  of  Common  Stock  that  may  be  issued  pursuant  to  the  Plan.  This
Registration  Statement is being filed to register an additional  240,000 shares
of the Registrant's Common Stock subject to issuance under the Plan.


Item 8.  Exhibits

5.1      Opinion  of  Parker  Chapin  Flattau  & Klimpl,  LLP,  counsel  to  the
         Registrant, as to the legality of the securities being offered.

23.1     Consent of Richard A. Eisner & Company, LLP, Independent Auditors.

23.2     Consent  of Parker  Chapin  Flattau & Klimpl, LLP (contained in exhibit
         5.1).

24.1     Power of Attorney (contained in the signature page to this Registration
         Statement).

<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 30th day of
November, 1998.

                                          MOTORCAR PARTS & ACCESSORIES, INC.

                                          By: /s/ Mel Marks 
                                              ----------------------------------
                                              Mel Marks, 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 on the dates indicated.
<TABLE>
<CAPTION>


Signature                        Title                                       Date
---------                        -----                                       ----

<S>                           <C>                                        <C> 
/s/ Mel Marks                    Chairman of the Board of Directors          November 30, 1998
------------------------------   (principal executive officer)
Mel Marks                        

/s/ Richard Marks                President, Chief Operating Officer          November 30, 1998
------------------------------   and Director
Richard Marks                    

/s/ Peter Bromberg               Chief Financial Officer (principal          November 30, 1998
------------------------------   financial and accounting officer)
Peter Bromberg                   

/s/ Karen Brenner                Director                                    November 30, 1998
------------------------------
Karen Brenner
                                 Director                                    November   , 1998
------------------------------
Selwyn Joffe

/s/ Mel Moskowitz                Director                                    November 30, 1998
------------------------------
Mel Moskowitz

/s/ Murray Rosenzweig            Director                                    November 30, 1998
------------------------------
Murray Rosenzweig

/s/ Gary J. Simon                Secretary and Director                      November 30, 1998
------------------------------
Gary J. Simon

</TABLE>

<PAGE>

                                  EXHIBIT INDEX
Exhibit
Number 
                                                                        Page No.

  *5.1   Opinion  of  Parker  Chapin  Flattau & Klimpl,  LLP,  counsel  to the
         Company, as to the legality of the securities being offered.

 *23.1   Consent of Richard A. Eisner & Company, LLP, Independent Auditors.

 *23.2   Consent of Parker Chapin Flattau & Klimpl,  LLP (contained in Exhibit
         5.1).

 *24.1   Power  of   Attorney  ( contained  in  the  signature  page  to  this
         Registration Statement).

-------------------------------

*    Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "MOTORCAR PARTS & ACCESSORIES, INC.", "secsgml_size_bytes": 9016}]
{"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": "333-70571", "film-number": "99506406"}, "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 January 14, 1998
--------------------------------------------------------------------------------

                       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 STOCK OPTION PLAN
                            (Full title of the plan)

                                  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 & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 10036
                                  212-704-6374

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------

                                    Proposed       Proposed                     
                                     Maximum        Maximum    
       Title Of       Amount        Offering       Aggregate       Amount Of
    Securities To      To Be        Price Per      Offering      Registration
    Be Registered  Registered(1)    Share(2)       Price(2)         Fee(2)
--------------------------------------------------------------------------------
Common Stock,
par value $.01
per share         240,000 shares     $11.56       $2,774,400        $771.29
     TOTAL        240,000 shares                  $2,774,400        $771.29
--------------------------------------------------------------------------------

(1)      Pursuant to Rule 416(b), there also shall be deemed covered hereby such
         additional  securities  as may result  from  anti-dilution  adjustments
         under the 1994 Stock Option Plan.
(2)      Estimated solely for the purpose of calculating the registration fee on
         the basis of,  pursuant to Rule 457(c) and (h),  the average of the bid
         and asked  prices  per share of the  registrant's  Common  Stock on the
         Nasdaq  National  Market on January  11,  1999 with  respect to 240,000
         shares subject to future grant under the 1994 Stock Option Plan.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

         This Registration Statement on Form S-8 relates to shares of the Common
Stock,  par value $.01 per share  (the  "Common  Stock"),  of  Motorcar  Parts &
Accessories, Inc. (the "Registrant"), which may be issued under the Registrant's
1994 Stock Option Plan (the "Plan").  Pursuant to General  Instruction E of Form
S-8,  the  Registrant  hereby  incorporates  by  reference  the  contents of the
Registrant's  Registration  Statement  on  Form  S-8  (File  No.  333-18651)  as
previously filed with the Securities and Exchange  Commission,  covering 720,000
shares  of  Common  Stock  that  may  be  issued  pursuant  to  the  Plan.  This
Registration  Statement is being filed to register an additional  240,000 shares
of the Registrant's Common Stock subject to issuance under the Plan.

Item 8.  Exhibits

5.1      Opinion  of  Parker  Chapin  Flattau  & Klimpl,  LLP,  counsel  to  the
         Registrant, as to the legality of the securities being offered.

23.1     Consent of Richard A. Eisner & Company, LLP, Independent Auditors.

23.2     Consent  of Parker  Chapin  Flattau & Klimpl, LLP (contained in exhibit
         5.1).

24.1     Power of Attorney (contained in the signature page to this Registration
         Statement).
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 30th day of
November, 1998.

                                          MOTORCAR PARTS & ACCESSORIES, INC.

                                          By: /s/ Mel Marks 
                                              ----------------------------------
                                              Mel Marks, 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 on the dates indicated.
Signature                        Title                                       Date
---------                        -----                                       ----
/s/ Mel Marks                    Chairman of the Board of Directors          November 30, 1998
------------------------------   (principal executive officer)
Mel Marks                        

/s/ Richard Marks                President, Chief Operating Officer          November 30, 1998
------------------------------   and Director
Richard Marks                    

/s/ Peter Bromberg               Chief Financial Officer (principal          November 30, 1998
------------------------------   financial and accounting officer)
Peter Bromberg                   

/s/ Karen Brenner                Director                                    November 30, 1998
------------------------------
Karen Brenner
                                 Director                                    November   , 1998
------------------------------
Selwyn Joffe

/s/ Mel Moskowitz                Director                                    November 30, 1998
------------------------------
Mel Moskowitz

/s/ Murray Rosenzweig            Director                                    November 30, 1998
------------------------------
Murray Rosenzweig

/s/ Gary J. Simon                Secretary and Director                      November 30, 1998
------------------------------
Gary J. Simon
EXHIBIT INDEX
Exhibit
Number 
                                                                        Page No.

  *5.1   Opinion  of  Parker  Chapin  Flattau & Klimpl,  LLP,  counsel  to the
         Company, as to the legality of the securities being offered.

 *23.1   Consent of Richard A. Eisner & Company, LLP, Independent Auditors.

 *23.2   Consent of Parker Chapin Flattau & Klimpl,  LLP (contained in Exhibit
         5.1).

 *24.1   Power  of   Attorney  ( contained  in  the  signature  page  to  this
         Registration Statement).

-------------------------------

*    Filed herewith.