As filed with the Securities and Exchange Commission on May 18, 2006
                                                           Registration No. 333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



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



                          STANDARD MOTOR PRODUCTS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

           New York                                     11-1362020
(State or Other Jurisdiction               (I.R.S. Employer Identification No.)
of Incorporation or Organization)

                            37-18 Northern Boulevard
                        Long Island City, New York 11101
                    (Address of Principal Executive Offices)

                           2006 OMNIBUS INCENTIVE PLAN
                            (Full Title of the Plan)

                            Carmine J. Broccole, Esq.
                   Vice President General Counsel & Secretary
                          Standard Motor Products, Inc.
                            37-18 Northern Boulevard
                        Long Island City, New York 11101
                     (Name and Address of Agent for Service)

                                 (718) 392-0200
          (Telephone Number, Including Area Code, of Agent for Service)



                       CALCULATION OF REGISTRATION FEE (1)
<TABLE>
<CAPTION>

========================== ==================== ====================== ====================== ======================

   Title of Securities        Amount To Be        Proposed Maximum       Proposed Maximum           Amount of
    To Be Registered           Registered        Offering Price Per     Aggregate Offering      Registration Fee
                                                      Share (2)              Price (2)
-------------------------- -------------------- ---------------------- ---------------------- ----------------------
<S>                          <C>                          <C>                 <C>                     <C>
Common  Stock,  $2.00 par
value,   to   be   issued    700,000 shares               $7.97               $5,579,000              $597
under  the  2006  Omnibus
Incentive Plan
-------------------------- -------------------- ---------------------- ---------------------- ----------------------
</TABLE>

     (1)  This  Registration  Statement  on Form S-8 is being filed  pursuant to
          Rule 429 under the Securities Act of 1933, as amended (the "Securities
          Act").

     (2)  Estimated  solely for the purpose of calculating the  registration fee
          in  accordance  with Rule 457(c) and (h) under the  Securities  Act of
          1933.  The price per share is  estimated  based on the  average of the
          high and low trading prices for Standard Motor Products, Inc.'s Common
          Stock on May 15, 2006,  as reported by the New York Stock  Exchange on
          May 15, 2006.

===============================================================================



<PAGE>



                                EXPLANATORY NOTE

                  The  purpose  of this  Registration  Statement  on Form S-8 of
Standard Motor Products,  Inc. (the  "Registrant") is to register 700,000 shares
of the  Registrant's  common  stock,  par value  $2.00 per  share  (the  "Common
Stock"),  issuable pursuant to the Registrant's 2006 Omnibus Incentive Plan (the
"Plan").

                  The documents  containing the information  concerning the Plan
specified in Part I of the  instructions to  Registration  Statement on Form S-8
have been or will be sent or given to the participants in the Plan, as specified
by Rule 428(b)(1)  under the Securities Act of 1933 (the  "Securities  Act"). In
accordance with the Note to Part I of the instructions to Registration Statement
on Form S-8,  such  documents  are not filed with the  Securities  and  Exchange
Commission either as part of this  Registration  Statement or as a prospectus or
prospectus  supplement  pursuant  to Rule 424 under the  Securities  Act.  These
documents  and the  documents  incorporated  by reference  in this  Registration
Statement  pursuant to Item 3 of Part II hereof,  taken  together,  constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents have been filed by the Registrant with
the  Securities  and  Exchange  Commission  (the  "Commission")  pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are hereby
incorporated by reference in this Registration Statement:

     (a) Annual Report on Form 10-K for the fiscal year ended December 31, 2005,
as filed with the Commission on March 16, 2006 (the "2005 Form 10-K").

     (b) Quarterly  Report on Form 10-Q for the quarter ended March 31, 2006, as
filed with the Commission on May 10, 2006.

     (c)  Current  Reports  on Form 8-K,  each as filed with the  Commission  on
January 3, 2006, March 1, 2006, March 8, 2006, March 15, 2006 and May 5, 2006.

     (d) The portions of our Proxy  Statement  relating to our Annual Meeting of
Stockholders  held on May 18, 2006,  as filed with the  Commission  on April 18,
2006, that have been incorporated by reference into the 2005 Form 10-K.

     (e) The description of the Registrant's  Common Stock, $2.00 par value, set
forth  under the  caption  "Description  of Capital  Stock" in the  Registrant's
Registration Statement on Form S-3, as amended (File No. 333-103194), filed with
the Commission on June 4, 2003, together with any amendment or report filed with
the Commission for the purpose of updating such description.

     (f)  All  documents   subsequently  filed  by  the  Registrant's  with  the
Commission  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange 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 filing of such
documents.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

In 1986,  various  Sections of Article 7 of the Business  Corporation Law of New
York  (the  "BCL")  were  amended  to  broaden  the  indemnification  rights  of
directors,  officers  and  employees.  In 1987,  BCL Section  402(b) was further
amended to permit a provision to be included in a certificate  of  incorporation
shielding  directors  from  personal  liability  for  breach of their  duties as
directors.  In order to  protect  our  directors,  officers  and  employees,  as
applicable,  to the fullest extent permitted by these statutory  amendments,  we
amended and restated our By-laws (the "By-laws") and restated our Certificate of
Incorporation, as amended (the "Certificate of Incorporation").

In general, the By-laws and Certificate of Incorporation  provide that we shall,
to the fullest extent  permitted by Article 7 of the BCL,  indemnify each person
made or threatened to be made a party to, or called as a witness in, or asked to
submit  information in, any action or proceeding by reason of the fact that such
person is or was a  director  or  officer  of us, or  serves or  served,  at our
request,  any other  corporation  in any  capacity,  against  judgments,  fines,
penalties,  amounts  paid  in  settlement  and  reasonable  expenses,  including
attorneys' fees,  incurred in connection with such action or proceeding,  or any
appeal  therein.   This  indemnification   requirement  covers  any  pending  or
threatened  action,  proceeding,  hearing  or  investigation,  whether  civil or
criminal, whether judicial, administrative or legislative in nature, and whether
or not in the nature of a direct or shareholders'  derivative  action brought by
us or on our behalf or any other corporation or enterprise which the director or
officer  of us  serves  or has  served  at our  request.  The  By-laws  prohibit
indemnification if a judgment or other final adjudication adverse to such person
establishes  that his or her acts were committed in bad faith or were the result
of active or 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. The By-laws further
provide that no indemnification shall be required with respect to any settlement
or other  non-adjudicated  disposition  of any  threatened or pending  action or
proceeding  unless we have given our prior  consent to such  settlement or other
disposition.  The  By-laws  require  us to advance or  promptly  reimburse  upon
request  any person  entitled to  indemnification  for all  expenses,  including
attorneys'  fees,  reasonably  incurred in defending any action or proceeding in
advance of the final disposition  thereof upon receipt of an undertaking by such
person to repay such amount if such person is  ultimately  not to be entitled to
indemnification; provided, however, that such person cooperates with any request
by us that  counsel  be  utilized  by the  parties  to an action  or  proceeding
similarly  situated  unless  to do so would be  inappropriate  due to  actual or
potential conflicts of interest.

The  Certificate of  Incorporation  provides that the personal  liability of our
directors be eliminated to the fullest extent permitted by the provisions of BCL
Section 402(b).  It also provides that we shall, to the fullest extent permitted
by Article 7 of the BCL,  indemnify  under that statute from and against any and
all of the expenses,  liabilities or other matters  covered by the statute.  The
By-laws, summarized above, contain the detailed terms and conditions under which
this  indemnification  requirement of the Certificate of  Incorporation is to be
effected.

We maintain an officers' and directors'  liability insurance policy insuring our
officers and directors against certain liabilities and expenses incurred by them
in  their   capacities   as  such.   The  policy  does  not   reimburse  us  for
indemnification obligations to our officers and directors.

ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER                                     DESCRIPTION

4.1  2006 Omnibus  Incentive Plan  (including  forms of Stock Option  Agreement,
     Agreement for Restricted Shares and Performance Shares, and SAR Agreement).

5.1  Opinion  of  Kelley  Drye  &  Warren  LLP  regarding  the  legality  of the
     securities being registered hereunder.

23.1 Consent of Grant Thornton LLP,  Independent  Registered  Public  Accounting
     Firm.

23.2 Consent of KPMG LLP, Independent Registered Public Accounting Firm.

23.3 Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1).

24.1 Power of Attorney (included on the signature page hereof).


ITEM 9.  UNDERTAKINGS.

A.   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;

          (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  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) of the
          Securities Act if, in the  aggregate,  the changes in volume and price
          represent  no more than 20% change in the maximum  aggregate  offering
          price set forth in the "Calculation of Registration  Fee" table in the
          effective registration statement; or

          (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 (i) and (ii) of this section do not
     apply  if the  information  required  to be  included  in a  post-effective
     amendment  by those  paragraphs  is  contained  in  reports  filed  with or
     furnished to the  Commission  by the  registrant  pursuant to section 13 or
     section 15(d) of the Exchange Act that are incorporated by reference in the
     registration  statement.

(2)  That,  for the purpose of  determining  any liability  under the Securities
     Act,  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.

B.   The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
     determining  any  liability  under the  Securities  Act 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.

C.   Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     registrant  pursuant to the Delaware General  Corporation Law, the Articles
     of  Incorporation  of  the  registrant,   the  Bylaws  of  the  registrant,
     indemnification  agreements  entered  into between the  registrant  and its
     officers and directors 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 Securities Act
     and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
     indemnification  against  such  liabilities  (other than the payment by the
     registrant  in successful  defense of any action,  suit or  proceeding)  is
     asserted by such director, officer or controlling person in connection with
     the securities being registered  hereunder,  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 of
     whether such indemnification by it is against public policy as expressed in
     the Securities Act and will be governed by the final  adjudication  of such
     issue.




<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 Long Island City, State of New York on this 18th day
of May, 2006.

                                             STANDARD MOTOR PRODUCTS, INC.

                                             By: /s/ James J. Burke
                                                 ------------------------------
                                             Name:  James J. Burke
                                             Title: Vice President, Finance and
                                                    Chief  Financial Officer

     Each person whose  signature  appears below appoints  Lawrence I. Sills and
James J. Burke his  attorney-in-fact  and agent, with full power of substitution
and resubstitution, to sign and file with the Securities and Exchange Commission
any  amendments  to  the  Registration   Statement   (including   post-effective
amendments) and to file with the Securities and Exchange  Commission one or more
supplements to any prospectus included in any of the foregoing, and generally to
do anything else necessary or proper in connection therewith.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

 SIGNATURE                     TITLE                                   DATE
 ---------                     -----                                   ----

/s/ Lawrence I. Sills         Chairman of the Board
----------------------------  and Chief  Executive Officer        May 18, 2006
                              (Principal Executive Officer)

/s/ James J. Burke            Vice President, Finance and         May 18, 2006
----------------------------  Chief Financial Officer
                              (Principal Financial Officer
                              and Principal Accounting Officer)

/s/ Robert M. Gerrity
----------------------------  Director                            May 18, 2006

/s/ Kenneth A. Lehman
----------------------------  Director                            May 18, 2006

/s/ Aruthur S. Sills
----------------------------  Director                            May 18, 2006

/s/ Peter J. Sills
----------------------------  Director                            May 18, 2006

/s/ Frederick D. Sturdivant
----------------------------  Director                            May 18, 2006

/s/ William H. Turner
----------------------------  Director                            May 18, 2006

/s/ Richard S. Ward
----------------------------  Director                            May 18, 2006

/s/ Roger M. Widmann
----------------------------  Director                            May 18, 2006






<PAGE>



                                  EXHIBIT INDEX

EXHIBIT
NUMBER                             DESCRIPTION

4.1  2006 Omnibus  Incentive Plan  (including  forms of Stock Option  Agreement,
     Agreement for Restricted Shares and Performance Shares, and SAR Agreement).

5.1  Opinion  of  Kelley  Drye  &  Warren  LLP  regarding  the  legality  of the
     securities being registered hereunder.

23.1 Consent of Grant Thornton LLP,  Independent  Registered  Public  Accounting
     Firm.

23.2 Consent of KPMG LLP, Independent Registered Public Accounting Firm.

23.3 Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1).

24.1 Power of Attorney (included on the signature page hereof).
[{"type": "S-8", "sequence": "1", "filename": "forms8_1101715.txt", "description": "FORM S-8", "secsgml_size_bytes": 20008}]
{"company-data": {"conformed-name": "STANDARD MOTOR PRODUCTS INC", "cik": "0000093389", "assigned-sic": "3690", "irs-number": "111362020", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-134239", "film-number": "06852056"}, "business-address": {"street1": "37 18 NORTHERN BLVD", "city": "LONG ISLAND CITY", "state": "NY", "zip": "11101", "phone": "7183920200"}, "mail-address": {"street1": "3718 NORTHERN BLVD", "city": "LONG ISLAND CITY", "state": "NY", "zip": "11101"}}
As filed with the Securities and Exchange Commission on May 18, 2006
                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                          STANDARD MOTOR PRODUCTS, INC.
             (Exact Name of Registrant as Specified in Its Charter)

           New York                                     11-1362020
(State or Other Jurisdiction               (I.R.S. Employer Identification No.)
of Incorporation or Organization)

                            37-18 Northern Boulevard
                        Long Island City, New York 11101
                    (Address of Principal Executive Offices)

                           2006 OMNIBUS INCENTIVE PLAN
                            (Full Title of the Plan)

                            Carmine J. Broccole, Esq.
                   Vice President General Counsel & Secretary
                          Standard Motor Products, Inc.
                            37-18 Northern Boulevard
                        Long Island City, New York 11101
                     (Name and Address of Agent for Service)

                                 (718) 392-0200
          (Telephone Number, Including Area Code, of Agent for Service)

                       CALCULATION OF REGISTRATION FEE (1)
========================== ==================== ====================== ====================== ======================

   Title of Securities        Amount To Be        Proposed Maximum       Proposed Maximum           Amount of
    To Be Registered           Registered        Offering Price Per     Aggregate Offering      Registration Fee
                                                      Share (2)              Price (2)
-------------------------- -------------------- ---------------------- ---------------------- ----------------------
Common  Stock,  $2.00 par
value,   to   be   issued    700,000 shares               $7.97               $5,579,000              $597
under  the  2006  Omnibus
Incentive Plan
-------------------------- -------------------- ---------------------- ---------------------- ----------------------
(1)  This  Registration  Statement  on Form S-8 is being filed  pursuant to
          Rule 429 under the Securities Act of 1933, as amended (the "Securities
          Act").

     (2)  Estimated  solely for the purpose of calculating the  registration fee
          in  accordance  with Rule 457(c) and (h) under the  Securities  Act of
          1933.  The price per share is  estimated  based on the  average of the
          high and low trading prices for Standard Motor Products, Inc.'s Common
          Stock on May 15, 2006,  as reported by the New York Stock  Exchange on
          May 15, 2006.

===============================================================================
EXPLANATORY NOTE

                  The  purpose  of this  Registration  Statement  on Form S-8 of
Standard Motor Products,  Inc. (the  "Registrant") is to register 700,000 shares
of the  Registrant's  common  stock,  par value  $2.00 per  share  (the  "Common
Stock"),  issuable pursuant to the Registrant's 2006 Omnibus Incentive Plan (the
"Plan").

                  The documents  containing the information  concerning the Plan
specified in Part I of the  instructions to  Registration  Statement on Form S-8
have been or will be sent or given to the participants in the Plan, as specified
by Rule 428(b)(1)  under the Securities Act of 1933 (the  "Securities  Act"). In
accordance with the Note to Part I of the instructions to Registration Statement
on Form S-8,  such  documents  are not filed with the  Securities  and  Exchange
Commission either as part of this  Registration  Statement or as a prospectus or
prospectus  supplement  pursuant  to Rule 424 under the  Securities  Act.  These
documents  and the  documents  incorporated  by reference  in this  Registration
Statement  pursuant to Item 3 of Part II hereof,  taken  together,  constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                  The following documents have been filed by the Registrant with
the  Securities  and  Exchange  Commission  (the  "Commission")  pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are hereby
incorporated by reference in this Registration Statement:

     (a) Annual Report on Form 10-K for the fiscal year ended December 31, 2005,
as filed with the Commission on March 16, 2006 (the "2005 Form 10-K").

     (b) Quarterly  Report on Form 10-Q for the quarter ended March 31, 2006, as
filed with the Commission on May 10, 2006.

     (c)  Current  Reports  on Form 8-K,  each as filed with the  Commission  on
January 3, 2006, March 1, 2006, March 8, 2006, March 15, 2006 and May 5, 2006.

     (d) The portions of our Proxy  Statement  relating to our Annual Meeting of
Stockholders  held on May 18, 2006,  as filed with the  Commission  on April 18,
2006, that have been incorporated by reference into the 2005 Form 10-K.

     (e) The description of the Registrant's  Common Stock, $2.00 par value, set
forth  under the  caption  "Description  of Capital  Stock" in the  Registrant's
Registration Statement on Form S-3, as amended (File No. 333-103194), filed with
the Commission on June 4, 2003, together with any amendment or report filed with
the Commission for the purpose of updating such description.

     (f)  All  documents   subsequently  filed  by  the  Registrant's  with  the
Commission  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange 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 filing of such
documents.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

In 1986,  various  Sections of Article 7 of the Business  Corporation Law of New
York  (the  "BCL")  were  amended  to  broaden  the  indemnification  rights  of
directors,  officers  and  employees.  In 1987,  BCL Section  402(b) was further
amended to permit a provision to be included in a certificate  of  incorporation
shielding  directors  from  personal  liability  for  breach of their  duties as
directors.  In order to  protect  our  directors,  officers  and  employees,  as
applicable,  to the fullest extent permitted by these statutory  amendments,  we
amended and restated our By-laws (the "By-laws") and restated our Certificate of
Incorporation, as amended (the "Certificate of Incorporation").

In general, the By-laws and Certificate of Incorporation  provide that we shall,
to the fullest extent  permitted by Article 7 of the BCL,  indemnify each person
made or threatened to be made a party to, or called as a witness in, or asked to
submit  information in, any action or proceeding by reason of the fact that such
person is or was a  director  or  officer  of us, or  serves or  served,  at our
request,  any other  corporation  in any  capacity,  against  judgments,  fines,
penalties,  amounts  paid  in  settlement  and  reasonable  expenses,  including
attorneys' fees,  incurred in connection with such action or proceeding,  or any
appeal  therein.   This  indemnification   requirement  covers  any  pending  or
threatened  action,  proceeding,  hearing  or  investigation,  whether  civil or
criminal, whether judicial, administrative or legislative in nature, and whether
or not in the nature of a direct or shareholders'  derivative  action brought by
us or on our behalf or any other corporation or enterprise which the director or
officer  of us  serves  or has  served  at our  request.  The  By-laws  prohibit
indemnification if a judgment or other final adjudication adverse to such person
establishes  that his or her acts were committed in bad faith or were the result
of active or 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. The By-laws further
provide that no indemnification shall be required with respect to any settlement
or other  non-adjudicated  disposition  of any  threatened or pending  action or
proceeding  unless we have given our prior  consent to such  settlement or other
disposition.  The  By-laws  require  us to advance or  promptly  reimburse  upon
request  any person  entitled to  indemnification  for all  expenses,  including
attorneys'  fees,  reasonably  incurred in defending any action or proceeding in
advance of the final disposition  thereof upon receipt of an undertaking by such
person to repay such amount if such person is  ultimately  not to be entitled to
indemnification; provided, however, that such person cooperates with any request
by us that  counsel  be  utilized  by the  parties  to an action  or  proceeding
similarly  situated  unless  to do so would be  inappropriate  due to  actual or
potential conflicts of interest.

The  Certificate of  Incorporation  provides that the personal  liability of our
directors be eliminated to the fullest extent permitted by the provisions of BCL
Section 402(b).  It also provides that we shall, to the fullest extent permitted
by Article 7 of the BCL,  indemnify  under that statute from and against any and
all of the expenses,  liabilities or other matters  covered by the statute.  The
By-laws, summarized above, contain the detailed terms and conditions under which
this  indemnification  requirement of the Certificate of  Incorporation is to be
effected.

We maintain an officers' and directors'  liability insurance policy insuring our
officers and directors against certain liabilities and expenses incurred by them
in  their   capacities   as  such.   The  policy  does  not   reimburse  us  for
indemnification obligations to our officers and directors.

ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER                                     DESCRIPTION

4.1  2006 Omnibus  Incentive Plan  (including  forms of Stock Option  Agreement,
     Agreement for Restricted Shares and Performance Shares, and SAR Agreement).

5.1  Opinion  of  Kelley  Drye  &  Warren  LLP  regarding  the  legality  of the
     securities being registered hereunder.

23.1 Consent of Grant Thornton LLP,  Independent  Registered  Public  Accounting
     Firm.

23.2 Consent of KPMG LLP, Independent Registered Public Accounting Firm.

23.3 Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1).

24.1 Power of Attorney (included on the signature page hereof).

ITEM 9.  UNDERTAKINGS.

A.   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;

          (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  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) of the
          Securities Act if, in the  aggregate,  the changes in volume and price
          represent  no more than 20% change in the maximum  aggregate  offering
          price set forth in the "Calculation of Registration  Fee" table in the
          effective registration statement; or

          (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 (i) and (ii) of this section do not
     apply  if the  information  required  to be  included  in a  post-effective
     amendment  by those  paragraphs  is  contained  in  reports  filed  with or
     furnished to the  Commission  by the  registrant  pursuant to section 13 or
     section 15(d) of the Exchange Act that are incorporated by reference in the
     registration  statement.

(2)  That,  for the purpose of  determining  any liability  under the Securities
     Act,  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.

B.   The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
     determining  any  liability  under the  Securities  Act 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.

C.   Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     registrant  pursuant to the Delaware General  Corporation Law, the Articles
     of  Incorporation  of  the  registrant,   the  Bylaws  of  the  registrant,
     indemnification  agreements  entered  into between the  registrant  and its
     officers and directors 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 Securities Act
     and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
     indemnification  against  such  liabilities  (other than the payment by the
     registrant  in successful  defense of any action,  suit or  proceeding)  is
     asserted by such director, officer or controlling person in connection with
     the securities being registered  hereunder,  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 of
     whether such indemnification by it is against public policy as expressed in
     the Securities Act and will be governed by the final  adjudication  of such
     issue.
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 Long Island City, State of New York on this 18th day
of May, 2006.

                                             STANDARD MOTOR PRODUCTS, INC.

                                             By: /s/ James J. Burke
                                                 ------------------------------
                                             Name:  James J. Burke
                                             Title: Vice President, Finance and
                                                    Chief  Financial Officer

     Each person whose  signature  appears below appoints  Lawrence I. Sills and
James J. Burke his  attorney-in-fact  and agent, with full power of substitution
and resubstitution, to sign and file with the Securities and Exchange Commission
any  amendments  to  the  Registration   Statement   (including   post-effective
amendments) and to file with the Securities and Exchange  Commission one or more
supplements to any prospectus included in any of the foregoing, and generally to
do anything else necessary or proper in connection therewith.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

 SIGNATURE                     TITLE                                   DATE
 ---------                     -----                                   ----

/s/ Lawrence I. Sills         Chairman of the Board
----------------------------  and Chief  Executive Officer        May 18, 2006
                              (Principal Executive Officer)

/s/ James J. Burke            Vice President, Finance and         May 18, 2006
----------------------------  Chief Financial Officer
                              (Principal Financial Officer
                              and Principal Accounting Officer)

/s/ Robert M. Gerrity
----------------------------  Director                            May 18, 2006

/s/ Kenneth A. Lehman
----------------------------  Director                            May 18, 2006

/s/ Aruthur S. Sills
----------------------------  Director                            May 18, 2006

/s/ Peter J. Sills
----------------------------  Director                            May 18, 2006

/s/ Frederick D. Sturdivant
----------------------------  Director                            May 18, 2006

/s/ William H. Turner
----------------------------  Director                            May 18, 2006

/s/ Richard S. Ward
----------------------------  Director                            May 18, 2006

/s/ Roger M. Widmann
----------------------------  Director                            May 18, 2006
EXHIBIT INDEX

EXHIBIT
NUMBER                             DESCRIPTION

4.1  2006 Omnibus  Incentive Plan  (including  forms of Stock Option  Agreement,
     Agreement for Restricted Shares and Performance Shares, and SAR Agreement).

5.1  Opinion  of  Kelley  Drye  &  Warren  LLP  regarding  the  legality  of the
     securities being registered hereunder.

23.1 Consent of Grant Thornton LLP,  Independent  Registered  Public  Accounting
     Firm.

23.2 Consent of KPMG LLP, Independent Registered Public Accounting Firm.

23.3 Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1).

24.1 Power of Attorney (included on the signature page hereof).