SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

[X]        QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
           EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996.

[_]        TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE  ACT OF  1934  FOR THE  TRANSITION  PERIOD  FROM  __________
           TO___________.

                           Commission File No. 0-23538
                                               -------

                       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

Registrant's telephone number, including area code: (310) 212-7910
                                                    --------------
Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                             Yes [X]           No [_]

There were 4,881,000 shares of Common Stock outstanding at August 7, 1996.






<PAGE>


                          MOTORCAR PARTS & ACCESSORIES

                                      INDEX



PART I - FINANCIAL INFORMATION                                              PAGE


     Item 1. Financial Statements

             Balance Sheets as of June 30, 1996 (unaudited)
                      and March 31, 1996......................................3

             Statements of Operations (unaudited) for the three month
                      periods ended June 30, 1996 and 1995....................4

             Statements of cash flows (unaudited) for the three month
                      periods ended June 30, 1996 and 1995....................5

             Notes to Financial Statements (unaudited)........................7


     Item 2. Management's Discussion and Analysis
             of Financial Condition and Results of Operations.................9



PART II - OTHER INFORMATION


     Item 6. Exhibits and Reports on Form 8-K................................12

             Signatures......................................................13


                                      -2-



<PAGE>




                         PART I - FINANCIAL INFORMATION


Item 1.    Financial Statements.

                       MOTORCAR PARTS & ACCESSORIES, INC.
                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                                  A S S E T S                June 30, 1996 March 31, 1996
                                                                               -----------   -----------
                                                                               (Unaudited)
<S>                                                                            <C>           <C>        
Current assets:
   Cash and cash equivalents ...............................................   $   116,000   $   164,000
   Short-term investments ..................................................       730,000     8,336,000
   Accounts receivable - net of allowance for doubtful accounts ............    18,102,000    17,264,000
   Inventory ...............................................................    30,205,000    28,551,000
   Prepaid expenses and other current assets ...............................       823,000       637,000
   Deferred income tax asset ...............................................       226,000       226,000
                                                                               -----------   -----------
          Total current assets .............................................    50,202,000    55,178,000

Long-term investments ......................................................     3,353,000     2,393,000
Plant and equipment - net ..................................................     2,796,000     2,469,000
Other assets ...............................................................       202,000       149,000
                                                                               -----------   -----------
          T O T A L ........................................................   $56,553,000   $60,189,000
                                                                               ===========   ===========

                                             L I A B I L I T I E S
Current liabilities:
   Current portion of capital lease obligations ............................   $   618,000   $   554,000
   Accounts payable and accrued expenses ...................................     7,046,000     8,855,000
   Income taxes payable ....................................................       610,000     1,331,000
   Due to affiliate ........................................................       149,000       184,000
                                                                               -----------   -----------
          Total current liabilities ........................................     8,423,000    10,924,000

Long-term debt .............................................................    12,083,000    14,541,000
Capitalized lease obligations - less current portion .......................       848,000       594,000
Deferred income tax liability ..............................................        99,000        99,000
                                                                               -----------   -----------
          T O T A L ........................................................   $21,453,000   $26,158,000
                                                                               -----------   -----------

                                              SHAREHOLDERS' EQUITY

Preferred stock; par value $.01 per share, 5,000,000 shares authorized; none
   issued
Common stock; par value $.01 per share, 10,000,000 shares authorized;
   4,866,000 shares issued and outstanding at June 30, 1996 and 4,819,750
   issued and outstanding at March 31, 1996 ................................        49,000        48,000
Additional paid-in capital .................................................    28,462,000    28,431,000
Retained earnings ..........................................................     6,589,000     5,552,000
                                                                               -----------   -----------
          Total shareholders' equity .......................................    35,100,000    34,031,000
                                                                               -----------   -----------
          T O T A L ........................................................   $56,553,000   $60,189,000
                                                                               ===========   ===========
</TABLE>


                 The accompanying notes to financial statements
                          are an integral part hereof.

                                       -3-

<PAGE>

                       MOTORCAR PARTS & ACCESSORIES, INC.

                            Statements of Operations
                                   (Unaudited)

                                             Three Months Ended June 30,
                                             -------------------------
                                                1996          1995
                                             -----------   -----------
Income:
   Net sales .............................   $18,375,000   $11,632,000
                                             -----------   -----------


Operating expenses:
   Cost of goods sold ....................    14,713,000     9,179,000
   Selling expenses ......................       540,000       414,000
   General and administrative expenses ...     1,194,000       923,000
                                             -----------   -----------

          Total operating expenses .......    16,447,000    10,516,000
                                             -----------   -----------


Operating income .........................     1,928,000     1,116,000
                                             -----------   -----------

Interest expense (net of interest income)        211,000       224,000
                                             -----------   -----------


Income before income taxes ...............     1,717,000       892,000

Provision for income taxes ...............       680,000       366,000
                                             -----------   -----------

Net income - historical ..................   $ 1,037,000   $   526,000
                                             ===========   ===========

Weighted average common shares outstanding     4,982,000     3,318,000
                                             ===========   ===========

Net income per common share ..............   $       .21   $       .16
                                             ===========   ===========



                 The accompanying notes to financial statements
                          are an integral part hereof.

                                       -4-


<PAGE>

                       MOTORCAR PARTS & ACCESSORIES, INC.

                      Statements of Cash Flows (Unaudited)

<TABLE>
<CAPTION>
                                                                 3 Months Ended June 30,
                                                               --------------------------
                                                                   1996           1995
                                                               -----------    -----------
<S>                                                            <C>            <C>        
Cash flows from operating activities:
   Net income ..............................................   $ 1,037,000    $   526,000
   Adjustments to reconcile net income to net cash
     (used in) operating activities:
       Depreciation and amortization .......................       136,000         87,000
       (Increase) decrease in:
         Accounts receivable ...............................      (838,000)      (228,000)
         Inventory .........................................    (1,654,000)    (1,100,000)
         Prepaid expenses and other assets .................      (186,000)         6,000
         Other assets ......................................       (53,000)        (5,000)
       Increase (decrease) in:
         Accounts payable and accrued expenses .............    (1,809,000)      (667,000)
         Income taxes payable ..............................      (721,000)        74,000
         Due to affiliate ..................................       (35,000)        96,000
                                                               -----------    -----------

             Net cash (used in) operating activities .......    (4,123,000)    (1,211,000)
                                                               -----------    -----------


Cash flows from investing activities:
   Purchase of property, plant and equipment ...............       (79,000)       (65,000)
   Sale of investments......................................     6,646,000        382,000
                                                               -----------    -----------

             Net cash from investing activities ............     6,567,000        317,000
                                                               -----------    -----------


Cash flows from financing activities:
   Net increase (decrease) in line of credit ...............    (2,458,000)       800,000
   Payments on capital lease obligation ....................       (66,000)       (45,000)
   Proceeds from exercise of options .......................        32,000              0
                                                               -----------    -----------

         Net cash provided by (used in) financing activities    (2,492,000)       755,000
                                                               -----------    -----------
</TABLE>


                            (continued on next page)



                                      -5-


<PAGE>


<TABLE>
<CAPTION>
                                                                 3 Months Ended June 30,
                                                               --------------------------
                                                                   1996           1995
                                                               -----------    -----------
<S>                                                            <C>            <C>        
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS .........................................       (48,000)      (139,000)


Cash and cash equivalents - (beginning of period) ..........       164,000        611,000
                                                               -----------    -----------


CASH AND CASH EQUIVALENTS - END OF
   PERIOD ..................................................   $   116,000    $   472,000
                                                               ===========    ===========

Supplemental  disclosures  of cash flow  information:
   Cash paid during the year for:
     Interest ..............................................   $   305,000    $   238,000
     Income taxes ..........................................   $ 1,401,000    $   293,000
   Noncash investing and financing activities:
     Property acquired under capital lease .................   $   252,000    $    20,000


</TABLE>


















                 The accompanying notes to financial statements
                          are an integral part hereof.

                                      -6-



<PAGE>

                       MOTORCAR PARTS & ACCESSORIES, INC.


                    Notes to Financial Statements (Unaudited)

(NOTE A) - The Company and its Significant Accounting Policies:
- ---------------------------------------------------------------

           Motorcar Parts & Accessories,  Inc. (the  "Company"),  remanufactures
and distributes  alternators  and starters and assembles and  distributes  spark
plug wire sets for the automotive  after-market industry (replacement parts sold
for use on vehicles  after  initial  purchase).  The Company's  alternators  and
starters are produced  principally for use in imported cars. The spark plug wire
sets are produced for use in imported as well as domestic cars. These automotive
parts are sold to automotive retail chains and warehouse distributors throughout
the United States.

           [1]        Cash Equivalents:
                      -----------------

           The Company considers all highly liquid short-term investments with a
maturity of three months or less to be cash equivalents.

           [2]        Investments:
                      ------------

           The Company's  marketable  securities are classified as available for
sale  and  reported  at  fair  value  which  approximates  amortized  cost.  Any
unrealized   gains  or  losses  are  classified  as  a  separate   component  of
shareholders' equity.

           [3]        Accounts receivable - Allowance:
                      --------------------------------

           The Company protects itself from losses due to uncollectible accounts
receivable  through the purchase of credit  insurance except for receivables due
from a limited number of accounts due from leading  automotive  parts retailers,
which exceed the  insurance  coverage and certain small  balances.  Beginning in
fiscal year 1996 an allowance for estimated uncollectible accounts receivable is
provided.

           [4]       Inventory:
                     ----------

           Inventory  is  stated  at the  lower of cost or  market,  cost  being
determined by the average cost method.

           [5]       Revenue recognition:
                     --------------------

           The Company  recognizes sales when products are shipped.  The Company
obtains used  alternator  and starter units,  commonly known as cores,  from its
customers as trade-ins. Cores are an essential material need for remanufacturing
operations.  Beginning  with the  quarter  ended  June  30,  1996,  the  Company
implemented  a new  accounting  presentation  with  respect to its  reporting of
sales.  In the past,  net sales were  reduced to  reflect  deductions  for cores
returned  for credit and cost of goods sold was reduced by the cost of the cores
returned.  Under the new  presentation,  net sales will be  reported  on a gross
basis,  that is core  returns  from  customers  will not be deducted in order to
reach net sales will be reported on a gross  basis,  that is core  returns  from
customers  will not be deducted in order to reach net sales,  but rather will be
included in cost of goods sold.  The quarter ended June 30, 1995 was restated to
show this change.  Formerly, the quarter ended June 30, 1995 showed net sales of
$8,058,000 and cost of goods sold of $5,605,000.

                                      -7-


<PAGE>


                       MOTORCAR PARTS & ACCESSORIES, INC.

                    Notes to Financial Statements (Unaudited)

(NOTE B)- Inventory:
- --------------------

           Inventory is comprised of the following:


                                      June 30, 1996  March 31, 1996
                                        -----------   -----------

              Raw materials .........   $16,410,000    17,568,000

              Work-in-process .......     2,945,000     3,466,000

              Finished goods ........    11,050,000     7,517,000
                                        -----------   -----------

                            T o t a l   $30,405,000   $28,551,000
                                        ===========   ===========



(NOTE C) - Related Parties:
- ---------------------------

           The  Company  conducts  business  with MVR  Products  Co.  PTE,  Ltd.
("MVR").  MVR operates a shipping  warehouse which conducts business with Unijoh
Sdn, Bhd ("Unijoh").  Unijoh operates a remanufacturing  facility similar to the
Company. MVR's warehouse is located in Singapore and Unijoh's factory is located
in Malaysia. Two  shareholders/officers/directors of the Company own 70% of both
MVR and Unijoh, with the remaining 30% owned by an unrelated third party. All of
the cores  processed  by Unijoh  are  produced  for the  Company  on a  contract
remanufacturing  basis.  The cores and other raw materials used in production by
Unijoh are supplied by the Company and are included in the Company's  inventory.
Inventory  owned by the  Company  and held by MVR and Unijoh was  $541,000 as at
June 30, 1996.  The Company  incurred costs of  approximately  $370,000 from the
affiliates  for the quarter ended June 30, 1996.  The amount due to affiliate as
at June 30, 1996 and March 31, 1996 was due to MVR.


                                      -8-


<PAGE>




I
tem       2.  Management's  Discussion and Analysis of Financial  Condition and
           Results of Operations.

           The following  discussion and analysis  should be read in conjunction
with the financial statements and notes thereto appearing elsewhere herein.

Results of Operations
- ---------------------


                                                     Quarter Ended June 30
                                                       1996           1995
                                                     -------        -------

Net sales ........................................     100.0%         100.0%
Cost of goods sold ...............................      80.1           78.9
                                                     -------        -------
Gross profit .....................................      19.9           21.1
Selling expenses .................................       2.9            3.6
General & administrative expenses ................       6.5            7.9
                                                     -------        -------
Operating income .................................      10.5            9.6
Interest expense - net ...........................       1.2            1.9
                                                     -------        -------
Income before income taxes .......................       9.3            7.7
Provision for income taxes .......................       3.7            3.2
                                                     -------        -------
Net Income .......................................       5.6%           4.5%
                                                     =======        =======

           Beginning   with  the  quarter  ended  June  30,  1996,  the  Company
implemented  a new  accounting  presentation  with  respect to its  reporting of
sales.  In the past,  the Company  deducted the value of all cores returned from
its customers in order to reach net sales. Under the new presentation,  revenues
will be reported on a gross basis,  that is core returns from customers will not
be deducted in order to reach net sales,  but rather will be included in cost of
goods sold.  The quarter  ended June 30, 1995 has been  restated to reflect this
new  presentation.  The Company believes that this new  presentation  provides a
truer depiction of actual sales and cost of goods sold. In addition, it reflects
the proper relationship between sales and inventory.

Three Months Ended June 30, 1996 Compared to Three Months Ended June 30, 1995
- -----------------------------------------------------------------------------

           Net sales for the three months ended June 30, 1996 were  $18,375,000,
an increase of  $6,743,000  or 58.0% over the three  months ended June 30, 1995.
The  increase in net sales is  attributable  to sales to new  customers  (Delphi
Energy & Engine Management  Systems,  a division of General Motors, and Canadian
Tire),  the general growth of business with existing  customers and, the Company
believes,  to the continued aging of the import vehicle fleet. In addition,  the
Company  is  in  the  process  of   expanding   its  product   line  to  include
remanufactured  alternators  and starters for  domestic  cars and light  trucks.
These sales generated  revenues of approximately  $400,000 for the quarter ended
June 30, 1996.  The number of units shipped to all  customers was  approximately
325,000   units  during  the  quarter   ended  June  30,  1996  as  compared  to
approximately  208,000 units in the  comparable  period a year earlier,  a 56.3%
increase.


                                      -9-


<PAGE>



           Cost of goods sold over the  periods  increased  $5,534,000  or 60.3%
from  $9,179,000  to  $14,713,000.  The  increase is primarily  attributable  to
additional costs in connection with increased production. As a percentage of net
sales,  these expenses  increased from 78.9% for the quarter ended June 30, 1995
to 80.1% for the recent quarter. This increase is primarily  attributable to the
pricing pressures that the Company  experienced  during the first four months of
calendar  year  1996.  The  Company  was  largely  successful  in  lowering  its
manufacturing costs in response to these pricing pressures.

           Selling  expenses over the periods  increased  $126,000 or 30.4% from
$414,000 to $540,000.  The  increase  was due to an  expansion of the  Company's
sales  force  as  well  as  greater   commissions  paid  to  its  outside  sales
representatives.   Advertising  expenses,   the  largest  component  of  selling
expenses,  remained  relatively  constant  over  the  periods,  decreasing  from
approximately  $220,000 to $209,000  over the periods.  As a  percentage  of net
sales,   selling  expenses  decreased  from  3.6%  to  2.9%  over  the  periods,
representing increased leveraging of these costs.

           General and administrative  expenses increased $271,000 or 29.4% from
$923,000 for the three months  ended June 30, 1995 to  $1,194,000  for the three
months  ended  June 30,  1996.  As a  percentage  of net sales,  these  expenses
decreased  over the periods from 7.9% to 6.5%,  which reflects the leveraging of
these  costs over  Company's  increased  net sales.  Approximately  44.3% of the
increase was the result of costs  incurred  under the  Company's  new  incentive
bonus plan  implemented  in  September  1995.  The balance of the  increase  was
primarily attributable to increased insurance coverages and company travel.

           Interest  expense,  net of  interest  income of $94,000 for the three
months ended June 30, 1996, was $211,000. This represented a decrease of $13,000
or 5.8% from net  interest  expense of $224,000  for the three months ended June
30, 1995. Interest expense is comprised principally of interest of the Company's
revolving  credit   facility.   Interest  income  is  derived  from  investments
principally from the Company's second public offering in November 1995.

Liquidity and Capital Resources
- -------------------------------

           The Company's  operations have been financed principally from the net
proceeds of the Company's  second public  offering in November 1995,  borrowings
under a revolving credit facility and cash flows from operations. As of June 30,
1996, the Company's working capital was $41,779,000 including $4,199,000 of cash
and investments.

           Net cash used in operating  activities  during the three months ended
June 30, 1996 and 1995 was $4,123,000 and $1,211,000, respectively. The increase
was primarily  due to an increase in inventory of  $1,654,000  and a decrease in
accounts payable and accrued  expenses of $1,809,000.  The increase in inventory
was  primarily  attributable  to the  addition of  approximately  $1,420,000  of
inventory  for the Company's  recent entry into the business of  remanufacturing
domestic  alternators  and  starters,  which  growth in  inventory  for this new
business may be expected to continue for the


                                      -10-


<PAGE>



foreseeable future. As of June 30, 1996 the current portion of capitalized lease
obligations was $618,000.

           Net cash from investing activities during the three months ended June
30, 1996 and 1995 was  $6,567,000 and $317,000,  respectively.  During the three
months ended June 30, 1996 the Company used  $6,646,000 of  investments  to fund
its operating and financing activities.

           Net cash from  financing  activities  was $2,492,000 and $755,000 for
the three  months ended June 30, 1996 and 1995,  respectively.  During the three
months  ended  June 30,  1996  the  Company  decreased  its  line of  credit  by
$2,458,000.

           In September  1995,  the Company  amended its credit  agreement  with
Wells  Fargo Bank,  National  Association  (the  "Bank").  The credit  agreement
provides for a revolving  credit facility in an aggregate  principal  amount not
exceeding   $15,000,000,   which  credit  facility  is  secured  by  a  lien  on
substantially all of the assets of the Company. The credit facility provides for
an interest  rate on  borrowings at the lower of the Bank's prime rate and LIBOR
plus 1.75%.  Under the terms of the credit  facility and included in the maximum
amount  thereunder,   the  Bank  will  issue  letters  of  credit  and  banker's
acceptances for the account of the Company in an aggregate  amount not exceeding
$2,500,000.  At August 9, 1996, the  outstanding  balance on the credit facility
was approximately $12,100,000.

           The   Company's   accounts   receivable  as  of  June  30,  1996  was
$18,102,000. This represents an increase of $838,000 over accounts receivable on
March 31, 1996. During the three months ended June 30, 1996 the Company extended
its normal terms with  certain of its  customers.  In addition,  there are times
when the Company extends  payment terms with certain  customers in order to help
them  finance an increase in the number of SKUs  carried by that  customer.  The
Company  insures  collection  of certain of its accounts  receivable  through an
insurance  policy with an  independent  credit  company at an annual  premium of
approximately  $70,000.  The Company's policy generally has been to issue credit
to new customers  only after they have been  included  under the coverage of its
accounts receivable insurance policy.

           The  Company's  inventory  as of June 30,  1996 was  $30,205,000,  an
increase of  $1,654,000  or 5.8% over March 31,  1996.  The  increase  primarily
reflects the addition of approximately $1,420,000 of inventory for the Company's
recent  entry into the  business of  remanufacturing  domestic  alternators  and
starters.  In addition the Company is  continuing to add new SKUs to its product
line thus  increasing  the amounts of cores and finished  goods needed to supply
its customers.




                                      -11-


<PAGE>



 
                          PART II - OTHER INFORMATION


Item 6.     Exhibits and Reports on Form 8-K

           (a)        Exhibits:

                      27.1 Financial Data Schedule.

           (b)        Reports on Form 8-K

           The  Company  has not  filed  any  reports  on Form  8-K  during  the
quarterly period ended June 30, 1996.



                                      -12-


<PAGE>




                                   SIGNATURES


            Pursuant to the requirements of the Securities Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                              MOTORCAR PARTS & ACCESSORIES, INC.


Dated:      August 8, 1996                    By: /S/ PETER BROMBERG
                                                 -------------------
                                                    Peter Bromberg
                                                    Chief Financial Officer
 





<PAGE>



                                  EXHIBIT INDEX


Exhibit
Number              Description                                      Page Number
- ------              -----------                                      -----------

27.1           Financial Data Schedule










<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         0000918251
<NAME>                        MOTORCAR PARTS & ACCESSORIES, INC.
       
<S>                            <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>               MAR-31-1997
<PERIOD-START>                  APR-01-1996
<PERIOD-END>                    JUN-30-1996
<CASH>                            116,000
<SECURITIES>                      730,000
<RECEIVABLES>                  18,102,000
<ALLOWANCES>                            0
<INVENTORY>                    30,205,000
<CURRENT-ASSETS>               50,202,000
<PP&E>                          2,796,000
<DEPRECIATION>                          0
<TOTAL-ASSETS>                 56,553,000
<CURRENT-LIABILITIES>           8,423,000
<BONDS>                                 0
<PREFERRED-MANDATORY>                   0
<PREFERRED>                             0
<COMMON>                           48,000
<OTHER-SE>                     35,052,000
<TOTAL-LIABILITY-AND-EQUITY>   56,553,000
<SALES>                        18,375,000
<TOTAL-REVENUES>               18,375,000
<CGS>                          14,713,000
<TOTAL-COSTS>                  16,447,000
<OTHER-EXPENSES>                        0
<LOSS-PROVISION>                        0
<INTEREST-EXPENSE>                211,000
<INCOME-PRETAX>                 1,717,000
<INCOME-TAX>                      680,000
<INCOME-CONTINUING>             1,037,000
<DISCONTINUED>                          0
<EXTRAORDINARY>                         0
<CHANGES>                               0
<NET-INCOME>                    1,037,000
<EPS-PRIMARY>                        0.21
<EPS-DILUTED>                        0.21
        


</TABLE>