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 SEPTEMBER
           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 4,866,000 shares of Common Stock outstanding at November 7, 1996.




<PAGE>



                          MOTORCAR PARTS & ACCESSORIES

                                      INDEX



PART I - FINANCIAL INFORMATION                                              PAGE


           Item 1.    Financial Statements

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

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

                      Statements of Cash Flows (unaudited) for the six
                        month periods ended September 30, 1996 and 1995....... 5

                      Notes to Financial Statements (unaudited)............... 6


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



PART II - OTHER INFORMATION


           Item 4.    Submission of Matters to a Vote of
                      Security Holders....................................... 13


           Item 6.    Exhibits and Reports on Form 8-K....................... 14

                      Signatures............................................. 15



                                      -2-

<PAGE>

                         PART I - FINANCIAL INFORMATION


Item 1.   Financial Statements.

                       MOTORCAR PARTS & ACCESSORIES, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                A S S E T S                    September 30,   March 31, 
                                                                                  1996          1996
                                                                               -----------   -----------
                                                                               (Unaudited)
<S>                                                                            <C>           <C>        
Current assets:
   Cash and cash equivalents ...............................................   $ 1,389,000   $   164,000
   Short-term investments ..................................................             0     8,336,000
   Accounts receivable - net of allowance for doubtful accounts ............    21,806,000    17,264,000
   Inventory ...............................................................    31,299,000    28,551,000
   Prepaid expenses and other current assets ...............................       665,000       637,000
   Deferred income tax asset ...............................................       251,000       226,000
                                                                               -----------   -----------
          Total current assets .............................................    55,410,000    55,178,000

Long-term investments ......................................................     3,353,000     2,393,000
Plant and equipment - net ..................................................     3,118,000     2,469,000
Other assets ...............................................................       164,000       149,000
                                                                               -----------   -----------
          T O T A L ........................................................   $62,045,000   $60,189,000
                                                                               ===========   ===========

                              L I A B I L I T I E S
Current liabilities:
   Current portion of capital lease obligations ............................   $   804,000   $   554,000
   Accounts payable and accrued expenses ...................................     7,291,000     8,855,000
   Income taxes payable ....................................................     1,543,000     1,331,000
   Due to affiliate ........................................................       182,000       184,000
                                                                               -----------   -----------
          Total current liabilities ........................................     9,820,000    10,924,000

Long-term debt .............................................................    14,646,000    14,541,000
Capitalized lease obligations - less current portion .......................       674,000       594,000
Deferred income tax liability ..............................................        99,000        99,000
                                                                               -----------   -----------
          T O T A L ........................................................    25,239,000   $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, 20,000,000 shares authorized;
   4,866,000 shares issued and outstanding at September 30, 1996 and
   4,819,750 issued and outstanding at March 31, 1996 ......................        49,000        48,000
Additional paid-in capital .................................................    28,774,000    28,431,000
Retained earnings ..........................................................     7,983,000     5,552,000
                                                                               -----------   -----------
          Total shareholders' equity .......................................    36,806,000    34,031,000
                                                                               -----------   -----------
          T O T A L ........................................................   $62,045,000   $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)

<TABLE>
<CAPTION>
                                             For the Six Months Ended    For the Three Months Ended
                                                  September 30,                 September 30,
                                            -------------------------   -------------------------
                                               1996          1995          1996          1995
                                            -----------   -----------   -----------   -----------
<S>                                         <C>           <C>           <C>           <C>        
Income:
    Net Sales                               $39,740,000   $27,329,000   $21,365,000   $15,697,000
                                            -----------   -----------   -----------   -----------
Operating expenses:
    Cost of goods sold                       31,830,000    21,719,000    17,117,000    12,540,000
    Selling expenses                          1,051,000       875,000       511,000       461,000
    General and administrative expenses       2,375,000     2,002,000     1,181,000     1,079,000
                                            -----------   -----------   -----------   -----------
         Total operating expenses            35,256,000    16,127,000    18,809,000     9,185,000
                                            -----------   -----------   -----------   -----------
Operating income                              4,484,000     2,733,000     2,556,000     1,617,000
Interest expense - net of interest income       465,000       458,000       254,000       234,000
                                            -----------   -----------   -----------   -----------
Income before income taxes                    4,019,000     2,275,000     2,302,000     1,383,000
Provision for income taxes                    1,588,000       915,000       908,000       549,000
                                            -----------   -----------   -----------   -----------
Net income                                  $ 2,431,000   $ 1,360,000   $ 1,394,000   $   834,000
                                            -----------   -----------   -----------   -----------
Weighted average common shares
outstanding                                   4,993,000     3,351,000     5,002,000     3,384,000
                                            -----------   -----------   -----------   -----------
Net income per common share                 $      0.49   $      0.41   $      0.28   $      0.25
                                            ===========   ===========   ===========   ===========
</TABLE>

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

                                      -4-


<PAGE>



                       MOTORCAR PARTS & ACCESSORIES, INC.

                      Statements of Cash Flows (Unaudited)

<TABLE>
<CAPTION>
                                                                                    For the Six Months Ended
                                                                                          September 30,
                                                                                   --------------------------
                                                                                      1996           1995
                                                                                   -----------    -----------
<S>                                                                                <C>            <C>        
Cash flows from operating activities:
           Net income                                                              $ 2,431,000    $ 1,360,000
           Adjustments to reconcile net income to net
                cash provided by (used in) operating
                activities:
                     Depreciation and amortization                                     282,000        185,000
                     (Increase) decrease:
                          Accounts receivable                                       (4,542,000)    (3,626,000)
                          Inventory                                                 (2,748,000)    (3,226,000)
                          Prepaid expenses and other assets                            (28,000)      (116,000)
                          Other assets                                                 (40,000)       (10,000)
                     Increase (decrease) in:
                          Accounts payable and accrued expenses                     (1,564,000)     1,083,000
                          Income taxes payable                                         212,000        348,000
                          Due to related parties                                        (2,000)       105,000
                                                                                   -----------    -----------

                          Net cash (used in)
                               operating activities                                 (5,999,000)    (3,897,000)
                                                                                   -----------    -----------

Cash flows from investing activities:
           Purchase of property, plant and equipment                                  (297,000)      (172,000)
           Sale of Investments                                                       7,376,000        382,000
                                                                                   -----------    -----------

                     Net cash provided by (used in)
                          investing activities                                       7,079,000        210,000
                                                                                   -----------    -----------

Cash flows from financing activities:
           Net increase in line of credit                                              105,000      3,803,000
           Proceeds from exercised options                                             344,000         32,000
           Payments on capital lease obligation                                       (304,000)       (98,000)
                                                                                   -----------    -----------

                     Net cash provided by
                          financing activities                                         145,000      3,737,000
                                                                                   -----------    -----------

NET INCREASE (DECREASE) IN CASH                                                      1,225,000         50,000

Cash - beginning of period                                                             164,000        611,000
                                                                                   -----------    -----------

CASH - END OF PERIOD                                                               $ 1,389,000    $   661,000
                                                                                   ===========    ===========

Supplemental  disclosures  of cash flow  information:  
           Cash paid during the year for:
                Interest                                                           $   595,000    $   483,000
                Income taxes                                                         1,401,000        518,000
Non-cash investing and financing activities:
           Property acquired under capital lease                                       304,000        131,000
</TABLE>


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

                                      -5-

<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

                                      -6-

<PAGE>



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,  but
rather will be included in cost of goods sold.  The six and three  months  ended
September 30, 1995 was restated to show this change. Formerly, the six and three
months ended  September 30, 1995 showed net sales of $18,860,000 and $10,802,000
and cost of goods sold of $13,250,000 and $7,645,000, respectively.


                                      -7-


<PAGE>


                       MOTORCAR PARTS & ACCESSORIES, INC.

                    Notes to Financial Statements (Unaudited)



(NOTE B)- INVENTORY:

           Inventory is comprised of the following:

                                       September 30,   March 31, 
                                            1996         1996
                                        -----------   -----------

              Raw materials .........   $16,757,000    17,568,000

              Work-in-process .......     2,714,000     3,466,000

              Finished goods ........    11,828,000     7,517,000
                                        -----------   -----------

                            T o t a l   $31,299,000   $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  $641,000 as at
September 30, 1996.  The Company  incurred costs of  approximately  $906,000 and
$536,000 from the  affiliates  for the six and three months ended  September 30,
1996.  The amount due to affiliate  as at September  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
- ---------------------

                                Six Months Ended   Three Months Ended
                                  September 30,       September 30,
                              -------------------  -------------------
                                 1996      1995      1996      1995
                                ------    ------    ------    ------
Net sales ....................   100.0%    100.0%    100.0%    100.0%
Cost of goods sold ...........    80.1      79.5      80.1      79.9
                                ------    ------    ------    ------
Gross profit .................    19.9      20.5      19.9      20.1
Selling expenses .............     2.6       3.2       2.4       2.9
General & administrative
  expenses ...................     6.0       7.3       5.5       6.9
                                ------    ------    ------    ------
Operating income .............    11.3      10.0      12.0      10.3
Interest expense - net .......     1.2       1.7       1.2       1.5
                                ------    ------    ------    ------
Income before income taxes ...    10.1       8.3      10.8       8.8
Provision for income taxes ...     4.0       3.3       4.3       3.5
                                ------    ------    ------    ------
Net Income ...................     6.1%      5.0%      6.5%      5.3%
                                =======   =======   =======   =======

         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 are reported on a
gross basis,  that is core returns from  customers  are not deducted in order to
reach net sales,  but rather are  included  in cost of goods  sold.  The six and
three month periods ended  September 30, 1995 have 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
a more proper relationship between sales and inventory.

         Net  sales  for the six  months  ended  September  30,  1996  increased
$12,411,000 or 45.4%,  from $27,329,000 to $39,740,000 over the six months ended
September  30, 1995.  Net sales for the three months  ended  September  30, 1996
increased  $5,668,000 or 36.1%,  from  $15,697,000 to $21,365,000 over the three
months ended  September 30, 1995. The increase in net sales is  attributable  to
the general growth of business with existing customers, including the occurrence
of update orders with certain customers,  which increase the number of SKUs that
these customers offer in their stores.  In addition,  the Company  believes that
the  continued  aging  of the  import  vehicle  fleet  also  contributed  to its
increased sales. The Company also continued the expansion of its product line to
include  remanufactured  alternators  and  starters  for  domestic car and light
trucks, sales of which generated revenues of approximately $750,000 and $350,000
for the six and three months ended September 30, 1996, respectively.  The number
of units shipped to all customers was approximately

                                       -9-


<PAGE>



677,000 units during the recent six-month period and approximately 466,000 units
during the same period a year earlier, representing an increase of approximately
45.3%.

         Cost of  goods  sold  for the  six  months  ended  September  30,  1996
increased  $10,111,000 or 46.6%,  from  $21,719,000 to $31,830,000  over the six
months ended  September 30, 1995.  Cost of goods sold for the three months ended
September  30,  1996  increased   $4,577,000  or  36.5%,   from  $12,540,000  to
$17,117,000  over the three months ended  September 30, 1995.  The increases are
primarily   attributable  to  additional  costs  in  connection  with  increased
production.  Cost of goods sold as a percentage of net sales  increased over the
six-month  periods  from 79.5% to 80.1% and over the  three-month  periods  from
79.9% to 80.1%.  While the  increases in cost of goods sold are minimal over the
periods,  they can be primarily  attributable to the pricing  pressures that the
Company experienced during the first four months of calendar 1996.

         Selling  expenses for the six months ended September 30, 1996 increased
$176,000  or 20.1%,  from  $875,000  to  $1,051,000  over the six  months  ended
September 30, 1995.  Selling  expenses for the three months ended  September 30,
1996 increased $50,000 or 10.8%, from $461,000 to $511,000 over the three months
ended  September  30,  1995.  Selling  expenses  as a  percentage  of net  sales
decreased to 2.6% for the six months ended  September 30, 1996 from 3.2% for the
same period a year  earlier and 2.4% for the three months  ended  September  30,
1996 from 2.9% for the same period one year earlier.  These decreases in selling
expenses as a percentage  of net sales  represent  the  continued  leveraging of
these costs over the  Company's  increased  net sales.  The increases in selling
expenses in general are attributable to increased  advertising  allowances given
to customers as well as the expansion of the Company's sales department.

         General and administrative  expenses for the six months ended September
30, 1996 increased  $373,000 or 18.6% from $2,002,000 to $2,375,000 over the six
months ended  September 30, 1995.  General and  administrative  expenses for the
three months ended September 30, 1996 increased $102,000 or 9.5% from $1,079,000
to $1,181,000 over the three months ended September 30, 1995. As a percentage of
net sales these expenses  decreased over the six-month periods from 7.3% to 6.0%
and over the three-month  periods from 6.9% to 5.5%.  These decreases  represent
the continued  leveraging of these costs over the Company's increased net sales.
Approximately 52.3% of the increase over the six month periods was the result of
costs incurred under the Company's  incentive bonus plan adopted in August 1995.
The balance of the increase was primarily  attributable  to increased  insurance
coverages and professional fees.

         Interest expense net of interest income was $465,000 for the six-months
ended  September 30, 1996 and $254,000 for the three months ended  September 30,
1996.  This  represents  an  increase  of  $7,000 or 1.5% and  $20,000  or 8.5%,
respectively,  over the comparable  periods a year earlier.  Interest expense is
comprised  principally  of  interest  paid  on the  Company's  revolving  credit
facility. The balance of interest expense is from loans on the Company's capital
leases.  Interest income of $132,000 for the six months ended September 30, 1996
and $38,000  for the three  months  ended  September  30, 1996 was derived  from
investments  principally  from the Company's  second public offering in November
1995.

                                      -10-


<PAGE>




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

         The Company's  operations have been financed principally from cash flow
from  operations,  the net proceeds of the Company's  public  offerings in March
1994 and November 1995 and borrowings under a revolving  credit facility.  As of
September 30, 1996, the Company's  working  capital was  $45,590,000. 

         Net cash used in  operating  activities  during the first six months of
fiscal 1997 and 1996 was $5,999,000 and $3,897,000,  respectively.  The increase
was  primarily  due to an increase  in accounts  receivable  of  $4,542,000,  an
increase in  inventory  of  $2,748,000  and a decrease  in accounts  payable and
accrued  expenses  of  $1,564,000.  The  increase  in  accounts  receivable  was
primarily  attributable  to the  increased  sales of the Company  during the six
months ended  September  30, 1996,  and the increase in inventory  was partially
attributable  to the addition of  approximately  $1,340,000 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 foreseeable  future. In connection with the Company's expansion
into this  business,  the  Company  expects  to incur  other  expenses  over the
foreseeable  future,  including  costs of additional  production and warehousing
facilities, equipment and personnel.

         Net  cash  from  investing  activities  during  the  six  months  ended
September 30, 1996 and 1995 was $7,079,000 and $210,000 respectively. During the
six months ended  September 30, 1996 the Company used  $7,376,000 of investments
to fund its operating and financing activities.

         Net cash provided by financing  activities  was $145,000 and $3,737,000
for the first six months of fiscal 1997 and 1996,  respectively.  During the six
months ended September 30, 1996 the Company realized  $344,000 from the proceeds
of exercised stock options.

         The Company  has a credit  agreement  with Wells  Fargo Bank,  National
Association  (the "Bank") that  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 November 11, 1996, the outstanding balance on the
credit facility was approximately $14,700,000.

         The  Company's  accounts  receivable  as  of  September  30,  1996  was
$21,806,000.  This represents an increase of $4,542,000 over accounts receivable
on March  31,  1996.  In  addition,  there are times  when the  Company  extends
payments terms with certain  customers in order to help them finance an increase
in the  number of SKUs  carried by that  customer  and for other  purposes.  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

                                      -11-


<PAGE>


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 September 30, 1996 was  $31,299,000,  an
increase of  $1,094,000 or 3.6% over June 30, 1996 and an increase of $2,748,000
or 9.6% over March 31, 1996. The increase includes the addition of approximately
$1,340,000 of inventory over the last six months for the Company's  recent entry
into the business of remanufacturing domestic alternators and starters and, to a
lesser  extent,  the  Company's  addition of new SKUs to its  product  line thus
increasing  the  quantity  of cores and  finished  goods  needed  to supply  its
customers.

                                      -12-

<PAGE>




 
                          PART II - OTHER INFORMATION


Item 4.    Submission of Matters to a Vote of Security Holders.

           The annual  meeting of  shareholders  of the  Registrant  was held on
August 22, 1996 for the purpose of (i)  electing  five  directors to serve until
the next annual meeting of shareholders  and until their  respective  successors
are elected and  qualified,  (ii)  approving an  amendment  to the  Registrant's
Certificate  of  Incorporation  to increase the number of  authorized  shares of
Common Stock from 10,000,000 to 20,000,000 shares,  (iii) approving an amendment
to the  Registrant's  1994 Stock Option Plan to increase the number of shares of
Common Stock for which  options may be granted  from 450,000 to 720,000  shares,
and (iv) ratifying the  appointment of the  Registrant's  independent  certified
public  accountant  for the fiscal year ending March 31,  1997.  Proxies for the
meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act
of 1934 and there was no solicitation in opposition.

           The following directors were elected by the following vote:


                                               VOTES
                                               -----
                                       FOR             AGAINST
                                       ---             -------
Mel Marks                            4,122,335          4,850
Richard Marks                        4,121,835          5,350
Murray Rosenzweig                    4,121,835          5,350
Mel Moskowitz                        4,121,835          5,350
Selwyn Joffe                         4,121,835          5,350

           The proposal to amend the  Certificate of  Incorporation  to increase
the number of  authorized  shares of Common Stock was approved by the  following
vote:


               FOR              AGAINST            NON VOTES/ABSTENTIONS
               ---              -------            ---------------------
            4,075,795            32,510                    6,880

           The  proposal to amend the 1994 Stock  Option  Plan to  increase  the
number of shares of Common  Stock for which  options may be granted was approved
by the following vote:


               FOR              AGAINST            NON VOTES/ABSTENTIONS
               ---              -------            ---------------------
            3,166,730           272,597                   12,044

           The proposal to ratify the appointment of the  independent  certified
public  accountant for the fiscal year ending March 31, 1997 was approved by the
following vote:


               FOR              AGAINST            NON VOTES/ABSTENTIONS
               ---              -------            ---------------------
            4,113,545             5,150                    8,490



                                      -13-

<PAGE>



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 September 30, 1996.


                                      -14-


<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: November  12, 1996                  By: /S/ PETER BROMBERG
                                              -----------------------------
                                              Peter Bromberg
                                              Chief Financial Officer


                                      -15-

<PAGE>



                                  EXHIBIT INDEX


EXHIBIT
NUMBER                        DESCRIPTION        

27.1                          Financial Data Schedule




WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.


<TABLE> <S> <C>


<ARTICLE>                     5
<CIK>                         0000805370
<NAME>                        MOTORCAR PARTS & ACCESSORIES, INC.
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>               MAR-31-1996
<PERIOD-START>                  APR-01-1996
<PERIOD-END>                    SEP-30-1996
<CASH>                          1,389,000
<SECURITIES>                    3,353,000
<RECEIVABLES>                  21,806,000
<ALLOWANCES>                      100,000
<INVENTORY>                    31,299,000
<CURRENT-ASSETS>               55,410,000
<PP&E>                          4,498,000
<DEPRECIATION>                  1,380,000
<TOTAL-ASSETS>                 62,045,000
<CURRENT-LIABILITIES>           9,820,000
<BONDS>                                 0
<PREFERRED-MANDATORY>                   0
<PREFERRED>                             0
<COMMON>                           49,000
<OTHER-SE>                     36,757,000
<TOTAL-LIABILITY-AND-EQUITY>   62,045,000
<SALES>                        39,740,000
<TOTAL-REVENUES>               39,740,000
<CGS>                          31,830,000
<TOTAL-COSTS>                  35,256,000
<OTHER-EXPENSES>                        0
<LOSS-PROVISION>                        0
<INTEREST-EXPENSE>                465,000
<INCOME-PRETAX>                 4,019,000
<INCOME-TAX>                    1,588,000
<INCOME-CONTINUING>             2,431,000
<DISCONTINUED>                          0
<EXTRAORDINARY>                         0
<CHANGES>                               0
<NET-INCOME>                    2,431,000
<EPS-PRIMARY>                        0.49
<EPS-DILUTED>                        0.49
        


</TABLE>