Registration No. 333-
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

2727 Maricopa Street, Torrance, California                         90503
 (Address of Principal Executive Offices)                        (Zip Code)

                             1994 STOCK OPTION PLAN
                            (Full title of the plan)

                                    Mel Marks
                             Chief Executive Officer
                       MOTORCAR PARTS & ACCESSORIES, INC.
                2727 Maricopa Street, Torrance, California 90503
                     (Name and address of agent for service)

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


                           CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
                                    PROPOSED       PROPOSED
                                    MAXIMUM        MAXIMUM
TITLE OF          AMOUNT            OFFERING       AGGREGATE       AMOUNT OF
SECURITIES TO     TO BE             PRICE PER      OFFERING        REGISTRATION
BE REGISTERED     REGISTERED(1)     SHARE(2)       PRICE(2)        FEE(2)
- --------------------------------------------------------------------------------

Common Stock,
par value $.01
per share....    270,000 shares     $ 14.1875      $ 3,830,625     $ 1,160.80

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Total            270,000                           $ 3,830,625     $ 1,160.80
- --------------------------------------------------------------------------------

(1)     Pursuant to Rule 416(b),  there shall also be deemed covered hereby such
        additional securities as may result from anti-dilution adjustments under
        the 1994 Stock Option Plan.

(2)     Estimated  solely for the purpose of calculating the registration fee on
        the basis of,  pursuant to Rule 457(c) and (h),  the average of the high
        and low sales prices per share of the  registrant's  Common Stock on the
        NASDAQ  National  Market on December  16,  1996 with  respect to 270,000
        shares subject to future grant under the 1994 Stock Option Plan.





<PAGE>



                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

           This  Registration  Statement  on Form S-8  relates  to shares of the
Common Stock, par value $.01 per share (the "Common Stock"), of Motorcar Parts &
Accessories, Inc. (the "Registrant"), which may be issued under the Registrant's
1994 Stock Option Plan (the "Plan").  Pursuant to General  Instruction E of Form
S-8,  the  Registrant  hereby  incorporates  by  reference  the  contents of the
Registrant's   Registration  Statement  on  Form  S-8  (File  No.  33-93988)  as
previously filed with the Securities and Exchange  Commission,  covering 450,000
shares  of  Common  Stock  that  may  be  issued  pursuant  to  the  Plan.  This
Registration  Statement is being filed to register an additional  270,000 shares
of the Registrant's Common Stock subject to issuance under the Plan.


ITEM 8.    EXHIBITS

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

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

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

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




<PAGE>



                                   SIGNATURES

           Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  town of  Woodbury,  State  of New  York,  on the 9th day of
September, 1996.

                                       MOTORCAR PARTS & ACCESSORIES, INC.

                                       By: /S/ MEL MARKS
                                          ----------------------------------
                                          Mel Marks, Chief Executive Officer


                                POWER OF ATTORNEY

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

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


SIGNATURE                   TITLE                             DATE
- ---------                   -----                             ----
/S/ MEL MARKS               Chairman of the Board of          September 9, 1996
- ------------------------    Directors (principal executive
Mel Marks                   officer)


/S/ RICHARD MARKS           President, Chief Operating        September 9, 1996
- ------------------------    Officer and Director
Richard Marks               


/S/ MURRAY ROSENZWEIG       Director                          September 9, 1996
- ------------------------
Murray Rosenzweig


/S/ MEL MOSKOWITZ           Director                          September 10, 1996
- ------------------------
Mel Moskowitz


/S/ SELWYN JOFFE            Director                          September 9, 1996
- ------------------------
Selwyn Joffe


/S/ PETER BROMBERG          Chief Financial Officer           September 9, 1996
- ------------------------    (principal financial and
Peter Bromberg              accounting officer)





<PAGE>



                                  EXHIBIT INDEX
Exhibit
Number                                                                  Page No.
- ------                                                                  --------

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

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

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

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

- -----------------------
*   Filed herewith.








                       PARKER CHAPIN FLATTAU & KLIMPL, LLP
                                  [LETTERHEAD]

                                December 20, 1996



Motorcar Parts & Accessories, Inc.
2727 Maricopa Street
Torrance, CA 90503

Gentlemen:

           We have acted as counsel to Motorcar Parts & Accessories, Inc., a New
York corporation (the "Company"), in connection with a Registration Statement on
Form S-8 (the  "Registration  Statement")  being filed with the  Securities  and
Exchange  Commission under the Securities Act of 1933,  relating to the offering
of an additional  270,000 shares (the "Shares") of Common Stock,  $.01 par value
per share,  to certain  employees,  consultants  and  directors  of the  Company
issuable  upon exercise of options which may from time to time be granted by the
Company under its 1994 Stock Option Plan (the "Plan").

           In  connection  with the  foregoing,  we have  examined  originals or
copies  satisfactory  to us,  of all  such  corporate  records  and of all  such
agreements,  certificates  and other  documents  as we have deemed  relevant and
necessary as a basis for the opinion hereinafter expressed. In such examination,
we have assumed the  genuineness  of all  signatures,  the  authenticity  of all
documents  submitted to us as  originals  and the  conformity  with the original
documents of all documents  submitted to us as copies
 or  facsimiles.  As to any
facts material to such opinion,  we have, to the extent that relevant facts were
not independently  established by us, relied on certificates of public officials
and certificates of officers or other representatives of the Company.

           Based upon and subject to the  foregoing,  we are of the opinion that
the Shares, when issued and paid for in accordance with the Plan and the options
upon exercise of which they become issuable,  will be validly issued, fully paid
and  non-assessable  (except for such liability as is provided in Section 630 of
the New York Business Corporation Law).

           We hereby  consent to the filing of this opinion as an exhibit to the
Registration Statement.

Very truly yours,

/s/ PARKER CHAPIN FLATTAU & KLIMPL, LLP

PARKER CHAPIN FLATTAU & KLIMPL, LLP





                         CONSENT OF INDEPENDENT AUDITORS



           We  hereby  consent  to  the   incorporation   by  reference  in  the
Registration Statement on Form S-8 of Motorcar Parts & Accessories,  Inc. of our
report  dated May 17, 1996 which is in the annual  report on Form 10-KSB for the
year ended March 31, 1996.



/s/ Richard A. Eisner & Company, LLP

New York, New York
December 18, 1996