SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 AMENDMENT NO. 2
                                       ON
                                   FORM 10-K/A

|X|        ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE  SECURITIES
           EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 1997

|_|        TRANSITION  REPORT  UNDER  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

Securities registered under Section 12(b) of the Act: None

Securities  registered  under Section 12(g) of the Act:  Common Stock,  $.01 par
value

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 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 [_]

Indicate by check mark if disclosure  of  delinquent  filers in response to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]

Issuer's revenues for its most recent fiscal year:  $86,872,000.

The aggregate market value, calculated on the basis of the average bid and asked
prices of such stock on the National Association of Securities Dealers Automated
Quotation System, of Common Stock held by non-affiliates of the Registrant as of
June 23, 1997 was approximately $65,774,512.

There were 5,036,455 shares of Common Stock outstanding as of June 23, 1997.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None.



<PAGE>




Items 11 and 12 are hereby  amended to reflect that Eli Markowitz is not and has
not been an executive officer of the Company and certain other changes.


ITEM 11.   EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

           The  following  table sets forth  information  concerning  the annual
compensation  of the  Company's  chief  executive  officer and other most highly
compensated  executive officers whose salary and bonus exceeded $100,000 for the
1997 fiscal  year,  for  services in all  capacities  to the Company  during the
Company's 1997, 1996 and 1995 fiscal years.


<TABLE>
<CAPTION>
                                                                                    LONG-TERM
                                          ANNUAL COMPENSATION                      COMPENSATION
                                          -------------------                      ------------
                                                                            SHARES
NAME AND PRINCIPAL                                         OTHER ANNUAL     UNDERLYING   ALL OTHER
POSITION                  YEAR      SALARY        BONUS   COMPENSATION(1)   OPTIONS      COMPENSATION (2)
- -----------------------   ----      ------        -----   ---------------   ----------   ----------------
<S>                       <C>      <C>          <C>           <C>            <C>               <C>
Mel Marks                 1997     $300,231     $150,000        ---            ---          $16,292
    Chairman of the       1996     $252,000     $175,000        ---            ---             ---
    Board and Chief       1995     $252,969     $ 50,000        ---            ---             ---
    Executive Officer

Richard Marks             1997     $300,231     $150,000      $12,695        50,000         $   135
    President and Chief   1996     $252,145     $175,000      $ 9,060          ---              ---
    Operating Officer     1995     $252,969     $ 50,000        ---            ---              ---

Steven Kratz              1997     $175,214     $ 87,500      $ 6,501        20,000(3)
    Vice President -      1996     $152,395     $ 75,000      $ 4,569        35,000(3)
    Operations            1995     $128,442     $ 10,000        ---            ---
                                               
Peter Bromberg            1997     $119,711     $ 48,000      $ 4,597        12,500(3)
    Chief Financial       1996     $100,057     $ 40,000      $ 3,180         5,000(3)
    Officer and           1995     $ 85,000          ---        ---            ---
    Assistant Secretary                        

</TABLE>


- -----------------------
(1)  Represents  amounts  subject  to  the  Company's   non-qualified   deferred
     compensation  plan  contributed on the executive  employee's  behalf by the
     Company.
(2)  Consists of the dollar value of split-dollar life insurance benefits.
(3)  These shares were repriced during fiscal 1997.


                                       2

<PAGE>



<TABLE>
<CAPTION>
                                                OPTION GRANTS IN LAST FISCAL YEAR

                                   % OF TOTAL                                        POTENTIAL REALIZABLE
                    NUMBER OF      OPTIONS                                           VALUE AT ASSUMED
                    SECURITIES     GRANTED TO                                        ANNUAL RATES OF STOCK
                    UNDERLYING     EMPLOYEES                                         PRICE APPRECIATION FOR
                    OPTIONS        IN FISCAL    EXERCISE OR         EXPIRATION       OPTION TERMS
NAME                GRANTED        1997(4)      BASE PRICE          DATE             5%($)          10%($)
- ----                -------        ----------   --------------      --------------   -----          ------
<S>                <C>               <C>        <C>                          <C>     <C>          <C>       
Richard Marks      50,000(1)         28.1       $14.69/share        November 28,     $461,923     $1,170,604
                                                                    2006
Steven Kratz       20,000(2)         11.3       $10.63/share(5)     April 17, 2006   $133,703     $ 338,830
                                             
Peter              12,500(3)          7.0       $10.63/share(5)     April 17, 2006   $ 83,564     $ 211,769
Bromberg

</TABLE>

- ---------------
(1)  The options are currently  exercisable as to 25,000 shares and  exercisable
     as to 25,000 shares commencing December 2, 1997.
(2)  The options are fully exercisable commencing April 18, 1999.
(3)  The options are currently  exercisable as to 10,000 shares and  exercisable
     as to 2,500 shares commencing April 18, 1998.
(4)  Does not include options repriced during fiscal 1997.
(5)  The  options  were  repriced  during  fiscal  1997 from $16.00 per share to
     $10.63 per share.



<TABLE>
<CAPTION>
                        AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES


                                                  
                                                  NUMBER OF SECURITIES           VALUE OF UNEXERCISED
                    SHARES            VALUE       UNDERLYING UNEXERCISED         IN-THE-MONEY OPTIONS
                    ACQUIRED          REALIZED    OPTIONS AT FISCAL YEAR END     AT FISCAL YEAR END
NAME                ON EXERCISE(#)    ($)(1)      EXERCISABLE/UNEXERCISABLE      EXERCISABLE/UNEXERCISABLE(2)
- ----                --------------    ------      --------------------------     ----------------------------
<S>                        <C>       <C>              <C>    <C>                         <C>  
Richard Marks              0         $      0         25,000/25,000                      $0/$0

Steven Kratz          10,000         $115,750         60,000/40,000                $406,950/$132,400

Peter Bromberg         5,000         $ 57,250         15,000/17,500                $119,100/$57,925

</TABLE>

- ---------------
(1)  Represents the fair market value of the  underlying  shares of Common Stock
     on the date of exercise less the option exercise price.
(2)  Based on the fair  market  value  per  share of  $13.94  on the last day of
     fiscal 1997.



                                       3

<PAGE>



EMPLOYMENT AGREEMENTS

           The Company has entered into an employment  agreement,  as amended to
date, with Mel Marks pursuant to which he is employed full-time as the Company's
Chairman of the Board and Chief  Executive  Officer.  The  agreement  expires in
September 1999 and provides for an annual base salary of $300,000. The Company's
Board of Directors also may grant bonuses or increase the base salary payable to
Mr.  Marks.  In  addition  to his  cash  compensation,  Mr.  Marks  receives  an
automobile  allowance and other benefits,  including those generally provided to
other employees of the Company.  The agreement  further provides for a severance
payment of one year's  salary  upon  termination  of  employment  under  certain
circumstances.  In  addition,  in the  event of the  termination  of  employment
(including  termination by Mr. Marks for "good reason") within two years after a
"change in control" of the Company, Mr. Marks will (except if termination is for
cause) be entitled  to receive a lump sum payment  equal in amount to the sum of
(i) Mr. Marks' base salary and average  three-year bonus through the termination
date and (ii) three times the sum of such  salary and bonus.  In  addition,  the
Company must in such  circumstances  continue Mr.  Marks' then current  employee
benefits for the remainder of the term of the employment agreement.  In no case,
however,  may Mr.  Marks  receive  any payment or benefit in  connection  with a
change in  control in excess of 2.99  times his "base  amount"  (as that term is
defined in Section  280G of the Internal  Revenue Code of 1986,  as amended (the
"Code")).

           The Company has entered into an employment  agreement,  as amended to
date,  with Mr. Richard Marks pursuant to which he is employed  full-time as the
Company's  President  and Chief  Operating  Officer.  The  agreement  expires in
September 2000 and provides for an annual base salary of $400,000. The Company's
Board of Directors also may grant bonuses or increase the base salary payable to
Mr.  Marks.  In  addition  to his  cash  compensation,  Mr.  Marks  receives  an
automobile  allowance and other benefits,  including those generally provided to
other employees of the Company.  The agreement  further provides for a severance
payment of one year's  salary  upon  termination  of  employment  under  certain
circumstances.  In  addition,  in the  event of the  termination  of  employment
(including  termination by Mr. Marks for "good reason") within two years after a
"change in control" of the Company, Mr. Marks will (except if termination is for
cause) be entitled to receive a lump-sum  payment  equal in amount to the sum of
(i) Mr. Marks' base salary and average  three-year bonus through the termination
date and (ii) three times the sum of such  salary and bonus.  In  addition,  the
Company must in such  circumstances  continue Mr.  Marks' then current  employee
benefits for the remainder of the term of the employment agreement.  In no case,
however,  may Mr.  Marks  receive  any payment or benefit in  connection  with a
change in  control in excess of 2.99  times his "base  amount"  (as that term is
defined in Section 280G of the Code).

           The Company has entered into an employment  agreement,  as amended to
date,  with Mr. Steven Kratz  pursuant to which he is employed  full-time as the
Company's Vice President - Operations.  The agreement  expires in September 1999
and  provides  for an annual base salary of  $225,000.  The  Company's  Board of
Directors  also may grant  bonuses or increase  the base  salary  payable to Mr.
Kratz.  In addition to his cash  compensation,  Mr. Kratz has exclusive use of a
Company-owned  automobile and he receives additional  benefits,  including those
that are generally  provided to other employees of the Company.  Pursuant to the
agreement,  Mr. Kratz also has been granted  options under the 1994 Stock Option
Plan to purchase (i) 65,000 shares of Common Stock at an exercise price of $6.00
per share,  30,000 of which have been  exercised  and the remainder of which are
fully  vested,  and (ii) 35,000  shares of Common Stock at an exercise  price of
$10.63 per share, of which 15,000 are exercisable  commencing  September 1, 1997
and 20,000 are exercisable commencing September 1, 1998.

           The Company has entered into an employment  agreement,  as amended to
date, with Mr. Peter Bromberg pursuant to which he is employed  full-time as the
Company's Chief Financial  Officer.  The agreement expires in September 1998 and
provides  for an  annual  base  salary  of  $145,000.  In  addition  to his cash
compensation,  Mr.  Bromberg  receives an automobile  allowance  and  additional
benefits, including those that are


                                       4

<PAGE>



generally provided to other employees of the Company. Pursuant to the agreement,
Mr.  Bromberg also has been granted  options under the 1994 Stock Option Plan to
purchase  (i) 20,000  shares of Common  Stock at an exercise  price of $6.00 per
share,  5,000 of which have been  exercised and the remainder of which are fully
vested,  and (ii) 5,000 shares of Common  Stock at an exercise  price of $10.63,
all of which are fully vested.

           In  conformity  with the Company's  policy,  all of its directors and
officers  execute   confidentiality   and  nondisclosure   agreements  upon  the
commencement of employment with the Company.  The agreements  generally  provide
that all  inventions  or  discoveries  by the employee  related to the Company's
business  and  all  confidential  information  developed  or made  known  to the
employee  during the term of employment  shall be the exclusive  property of the
Company and shall not be disclosed to third parties  without  prior  approval of
the Company. The Company's employment agreements with Messrs. Marks and Bromberg
also  contain  non-competition  provisions  that  preclude  each  employee  from
competing  with  the  Company  for a  period  of two  years  from  the  date  of
termination of his employment. The Company's employment agreement with Mr. Kratz
contains a non-competition provision which precludes him from competing with the
Company for a period of one year from the date of termination of his employment.
Public policy limitations and the difficulty of obtaining  injunctive relief may
impair the Company's  ability to enforce the  non-competition  and nondisclosure
covenants made by its employees.

EXECUTIVE AND KEY EMPLOYEE INCENTIVE BONUS PLAN

           In August 1995,  the Board of Directors  approved the adoption of the
Company's  Executive and Key Employee  Incentive  Bonus Plan (the "Bonus Plan").
The purpose of the Bonus Plan is to provide an incentive for (i) each officer of
the  Company  elected  by  the  Board  of  Directors  and  not  excluded  by the
Compensation  Committee,  including the executive  officers named in the Summary
Compensation  Table,  and  (ii)  each key  employee  expressly  included  by the
Compensation Committee (collectively, the "Participants") to achieve substantial
increases in the  profitability  of the Company in  comparison  to the Company's
performance in the previous fiscal year by providing bonus  compensation tied to
such increases in profitability.

           The Bonus Plan is administered by the Compensation  Committee,  which
has the power and  authority  to take all  actions  and make all  determinations
which it deems necessary or desirable to effectuate, administer or interpret the
Bonus  Plan,  including  the power and  authority  to extend,  amend,  modify or
terminate  the Bonus Plan at any time and to change award  periods and determine
the time or times for payment of bonuses. The Compensation Committee establishes
the bonus targets and  performance  goals and  establishes any other measures as
may be necessary to meet the objectives of the Bonus Plan.

           No bonuses  will be awarded  under the Bonus Plan unless the earnings
before interest and taxes,  exclusive of  extraordinary  items, of a fiscal year
exceeds such earnings for the prior fiscal year by at least 20%. Under the Bonus
Plan,  Participants  are grouped  into four  classes,  with each class  having a
different  range of bonus  payments  for  achieving  specified  targets  of such
earnings.  The maximum bonus  payments,  payable in the event that such earnings
for a fiscal year exceed such  earnings for the prior fiscal year by 40%,  range
among the groups from 27% to 50% of base salary.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

           The members of the  Compensation  Committee  during fiscal 1997 were,
until August 4, 1996, Messrs. Rosenzweig, Moskowitz, M. Marks (an officer of the
Company) and R. Marks (also an officer of the Company) and, thereafter,  Messrs.
Rosenzweig,  Moskowitz and Joffe. No member of the Compensation  Committee has a
relationship  that would constitute an interlocking  relationship with executive
officers  or  directors  of another  entity.  In  October  1996,  pursuant  to a
three-year consulting agreement entered into by the


                                       5

<PAGE>



Company and Mr. Joffe (as  described  below),  Mr. Joffe was granted  options to
purchase  15,000 shares of Common Stock at an exercise price of $13.44 per share
as compensation for financial advisory and consulting services thereunder.

COMPENSATION OF DIRECTORS

           Each  of  the  Company's   non-employee   directors  receives  annual
compensation  of $10,000,  is paid a fee of $2,000 for each meeting of the Board
of  Directors  attended and $500 for each meeting of a Committee of the Board of
Directors  attended and is reimbursed for reasonable  out-of-pocket  expenses in
connection therewith.

           The  Company's  1994  Non-Employee  Director  Stock  Option Plan (the
"Non-Employee  Director Plan") provides that each  non-employee  director of the
Company will be granted thereunder  ten-year options to purchase 1,500 shares of
Common Stock upon his or her initial  election as a director,  which options are
fully  exercisable on the first  anniversary of the date of grant.  The exercise
price of the option will be equal to the fair market  value of the Common  Stock
on the date of grant. The Non-Employee Director Plan was adopted by the Board of
Directors on October 1, 1994, and by the  shareholders  in August 1995, in order
to attract,  retain and provide  incentive to directors who are not employees of
the Company. The Board of Directors does not have authority, discretion or power
to select  participants  who will receive options  pursuant to the  Non-Employee
Director Plan, to set the number of shares of Common Stock to be covered by each
option,  to set the  exercise  price or period  within  which the options may be
exercised  or to alter other terms and  conditions  specified  in such plan.  To
date,  options to purchase 4,500 shares of Common Stock, at an exercise price of
$8.125 per share,  have been granted under the Non-Employee  Director Plan, none
of which has been exercised.

           In addition,  the Company's 1994 Stock Option Plan provides that each
non-employee  director of the Company receive formula grants of stock options as
described  below.  Each  person who  served as a  non-employee  director  of the
Company  during all or part of a fiscal year (the "Fiscal Year") of the Company,
including  March  31 of  that  Fiscal  Year,  will  receive  on the  immediately
following April 30 (the "Award Date"),  as compensation for services rendered in
that  Fiscal  Year,  an  award  under  the  Stock  Option  Plan  of  immediately
exercisable  ten-year  options to purchase 1,500 shares of Common Stock (a "Full
Award") at an exercise  price equal to the fair market value of the Common Stock
on the Award Date. Each non-employee director who served during less than all of
the Fiscal Year is awarded one-twelfth of a Full Award for each month or portion
thereof  that he or she served as a  non-employee  director of the  Company.  As
formula grants under the Stock Option Plan,  the foregoing  grants of options to
directors are not subject to the determinations of the Board of Directors or the
Compensation Committee.

           In September 1995, the Company  entered into a three-year  consulting
agreement  with Selwyn Joffe,  a director of the Company,  pursuant to which Mr.
Joffe is to provide certain  financial  advisory and consulting  services to the
Company. The agreement provides that Mr. Joffe receive, on that date and on each
of  the  next  two  anniversaries  of  that  date,  subject  to  his  continuing
performance  under the  consulting  agreement as  compensation  for his services
thereunder,  a one-time  grant of  immediately  exercisable  options to purchase
15,000  shares of Common  Stock at an  exercise  price  equal to the fair market
value of the Common Stock. Accordingly, in September 1995, Mr. Joffe was granted
ten-year  options to purchase 15,000 shares of Common Stock at an exercise price
of $13.125 per share.  Further in accordance with the consulting  agreement,  in
October 1996, Mr. Joffe was granted  ten-year  options to purchase 15,000 shares
of Common Stock at an exercise price of $13.44 per share.




                                       6

<PAGE>




ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

           The  following  table  sets  forth,  as of  July  21,  1997,  certain
information as to the Common Stock ownership of each of the Company's directors,
each of the  officers  included in the Summary  Compensation  Table  below,  all
executive officers and directors as a group and all persons known by the Company
to be the  beneficial  owners of more than five percent of the Company's  Common
Stock.


<TABLE>
<CAPTION>

Name and Address                                 Amount and Nature of     Percent
of Beneficial Shareholder                      Beneficial Ownership(1)    of Class
- -------------------------                      -----------------------    --------
<S>                                                    <C>                  <C>  
Mel Marks                                              764,411              15.1%
    c/o Motorcar Parts & Accessories, Inc.
    2727 Maricopa Street
    Torrance, CA 90503

Richard Marks                                        563,122(2)             11.1%
    c/o Motorcar Parts & Accessories, Inc.
    2727 Maricopa Street
    Torrance, CA 90503

Gary J. Simon(3)                                     253,714               5.0%
    c/o Parker Chapin Flattau & Klimpl, LLP
    1211 Avenue of the Americas
    New York, NY 10036

Steven Kratz                                          50,000(4)             (9)
    c/o Motorcar Parts & Accessories, Inc.
    2727 Maricopa Street
    Torrance,  CA  90503

Peter Bromberg                                        30,900(5)             (9)
    c/o Motorcar Parts & Accessories, Inc.
    2727 Maricopa Street
    Torrance,  CA  90503

Mel Moskowitz                                         6,500(6)              (9)
    6963 Queen Ferry Circle
    Boca Raton, FL  33496

Murray Rosenzweig                                     17,500(6)             (9)
    24 Northwood Lane
    Boynton Beach, FL  33436



                                       7

<PAGE>



Name and Address                                 Amount and Nature of     Percent
of Beneficial Shareholder                      Beneficial Ownership(1)    of Class
- -------------------------                      -----------------------    --------

Selwyn Joffe                                          35,150(7)             (9)
    c/o Eatertainment LLC
    8619 Sunset Boulevard
    Los Angeles, CA  90069

Directors and executive                            1,467,583(8)             28.1%
    officers as a group
    (7 persons)
</TABLE>

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

(1)  The listed shareholders, unless otherwise indicated in the footnotes below,
     have direct ownership over the amount of shares indicated in the table.

(2)  Includes  25,000 shares  issuable  upon  exercise of currently  exercisable
     options,  142,857 shares held by The Richard Marks Trust,  of which Richard
     Marks is a Trustee and a beneficiary,  4,750 shares held by Mr. Marks' wife
     and 8,996 shares held by his son.

(3)  Gary J. Simon,  by virtue of his shared voting and  dispositive  power as a
     Trustee over the shares held by both The Richard  Marks Trust and The Debra
     Schwartz  Trust,  may be deemed the beneficial  owner of a total of 250,714
     shares, representing the aggregate share holdings of the trusts.

(4)  Represents  35,000 shares  issuable upon exercise of currently  exercisable
     options and 15,000 shares  issuable  upon  exercise of options  exercisable
     commencing September 1, 1997 granted under the 1994 Stock Option Plan.

(5)  Includes  30,000 shares  issuable  upon  exercise of currently  exercisable
     options granted under the 1994 Stock Option Plan.

(6)  Includes  3,000 shares  issuable  upon  exercise of  currently  exercisable
     options  granted under the 1994 Stock Option Plan and 1,500 shares issuable
     upon  exercise  of  currently   exercisable   options   granted  under  the
     Non-Employee Director Plan.

(7)  Includes  17,750 shares  issuable  upon  exercise of currently  exercisable
     options  granted under the 1994 Stock Option Plan,  15,000 shares  issuable
     upon exercise of currently exercisable options granted under the 1996 Stock
     Option  Plan  and  1,500  shares   issuable   upon  exercise  of  currently
     exercisable options granted under the Non-Employee Director Plan.

(8)  Includes  128,750  shares  issuable upon exercise of currently  exercisable
     options  granted under the 1994 Stock Option Plan,  15,000 shares  issuable
     upon exercise of currently exercisable options granted under the 1996 Stock
     Option  Plan  and  4,500  shares   issuable   upon  exercise  of  currently
     exercisable options granted under the Non-Employee Director Plan.

(9)  Less than 1%.


                                       8

<PAGE>






                                   SIGNATURES

           Pursuant to the requirements of Section 13 or 15(d) 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.



                                              By: /S/ PETER BROMBERG
                                                 ----------------------
                                                  Peter Bromberg
                                                  Chief Financial Officer

Dated: August 11, 1997


                                       9