8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 6, 2006

Motorcar Parts of America, Inc.

(Exact name of registrant as specified in its charter)

New York	0-23538	11-2153962
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File Number)	Identification No.)
2929 California Street, Torrance, CA	90053
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (310) 972-4005

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT 99.1

Item 1.01. Entry into a Material Definitive Agreement.

On December 6, 2006, Motorcar Parts of America, Inc. (the “Registrant”) entered into a second amendment to its employment agreement with Selwyn Joffe, its Chairman of the Board, President and Chief Executive Officer (the “Amendment”).

Under the Amendment, Mr. Joffe’s term of employment has been extended from March 31, 2008 to August 30, 2009. In addition, the Amendment modifies Mr. Joffe’s automobile allowance and expense reimbursement provisions. All other terms and conditions of Mr. Joffe’s employment remain unchanged.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.	Description
99.1	Amendment No. 2 to Employment Agreement (Selwyn Joffe)

SIGNATURES

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

December 7, 2006	MOTORCAR PARTS OF AMERICA, INC.
	By:	/s/ MICHAEL UMANSKY
		Michael Umansky
		Vice President and General Counsel

EX-99.1

Exhibit 99.1

AMENDMENT NO. 2
TO
EMPLOYMENT AGREEMENT

          THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT, dated as of December 6, 2006 (this “AMENDMENT”), amends that certain EMPLOYMENT AGREEMENT dated as of February 14, 2003 by and between MOTORCAR PARTS OF AMERICA, INC., a New York corporation formerly known as MOTORCAR PARTS & ACCESSORIES, INC. (the “COMPANY”), and Selwyn Joffe, an individual (“EXECUTIVE”) (as amended by that certain Amendment No. 1 to Employment Agreement dated as of April 22, 2005, the “EMPLOYMENT AGREEMENT”), and is made and entered into with reference to the following facts (all capitalized terms not otherwise defined herein have the respective meanings assigned to them in the EMPLOYMENT AGREEMENT):

          WHEREAS, the COMPANY and EXECUTIVE desire to amend the EMPLOYMENT AGREEMENT to extend the term of EXECUTIVE’S employment.

          NOW, THEREFORE, the parties hereby agree as follows:

     1. Amendments to Employment Agreement.

(a)	Section 2 is hereby amended by replacing “March 31, 2008” with “August 30, 2009.”
(b)	Section 7(c) is hereby amended and restated in its entirety to read as follows:

“During the EMPLOYMENT TERM the COMPANY shall provide to EXECUTIVE an automobile allowance in the amount of Fifteen Hundred Dollars ($1500.00) per month, payable monthly. In addition, all costs of operating the automobile, including fuel, oil, insurance, repairs, maintenance and other expenses, shall be the responsibility of the COMPANY.

     2. Notices. All notices, demands and other communications provided for under this AMENDMENT shall be in writing and shall be delivered in accordance with Section 14 of the EMPLOYMENT AGREEMENT.

     3. Legal Expenses. The COMPANY shall reimburse EXECUTIVE for all reasonable legal fees and disbursements incurred by EXECUTIVE in connection with the negotiation, preparation and execution of this AMENDMENT.

     4. Jurisdiction and Integration. This AMENDMENT shall be governed by and construed in accordance with the laws of the State of California, without regard to the principles of conflicts of law of such state. This AMENDMENT, together with the EMPLOYMENT AGREEMENT, contains the entire understanding between the parties hereto relating to the subject matter hereof and supersedes any prior understandings and agreements, whether oral or written, among the parties respecting such subject matter.

     5. Binding Agreement; Counterparts. This AMENDMENT shall be binding upon the parties hereto, their successors, assigns and legal representatives. This AMENDMENT may be executed in several counterparts, all of which together shall constitute one and the same agreement, binding on all of the parties, notwithstanding that all of the parties are not signatories to the original or same counterparts.

     6. Full Force and Effect. Except as expressly amended by this AMENDMENT, the EMPLOYMENT AGREEMENT shall continue in full force and effect in accordance with the provisions thereof. As used in the EMPLOYMENT AGREEMENT, “hereinafter” and “hereof,” and other words of similar import shall, unless the context otherwise requires, mean the EMPLOYMENT AGREEMENT as amended by this AMENDMENT. In the event of any conflict or inconsistency between the terms and

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conditions of the EMPLOYMENT AGREEMENT and the terms and conditions of this AMENDMENT, the terms and conditions of this AMENDMENT shall control.

          IN WITNESS WHEREOF, the undersigned parties have duly executed and delivered this AMENDMENT as of the date first above written.

MOTORCAR PARTS OF AMERICA, INC.
By:	/s/ MICHAEL UMANSKY
Name:	MICHAEL UMANSKY
Title:	VICE PRESIDENT AND GENERAL COUNSEL
/s/ SELWYN JOFFE
SELWYN JOFFE
ACKNOWLEDGED BY THE BOARD OF DIRECTORS OF MOTORCAR PARTS OF AMERICA, INC.:
/s/ RUDOLPH J. BORNEO
RUDOLPH J. BORNEO
/s/ PHILIP GAY
PHILIP GAY
/s/ MEL MARKS
MEL MARKS
/s/ IRV SIEGEL
IRV SIEGEL

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