8-K

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): October 30, 2009

STANDARD MOTOR PRODUCTS, INC.

(Exact Name of Registrant as Specified in its Charter)

New York (State or Other Jurisdiction of Incorporation) 1-4743 (Commission File Number) 11-1362020 (I.R.S. Employee Identification Number)

37-18 Northern Boulevard, Long Island City, New York 11101

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code:  718-392-0200

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Item 8.01.  Other Events

On October 30, 2009, Standard Motor Products, Inc. (the “Company”) issued a press release announcing the pricing of an underwritten public offering of 3,000,000 shares of its common stock, at an offering price of $8.50 per share. In connection with this offering, the Company has granted the underwriters a 30-day option to purchase up to 450,000 additional shares. Goldman, Sachs & Co. is serving as the sole book-runner, with BB&T Capital Markets as a co-manager for the offering. The offering is expected to close on November 4, 2009, subject to customary closing conditions.

The Company intends to use the net proceeds from the offering to repay a portion of its outstanding indebtedness under its revolving credit facility. The Company then intends to borrow funds from time to time under its revolving credit facility for general corporate purposes.

A copy of such press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits

(c) Exhibits.

99.1 Press  release, dated October 30, 2009, announcing pricing of Standard Motor Products, Inc.’s  offering of common stock.

SIGNATURE

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 hereunto duly authorized.

STANDARD MOTOR PRODUCTS, INC.
By:	/s/ James J. Burke
	James J. Burke
	Vice President Finance, Chief Financial Officer

Date: October 30, 2009

2

Exhibit Index

Exhibit No.  Description

99.1 Press  release, dated October 30, 2009, announcing pricing of Standard Motor Products, Inc.’s  offering of common stock.

3

EX-99.1

For Immediate Release

For more information, contact:

James J. Burke

Standard Motor Products, Inc.

(718) 392-0200

Jennifer Tio

Maximum Marketing Services, Inc.

(312) 226-4111 x2449

Jennifer.tio@maxmarketing.com

Standard Motor Products, Inc. Announces

Pricing of Its Common Stock Offering

New York, NY, October 30, 2009......Standard Motor Products, Inc. (NYSE: SMP), an automotive replacement parts manufacturer and distributor, announced today the pricing of an underwritten public offering of 3,000,000 shares of its common stock, at an offering price of $8.50 per share. In connection with this offering, the Company has granted the underwriters a 30-day option to purchase up to 450,000 additional shares. Goldman, Sachs & Co. is serving as the sole book-runner, with BB&T Capital Markets as a co-manager for the offering. The offering is expected to close on November 4, 2009, subject to customary closing conditions.

The Company intends to use the net proceeds from the offering to repay a portion of its outstanding indebtedness under its revolving credit facility.The Company then intends to borrow funds from time to time under its revolving credit facility for general corporate purposes.

The shares will be issued pursuant to an effective shelf registration statement that was previously filed with the Securities and Exchange Commission. A final prospectus supplement related to the offering will be filed with the SEC and will be available on its Web site, http://www.sec.gov. Copies of the prospectus supplement and accompanying base prospectus related to this offering may be obtained from Goldman, Sachs & Co. via telephone: (866) 471-2526; facsimile: (212) 902-9316; email: prospectus-ny@ny.email.gs.com; or standard mail at Goldman, Sachs & Co., Prospectus Department, 85 Broad Street, New York, NY 10004.

This release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

37-18 Northern Blvd., Long Island City, NY  11101

(718) 392-0200