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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. 2)
MOTORCAR PARTS & ACCESSORIES, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class
of Securities)
620071-10-0
(CUSIP Number of Class
of Securities)
Dohn L. Kalmbach
Berman, Kalmbach & Co.
International Corporate Center
Suite B203
Rye, New York 10580-1430
Telephone Number (914) 967-8200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 7, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box _____.
Check the following box if a fee is being paid with the
statement .
<PAGE>
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Merrill C. Berman, S.S. No. ###-##-####
4. Source of Funds
PF, OO (See Item 3)
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
142,000
8. Shared Voting Power
157,000
9. Sole Dispositive Power
142,000
10. Shared Dispositive Power
157,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
299,000
13. Percent of Class Represented by Amount in Row (11)
6.1
14. Type of Reporting Person
IN
<PAGE>
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Dohn L. Kalmbach, S.S. No. ###-##-####
4. Source of Funds
PF
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
60,000
8. Shared Voting Power
46,000
9. Sole Dispositive Power
60,000
10. Shared Dispositive Power
46,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
106,000
13. Percent of Class Represented by Amount in Row (11)
2.2
14. Type of Reporting Person
IN
<PAGE>
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Leland J. Kalmbach, S.S. No. ###-##-####
4. Source of Funds
PF
6. Citizenship or Place of Organization
United States
7. Sole Voting Power
0
8. Shared Voting Power
20,000
9. Sole Dispositive Power
0
10. Shared Dispositive Power
20,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
20,000
13. Percent of Class Represented by Amount in Row (11)
0.4
14. Type of Reporting Person
IN
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Item 5. Interest in Securities of the Issuer.
The responses to Items 5(a) and 5(c) are hereby amended
by deleting the entire text thereof and substituting the
following:
(a) The number of shares of Common Stock beneficially
owned by each person identified in Item 2 hereof is:
[CAPTION]
<TABLE>
Number of Percentage
Name Shares of Class
<S> <C> <C>
Dohn L. Kalmbach 60,000 (1) 1.23
Leland J. Kalmbach 20,000 .41
Merrill C. Berman 142,000 (2) 2.92
Scott Kalmbach 13,000 .27
Peter Kalmbach 13,000 .27
Valerie S. Kalmbach 4,000 .08
Allan I. Sandler 18,000 .37
Ellen B. Sandler Trust 18,000 .37
William Rotholz and
Mrs. Rina Rotholz
JTWROS 17,000 .35
Richard Herman 5,000 .10
Lila Zimmerman 5,000 .10
Cynthia Brodsky 5,502 .11
Mary W. Ambrosio and
Joseph J. Ambrosio
JTWROS 17,000 .35
Dalia Berman 42,000 (3) .86
Ruth Pollen 1,998 .04
Mauricette Gottesman 11,000 .23
Andrew Bierig 3,000 .06
Peter Gottesman 4,500 .09
Eric P. Gottesman 3,000 .06
Melissa E. Gottesman 5,000 .10
Educational Opportunity
Fund 1,000 .02
Total 409,000 8.41
</TABLE>
______________________________
(1) Includes options to purchase 37,000 shares of Common Stock
from a broker exercisable on or before August 12, 1997 at a price
of $10.00 a share and options to purchase 18,000 shares of Common
Stock from a broker exercisable on or before October 22, 1997 at
a price of $10.00 a share.
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(2) Includes options to purchase 100,000 shares of Common Stock
from a broker exercisable on or before January 8, 1998 at a price
of $12.95 a share and options to purchase 25,000 shares of Common
Stock from a broker exercisable on or before August 12, 1997 at a
price of $10.00 a share; and options to purchase 15,000 shares of
Common Stock from a broker exercisable on or before October 7,
1997 at a price of $11.25 a share.
(3) Includes 7,000 shares held in the account of Merrill Berman
and Mrs. Dalia Berman JTWROS.
(c) During the past 60 days the only transactions in the
Company's Common Stock (other than bona fide gifts) effected by
the persons identified in response to Item 2 were: (i) those set
forth below, each of which was effected on the Nasdaq National
Market with market makers in the Common Stock; and (ii) the
following purchases and sales which were effected through a
broker: the purchase on January 7, 1997 by Merrill C. Berman of
options to purchase 100,000 shares of Common Stock at an exercise
price of $12.95 per share, which options were purchased for a
price of $4.97 per share; and the sale on January 7, 1997 by
Merrill C. Berman of options to purchase 90,000 shares of Common
Stock at an exercise price of $11.125, which options were sold
for a price of $3.97 per share. From time to time, persons
identified in response to Item 2 may make gifts of shares of
Common Stock held in their accounts.
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[CAPTION]
<TABLE>
Nature of Number Price per
Name Date Transaction of Shares Share
<S> <C> <C> <C> <C>
Merrill C. Berman 11/13/96 Buy 2,000 13.25
Dohn L. Kalmbach 11/14/96 Buy 5,000 13.475
Valerie S. Kalmbach 11/14/96 Buy 1,000 13.50
Scott Kalmbach 11/15/96 Buy 2,500 13.75
Peter Kalmbach 11/15/96 Buy 2,500 13.75
Merrill C. Berman 11/15/96 Buy 1,000 13.375
Merrill C. Berman 11/18/96 Sell 1,000 14.00
Dalia Berman 11/18/96 Buy 1,000 14.00
Scott Kalmbach 11/19/96 Buy 500 13.75
Peter Kalmbach 11/19/96 Buy 500 13.75
Lila Zimmerman 11/21/96 Buy 500 13.75
Mauricette
Gottesman 11/21/96 Buy 500 13.75
Ruth Pollen 11/21/96 Buy 1,000 13.75
Dalia Berman 11/25/96 Sell 1,000 13.50
Merrill C. Berman 11/25/96 Sell 1,000 13.50
Allen I. Sandler 11/27/96 Buy 500 14.00
Ellen B. Sandler
Trust 11/27/96 Buy 500 14.00
Ellen B. Sandler
Trust 11/28/96 Buy 500 14.00
Educational
Opportunity Fund 12/1/96 Buy 500 14.09
Ellen B. Sandler
Trust 12/9/96 Buy 500 14.375
Mauricette
Gottesman 12/9/96 Buy 500 14.375
Educational
Opportunity Fund 12/15/96 Buy 500 14.13
Merrill C. Berman 12/25/96 Sell 3,000 14.625
Merrill Berman &
Mrs. Dalia Berman
JTWROS 12/26/96 Sell 1,000 14.50
Merrill Berman &
Mrs. Dalia Berman
JTWROS 12/30/96 Sell 1,000 14.375
Ruth Pollen 12/30/96 Buy 1,000 14.375
</TABLE>
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[CAPTION]
<TABLE>
Nature of Number Price per
Name Date Transaction of Shares Share
<S> <C> <C> <C> <C>
Mary W. Ambrosio &
Joseph J. Ambrosio
JTWROS 1/3/97 Buy 1,000 14.875
Merrill Berman &
Mrs. Dalia Berman
JTWROS 1/3/97 Buy 1,998 15.00
Ruth Pollen 1/3/97 Sell 1,000 14.875
Merrill Berman &
Mrs. Dalia Berman
JTWROS 1/6/97 Sell 1,998 15.50
Ruth Pollen 1/6/97 Buy 998 15.50
Allan I. Sandler 1/6/97 Buy 500 15.50
Cynthia Brodsky 1/6/97 Buy 500 15.75
Peter Gottesman 1/7/97 Buy 500 15.125
Cynthia Brodsky 1/7/97 Buy 500 15.125
Merrill C. Berman 1/7/97 Buy 7,000 15.125
Merrill C. Berman 1/8/97 Buy 4,000 15.25
Merrill C. Berman 1/9/97 Sell 2,000 15.875
Merrill C. Berman 1/9/97 Sell 2,000 16.00
Merrill C. Berman 1/13/97 Sell 3,000 15.75
Merrill C. Berman 1/14/97 Sell 2,000 15.875
Merrill Berman &
Mrs. Dalia Berman
JTWROS 1/14/97 Buy 2,000 15.875
</TABLE>
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Signature
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
January 14, 1997
/s/ Dohn L. Kalmbach
Dohn L. Kalmbach
/s/ Dohn L. Kalmbach
Dohn L. Kalmbach
as Attorney-in-Fact
for Leland J. Kalmbach
/s/ Merrill C. Berman
Merrill C. Berman
