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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

Motorcar Parts America, Inc.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

620071100

(CUSIP Number)

Midwood Capital Management LLC
Attn: David E. Cohen
575 Boylston St.
4^th Floor
Boston, MA 02116
617-224-1751

With a copy to:

Peter M. Rosenblum, Esq.
Foley Hoag LLP
155 Seaport Blvd.
Boston, MA 02210
617-832-1151

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 10, 2008

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.

 

 

CUSIP No.		620071100	13D	Page		2		of		13	Pages

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CUSIP No. 620071100		Page 7 of 13

Item 1. Security and Issuer

This joint statement on Schedule 13D relates to the common stock, par value $.01 per share (the “Common Stock”) of Motorcar Parts America, Inc., a New York corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 2929 California St., Torrance, CA 90503.

Item 2. Identity and Background

This joint statement on Schedule 13D is being filed by David E. Cohen, Ross D. DeMont, Midwood Capital Management LLC, Midwood Capital Partners, L.P. and Midwood Capital Partners QP, L.P., who are collectively referred to as the “Reporting Persons.” Messrs. Cohen and DeMont (the “Managers”) are the managers of Midwood Capital Management LLC (“Capital”), which is the sole general partner of each of Midwood Capital Partners, L.P. (“LP”) and Midwood Capital Partners QP, L.P. (“QP” and together with LP, the “Funds”). By virtue of their positions, each of the Managers has the power to vote and dispose of the shares of Common Stock held by each of the Funds. Information with respect to each of the Reporting Persons is as follows:

(1)		(a) David E. Cohen
		(b) 575 Boylston St., 4th Floor, Boston, MA 02116
		(c) Mr. Cohen is a manager of Capital
		(d) No
		(e) No
		(f) United States
(2)		(a) Ross D. DeMont
		(b) 575 Boylston St., 4th Floor, Boston, MA 02116
		(c) Mr. DeMont is a manager of Capital
		(d) No
		(e) No
		(f) United States
(3)		(a) Midwood Capital Management LLC, a Delaware limited liability company
		(b) 575 Boylston St., 4th Floor, Boston, MA 02116
		(c) Capital is the sole general partner of, and manages and provides investment advice to, each of the Funds

CUSIP No. 620071100		Page 8 of 13

		(d) No
		(e) No
(4)		(a) Midwood Capital Partners, L.P., a Delaware limited partnership
		(b) c/o Midwood Capital Management LLC, 575 Boylston St., 4th Floor, Boston, MA 02116
		(c) LP is a private investment fund engaged in the business of investing in securities.
		(d) No
		(e) No
(5)		(a) Midwood Capital Partners QP, L.P., a Delaware limited partnership
		(b) c/o Midwood Capital Management LLC, 575 Boylston St., 4th Floor, Boston, MA 02116
		(c) QP is a private investment fund engaged in the business of investing in securities.
		(d) No
		(e) No

Item 3. Source and Amount of Funds or Other Consideration

The Reporting Persons acquired beneficial ownership of an aggregate of 561,650 shares of Common Stock for a total of $6,033,890.41 using cash from the Funds. The shares of such Common Stock held by LP and QP are held in margin accounts which from time to time may incur debit balances. Since other securities are held in such margin accounts, it is impracticable to determine the amounts, if any, borrowed with respect to such shares of Common Stock. The cost of borrowing with respect to such margin accounts fluctuates with the broker loan rate and the amount of the debit balance.

Item 4. Purpose of Transaction

The Reporting Persons have engaged in the past, and may wish to continue to engage in the future, in a constructive dialogue with management of the Issuer (“Management”), as well as with other stockholders of the Issuer and the Issuer’s Board of Directors (the “Board of Directors”), regarding the Issuer’s business operations and new strategies to create and maximize value for the Issuer’s stockholders. Such previous communications include a March 31, 2008, letter sent by Ross D. DeMont, principal of Midwood Capital Management LLC, to Mr. Selwyn Joffe, Chairman and Chief Executive Officer of the Issuer, setting forth a series of suggestions regarding matters relating to deployment of capital and corporate governance, a copy of which was attached as Exhibit 2 to Amendment No. 4 to this Schedule 13D, as filed by the Reporting Persons on March 31, 2008, and such exhibit is hereby incorporated herein by reference.

CUSIP No. 620071100		Page 9 of 13

The Reporting Persons intend to review continuously their equity interest in the Issuer. Depending upon their evaluation of the factors described below, one or more of the Reporting Persons may from time to time purchase additional securities of the Issuer, dispose of all or a portion of the securities then held by such Reporting Person, or cease buying or selling such securities. Any such additional purchases or sales of securities of the Issuer may be in the open market or privately negotiated transactions or otherwise. The factors which the Reporting Persons may consider in evaluating their equity interest in the Issuer’s business include the following: (i) the Issuer’s business and prospects; (ii) the business strategy and actions of Management and the Board of Directors to enhance the Issuer’s value to its stockholders; (iii) the performance of the Common Stock and the availability of the Common Stock for purchase at particular price levels; (iv) the availability and nature of opportunities to dispose of the Reporting Persons’ interests; (v) general economic conditions; (vi) stock market and money market conditions; (vii) other business and investment opportunities available to the Reporting Persons; and (viii) other plans and requirements of the Reporting Persons.

Depending on their assessment of the foregoing factors, the Reporting Persons may, from time to time, modify their present intention as stated in this item 4.

Except as set forth above, the Reporting Persons do not have at this time any specific plans which would result in (a) the acquisition of additional securities of the Issuer or the disposition of securities of the Issuer; (b) any extraordinary corporate transactions such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; (c) any sale or transfer of a material amount of the assets of the Issuer or of any of its subsidiaries; (d) any change in the present Management or Board of Directors, including any plans or proposals to change the number of term of directors or to fill any existing vacancies on the Board of Directors; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any change in the Issuer’s charter or by-laws which may impede the acquisition of control of the Issuer by any person; (h) the Issuer’s Common Stock being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system or a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to those enumerated above.

Item 5. Interest in Securities of the Issuer

(a) In the aggregate, the Reporting Persons beneficially own 561,650 shares of the Common Stock of the Issuer, representing approximately 4.7% of such class of securities. The beneficial ownership of each Reporting Person is as follows: (i) LP beneficially owns 301,154 shares of the Common Stock, representing approximately 2.5% of the class, (ii) QP beneficially owns 260,496 shares of the Common Stock, representing approximately 2.2% of the class, and (iii) Capital, as the sole general partner of each Fund, and Messrs. Cohen and DeMont, as the managers of Capital, each beneficially own 561,650 shares of the Common Stock of the Issuer, representing approximately 4.7% of the class. The percentage of the Common Stock beneficially owned by each Reporting Person is based on a total of 12,070,555 shares of Common Stock of the Issuer outstanding as of June 9, 2008, as reported in the most recently filed annual report of the Issuer on Form 10-K for the year ended March 31, 2008.

CUSIP No. 620071100		Page 10 of 13

(b) By virtue of their positions as managers of Capital, each of the Managers has the shared authority to vote and dispose of the shares of Common Stock reported in this joint statement Schedule 13D.

(c) The following transactions in the Common Stock were conducted by Reporting Persons from May 12, 2008 (60 days prior to the event which requires the filing of this statement) to the date hereof:

						No. of
						Shares
						Purchased				Purchase/(Sale)
Person		Date				/(Sold)				Price Per Share
Midwood Capital Partners, L.P.			06/17/2008				(700	)			($9.0000	)
			06/24/2008				(3,933	)			($7.5595	)
			06/25/2008				(740	)			($7.8000	)
			06/30/2008				25,819				$7.5500
			07/01/2008				(293	)			($7.5000	)
			07/07/2008				(1,006	)			($6.8006	)
			07/09/2008				(2,149	)			($7.0000	)
			07/10/2008				(3,378	)			($6.6998	)
			07/14/2008				(5,465	)			($6.5792	)
			07/15/2008				(5,228	)			($6.5781	)
			07/15/2008				(3,243	)			($6.6100	)
Midwood Capital Partners QP, L.P.			06/24/2008				(3,767	)			($7.5595	)
			06/25/2008				(760	)			($7.8000	)
			06/30/2008				(25,819	)			($7.5500	)
			07/01/2008				(307	)			($7.5000	)
			07/07/2008				(594	)			($6.8006	)
			07/09/2008				(1,826	)			($7.0000	)
			07/10/2008				(2,922	)			($6.6998	)
			07/14/2008				(4,735	)			($6.5792	)
			07/15/2008				(2,757	)			($6.6100	)
			07/15/2008				(4,572	)			($6.5781	)

Except as provided below, each of the above listed transactions was conducted in the ordinary course of business on the open market for cash. Purchase and sale prices do not reflect brokerage commissions paid.

The purchase and sale of 25,819 shares of Common Stock on June 30, 2008, as detailed above, was conducted via a direct transaction between the Funds, at the closing market price of Common Stock on such date, for the purpose of maintaining a pro rata allocation of Common Stock between the Funds.

CUSIP No. 620071100		Page 11 of 13

(d) N/A

(e) N/A

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

     In connection with the purchase of 91,000 shares of Common Stock of the Issuer, each of LP and QP is party to a Securities Purchase Agreement among the Issuer and the investors identified on the signature pages thereto, dated as of May 18, 2007, and a Registration Rights Agreement among the Issuer and the investors identified on the signature pages thereto, dated as of May 18, 2007. The forms of each of the Securities Purchase Agreement, the Registration Rights Agreement are attached as Exhibits 10.1, 10.2 and 10.4 to the Form 8-K filed by the Issuer on May 18, 2007.

     The Reporting Persons are parties to a Joint Filing Agreement dated January 17, 2006, a copy of which was previously filed with this Schedule 13D and is hereby incorporated by reference herein.

     Except for matters described in this Schedule 13D (including in any previous amendment hereto), and the Exhibits attached hereto, there are no other contracts, arrangements, understandings, or relationships (legal or otherwise) among the Reporting Persons, or between any Reporting Person(s) and any third party, with respect to any securities of the Issuer, including, but not limited to, transfer or voting any of the securities, finder’s fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits

N/A

CUSIP No. 620071100		Page 12 of 13

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.

		DATE:		July 16, 2008
		MIDWOOD CAPITAL PARTNERS, L.P.
		By: Midwood Capital Management LLC
		General Partner

		By: /s/ David E. Cohen
		David E. Cohen
		Manager
		MIDWOOD CAPITAL
		PARTNERS QP, L.P.
		By: Midwood Capital Management LLC
		General Partner
		By: /s/ David E. Cohen
		David E. Cohen
		Manager
		MIDWOOD CAPITAL
		MANAGEMENT LLC
		By: /s/ David E. Cohen
		David E. Cohen
		Manager

CUSIP No. 620071100		Page 13 of 13

		DAVID E. COHEN
		By: /s/ David E. Cohen
		David E. Cohen
		ROSS D. DEMONT
		By: /s/ Ross D. DeMont
		Ross D. DeMont