SC 13D/A

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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. 4 )*

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.
4th 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)

March 31, 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. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be 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).

CUSIP No. 620071100  Page 2  of  14 

1	NAMES OF REPORTING PERSONS David E. Cohen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
		7	SOLE VOTING POWER
NUMBER OF
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			707,438 (including 13,649 shares underlying exercisable warrants)
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH		10	SHARED DISPOSITIVE POWER
			707,438 (including 13,649 shares underlying exercisable warrants)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	707,438 (including 13,649 shares underlying exercisable warrants)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

CUSIP No. 620071100  Page 3  of  14 

1	NAMES OF REPORTING PERSONS Ross D. DeMont
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
		7	SOLE VOTING POWER
NUMBER OF
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			707,438 (including 13,649 shares underlying exercisable warrants)
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH		10	SHARED DISPOSITIVE POWER
			707,438 (including 13,649 shares underlying exercisable warrants)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	707,438 (including 13,649 shares underlying exercisable warrants)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

CUSIP No. 620071100  Page 4  of  14 

1	NAMES OF REPORTING PERSONS Midwood Capital Management LLC I.R.S. Identification No. 14-1885029
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			707,438 (including 13,649 shares underlying exercisable warrants)
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			707,438 (including 13,649 shares underlying exercisable warrants)
WITH		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	707,438 (including 13,649 shares underlying exercisable warrants)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

CUSIP No. 620071100  Page 5  of  14 

1	NAMES OF REPORTING PERSONS Midwood Capital Partners, L.P. I.R.S. Identification No. 27-0060548
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			317,378 (including 5,854 shares underlying exercisable warrants)
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			317,378 (including 5,854 shares underlying exercisable warrants)
WITH		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	317,378 (including 5,854 shares underlying exercisable warrants)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 620071100  Page 6  of  14 

1	NAMES OF REPORTING PERSONS Midwood Capital Partners QP, L.P. I.R.S. Identification No. 42-1657728
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			390,060 (including 7,795 shares underlying exercisable warrants)
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			390,060 (including 7,795 shares underlying exercisable warrants)
WITH		10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	390,060 (including 7,795 shares underlying exercisable warrants)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

CUSIP No. 620071100  Page 7  of  14 

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  14 

	(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 707,438 shares of Common Stock (including 13,649 shares of Common Stock underlying exercisable warrants) for a total of $7,753,181.43 using cash from the Funds, which amount does not include the exercise price for the unexercised warrants of $15.00 per share. 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

On March 31, 2008, the Ross D. DeMont, principal of Midwood Capital Management LLC, sent a letter 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 (the “March 31 Letter”). The suggested actions included:

• The Issuer buying back 10% to 20% of the outstanding Common Stock,

• Increasing direct ownership of the Common Stock by certain of its directors,

CUSIP No. 620071100  Page 9  of  14 

• Reducing the compensation of one of the Issuer’s directors, and

• Holding an annual meeting.

In the March 31 Letter, Mr. DeMont also discouraged the Issuer from pursuing the acquisition strategy that had been suggested by the Issuer’s management in a conference call regarding the Issuer’s third quarter financial results. The above summary is qualified in its entirety by the March 31 Letter, a copy of which is attached as Exhibit 2 hereto and is incorporated herein by reference.

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. 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.

CUSIP No. 620071100  Page 10  of  14 

Item 5. Interest in Securities of the Issuer

(a)     In the aggregate, the Reporting Persons beneficially own 707,438 shares of the Common Stock of the Issuer (including 13,649 shares of Common Stock underlying exercisable warrants), representing approximately 5.9% of such class of securities. The beneficial ownership of each Reporting Person is as follows: (i) LP beneficially owns 317,378 shares of the Common Stock (including 5,854 shares of Common Stock underlying exercisable warrants), representing approximately 2.6% of the class, (ii) QP beneficially owns 390,060 shares of the Common Stock (including 7,795 shares of Common Stock underlying exercisable warrants), representing approximately 3.2% 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 707,438 shares of the Common Stock of the Issuer (including 13,649 shares of Common Stock underlying exercisable warrants) representing approximately 5.9% of the class. The percentage of the Common Stock beneficially owned by Capital, as the sole general partner of each Fund, and Messrs. Cohen and DeMont, as the managers of Capital, is based on a total of 12,084,204 shares of the Common Stock of the Issuer outstanding as of March 31, 2008, which number is the sum of (i) 12,070,555 shares of Common Stock of the Issuer outstanding as of February 4, 2008, as reported in the most recently filed quarterly report of the Issuer on Form 10-Q for the quarter ended December 31, 2007, and (ii) 13,649 shares of Common Stock of the Issuer underlying exercisable warrants held by LP and QP. The percentage of the Common Stock beneficially owned by LP, is based on a total of 12,076,409 shares of the Common Stock of the Issuer outstanding as of March 31, 2008, which number is the sum of (i) 12,070,555 shares of Common Stock of the Issuer outstanding as of February 4, 2008, as reported in the most recently filed quarterly report of the Issuer on Form 10-Q for the quarter ended December 31, 2007, and (ii) 5,854 shares of Common Stock of the Issuer underlying an exercisable warrant held by LP. The percentage of the Common Stock beneficially owned by QP, is based on a total of 12,078,350 shares of the Common Stock of the Issuer outstanding as of March 31, 2008, which number is the sum of (i) 12,070,555 shares of Common Stock of the Issuer outstanding as of February 4, 2008, as reported in the most recently filed quarterly report of the Issuer on Form 10-Q for the quarter ended December 31, 2007, and (ii) 7,795 shares of Common Stock of the Issuer underlying an exercisable warrant held by QP.

(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 January 31, 2008 (60 days prior to the event which requires the filing of this statement) to the date hereof:

CUSIP No. 620071100  Page 11  of  14 

		No. of Shares			Purchase/(Sale)
Person	Date	Purchased/(Sold)			Price Per Share
Midwood Capital Partners, L.P.	1/31/2008		81			8.00
	2/11/2008		(56	)		(7.75	)
	2/15/2008		(1,022	)		(7.75	)
	2/22/2008		(584	)		(7.48	)
	2/27/2008		(5,486	)		(7.74	)
	2/27/2008		(8,984	)		(7.30	)
	3/04/2008		(903	)		(7.40	)
	3/05/2008		(449	)		(7.25	)
Midwood Capital Partners QP, L.P.	1/31/2008		119			8.00
	2/11/2008		(44	)		(7.75	)
	2/15/2008		(300	)		(7.76	)
	2/22/2008		(100	)		(7.75	)
	2/27/2008		(523	)		(7.75	)
	2/27/2008		(855	)		(7.75	)
	3/04/2008		(6,732	)		(7.74	)
	3/04/2008		(716	)		(7.48	)
	3/05/2008		(11,016	)		(7.30	)
	3/05/2008		(551	)		(7.25	)
	3/10/2008		(1,097	)		(7.40	)

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.

(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. On May 23, 2007, the Issuer also issued (i) to LP a warrant to purchase 5,854 shares of Common Stock of the Issuer and (ii) to QP a warrant to purchase 7,795 shares of Common Stock of the issuer, in each case at an exercise price of $15.00 per share. The forms of each of the Securities Purchase Agreement, the Registration Rights Agreement and the warrant are attached as Exhibits 10.1, 10.2 and 10.4 to the Form 8-K filed by the Issuer on May 18, 2007.

CUSIP No. 620071100  Page 12  of  14 

     Except for matters described in this Schedule 13D, 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

Exhibit 1     Joint Filing Agreement by and among David E. Cohen, Ross D. DeMont, Midwood Capital Management LLC, Midwood Capital Partners, L.P. and Midwood Capital Partners QP, L.P. dated January 17, 2006.

Exhibit 2     Letter of Midwood Capital Management LLC to Mr. Selwyn Joffe, Chairman and Chief Executive Officer, Motorcar Parts America, Inc., dated March 31, 2008.

CUSIP No. 620071100  Page 13  of  14 

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: March 31, 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 14  of  14 

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

EX-99.1

CUSIP No. 620071100  Page 1  of  2 

JOINT FILING AGREEMENT

     Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of January 17, 2006, that only one statement containing the information required by Schedule 13D, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of common stock of Motorcar Parts America, Inc., and such statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf of each of the undersigned.

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 2  of  2 

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

EX-99.2

MIDWOOD

CAPITAL MANAGEMENT, LLC

575 Boylston Street
4^th Floor
Boston, MA 02116
(617) 224-1750
(617) 224-1769 (fax)

March 31, 2008

Mr. Selwyn Joffe
Chairman & CEO
Motorcar Parts of America, Inc.
2929 California Street
Torrance, CA 90503

Dear Mr. Joffe:

Our firm has held an ownership position in MPAA for over three years — for much of this period we’ve owned over 5% of the company. During that time we believe the company has been successful in a number of operational initiatives, the most important of which has been transitioning the majority of the Company’s remanufacturing operations to lower cost geographies. As well, MPAA has taken a number of steps to improve certain financial elements, including getting current with its SEC filings and becoming listed on a major exchange. As shareholders we appreciate these improvements. However, despite this progress the stock now rests at approximately $6.00 — the same price it was four years ago and down about 60% from the 2007 high of $14.75. While we recognize that some of the stock’s poor performance is the result of a weak overall market for micro-cap stocks, we also think there are company specific issues that need to be addressed. We make the following comments and suggestions:

1. Allocating Capital: On the 3^rd quarter conference call management suggested that MPAA is considering acquisitions. As part of this strategy the former CFO has now been placed in a new role focused strictly on acquisitions. Although we do not know the specifics of what values other re-manufacturers can be acquired for, we do not think such transactions will provide the best returns on capital. Rather, we believe that the best place for the company to deploy capital is to buy back shares. If the results that management has guided to for fiscal year 2009 (ended March 2009) are realized, then buying shares would be extraordinarily accretive — we suspect far more so than acquisitions.

According to management on the 3^rd quarter call the company expects FY 2009 revenues of $150mm and EBITDA of $35mm. The current enterprise value of the company is approximately $75mm implying a forward EBITDA multiple of roughly 2.1x with very little Capex required going forward. If management and the board of directors have conviction around this forecast then we can’t imagine how doing acquisitions would be more accretive than buying back stock.

Clearly a buyback would be hard to execute given the trading volume in the stock but a tender would be quite feasible (we realize that this might require an amendment to the credit facility). Even in these tight credit markets MPAA should be able to borrow money for a 10% to 20% tender given the company’s forecast EBITDA of $35mm.

2. Insider Ownership: We would like to see some level of direct ownership of MPAA shares from directors Siegel, Borneo, and Gay. Based on our review of publicly available documents we do not see evidence that these individuals have ever owned shares of MPAA since becoming directors. Open market purchases from these directors (and management) would demonstrate their faith in MPAA’s bright future. As well, we believe that outright ownership — where capital is at risk — provides greater alignment with shareholders than do option grants alone.

3. Director Compensation: We believe that the annual consulting fee of $350,000 received by Board Member and former CEO Mel Marks is too high. We have no doubt that his years at the Company made him a useful resource for MPAA’s management. But he has been retired from MPAA for almost nine years and we would expect that much of his knowledge would have been transferred to the company by now. We suggest that this fee be meaningfully lowered or eliminated.

4. Annual Shareholder Meetings: The last annual meeting (one which we gladly attended) we can find reference to was held on November 29^th 2005 at the Harvard Club in New York City. The announcement of that annual meeting was in the Form DEF 14A filed November 8^th 2005. That means that nearly two and a half years have passed since shareholders have had the benefit of such a forum. Good governance demands that such meetings are held regularly and we request that MPAA schedule one this year.

In conclusion, we appreciate the advances the company has made operationally. Given this progress it is hard to believe that the stock is below where it was four years ago. Hopefully the company is at an inflection point where this operational progress will become increasingly evident in the financials. We imagine that as potential investors begin to see the financial benefits of the transition MPAA has made, the stock price will in part remedy itself.

However these operational efforts cannot stand alone. They should be coupled with optimal allocation of capital and improved corporate governance. Each of the steps outlined above will benefit in these areas. We strongly encourage management and the board of directors to act upon our recommendations.

We welcome you to contact us to discuss the views expressed in this letter.

Sincerely,

/s/ Ross D. DeMont
Ross D. DeMont
Principal
Midwood Capital Management LLC