EXHIBIT 10.11
                                 -------------
                                   AMENDMENT
                                      NO. 1
                                       TO
                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

         This AMENDMENT (this "Amendment") is entered into as of this 27th day
of June, 2003, by and among STANDARD MOTOR PRODUCTS, INC., a New York
corporation ("SMP"), STANRIC, INC., a Delaware corporation ("SI"), MARDEVCO
CREDIT CORP., a New York corporation ("MCC") (SMP, SI and MCC are sometimes
collectively referred to herein as "Borrowers" and individually as a
"Borrower"), the other Credit Parties signatory to the Credit Agreement (as
herein defined), lenders who are party to the Credit Agreement ("Lenders"),
GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, in its capacity as
Agent for Lenders ("Agent"), BANK OF AMERICA, N.A., for itself, as Lender, and
as Syndication Agent, and GMAC COMMERCIAL FINANCE LLC (as successor by merger to
GMAC Commercial Credit LLC), for itself, as Lender, and as Documentation Agent.

         WHEREAS, pursuant to that certain Amended and Restated Credit Agreement
dated as of February 7, 2003, by and among Borrowers, Credit Parties, Agent,
Syndication Agent, Documentation Agent and Lenders (including all annexes,
exhibits and schedules thereto, as from time to time hereafter amended,
restated, supplemented or otherwise modified, the "Credit Agreement"), Lenders
have made Loans to, and incurred Letter of Credit Obligations on behalf of
Borrowers;

         WHEREAS, Borrowers have informed Agent that SMP intends to transfer
ownership of the Real Estate of SMP located in Long Island City, New York to SMP
Real Estate LLC (the "SPV") and, in conjunction with such transfer, SPV will be
obtaining mortgage financing on such Real Estate; and

         WHEREAS, Borrowers have informed Agent that programs similar to the
Autozone/Sun Trust Program may be instituted by significant Account Debtors and
Borrowers would like to enter into such programs on a basis similar to that
permitted for the Autozone/SunTrust Program; and

         WHEREAS, in contemplation of the Acquisition and the determination of
actual financial results, Borrowers have requested Agent and Lenders to amend
certain financial covenants and Borrowing Availability requirements; and

         WHEREAS, Borrowers have requested the ability to convert additional
loans due from Subsidiaries to equity, and Agent and Requisite Lenders are
willing to provide for such amendments as may be necessary to effectuate the
foregoing on the terms and conditions hereafter set forth.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in furtherance of the
Borrowers' duties to give further assurances to the Agent and Lenders pursuant
to the terms of the Credit Agreement, the parties hereto agree as follows:

     1. DEFINITIONS. All capitalized terms not otherwise defined herein shall
have the meanings given to them in the Credit Agreement.

     2. AMENDMENTS TO CREDIT AGREEMENT. Subject to satisfaction of the
conditions precedent set forth in Section 4 below, the Credit Agreement is
hereby amended as follows:

(a)         Section 1.6. of the Credit Agreement is hereby amended by amending
            the last sentence thereof in its entirety to provide as follows:

            "For purposes of this SECTION 1.6, the SunTrust Drafts and Customer
            Drafts received by SMP from (x) Autozone in connection with the
            Autozone/SunTrust Program, and (y) other Account Debtors in
            connection with the applicable Customer Program, respectively, shall
            be treated as if they constituted "Accounts" so long as Agent or its
            designee has possession of such SunTrust Drafts or Customers Drafts,
            as applicable."

(b)         Section 6.2(h) of the Credit Agreement is hereby amended by deleting
            "$5,000,000" and inserting "$6,000,000" in its place and stead.

(c)         Section 6.6 of the Credit Agreement is hereby amended by deleting
            the word "and" immediately preceding clause (b) and inserting
            immediately following the last sentence the following:

            ", and (c) for Guaranteed Indebtedness incurred pursuant to the
            Guaranty dated June __, 2003 made by SMP in favor of JPMorgan Chase
            Bank in connection with the transfer of ownership to SMP LLC of the
            Real Estate of SMP located in Long Island City, New York."

(d)         Section 6.8(f) of the Credit Agreement is hereby deleted in its
            entirety and replaced with the following:

            "(f) the sale of any (x) Sun Trust Drafts pursuant to the
            AutoZone/Sun Trust Program, and (y) Customer Drafts pursuant to the
            applicable Customer Programs;"

(e)         Section 6.18 of the Credit Agreement is hereby amended by adding as
            a new last sentence the following:

            "For purposes of determining compliance with this Section 6.18 for
            Fiscal Year 2003, the lease payments during Fiscal Year 2003 shall
            exclude the lease payments relating to the Real Property leased
            pursuant to the Acquisition and the lease of the Long Island City
            Real Property."

(f)         Annex A of the Credit Agreement is hereby amended by adding the
            following definitions in the correct alphabetical order:

            "CUSTOMER DRAFTS" means the negotiable drafts issued by an Account
            Debtor in connection with a Customer Program.


                                       1
<PAGE>


            "CUSTOMER PROGRAM" means a program established between an Account
            Debtor and SunTrust Bank, or another bank acceptable to Agent,
            pursuant to which such Account Debtor consolidates multiple invoices
            from a supplier into a single large payment and issues a negotiable
            draft to the supplier, which draft is purchased by SunTrust Bank, or
            such other acceptable bank, from the supplier at an agreed upon
            purchase price.

            "SMP LLC" means SMP Real Estate LLC, a Delaware limited liability
            company.

(g)         Annex D-2 of the Credit Agreement is hereby amended by amending
            J.(y) thereof by deleting "$47,000,000" and inserting "$60,000,000"
            in its place and stead.

(h)         Annex G of the Credit Agreement is hereby amended as follows:

            (i) Section 2(a) of Annex G is hereby amended by amending the EBITDA
            requirements in their entirety as follows:

                           FISCAL QUARTER ENDING                     EBITDA

                           March 31, 2003                         $ 5,000,000
                           June 30, 2003                          $15,000,000
                           September 30, 2003                     $30,000,000
                           December 31, 2003                      $33,000,000
                           March 31, 2004                         $38,000,000
                           June 30, 2004                          $45,000,000
                           September 30, 2004                     $50,000,000
                           December 31, 2004                      $55,000,000

            (ii) Section 2(b) of Annex G is hereby amended by amending the
            minimum Fixed Charge Coverage Ratio requirements as follows:

                           FISCAL QUARTER ENDING     FIXED CHARGE COVERAGE RATIO

                           September 30, 2004                 1.00 to 1.00
                           December 31, 2004                  1.10 to 1.00
                           March 31, 2005 and each Fiscal     1.25 to 1.00
                           Quarter ending thereafter

            (iii) Section 2(c) of Annex G is hereby amended by amending the
            Maximum Capital Expenditure limitations as follows:

                          FISCAL YEAR         MAXIMUM CAPITAL EXPENDITURE

                          2003                     $17,000,000
                          2004                     $18,000,000
                          2005                     $18,000,000
                          2006                     $18,000,000
                          2007                     $18,500,000


                                       2
<PAGE>


     3. CONSENT. Anything in the Credit Agreement to the contrary
notwithstanding, SMP may establish SMP LLC and contribute the Long Island City
Real Property to SMP LLC subject to the following conditions: (i) the net
proceeds (such proceeds to be at least $9,000,000) of the mortgage loan in the
original principal amount of $10,000,000, from JP Morgan Chase Bank to SMP LLC
are distributed to SMP and remitted by SMP to Agent to be applied to the
Revolving Credit Advances, (ii) SMP obtains a Nondisturbance and Attornment
Agreement from JP Morgan Chase Bank in form and substance reasonably
satisfactory to Agent, and (iii) Agent shall have received an executed Agreement
and Landlord/Mortgagee Waiver and Consent in substantially the form of Exhibit A
to this Amendment.

     4. CONDITIONS OF EFFECTIVENESS. This Amendment shall become effective as of
the date upon which Agent shall have received (a) four (4) copies of this
Amendment executed by Borrowers, Requisite Lenders and each of the Guarantors,
(b) a true copy of the Limited Liability Company Agreement of SMP LLC and the
Loan Documents as that term is defined therein, and (c) a good standing
certificate for SMP LLC.

     5. REPRESENTATIONS AND WARRANTIES. Borrowers hereby represent and warrant
as follows:

                           (a) This Amendment and the Credit Agreement, as
         amended hereby, constitute legal, valid and binding obligations of
         Borrowers and are enforceable against Borrowers in accordance with
         their respective terms.

                           (b) Upon the effectiveness of this Amendment, each
         Borrower hereby reaffirms all covenants, representations and warranties
         made in the Credit Agreement as amended hereby and agree that all such
         covenants, representations and warranties shall be deemed to have been
         remade as of the effective date of this Amendment.

                           (c) No Event of Default or Default has occurred and
         is continuing or would exist after giving effect to this Amendment.

                           (d) Borrowers have no defense, counterclaim or offset
         with respect to the Credit Agreement.

     6. NO WAIVER. Except as set forth in Section 3 hereof, the execution,
delivery and effectiveness of this Amendment shall not operate as a waiver of
any right, power or remedy of Agent or any Lender, nor constitute a waiver of
any provision of the Credit Agreement, or any other documents, instruments or
agreements executed and/or delivered under or in connection therewith.

     7. EFFECT ON THE CREDIT AGREEMENT. All references in the Credit Agreement
and the other Loan Documents to the Credit Agreement shall be deemed to refer to
the Credit Agreement as amended hereby.


                                       3
<PAGE>


     8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK (WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW RULES).

     9. HEADINGS. Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute a part of this Amendment
for any other purpose.

     10. COUNTERPARTS; FACSIMILE. This Amendment may be executed in any number
of several counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument. Any signature
delivered by a party by facsimile transmission shall be deemed to be an original
signature hereto.




                                       4
<PAGE>

         IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed and delivered by its duly authorized officer as of the
date first set forth above.



                                      STANDARD MOTOR PRODUCTS, INC.


                                      By:
                                         -----------------------------
                                      Name:
                                           ---------------------------
                                      Title:
                                            --------------------------



                                      STANRIC, INC.


                                      By:
                                         -----------------------------
                                      Name:
                                           ---------------------------
                                      Title:
                                            --------------------------


                                      MARDEVCO CREDIT CORP.


                                      By:
                                         -----------------------------
                                      Name:
                                           ---------------------------
                                      Title:
                                            --------------------------


                                      GENERAL ELECTRIC CAPITAL
                                      CORPORATION,
                                      as Agent and Lender


                                      By:
                                          -----------------------------
                                      Name:
                                           ----------------------------
                                      Title:
                                            ---------------------------


Duly Authorized Signatory




                                       5
<PAGE>


                          GMAC COMMERCIAL FINANCE LLC (as
                          successor by merger to
                          GMAC COMMERCIAL CREDIT LLC), as
                          Documentation Agent and Lender

                          By:
                              -------------------------------
                          Name:
                               ------------------------------
                          Title:
                                 ----------------------------


                          BANK OF AMERICA, N.A.,
                          as Syndication Agent and Lender


                          By:
                              -------------------------------
                          Name:
                               ------------------------------
                          Title:
                                 ----------------------------


                          TRANSAMERICA BUSINESS CAPITAL CORPORATION,
                          as Lender


                          By:
                              --------------------------------
                          Name:
                               -------------------------------
                          Title:
                                 -----------------------------



                          CONGRESS FINANCIAL CORPORATION,
                          as Lender


                          By:
                              --------------------------------
                          Name:
                               -------------------------------
                          Title:
                                 -----------------------------


                          JPMORGAN CHASE BANK,
                          as Lender


                          By:
                              --------------------------------
                          Name:
                               -------------------------------
                          Title:
                                 -----------------------------

                                       6
<PAGE>



                          HSBC BANK USA,
                          as Lender


                          By:
                              --------------------------------
                          Name:
                               -------------------------------
                          Title:
                                 -----------------------------


                          FOOTHILL CAPITAL CORPORATION,
                          as Lender


                          By:
                              --------------------------------
                          Name:
                               -------------------------------
                          Title:
                                 -----------------------------


                          MERRILL LYNCH CAPITAL, a Division of MERRILL LYNCH
                          BUSINESS FINANCIAL SERVICES INC.,
                          as Lender


                          By:
                              --------------------------------
                          Name:
                               -------------------------------
                          Title:
                                 -----------------------------



CONSENTED TO:

SMP MOTOR PRODUCTS LTD.
By:
    ---------------------------------
Name:
     --------------------------------
Title:
         ----------------------------


RENO STANDARD INCORPORATED


By:
    ---------------------------------
Name:
     --------------------------------
Title:
      -------------------------------


                                       7
<PAGE>

EAGLEMOTIVE CORPORATION


By:
   ----------------------------------
Name:
     --------------------------------
Title:
      -------------------------------


MARATHON AUTO PARTS & PRODUCTS, INC.


By:
     --------------------------------
Name:
     --------------------------------
Title:
      -------------------------------


MOTORTRONICS, INC.


By:
   ----------------------------------
Name:
     --------------------------------
Title:
      -------------------------------


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<PAGE>