SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] Soliciting Material Under Rule
[_] Confidential, For Use of the 14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials

STANDARD MOTOR PRODUCTS
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:

________________________________________________________________________________

3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):

________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:

________________________________________________________________________________
5) Total fee paid:

________________________________________________________________________________
[_] Fee paid previously with preliminary materials:

________________________________________________________________________________
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.

1) Amount previously paid:

________________________________________________________________________________
2) Form, Schedule or Registration Statement No.:

________________________________________________________________________________
3) Filing Party:
STANDARD MOTOR PRODUCTS
________________________________________________________________________________
4) Date Filed:
4/23/2002
________________________________________________________________________________

NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
May 23, 2002
April 23, 2002
To the Shareholders of
STANDARD MOTOR PRODUCTS, INC.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of STANDARD
MOTOR PRODUCTS, INC. (the "Company") will be held in the offices of JP Morgan
Chase, One Chase Manhattan Plaza, New York, NY 10081, on Thursday, the 23rd day
of May 2002 at 2:00 o'clock in the afternoon (New York Time).Please note that
this location is a change from prior years. The meeting will be held for the
following purposes:

1. To elect eleven directors of the Company, all of whom shall hold
office until the next annual meeting of shareholders and until their
successors are elected and qualified.

2. To consider and vote upon a shareholder proposal concerning
preferred share purchase rights; and

3. To transact such other business as may properly come before the
meeting.

Whether or not you plan to attend the Annual Meeting, please vote, date
and sign the enclosed Proxy, which is solicited by the Board of Directors of the
Company, and return it in the preaddressed envelope, to which no postage need be
affixed, if mailed in the United States.

By Order of the Board of Directors

/s/SANFORD KAY
--------------
SANFORD KAY
Secretary

ONLY SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON APRIL
12, 2002 WILL BE ENTITLED TO NOTICE OF OR TO VOTE AT THE
MEETING, OR ANY ADJOURNMENT THEREOF

STANDARD MOTOR PRODUCTS, INC.

37-18 NORTHERN BOULEVARD o LONG ISLAND CITY, N.Y. 11101

MANAGEMENT PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS, May 23, 2002

This statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Standard Motor Products, Inc. (the "Company") for
use at the Annual Meeting of Shareholders of the Company to be held on May 23,
2002, or at any adjournment thereof. Proxy material is being mailed on or about
April 23, 2002, to the Company's approximately 546 shareholders of record. The
total number of shares outstanding and entitled to vote on April 12, 2002, was:

Common Stock . . . . . . . . . . . . . . . . . 12,406,154

The purposes of the annual meeting are: (1) to elect eleven directors, (2) to
consider and vote upon a shareholder proposal concerning preferred share
purchase rights, and (3) to transact such other business as may properly come
before the meeting.

Proposal 1. Election of Directors

At the Annual Meeting, eleven directors are to be elected to hold office
until the next annual meeting of shareholders and until their successors are
elected and qualified. Unless individual shareholders specify otherwise, each
executed proxy will be voted for the election to the Board of Directors of the
eleven nominees named below, all of whom are currently directors of the Company.
Each director has consented to be named as a nominee and agreed to serve if
elected. If any of those named are not available for election at the time of the
Annual Meeting, discretionary authority will be exercised to vote for
substitutes unless the Board chooses to reduce the number of directors.
Management is not aware of any circumstances that would render any nominee named
herein unavailable.

The nominees are: Marilyn F. Cragin, Arthur D. Davis, Susan F. Davis,
Robert M. Gerrity, John L. Kelsey, Kenneth A. Lehman, Arthur S. Sills, Lawrence
I. Sills, Peter J. Sills, Frederick D. Sturdivant and William H. Turner.

Proposal 2: Shareholder Proposal Concerning
Preferred Share Purchase Rights

GAMCO Investors, Inc., One Corporate Center, Rye, New York 10580-1434,
which claims beneficial ownership of 2,513,727 shares of the Company's common
stock (as shown in an Amendment No. 17 filed with the Securities and Exchange
Commission on August 24, 2001 with respect to its earlier Schedule 13D), has
submitted the following proposal:

"RESOLVED: that the shareholders of Standard Motor Products, Inc. (the
"Company") hereby request the Board of Directors to redeem the Preferred Share
Purchase Rights issued pursuant to the Rights Agreement dated as of February 15,
1996, unless said issuance is approved by the affirmative vote of a majority of
the outstanding shares at a meeting of the shareholders held as soon as
practical."

The shareholder's statement in support of the proposal is as follows:

"As of February 15, 1996, the Board of Directors adopted a Rights
Agreement, which authorized the issuance of one Preferred Share Purchase Right
(the "Rights") for each outstanding share of common stock of the Company. These
Rights are a type of corporate anti-takeover device, commonly known as a "poison
pill."

"The Rights generally are exercisable when a person or group acquires a
beneficial interest in 20% or more of the common stock of the Company, or upon
the commencement or public announcement of the intention of any person to
commence a tender or exchange offer that would result in any person becoming the
beneficial owner of 20% or more of the Company's common stock. The result of the
issuance of the Rights is to vastly increase the cost to a potential bidder of
effecting any merger or tender offer that is not approved by the Board of
Directors. The Company may redeem the Rights for $.001 per Right.

"We believe the shareholders are entitled to decide on what is a fair
price for their holdings. However, as a consequence of the poison pill,
potential bidders for the Company's stock are forced to negotiate with
management, and are effectively precluded from taking their offer directly to
the shareholders.

"The Board, in an effort to improve shareholder value, should redeem the
Rights or put their continuance to a shareholder vote as soon as practical."

GAMCO Investors, Inc. Urges Shareholders To Vote For This Resolution.

Your Board of Directors Recommends a Vote Against the Above Proposal.

The Board of Directors adopted the Company's Preferred Share Purchase
Rights Agreement in February 1996 to enhance the ability of the Board to
preserve and protect shareholder value in the event of certain unsolicited
takeover attempts. Similar rights plans have been adopted by a majority of the
corporations included in the Standard & Poor's 500.

The Board believes the Rights Agreement allows the Company to more
effectively address situations involving a potential change in control or sale
of our Company. A potential acquiror who obtained beneficial ownership of more
than 20% of the Company's voting stock, without approval of the Board, would
risk substantial dilution of its holdings through operation of the Rights
Agreement. As a result, the Board believes that the Rights Agreement encourages
a potential acquiror to negotiate directly and in good faith with the Board. By
encouraging negotiation, the Rights Agreement puts the Board in a better
position to defend against unfair offers, such as coercive, partial or
two-tiered bids and stock accumulation programs in which all shareholders may
not share in the premium associated with a change in control. The Rights
Agreement also gives the Board, as elected representatives of the shareholders,
flexibility and a greater period of time within which it can properly evaluate
and determine if an offer reflects the full value of the Company and is fair to
all shareholders, and if not, to reject the offer or to seek an alternative that
meets these criteria.

The Rights Agreement is not intended to and will not prevent a takeover on
terms determined by the Board to be fair and equitable to all shareholders. If
the Board determines that an offer adequately reflects the value of the Company
and is in the best interests of all stockholders, the Board may redeem the
Rights.

A study released by Georgeson & Co. in November 1997 found that takeover
bids were actually more likely to be completed when the target had a rights
plan. Georgeson also concluded that, from 1992 to 1996, companies with rights
plans received an added $13 billion in additional takeover premiums than did
companies without rights plans.

The Board's fiduciary duty to the shareholders dictates that it evaluate
the merits of each and every acquisition proposal presented to it and seek to
insure that any proposed business combination or acquisition delivers full value
to the shareholders. The Board believes that the adoption of a Rights Agreement
is appropriately within the scope of responsibilities of the Board of Directors,
acting on behalf of the shareholders. Redeeming the Rights would remove an
important tool that the Board believes it should have for the protection of
shareholders. The Board therefore believes that any decision to redeem the
Rights should be made in the context of a specific acquisition proposal.

FOR THESE REASONS, THE BOARD OF DIRECTORS
RECOMMENDS A VOTE AGAINST THIS PROPOSAL.

Information With Respect to Nominees and Major Shareholders

Information with respect to each nominee is set forth in Chart "A" on page
3. Additional information with respect to major shareholders of the Company,
including their percentage ownership in the Company's voting stock is set forth
in Chart "B" on page 4.

Beneficial shares of common stock owned directly or held as trustee by
Fife family members aggregate 2,392,539 shares (19.1%). Shares of common stock
owned directly or held as trustee by Sills family members aggregate 2,757,321
shares (22.0%). The 252,125 shares of common stock owned by charitable
foundations of which various members of the Fife and Sills families are trustees
represent 2.0% of the total outstanding voting securities of the Company.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's common stock, to file with the
Securities and Exchange Commission and the New York Stock Exchange initial
reports of ownership and reports of changes in ownership of the common stock of
the Company. Officers, directors and greater than ten-percent shareholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file. To the Company's knowledge, based solely upon a review of
the copies of such reports furnished to the Company and representations that no
other reports were required, during the fiscal year ended December 31, 2001 all
Section 16(a) filing requirements applicable to its officers and directors were
complied with.

CHART A-INFORMATION ABOUT NOMINEES
Has Shares of Common Stock
Office with Company and Served Beneficially Owned
Directly
Principal Occupation as or Indirectly as of
Director
Name Age During the Past Five Years Since March 15, 2002*
- -------------------------------------------------------------------------------------------------------------------

Marilyn F. Cragin. . . . . . 50 Director of the Company (7) 1995 536,548
70,960 (1)
32,801 (2)
495,273 (3)

Arthur D. Davis . . . . . . 54 Vice Chairman of the Board and
Director of the Company (8) 1986 97,369 (18)
452,407 (1)
247,637 (3)

Susan F. Davis . . . . . . . 53 Director of the Company (9) 1998 98,236
31,600 (2)
247,637 (3)

Robert M. Gerrity . . . . . . 64 Director of the Company 1996 12,049 (18)
Chairman & CEO, Antrim Group, Inc. (10)

John L. Kelsey . . . . . . 76 Director of the Company (11) 1964 13,370 (18)

Kenneth A. Lehman . . . . . 58 Director of the Company 1999 7,686 (18)
Managing Director, KKP Group LLC (12)

Arthur S. Sills . . . . . . . 58 Director of the Company (13) 1995 480,444
38,976 (1)

Lawrence I. Sills . . . . . . 62 Chief Executive Officer, Chairman 1986 665,127 (4) (18)
And Director of the Company (14) 328,663 (1)
653,164 (5) (6)

Peter J. Sills . . . . . . . 55 Director of the Company (15) 2000 492,685
38,976 (1)

Frederick D. Sturdivant . . . 64 Director of the Company 2001 1,361
Chairman Reinventures, LLC (16)

William H. Turner . . . . . . 62 Director of the Company 1990 13,049 (18)
Chairman Advisory Council
PNC Bank, N. A. New Jersey (17)

(1) Shares are subject to family trusts in which beneficial ownership is
disclaimed.

(2) Held as custodian for minor children.

(3) Arthur D. Davis, Susan F. Davis, Marilyn F. Cragin and John Cragin
(Marilyn's husband) are trustees of various Fife family trusts which
total 990,547 shares.

(4) Includes 4,346 shares allocated to the account of Lawrence I. Sills
under the Company's ESOP.

(5) Shares in the Estate of Nathaniel L. Sills of which Lawrence I.
Sills is Executor.

(6) Excludes 143,062 shares held in the Sills Family Foundation.

(7) Marilyn F. Cragin is the daughter of Bernard Fife (deceased) and
sister of Susan F. Davis. She is a co-owner of an art gallery. Prior
to that she was a practicing psychotherapist.

(8) Arthur D. Davis is the son-in-law of Bernard Fife and husband of
Susan F. Davis. He was appointed Vice President, Materials
Management of the Company in May 1986 and held that position until
January 1989 when he resigned that position. He was elected Vice
Chairman of the Board on December 14, 2000.

(9) Susan F. Davis is the daughter of Bernard Fife, wife of Arthur D.
Davis and sister of Marilyn F. Cragin.

(10) Mr. Gerrity has been the Chairman & CEO of the Antrim Group, Inc.
since 1996. Prior to that he was the Vice Chairman of New Holland,
n. v. He is also a director of Harnischfeger Industries Inc.,
Libralter Engineering Systems Inc. and Birmingham Steel Inc.

(11) Mr. Kelsey, now retired, was Advisory Director, PaineWebber Inc. in
which capacity his responsibilities included all facets of
investment banking.

(12) Mr. Lehman has been the Co-President of the KKP Group LLC since
1999. On November 1, 2000 he became Managing Director of the KKP
Group LLC. Prior to that he was the Co-Chairman and Chief Executive
Officer of Fel-Pro Incorporated from 1990 through December 31, 1998.
He is also a Director of Gold Eagle Co.

(13) Arthur S. Sills is the son of Nathaniel l. Sills, (deceased), and
brother of Lawrence I. Sills and Peter J. Sills. He has been an
educator and administrator for more than twenty years.

(14) Lawrence I. Sills is the son of Nathaniel I. Sills and brother of
Arthur S. Sills and Peter J. Sills. He was elected the Chairman of
the Board on December 14, 2000.

(15) Peter Sills is the son of Nathaniel I. Sills and brother of Lawrence
I. Sills and Arthur S. Sills. He is an attorney and for the past ten
years he has been a writer.

(16) Mr.Sturdivant has been Chairman of Reinventures LLC since 2000.
Prior to that he was Executive Managing Director of Strategic
Decisions Group/Navigant from 1998 to 2000 and President of Index
Research and Advisory Services, a subsidiary of Computer Sciences
Corporation, from 1996 to 1998. Mr. Sturdivant was elected to the
Board on December 11, 2001.

(17) Mr. Turner has been the Chairman of the Advisory Council of PNC
Bank, New Jersey since June 2000. Prior to that he was the Chairman
of PNC Bank, N.A. from September 1999 to June 2000 and President of
PNC from August 1997 to September 1999. He was President & Co-CEO of
Franklin Electronic Publishers, Inc. from October 1, 1996 to July
31, 1997. He was the Vice Chairman, Chase Manhattan Bank, and its
predecessor Chemical Banking Corporation before his employment with
Franklin Electronics Publishers, Inc. He is also a director of
Franklin Electronic Publishers, Inc., Volt Information Sciences,
Inc. and New Jersey Resources Corporation.

(18) Includes a total of 151,334 shares for all named Directors subject
to options exercisable within 60 days as of March 15, 2002.

* Mrs. Marilyn F. Cragin, Mr. Arthur D. Davis, Mrs. Susan F. Davis,
Mr. Arthur S. Sills, Mr. Lawrence I. Sills and Peter J. Sills
disclaim beneficial ownership of securities with respect to which
their ownership is specified to be indirect.

CHART B--HOLDINGS OF MANAGEMENT AND HOLDERS OF 5% OR MORE OF ANY
CLASS OF THE COMPANY'S VOTING SECURITIES

Amount and
Nature of
Beneficial
Title of Address of Ownership Percent of
Class Beneficial Owner as of March 15, 2001 Class
- --------------------------------------------------------------------------------------------------------------------------

Marilyn F. Cragin (9) . . . . . . . . . . Common 37-18 Northern Boulevard 536,548 4.16
Long Island City, NY 70,960 (1) .55
32,801 (2) .22
495,273 (3) 3.84

Arthur D. Davis (10) Common 37-18 Northern Boulevard 97,369 (5) (15) .76
Long Island City, NY 452,407 (1) 3.51
247,637 (3) 1.92

Susan F. Davis (11) . . . . . . . . . . . Common 37-18 Northern Boulevard 98,236 ( .76
Long Island City, NY 31,600 (2) .25
247,637 (3) 1.92

Robert M. Gerrity . . . . . . . . . . . . Common 114 Division Street 12,049 (15) .09
Bellaire, MI.

John L. Kelsey . . . . . . . . . . . . . . Common 460 Coconut Palm Road 13,370 (15) .11
Vero Beach, FL

Kenneth A. Lehman . . . . . . . . . . . . Common 2715 Sheridan Road 7,686 (15) .06
Evanston, IL

Arthur S. Sills (12) . . . . . . . . . . . Common 37-18 Northern Boulevard 480,444 3.72
Long Island City, NY 38,976 (1) .30

Lawrence I. Sills (13) . . . . . . . . . . Common 37-18 Northern Boulevard 665,127 (15) 4.94
Long Island City, NY 328,663 (1) 2.55
653,164 (5) (6) 4.72

Peter J. Sills(14) . . . . . . . . . . . . Common 37-18 Northern Boulevard 492,685 3.82
Long Island City, NY 38,976 (1) .30

Frederick D. Sturdivant . . . . . . . . . Common 8 San Clemente Drive 1,361 .01
Carmel Valley, CA 93924

William H. Turner . . . . . . . . . . . . Common 2 Tower Center Blvd 13,049 (15) .10
East Brunswick, NJ

Directors and Officers as a
Group (eighteen persons) 5,477,177 (7) (15) 44.32

GAMCO Investors, Inc. . . . . . . . . . . Common One Corporate Center 2,513,727 (8) 19.48
Rye, NY

Dimensional Fund Advisors Inc, . . . . . . Common 1299 Ocean Avenue 809,350 ( 6.27
Santa Monica, CA

(1) Shares are subject to family trusts in which beneficial ownership is
disclaimed.

(2) Held as custodian for minor children.

(3) Arthur D. Davis, Susan F. Davis, Marilyn F. Cragin and John Cragin
(Marilyn's husband) are trustees of various Fife family trusts which
total 990,547 shares.

(4) Includes 4,346 shares allocated to the accounts of Lawrence I. Sills
under the Company's ESOP.

(5) Shares in the Estate of Nathaniel I. Sills of which Lawrence I.
Sills is Executor.

(6) Excludes 143,062 shares of Common Stock held in the Sills Family
Foundation.

(7) Includes 16,727 shares allocated to all officers under the Company's
ESOP.

(8) In an amendment, dated August 24, 2001, to its Schedule 13D, GAMCO
Investors, Inc. stated that it and certain affiliated entities
beneficially owned an aggregate of 2,513,727 shares of the Company's
Common Stock. As to such shares GAMCO or its affiliates state that
they have sole voting power for 2,453,727.

(9) Marilyn F. Cragin is the daughter of Bernard Fife (deceased) and
sister of Susan Davis.

(10) Arthur D. Davis is the son-in-law of Bernard Fife and husband of
Susan Davis.

(11) Susan F. Davis is the daughter of Bernard Fife, wife of Arthur Davis
and sister of Marilyn F. Cragin.

(12) Arthur S. Sills is the son of Nathaniel L. Sills, deceased, and a
brother of Lawrence I. Sills and Peter J. Sills.

(13) Lawrence I. Sills is the son of Nathaniel L. Sills and a brother of
Arthur S. Sills and Peter J. Sills.

(14) Peter J. Sills is the son of Nathaniel I. Sills and a brother of
Lawrence L. Sills and Arthur S. Sills.

(15) Includes 10,000, 9,000, 9,000, 4,000, 110,334 and 9,000 shares,
respectively, for Mr. Davis, Mr. Gerrity, Mr. Kelsey, Mr. Lehman,
Mr. L. Sills and Mr. Turner in the case of all listed Directors and
Officers named above, which were subject to options exercisable
within 60 days of March 15, 2002. All other Officers of the Company
as a group have 346,884 shares which were subject to options which
are exercisable within 60 days of March 15, 2002.

* Mrs. Marilyn F. Cragin, Mr. Arthur D. Davis, Mrs. Susan F. Davis,
Mr. Arthur S. Sills, Mr. Lawrence I. Sills, and Mr. Peter J. Sills
disclaim beneficial ownership of securities with respect to which
their ownership is specified to be indirect.

Meetings of the Board of Directors and Its Committees

In the last full fiscal year the total number of meetings of the Board of
Directors, including regularly scheduled and special meetings was eight.

The Company has a Compensation Committee and an Audit Committee of the
Board of Directors, each consisting of all five independent outside directors.
The members of both committees are Robert M. Gerrity, John L. Kelsey, Kenneth A.
Lehman, Frederick D. Sturdivant and William H. Turner. The Compensation
Committee's function is to approve the compensation packages (salary and bonus)
of the Company's officers, to administer the Company's Stock Option Plan and to
review the Company's overall compensation policies. The Compensation Committee
was established in late 1992 and held three meetings in 2001. The Audit
Committee recommends to the Board of Directors the engagement of the independent
auditors of the Company and reviews with the independent auditors the scope and
results of the Company's audits, the professional services furnished by them to
the Company and their Management Letter with comments on the Company's internal
accounting controls. The Audit Committee met four times in 2001. The Company
does not have a nominating committee charged with the search for and
recommendation to the Board of potential nominees for Board positions. This
function is performed by the Board as a whole, which considers all
recommendations for potential nominees. Directors Compensation

Directors who are not officers or related to officers (the "Outside
Directors") were paid a retainer of $20,000 of which at least $10,000 must be in
shares of the Company's Common Stock valued as of the date of the Annual Meeting
of Shareholders. The Chairman of the Audit Committee receives an additional
retainer of $3,500. In addition, pursuant to the Company's Independent Outside
Directors' Stock Option Plan, the Outside Directors each received a stock option
grant of 2,000 shares of the Company's Common Stock with an exercise price per
share equal to the price of the stock on the New York Stock Exchange as of the
date of the Annual Meeting of Shareholders. Outside Directors also received
$1,000 for each Board, Audit Committee and Compensation Committee meeting they
attended. Marilyn F. Cragin, Arthur D. Davis, Susan F. Davis and Arthur S. Sills
received $500 for each meeting they attended. All other directors, being
officers of the Company, received no payment for the fulfillment of their
directorial responsibilities.

During 2001 three executive officers, Lawrence I. Sills, Chairman of the
Board, John P. Gethin, President-Chief Operating Officer and James J. Burke,
Vice President Finance-Chief Financial Officer were indebted to the Company as a
result of loans made to them by the Company.

Officers who are granted options under the Company's 1994 Omnibus Stock
Option Plan are required to attain a common stock ownership position with a
market value equal to 50% of the grantee's base salary within a specified period
after the date of the original grant. The Compensation Committee permitted the
Company to make available to each grantee a loan to achieve his stock ownership
requirement at a fixed rate of interest equal to the Company's short-term
interest rate the day the loan was made. The Committee also required that any
loan made for the above purpose must be repaid within four years and must be
collateralized by the common stock acquired with the loan proceeds.

In 1997 Mr. Gethin borrowed $77,488 for the purchase of the Company's
common stock to meet the above-mentioned stock ownership requirement. At March
31, 2002, the amount of this indebtedness was $19,253. In addition, Mr. Gethin
has an outstanding loan balance of $154,787 relating to his 1999 relocation to
Texas to fulfill his responsibilities as General Manager of the Company's
Temperature Control Division. This loan carries an interest rate equal to the
Company's short-term interest rate. The terms of repayment require equal annual
principal payments of one-fourth of the original principal plus accrued
interest. The payments are to be made in April of each year beginning April
2001. The greatest amount of Mr. Gethin's indebtness with respect to all loans
in 2001 was $241,339.

In November 1999 Mr. Burke borrowed $79,943 for the purchase of the
Company's common stock to meet the above-mentioned stock ownership requirement.
The greatest amount of Mr. Burke's indebtedness with respect to all loans in
2001 was $69,716. At March 31, 2002, the amount of this indebtedness was
$57,453.

In August 2000 Mr. Sills borrowed $75,500 to purchase company stock under
a plan that was put in place on November 11, 1999 allowing officers of the
Company to borrow up to 25% of their gross annual salary to purchase shares of
the Company's common stock. The loan must be paid back in four years and carries
an interest rate equal to the Company's short-term interest rate. The greatest
amount of Mr. Sill's indebtedness with respect to all loans in 2002 was $72,830.
At March 31, 2001, the amount of the indebtedness was $61,964.

Change in Control Arrangements

The Company has long-term retention agreements with John Gethin and James
Burke. If a change in Control of the Company occurs, and within twelve months
thereafter the executive's employment is terminated by the Company without
cause, or by the executive for certain specific reasons, the executive will
receive severance payments and certain other benefits. The specific reasons
which allow the executive to resign and receive the benefits are: (1) a
reduction in status or position with the Company, (2) a reduction by the Company
in the executive's annual rate of base salary, and (3) relocation.

If the executive resigns for one of the specific reasons, or is terminated
without cause, the executive will be entitled to receive: (1) a severance
payment equal to three times his base salary plus standard bonus, payable over a
two year period, (2) continued participation for a period of thirty six months
in group medical, dental and/or life insurance plans and (3) enhanced benefits
under the Company's Supplemental Retirement Program.

A change in control of the Company for these purposes means the occurrence
of any of these events: (1) a sale of all or substantially all of the assets of
the Company to any person or group other than certain designated individuals:
(2) any person or group, other than certain designated individuals, become the
beneficial owner or owners of more than 50 percent of the total voting stock of
the Company, including by way of merger, consolidation or otherwise: (3)
Lawrence Sills ceases to be the Chairman of the Board of Directors of the
Company or the Chief Executive Officer of the Company.

Supplemental Retirement Program

Effective October 1, 2001, the Company adopted an unfunded supplemental
retirement program for eligible employees. Participation is limited to those
employees who as of the effective date have been designated by the Compensation
Committee. The Benefits under this supplemental retirement program (the
"Supplemental Program") are computed under a formula which takes into account a
percentage of the participant's average annual salary base plus bonuses and
other incentive compensation earned in three (3) of the last five (5) years of
service prior to age 60 ("Final Average Earnings") and years of participating
service. The maximum benefit payable to a participant under the Supplemental
Program is an amount equal to 50% of the participant's Final Average Earnings.
If a participant terminates his employment voluntarily prior to age 60 or is
terminated for cause (as defined in the Supplemental Program) he will forfeit
his benefits under the Supplemental Program. The benefits under the Supplemental
Program are in addition to benefits payable to participants under the Company's
401(k) Plan and SERP. Benefits under the Supplemental Program will be paid from
general corporate funds in the form of a single life annuity.

It is not possible calculate exactly each participant's benefits under the
Supplemental Program prior to retirement. However, the following tables indicate
the aggregate amount of annual benefits payable under the Supplemental Program
using the formula described above for the specified final average earnings and
years of participating services for Category A and Category B participants,
respectively, and are based upon retirement at age 60 and payment in the form of
a life annuity. A participant must have completed the number of years of
participating service specified in order to receive the benefit listed. Benefits
do not increase pro rata between the years of participating service categories
specified.

Category A
----------

Annual Benefit Years of Participating Service
---------------------------------------------
Final Average Earnings 2 5 6 7or more
- -------------------- -------- -------- -------- --------
$350,000............ $ 43,750 $ 87,500 $131,250 $175,000
$400,000............ 50,000 100,000 150,000 200,000
$450,000............ 56,250 112,500 168,750 225,000
$500,000............ 62,500 125,000 187,500 250,000
$550,000............ 68,750 127,500 206,250 275,000
$600,000............ 75,000 150,000 225,000 300,000
$650,000............ 81,250 162,500 243,750 325,000

Category B
----------
Annual Benefit Years of Participating Service
---------------------------------------------
Final Average Earnings 4 10 12 14
- -------------------- -------- -------- -------- --------
$220,000............ $ 27,500 $ 55,000 $ 82,500 $110,000
$250,000............ 31,250 62,500 93,750 125,000
$280,000............ 35,000 70,000 105,000 140,000
$310,000............ 38,750 77,500 116,250 155,000
$340,000............ 42,500 85,000 127,500 170,000
$370,000............ 46,250 92,500 138,750 185,000
$400,000............ 50,000 100,000 150,000 200,000

The only participants in the Supplemental Program at the current time are Mr.
Gethin in Category A and Mr. Burke in Category B. The approximate number of
years of participating service at December 31, 2001 for each of Messrs. Gethin
and Burke was zero.

EXECUTIVE COMPENSATION

The following table sets forth the annual compensation paid or incurred by
the Company during fiscal 2001, 2000 and 1999 to the Chief Executive Officer and
the four other most highly compensated executive offices of the Company in 2001
(the named Officers).

SUMMARY COMPENSATION TABLE
Long-Term
Compensation All Other
Annual Compensation Awards Compensation

Name and ---------------------------------------------------------------------------
Principal Other Stock Options
Position Year Salary Bonus Compensation Granted (2)
(1)
- ---------------------------------------------------------------------------------------------------------------------

Lawrence I. Sills ...................... 2001 $305,000 $ 82,000 -- $ 13,730
Chief Executive Officer, Chairman ...... 2000 300,000 861 25,000 12,553
and Director ........................... 1999 300,000 25,000 25,000 22,913

John P. Gethin ......................... 2001 353,000 128,000 -- 15,776
President - Chief Operating Officer .... 2000 303,000 -- 20,000 12,627
1999 295,000 24,000 20,000 20,691

Joseph G. Forlenza ..................... 2001 305,000 104,000 -- 19,956
Vice President and ..................... 2000 293,000 144,304 15,000 12,352
General Manager Standard Division ...... 1999 280,000 26,640 15.000 20,375

James J. Burke ......................... 2001 223,000 64,000 -- 10,795
Vice President - Chief Financial Officer 2000 203,000 15,226 47,250 8,450
1999 174,375 12,000 -- 10,029

Donald Herring ......................... 2001 211,000 49,319 -- 10,691
Vice President - Aftermarket Sales ..... 2000 203,000 24,825 15,000 8,416
1999 194,000 11,097 15,000 13,049

(1) Does not include compensation associated with perquisites because
such amounts do not exceed the lesser of either $50,000 or 10% of
total salary and bonus disclosed.

(2) Represents Company contributions to the Profit Sharing, 401K, ESOP
and SERP programs on behalf of the named individual.

OPTION GRANTS IN THE LAST FISCAL YEAR

There were no grants of stock options to the Named Officers in 2001.

OPTION EXERCISES AND HOLDINGS

The following table provides information with respect to option exercises
in 2001 by the Named Officers and the value of such Named Officers' unexercised
options at December 31, 2001.

AGGREGATED OPTION EXERCISES IN 2001
AND DECEMBER 31, 2001 OPTION VALUES

Number of Shares Underlying Value of Unexercised
Shares Unexercised Options at In-the-Money Options at
Acquired on Value Fiscal Year-End Fiscal Year-End (1)
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ----------------------------------------------------------------------------------------------------------------------

Lawrence I. Sills -- -- 102,001 24,999 38,420 51,831
John P. Gethin ... 7,500 33,974 64,334 21,666 -- 46,650
Joseph G. Forlenza 1,200 6,432 55,800 15,000 17,518 31,100
James J. Burke ... -- -- 32,250 15,000 23,050 31,100
Donald Herring ... 5,000 24,151 49,000 15,000 -- 31,100

(1) Market value of unexercised options is based on the closing price of
the Company's common stock on the New York Stock Exchange of $13.90
per share on December 31, 2001 (the last trading day of 2001), minus
the exercise price

REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS

The Company's Compensation Committee of the Board of Directors was established
in 1992. The Committee is responsible for approving the compensation packages
(base salary and bonus) of the Company's officers, for administering the
Company's Stock Option Plans, and for reviewing the Company's overall
compensation policies including the structure of its bonus program.

Effective January 1, 1998 the Company modified its MBO Bonus Program into an
Economic Value Added (EVA) based program. Simply stated, EVA is equal to net
operating profit after tax, less a charge for the cost of capital. Bonuses tied
to EVA are such that increasing EVA year over year will be favorable for the
Company's shareholders as well as those whose compensation is based on EVA. In
the event of decreasing EVA, bonuses will be affected negatively to the point of
erasing the portion based upon EVA.

EVA bonuses earned in any one year may not necessarily be paid out in full. In
order to promote longer-term shareholder improvement and to provide for years
which may produce "negative EVA" results, the entire bonus structure is
monitored through a "banking" feature. The "bank" allows only a portion of the
year's earnings to be paid out in any given year, saving the remainder for lean
year's growth or negative growth. Due to this feature, it is possible to receive
a nominal bonus in a poor year only because the individual has a bank upon which
to draw. It is also possible to completely exhaust the bank or create a negative
bank. In the case of a negative bank, bonuses tied to EVA would not be paid
until the bank is once again positive. However, in January 2001 any negative
bank balances were reset to zero in order to preserve an incentive for
continuous effort in future years. In order to provide additional incentive for
achieving the goal of inventory reduction and the negative impact it would have
on gross margin and EVA, the Board established a minimal pay out if the
inventory goal was met while maintaining a high service level.

The change to EVA was made to more closely align executive compensation to
continuous improvements in corporate performance and increases in shareholder
value. In this regard, the Compensation Committee endorses the following
guidelines for compensation decisions:

o Provide a competitive total compensation package that enables the
Company to attract and retain key executive talent.

o Align all pay programs with the Company's annual and long-term
strategies and objectives. o Provide variable compensation
incentives directly linked to the performance of the Company and
improvement in shareholder return.

Under the EVA bonus program, the bonuses of the officers are based 80% on
year-over-year improvement in Company EVA and 20% on MBO goals approved by the
Compensation Committee. Earned MBO bonuses are paid out in full each year.

As part of the Company's compensation program, the Compensation Committee, from
time to time, grants stock options to the Company's executive officers and other
key employees. This feature further strengthens the link between continuous
Company improvement and long-term compensation. These grants generally include
proportional vesting over multi-year periods at increasing exercise prices. The
grants also require a holding period before they may be exercised. To gain
access to the non-vested portions, executive officers must retain ownership of
specified numbers of shares of the Company's common stock.

Submitted by:
Robert M. Gerrity
John L. Kelsey
Kenneth A. Lehman
Frederick D. Sturdivant
William H. Turner

Five Year Performance Graph
Comparison of Five Year Cumulative Total Return*

For Standard Motor Products, Inc., S&P 500 Index and a Peer Group (1)

SMP S&P PEER
500 GROUP (1)
1996 100 100 100
1997 165 133 150
1998 178 171 172
1999 122 207 95
2000 62 188 39
2001 111 166 63

Assumes $100 invested on December 31, 1996 in Standard Motor Products, Inc.
common stock, S&P 500 Index and a Peer Group (1).

* Total Return assumes reinvestment of dividends.

(1) The Peer Group companies consist of Federal-Mogul Corp., Dana Corp.,
Arvin Industries, Inc. and R&B, Inc.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees the Company's financial reporting process on
behalf of the Board of Directors. The Committee composed of five Directors, who
are "independent" as defined under the listing standards of the New York Stock
Exchange, met four times in 2001, and operates under a written charter adopted
by the Board of Directors. Management has the primary responsibility for the
financial statements and the reporting process, including the Company's systems
of internal controls. In fulfilling its oversight responsibilities, the
Committee reviewed the audited financial statements in the Annual Report on Form
10-K with management, including a discussion of the quality and the
acceptability of the Company's financial reporting and controls.

The Committee reviewed with the independent auditors, who are responsible
for expressing an opinion on the conformity of those audited financial
statements with generally accepted accounting principles, their judgements as to
the quality and the acceptability of the Company's financial reporting and such
other matters as are required to be discussed with the Committee under generally
accepted auditing standards. In addition, the Committee has discussed with the
independent auditors the auditors' independence from management and the Company,
including the matters in the auditors' written disclosures required by the
Independence Standard's Board.

The Committee also discussed with the Company's internal and independent
auditors the overall scope and plans for their respective audits. The Committee
meets periodically with the internal and the independent auditors, with and
without management present, to discuss the results of their examinations, their
evaluations of the Company's internal controls, and the overall quality of the
Company's financial reporting.

In reliance on the reviews and discussions referred to above, the
Committee recommended to the Board of Directors that the audited financial
statements be included in the Annual Report on Form 10-K for the year ended
December 31, 2001 for filing with the Securities and Exchange Commission. The
Committee also evaluated and recommended to the Board the reappointment of the
Company's independent auditors for the year 2002.

Audit Committee:
William H. Turner, Chairman
Robert M. Gerrity John L.
Kelsey Kenneth A. Lehman
Frederick D. Sturdivant

AUDIT AND NON-AUDIT FEES

The following table presents fees for professional audit services rendered
by KPMG LLP for the audit of the Company's annual financial statements for 2001,
and fees billed for other services rendered by KPMG LLP.

Audit fees, including fees paid in 2001 for services performed in 2000
and excluding audit related fees $547,000
All other fees
Audit related(1) 33,000
Other non-audit services (2) 233,000
-------
Total all other fees 266,000
-------
Total $813,000
========

(1) Audit related fees consisted principally of audits of financial
statements of certain employee benefit plans, audits of certain
foreign entities and issuance of consents.

(2) Other non-audit fees consisted principally of tax compliance and
employee benefits services.

Information as to Voting Securities

The close of business on April 12, 2002 has been fixed by the Board of
Directors as the record date for the determination of shareholders entitled to
notice of, and vote at, the Annual Meeting of Shareholders of the Company to be
held on May 23, 2002.

Holders of shares of common stock have the right to one vote for each
share registered in their names on the books of the Company as of the close of
business on the record date. On that date 12,406,154 shares of common stock were
outstanding and entitled to vote.

Voting and Revocation of Proxies

The persons named in the accompanying form of proxy will vote the shares
represented thereby, as directed in the proxy, if the proxy appears to be valid
on its face and is received on time. In the absence of specific instructions,
proxies so received will be voted for the election of the named nominees to the
Company's Board of Directors. Proxies are revocable at any time before they are
exercised by sending in a subsequent proxy (with the same or other
instructions), by appearing at the Annual Meeting and voting in person or by
notifying the Company that it is revoked.

Votes Required

Nominees receiving a plurality of the votes cast will be elected as
directors. An affirmative vote of a majority of the votes cast at the meeting is
required to approve the shareholder proposal with respect to preferred share
purchase rights. Only those votes cast for or against a proposal are used in
determining the results of a vote. Abstentions are counted for quorum purposes
only. Broker non-votes have the same effect as abstentions..

Method and Expense of Proxy Solicitation

The solicitation of proxies will be made primarily by mail. Proxies may also
be solicited personally and by telephone by regular employees of the Company at
nominal cost.

The Company does not expect to pay compensation for any solicitation of
proxies but may pay brokers and other persons holding shares in their names, or
in the name of nominees, their expenses for sending proxy material to beneficial
owners for the purpose of obtaining their proxies. The Company will bear all
expenses in connection with the solicitation of proxies

Independent Auditors

The Board of Directors of the Company has appointed KPMG LLP to audit the
accounts of the Company for the fiscal year ending December 31, 2002. Management
does not believe it is necessary for shareholders to ratify this appointment due
to the satisfactory services of KPMG LLP, in the prior year. There is no
requirement under Federal or New York law that the appointment of independent
auditors be approved by shareholders. Management's recommendation for the
appointment of KMPG LLP was unanimously approved by the Audit Committee of the
Board of Directors. It is expected that representatives of KPMG LLP will be
present at the Annual Meeting of Shareholders with an opportunity to make a
statement if they so desire and to respond to questions.

Shareholder Proposals for the 2003 Annual Meeting

To be considered for inclusion in next year's proxy Statement pursuant to
the provisions of Rule 14a-8 of the Securities and Exchange Commission,
promulgated under the Securities Exchange Act of 1934, as amended shareholder
proposals must be received at the Company's offices no later than the close of
business on December 9, 2002. Proposals should be addressed to Sanford Kay,
Secretary, Standard Motor Products, Inc., 37-18 Northern Boulevard, Long Island
City, New York 11101.

For any shareholder proposal that is not submitted for inclusion in the
next year's Proxy Statement, but is instead sought to be presented directly at
the 2003 Annual Meeting, SEC rules permit management to vote proxies in its
discretion if the Company: (1) receives notice of the proposal before close of
business on March 9, 2003, and advises shareholders in the 2003 Proxy Statement
about the nature of the matter and how management intends to vote on such
matter, or (2) does not receive notice of the proposal prior to the close of
business on March 9, 2003. Notice of intention to present proposals at the 2003
Annual Meeting should be addressed to Sanford Kay, Secretary, Standard Motor
Products, Inc., 37-18 Northern Boulevard, Long Island City, New York 11101.

The Company's 2001 Annual Report has been mailed to shareholders. A copy
of the Company's Annual Report on Form 10-K will be furnished to any shareholder
who requests the same free of charge (except for Exhibits thereto for which a
nominal fee covering reproduction and mailing expenses will be charged.)

Other Matters

On the date this Proxy Statement went to press, management knew of no
other business that will be presented for action at the Annual Meeting. In the
event that any other business should come before the meeting, it is the
intention of the proxyholders named in the proxy card to take such action as
shall be in accordance with their best judgment.

By Order of the Board of Directors
SANFORD KAY
Secretary
Dated: April 23, 2002

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE

STANDARD MOTOR PRODUCTS, INC.
REVOCABLE PROXY

ANNUAL MEETING OF SHAREHOLDERS
MAY 23, 2002

The undersigned shareholder of STANDARD MOTOR PRODUCTS, INC. (the
"Company") hereby appoints LAWRENCE I. SILLS and JOHN P. GETHIN, as Proxies,
each with the power to appoint his substitute, and hereby authorizes them to
represent and vote as designated on this Proxy, all of the shares of the
Company's Common Stock held of record by the undersigned on April 12, 2002 at
the annual meeting of the shareholders of the Company to be held on May 23,
2002, or at any adjournment thereof.

COMMON

1. Election of Directors

Marilyn F. Cragin, Arthur D. Davis, Susan F. Davis,
Robert M. Gerrity, John L. Kelsey, Kenneth A. Lehman,
Arthur S. Sills, Lawrence I. Sills, Peter J. Sills,
Frederick D. Sturdivant and William H. Turner

With- For All
For hold Except
[_] [_] [_]

INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.

DIRECTORS RECOMMEND "AGAINST"
---------
2. Shareholder proposal concerning preferred share purchase rights.

For Against Abstain
[_] [_] [_]

3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR ALL OF THE NOMINEES NAMED ABOVE AND
AGAINST PROPOSAL 2. AT THE PRESENT TIME, THE BOARD OFDIRECTORS KNOWS OF NO OTHER
BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING.

Please be sure to sign and date this Proxy in the box below.

________________________________________________
Date

________________________________________________
Shareholder sign above

________________________________________________
Co-holder (if any) sign above

=> Detach above card, sign, date and mail in postage paid envelope provided. =>

STANDARD MOTOR PRODUCTS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

Please sign exactly as your name appears on this card. When shares are
held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.

PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY

IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.

________________________________________________
________________________________________________
________________________________________________

[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE

STANDARD MOTOR PRODUCTS, INC.
REVOCABLE PROXY

ANNUAL MEETING OF SHAREHOLDERS
MAY 23, 2002

ESOP

1.Election of Directors

Marilyn F. Cragin, Arthur D. Davis, Susan F. Davis,
Robert M. Gerrity, John L.Kelsey, Kenneth A. Lehman,
Arthur S. Sills, Lawrence I. Sills, Peter J. Sills,
Frederick D. Sturdivant and William H. Turner