UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
 (Rule 13d-101)
Amendment No. 1

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

The Pep Boys–Manny, Moe & Jack
(Name of Issuer)

Common Stock, par value $1.00 per share
(Title of Class of Securities)

     713278109
(CUSIP Number)

     Mr. James A. Mitarotonda
c/o Barington Companies Equity Partners, L.P.
888 Seventh Avenue, 17th Floor
New York, NY 10019
(212) 974-5700
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)

December 6, 2005
(Date of Event which Requires Filing
of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box: .

SCHEDULE 13D

CUSIP No. 713278109
1	)	NAME OF REPORTING PERSON
		S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
		Barington Companies Equity Partners, L.P.				13-4088890
2	)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
						(b)
3	)	SEC USE ONLY
4	)	SOURCE OF FUNDS			WC
5	)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	)	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
			7	)	SOLE VOTING POWER
NUMBER OF					735,810
SHARES
BENEFICIALLY			8	)	SHARED VOTING POWER
OWNED BY					none
EACH
REPORTING			9	)	SOLE DISPOSITIVE POWER
PERSON					735,810
WITH
			10	)	SHARED DISPOSITIVE POWER
					none
11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
					735,810
12	)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
					1.36%
14	)	TYPE OF REPORTING PERSON
					PN

SCHEDULE 13D

CUSIP No. 713278109
1	)	NAME OF REPORTING PERSON
		S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
		Barington Companies Investors, LLC				13-4126527
2	)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
						(b)
3	)	SEC USE ONLY
4	)	SOURCE OF FUNDS			OO
5	)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	)	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
			7	)	SOLE VOTING POWER
NUMBER OF					735,810
SHARES
BENEFICIALLY			8	)	SHARED VOTING POWER
OWNED BY					none
EACH
REPORTING			9	)	SOLE DISPOSITIVE POWER
PERSON					735,810
WITH
			10	)	SHARED DISPOSITIVE POWER
					none
11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
					735,810
12	)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
					1.36%
14	)	TYPE OF REPORTING PERSON
					OO

SCHEDULE 13D

CUSIP No. 713278109
1	)	NAME OF REPORTING PERSON
		S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
		Barington Companies Offshore Fund, Ltd. (BVI)
2	)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
						(b)
3	)	SEC USE ONLY
4	)	SOURCE OF FUNDS			WC
5	)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	)	CITIZENSHIP OR PLACE OF ORGANIZATION
		British Virgin Islands
			7	)	SOLE VOTING POWER
NUMBER OF					539,626
SHARES
BENEFICIALLY			8	)	SHARED VOTING POWER
OWNED BY					none
EACH
REPORTING			9	)	SOLE DISPOSITIVE POWER
PERSON					539,626
WITH
			10	)	SHARED DISPOSITIVE POWER
					none
11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
					539,626
12	)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
					1.0%
14	)	TYPE OF REPORTING PERSON
					CO

SCHEDULE 13D

CUSIP No. 713278109
1	)	NAME OF REPORTING PERSON
		S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
		Barington Investments, L.P				20-2871525
2	)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
						(b)
3	)	SEC USE ONLY
4	)	SOURCE OF FUNDS			WC
5	)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	)	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
			7	)	SOLE VOTING POWER
NUMBER OF					539,628
SHARES
BENEFICIALLY			8	)	SHARED VOTING POWER
OWNED BY					none
EACH
REPORTING			9	)	SOLE DISPOSITIVE POWER
PERSON					539,628
WITH
			10	)	SHARED DISPOSITIVE POWER
					none
11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
					539,628
12	)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
					1.0%
14	)	TYPE OF REPORTING PERSON
					PN

SCHEDULE 13D

CUSIP No. 713278109
1	)	NAME OF REPORTING PERSON
		S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
		Barington Companies Advisors, LLC				20-0327470
2	)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
						(b)
3	)	SEC USE ONLY
4	)	SOURCE OF FUNDS			OO
5	)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	)	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
			7	)	SOLE VOTING POWER
NUMBER OF					1,079,254
SHARES
BENEFICIALLY			8	)	SHARED VOTING POWER
OWNED BY					none
EACH
REPORTING			9	)	SOLE DISPOSITIVE POWER
PERSON					1,079,254
WITH
			10	)	SHARED DISPOSITIVE POWER
					none
11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
					1,079,254
12	)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
					1.99%
14	)	TYPE OF REPORTING PERSON
					IA, OO

SCHEDULE 13D

CUSIP No. 713278109
1	)	NAME OF REPORTING PERSON
		S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
		Barington Capital Group, L.P				13-3635132
2	)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
						(b)
3	)	SEC USE ONLY
4	)	SOURCE OF FUNDS			OO
5	)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	)	CITIZENSHIP OR PLACE OF ORGANIZATION
		New York
			7	)	SOLE VOTING POWER
NUMBER OF					1,815,064
SHARES
BENEFICIALLY			8	)	SHARED VOTING POWER
OWNED BY					none
EACH
REPORTING			9	)	SOLE DISPOSITIVE POWER
PERSON					1,815,064
WITH
			10	)	SHARED DISPOSITIVE POWER
					none
11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
					1,815,064
12	)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
					3.35%
14	)	TYPE OF REPORTING PERSON
					PN

SCHEDULE 13D

CUSIP No. 713278109
1	)	NAME OF REPORTING PERSON
		S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
		LNA Capital Corp				13-3635168
2	)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
						(b)
3	)	SEC USE ONLY
4	)	SOURCE OF FUNDS			OO
5	)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	)	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
			7	)	SOLE VOTING POWER
NUMBER OF					1,815,064
SHARES
BENEFICIALLY			8	)	SHARED VOTING POWER
OWNED BY					none
EACH
REPORTING			9	)	SOLE DISPOSITIVE POWER
PERSON					1,815,064
WITH
			10	)	SHARED DISPOSITIVE POWER
					none
11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
					1,815,064
12	)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
					3.35%
14	)	TYPE OF REPORTING PERSON
					CO

SCHEDULE 13D

CUSIP No. 713278109
1	)	NAME OF REPORTING PERSON
		S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
		James Mitarotonda
2	)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
						(b)
3	)	SEC USE ONLY
4	)	SOURCE OF FUNDS			OO
5	)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	)	CITIZENSHIP OR PLACE OF ORGANIZATION
		United States
			7	)	SOLE VOTING POWER
NUMBER OF					1,815,064
SHARES
BENEFICIALLY			8	)	SHARED VOTING POWER
OWNED BY					none
EACH
REPORTING			9	)	SOLE DISPOSITIVE POWER
PERSON					1,815,064
WITH
			10	)	SHARED DISPOSITIVE POWER
					none
11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
					1,815,064
12	)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
					3.35%
14	)	TYPE OF REPORTING PERSON
					IN

SCHEDULE 13D

CUSIP No. 713278109
1	)	NAME OF REPORTING PERSON
		S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
		Parche, LLC				20-0870632
2	)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
						(b)
3	)	SEC USE ONLY
4	)	SOURCE OF FUNDS			WC
5	)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	)	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
			7	)	SOLE VOTING POWER
NUMBER OF					151,527
SHARES
BENEFICIALLY			8	)	SHARED VOTING POWER
OWNED BY					none
EACH
REPORTING			9	)	SOLE DISPOSITIVE POWER
PERSON					151,527
WITH
			10	)	SHARED DISPOSITIVE POWER
					none
11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
					151,527
12	)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
					0.28%
14	)	TYPE OF REPORTING PERSON
					OO

SCHEDULE 13D

CUSIP No. 713278109
1	)	NAME OF REPORTING PERSON
		S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
		Starboard Value and Opportunity Master Fund Ltd.
2	)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
						(b)
3	)	SEC USE ONLY
4	)	SOURCE OF FUNDS			WC
5	)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIREDPURSUANT TO ITEMS 2(d) OR 2(e)
6	)	CITIZENSHIP OR PLACE OF ORGANIZATION
		Cayman Islands
			7	)	SOLE VOTING POWER
NUMBER OF					795,512
SHARES
BENEFICIALLY			8	)	SHARED VOTING POWER
OWNED BY					none
EACH
REPORTING			9	)	SOLE DISPOSITIVE POWER
PERSON					795,512
WITH
			10	)	SHARED DISPOSITIVE POWER
					none
11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
					795,512
12	)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
					1.47%
14	)	TYPE OF REPORTING PERSON
					CO

SCHEDULE 13D

CUSIP No. 713278109
1	)	NAME OF REPORTING PERSON
		S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
		RCG Carpathia Master Fund, Ltd
2	)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
						(b)
3	)	SEC USE ONLY
4	)	SOURCE OF FUNDS			WC
5	)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	)	CITIZENSHIP OR PLACE OF ORGANIZATION
		Cayman Islands
			7	)	SOLE VOTING POWER
NUMBER OF					89,297 (see Item 5)
SHARES
BENEFICIALLY			8	)	SHARED VOTING POWER
OWNED BY					none
EACH
REPORTING			9	)	SOLE DISPOSITIVE POWER
PERSON					89,297 (see Item 5)
WITH
			10	)	SHARED DISPOSITIVE POWER
					none
11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
					89,297 (see Item 5)
12	)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
					0.16%
14	)	TYPE OF REPORTING PERSON
					CO

SCHEDULE 13D

CUSIP No. 713278109
1	)	NAME OF REPORTING PERSON
		S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
		Admiral Advisors, LLC				37-1484525
2	)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
						(b)
3	)	SEC USE ONLY
4	)	SOURCE OF FUNDS			OO
5	)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6	)	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
			7	)	SOLE VOTING POWER
NUMBER OF					947,039
SHARES
BENEFICIALLY			8	)	SHARED VOTING POWER
OWNED BY					none
EACH
REPORTING			9	)	SOLE DISPOSITIVE POWER
PERSON					947,039
WITH
			10	)	SHARED DISPOSITIVE POWER
					none
11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
					947,039
12	)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
					1.75%
14	)	TYPE OF REPORTING PERSON
					OO

SCHEDULE 13D

CUSIP No. 713278109
1	)	NAME OF REPORTING PERSON
		S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
		Ramius Capital Group, LLC				13-3937658
2	)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
						(b)
3	)	SEC USE ONLY
4	)	SOURCE OF FUNDS			OO
5	)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	)	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
			7	)	SOLE VOTING POWER
NUMBER OF					1,036,336
SHARES
BENEFICIALLY			8	)	SHARED VOTING POWER
OWNED BY					none
EACH
REPORTING			9	)	SOLE DISPOSITIVE POWER
PERSON					1,036,336
WITH
			10	)	SHARED DISPOSITIVE POWER
					none
11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
					1,036,336
12	)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
					1.91%
14	)	TYPE OF REPORTING PERSON
					IA, OO

SCHEDULE 13D

CUSIP No. 713278109
1	)	NAME OF REPORTING PERSON
		S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
		C4S & Co., LLC					13-3946794
2	)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
						(b)
3	)	SEC USE ONLY
4	)	SOURCE OF FUNDS			OO
5	)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	)	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
			7	)	SOLE VOTING POWER
NUMBER OF					1,036,336
SHARES
BENEFICIALLY			8	)	SHARED VOTING POWER
OWNED BY					none
EACH
REPORTING			9	)	SOLE DISPOSITIVE POWER
PERSON					1,036,336
WITH
			10	)	SHARED DISPOSITIVE POWER
					none
11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
					1,036,336
12	)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
					1.91%
14	)	TYPE OF REPORTING PERSON
					OO

SCHEDULE 13D

CUSIP No. 713278109
1	)	NAME OF REPORTING PERSON
		S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
		Peter A. Cohen
2	)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
						(b)
3	)	SEC USE ONLY
4	)	SOURCE OF FUNDS			OO
5	)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	)	CITIZENSHIP OR PLACE OF ORGANIZATION
		United States
			7	)	SOLE VOTING POWER
NUMBER OF					none
SHARES
BENEFICIALLY			8	)	SHARED VOTING POWER
OWNED BY					1,036,336
EACH
REPORTING			9	)	SOLE DISPOSITIVE POWER
PERSON					none
WITH
			10	)	SHARED DISPOSITIVE POWER
					1,036,336
11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
					1,036,336
12	)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
					1.91%
14	)	TYPE OF REPORTING PERSON
					IN

SCHEDULE 13D

CUSIP No. 713278109
1	)	NAME OF REPORTING PERSON
		S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
		Morgan B. Stark
2	)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
						(b)
3	)	SEC USE ONLY
4	)	SOURCE OF FUNDS			OO
5	)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	)	CITIZENSHIP OR PLACE OF ORGANIZATION
		United States
			7	)	SOLE VOTING POWER
NUMBER OF					none
SHARES
BENEFICIALLY			8	)	SHARED VOTING POWER
OWNED BY					1,036,336
EACH
REPORTING			9	)	SOLE DISPOSITIVE POWER
PERSON					none
WITH
			10	)	SHARED DISPOSITIVE POWER
					1,036,336
11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
					1,036,336
12	)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
					1.91%
14	)	TYPE OF REPORTING PERSON
					IN

SCHEDULE 13D

CUSIP No. 713278109
1	)	NAME OF REPORTING PERSON
		S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
		Jeffrey M. Solomon
2	)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
						(b)
3	)	SEC USE ONLY
4	)	SOURCE OF FUNDS			OO
5	)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	)	CITIZENSHIP OR PLACE OF ORGANIZATION
		United States
			7	)	SOLE VOTING POWER
NUMBER OF					none
SHARES
BENEFICIALLY			8	)	SHARED VOTING POWER
OWNED BY					1,036,336
EACH
REPORTING			9	)	SOLE DISPOSITIVE POWER
PERSON					none
WITH
			10	)	SHARED DISPOSITIVE POWER
					1,036,336
11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
					1,036,336
12	)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
					1.91%
14	)	TYPE OF REPORTING PERSON
					IN

SCHEDULE 13D

CUSIP No. 713278109
1	)	NAME OF REPORTING PERSON
		S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
		Thomas W. Strauss
2	)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
						(b)
3	)	SEC USE ONLY
4	)	SOURCE OF FUNDS			OO
5	)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	)	CITIZENSHIP OR PLACE OF ORGANIZATION
		United States
			7	)	SOLE VOTING POWER
NUMBER OF					none
SHARES
BENEFICIALLY			8	)	SHARED VOTING POWER
OWNED BY					1,036,336
EACH
REPORTING			9	)	SOLE DISPOSITIVE POWER
PERSON					none
WITH
			10	)	SHARED DISPOSITIVE POWER
					1,036,336
11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
					1,036,336
12	)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
					1.91%
14	)	TYPE OF REPORTING PERSON
					IN

SCHEDULE 13D

CUSIP No. 713278109
1	)	NAME OF REPORTING PERSON
		S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
		RJG Capital Partners, L.P				20-0133443
2	)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
						(b)
3	)	SEC USE ONLY
4	)	SOURCE OF FUNDS			WC
5	)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	)	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
			7	)	SOLE VOTING POWER
NUMBER OF					7,200
SHARES
BENEFICIALLY			8	)	SHARED VOTING POWER
OWNED BY					none
EACH
REPORTING			9	)	SOLE DISPOSITIVE POWER
PERSON					7,200
WITH
			10	)	SHARED DISPOSITIVE POWER
					none
11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
					7,200
12	)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
					0.01%
14	)	TYPE OF REPORTING PERSON
					PN

SCHEDULE 13D

CUSIP No. 713278109
1	)	NAME OF REPORTING PERSON
		S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
		RJG Capital Management, LLC				20-0027325
2	)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
						(b)
3	)	SEC USE ONLY
4	)	SOURCE OF FUNDS			OO
5	)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	)	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
			7	)	SOLE VOTING POWER
NUMBER OF					7,200
SHARES
BENEFICIALLY			8	)	SHARED VOTING POWER
OWNED BY					none
EACH
REPORTING			9	)	SOLE DISPOSITIVE POWER
PERSON					7,200
WITH
			10	)	SHARED DISPOSITIVE POWER
					none
11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
					7,200
12	)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
					0.01%
14	)	TYPE OF REPORTING PERSON
					OO

SCHEDULE 13D

CUSIP No. 713278109
1	)	NAME OF REPORTING PERSON
		S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
		Ronald Gross
2	)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
						(b)
3	)	SEC USE ONLY
4	)	SOURCE OF FUNDS			OO
5	)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	)	CITIZENSHIP OR PLACE OF ORGANIZATION
		United States
			7	)	SOLE VOTING POWER
NUMBER OF					7,200
SHARES
BENEFICIALLY			8	)	SHARED VOTING POWER
OWNED BY					none
EACH
REPORTING			9	)	SOLE DISPOSITIVE POWER
PERSON					7,200
WITH
			10	)	SHARED DISPOSITIVE POWER
					none
11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
					7,200
12	)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
					0.01%
14	)	TYPE OF REPORTING PERSON
					IN

SCHEDULE 13D

CUSIP No. 713278109
1	)	NAME OF REPORTING PERSON
		S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
		D.B. Zwirn Special Opportunities Fund, L.P.				73-1637217
2	)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
						(b)
3	)	SEC USE ONLY
4	)	SOURCE OF FUNDS			WC
5	)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	)	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
			7	)	SOLE VOTING POWER
NUMBER OF					39,462
SHARES
BENEFICIALLY			8	)	SHARED VOTING POWER
OWNED BY					none
EACH
REPORTING			9	)	SOLE DISPOSITIVE POWER
PERSON					39,462
WITH
			10	)	SHARED DISPOSITIVE POWER
					none
11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
					39,462
12	)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
					0.07%
14	)	TYPE OF REPORTING PERSON
					PN

SCHEDULE 13D

CUSIP No. 713278109
1	)	NAME OF REPORTING PERSON
		S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
		D.B. Zwirn Special Opportunities Fund (TE), L.P.				20-0024165
2	)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
						(b)
3	)	SEC USE ONLY
4	)	SOURCE OF FUNDS			WC
5	)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	)	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
			7	)	SOLE VOTING POWER
NUMBER OF					39,489
SHARES
BENEFICIALLY			8	)	SHARED VOTING POWER
OWNED BY					none
EACH
REPORTING			9	)	SOLE DISPOSITIVE POWER
PERSON					39,489
WITH
			10	)	SHARED DISPOSITIVE POWER
					none
11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
					39,489
12	)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
					0.07%
14	)	TYPE OF REPORTING PERSON
					PN

SCHEDULE 13D

CUSIP No. 713278109
1	)	NAME OF REPORTING PERSON
		S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
		D.B. Zwirn Special Opportunities Fund, Ltd.
2	)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
						(b)
3	)	SEC USE ONLY
4	)	SOURCE OF FUNDS			WC
5	)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	)	CITIZENSHIP OR PLACE OF ORGANIZATION
		Cayman Islands
			7	)	SOLE VOTING POWER
NUMBER OF					235,015
SHARES
BENEFICIALLY			8	)	SHARED VOTING POWER
OWNED BY					none
EACH
REPORTING			9	)	SOLE DISPOSITIVE POWER
PERSON					235,015
WITH
			10	)	SHARED DISPOSITIVE POWER
					none
11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
					235,015
12	)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
					0.43%
14	)	TYPE OF REPORTING PERSON
					CO

SCHEDULE 13D

CUSIP No. 713278109
1	)	NAME OF REPORTING PERSON
		S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
		HCM/Z Special Opportunities LLC				98-0436333
2	)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
						(b)
3	)	SEC USE ONLY
4	)	SOURCE OF FUNDS			WC
5	)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	)	CITIZENSHIP OR PLACE OF ORGANIZATION
		Cayman Islands
			7	)	SOLE VOTING POWER
NUMBER OF					80,731
SHARES
BENEFICIALLY			8	)	SHARED VOTING POWER
OWNED BY					none
EACH
REPORTING			9	)	SOLE DISPOSITIVE POWER
PERSON					80,731
WITH
			10	)	SHARED DISPOSITIVE POWER
					none
11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
					80,731
12	)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
					0.15%
14	)	TYPE OF REPORTING PERSON
					OO

SCHEDULE 13D

CUSIP No. 713278109
1	)	NAME OF REPORTING PERSON
		S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
		D.B. Zwirn & Co., L.P				02-0597442
2	)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
						(b)
3	)	SEC USE ONLY
4	)	SOURCE OF FUNDS			OO
5	)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	)	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
			7	)	SOLE VOTING POWER
NUMBER OF					394,697
SHARES
BENEFICIALLY			8	)	SHARED VOTING POWER
OWNED BY					none
EACH
REPORTING			9	)	SOLE DISPOSITIVE POWER
PERSON					394,697
WITH
			10	)	SHARED DISPOSITIVE POWER
					none
11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
					394,697
12	)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
					0.73%
14	)	TYPE OF REPORTING PERSON
					PN

SCHEDULE 13D

CUSIP No. 713278109
1	)	NAME OF REPORTING PERSON
		S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
		DBZ GP, LLC				42-1657316
2	)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
						(b)
3	)	SEC USE ONLY
4	)	SOURCE OF FUNDS			OO
5	)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	)	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
			7	)	SOLE VOTING POWER
NUMBER OF					394,697
SHARES
BENEFICIALLY			8	)	SHARED VOTING POWER
OWNED BY					none
EACH
REPORTING			9	)	SOLE DISPOSITIVE POWER
PERSON					394,697
WITH
			10	)	SHARED DISPOSITIVE POWER
					none
11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
					394,697
12	)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
					0.73%
14	)	TYPE OF REPORTING PERSON
					OO

SCHEDULE 13D

CUSIP No. 713278109
1	)	NAME OF REPORTING PERSON
		S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
		Zwirn Holdings, LLC				30-0080444
2	)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
						(b)
3	)	SEC USE ONLY
4	)	SOURCE OF FUNDS			OO
5	)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6	)	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware
			7	)	SOLE VOTING POWER
NUMBER OF					394,697
SHARES
BENEFICIALLY			8	)	SHARED VOTING POWER
OWNED BY					none
EACH
REPORTING			9	)	SOLE DISPOSITIVE POWER
PERSON					394,697
WITH
			10	)	SHARED DISPOSITIVE POWER
					none
11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
					394,697
12	)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
					0.73%
14	)	TYPE OF REPORTING PERSON
					OO

SCHEDULE 13D

CUSIP No. 713278109
1	)	NAME OF REPORTING PERSON
		S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
		Daniel B. Zwirn
2	)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a)
						(b)
3	)	SEC USE ONLY
4	)	SOURCE OF FUNDS			OO
5	)	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6	)	CITIZENSHIP OR PLACE OF ORGANIZATION
		United States
			7	)	SOLE VOTING POWER
NUMBER OF					394,697
SHARES
BENEFICIALLY			8	)	SHARED VOTING POWER
OWNED BY					none
EACH
REPORTING			9	)	SOLE DISPOSITIVE POWER
PERSON					394,697
WITH
			10	)	SHARED DISPOSITIVE POWER
					none
11	)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
					394,697
12	)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
					0.73%
14	)	TYPE OF REPORTING PERSON
					IN

     This Amendment No. 1 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 21, 2005 (the “Statement”) by and on behalf of Barington Companies Equity Partners, L.P. (“Barington”) and others with respect to the common stock, par value $1.00 per share (the “Common Stock”), of The Pep Boys-Manny, Moe & Jack, a Pennsylvania corporation (the "Company"). The principal executive offices of the Company are located at 3111 West Allegheny Avenue, Philadelphia, Pennsylvania 19132.

Item 2.     Identity and Background.

     The second paragraph of Item 2(a)-(c) of the Statement is hereby amended and restated as follows:

     As of the date of this filing, the Reporting Entities are the beneficial owners of, in the aggregate, 3,253,297 shares of Common Stock, representing approximately 6.01% of the shares of Common Stock presently outstanding.

Item 3.     Source and Amount of Funds or Other Consideration.

     The information contained in Item 3 of the Statement is hereby amended and supplemented as follows:

     Since the filing of the Statement, the Reporting Entities purchased an aggregate of 87,000 shares of Common Stock. The amount of funds expended for such purchases was approximately $278,623.73 by Barington Companies Equity Partners, L.P., $209,009.61 by Barington Companies Offshore Fund Ltd. (BVI), $209,009.61 by Barington Investments, L.P., $58,185.92 by Parche, LLC, $305,476.42 by Starboard Value and Opportunity Master Fund Ltd., $15,137.13 by D.B. Zwirn Special Opportunities Fund, L.P., $15,137.13 by D.B. Zwirn Special Opportunities Fund (TE), L.P., $65,812.26 by D.B. Zwirn Special Opportunities Fund, Ltd. and $55,340.71 by HCM/Z Special Opportunities LLC.

     All purchases of Common Stock by the Reporting Entities since the filing of the Statement were made in open market transactions. All transactions effected since the filing of the Statement are described in the Schedule attached hereto. All such purchases of Common Stock were funded by working capital, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business.

Item 4.     Purpose of Transaction.

     The information contained in Item 4 of the Statement is hereby supplemented as follows:

     On December 6, 2005, Barington Capital Group, L.P. hosted a forum of shareholders of the Company at the law offices of Kramer Levin Naftalis & Frankel LLP in New York City to listen to the opinions and insights of a number of shareholders of the Company who had contacted representatives of the Reporting Entities following the filing of the Statement. Representatives of Barington Capital Group, L.P. made a presentation concerning the Company, a copy of which is attached as Exhibit 99.3 and incorporated herein by reference.

Item 5.     Interest in Securities of the Issuer.

     Item 5(a) – (b) of the Statement is hereby amended and restated as follows:

     (a)      As of the date of this filing, Barington Companies Equity Partners, L.P. beneficially owns an aggregate of 735,810 shares of Common Stock, representing approximately 1.36% of the shares of Common Stock presently outstanding based upon the 54,169,533 shares of Common Stock reported by the Company to be issued and outstanding as of November 26, 2005 in its Form 10-Q filed with the Securities and Exchange Commission on December 7, 2005 (the “Issued and Outstanding Shares”). As the general partner of Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC may be deemed to beneficially own the 735,810 shares of Common Stock owned by Barington Companies Equity Partners, L.P.

     As of the date of this filing, Barington Companies Offshore Fund, Ltd. (BVI) beneficially owns 539,626 shares of Common Stock, constituting approximately 1.0% of the Issued and Outstanding Shares. As of the date of this filing, Barington Investments, L.P. beneficially owns 539,628 shares of Common Stock. As the investment advisor to Barington Companies Offshore Fund, Ltd. (BVI) and the general partner of Barington Investments, L.P., Barington Companies Advisors, LLC may be deemed to beneficially own the 539,626 shares of Common Stock owned by Barington Companies Offshore Fund, Ltd. (BVI) and the 539,628 shares of Common Stock owned by Barington Investments, L.P., representing an aggregate of 1,079,254 shares, constituting approximately 1.99% of the Issued and Outstanding Shares. As the Managing Member of Barington Companies Advisors, LLC, Barington Capital Group, L.P. may be deemed to beneficially own the 539,628 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 539,626 shares of Common Stock owned by Barington Companies Offshore Fund, Ltd. (BVI). As the majority member of Barington Companies Investors, LLC, Barington Capital Group, L.P. may also be deemed to beneficially own the 735,810 shares of Common Stock owned by Barington Companies Equity Partners, L.P., representing an aggregate of 1,815,064 shares, constituting approximately 3.35% of the Issued and Outstanding Shares. As the general partner of Barington Capital Group, L.P., LNA Capital Corp. may be deemed to beneficially own the 735,810 shares owned by Barington Companies Equity Partners, L.P., the 539,628 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 539,626 shares owned by Barington Companies Offshore Fund, Ltd. (BVI), representing an aggregate of 1,815,064 shares, constituting approximately 3.35% of the Issued and Outstanding Shares. As the sole stockholder and director of LNA Capital Corp., Mr. Mitarotonda may be deemed to beneficially own the 735,810 shares owned by Barington Companies Equity Partners, L.P., the 539,628 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 539,626 shares owned by Barington Companies Offshore Fund, Ltd. (BVI), representing an aggregate of 1,815,064 shares, constituting approximately 3.35% of the Issued and Outstanding Shares. Mr. Mitarotonda has sole voting and dispositive power with respect to the 735,810 shares owned by Barington Companies Equity Partners, L.P., the 539,628 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 539,626 shares owned by Barington Companies Offshore Fund, Ltd. (BVI). Mr. Mitarotonda disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein.

     As of the date of this filing, RCG Carpathia Master Fund, Ltd. beneficially owns 89,297 shares of Common Stock which may be acquired upon conversion of $2,000,000 aggregate principal amount of the Company’s outstanding 4.25% convertible debentures owned by RCG Carpathia Master Fund, Ltd.

     As of the date of this filing, each of Parche, LLC and Starboard Value and Opportunity Master Fund Ltd. beneficially own 151,527 and 795,512 shares of Common Stock, respectively, constituting approximately 0.28% and 1.47%, respectively, of the Issued and Outstanding Shares. As the Managing Member of Parche, LLC and the investment manager of Starboard Value and Opportunity Master Fund Ltd., Admiral Advisors, LLC may be deemed to beneficially own the 151,527 shares and the 795,512 shares of Common Stock owned by Parche, LLC and Starboard Value and Opportunity Master Fund Ltd., respectively, representing an aggregate of 947,039 shares, constituting approximately 1.75% of the Issued and Outstanding Shares. As the sole member of Admiral Advisors, LLC and the investment manager of RCG Carpathia Master Fund, Ltd., Ramius Capital Group, LLC may be deemed to beneficially own the 151,527 shares and the 795,512 shares of Common Stock owned by Parche, LLC and Starboard Value and Opportunity Master Fund Ltd., respectively, and the 89,297 shares of Common Stock that may be acquired upon conversion of the convertible debentures owned by RCG Carpathia Master Fund, Ltd., representing an aggregate of 1,036,336 shares, constituting approximately 1.91% of the Issued and Outstanding Shares. As the Managing Member of Ramius Capital Group, LLC, C4S & Co., LLC may be deemed to beneficially own the 151,527 shares and the 795,512 shares of Common Stock owned by Parche, LLC and Starboard Value and Opportunity Master Fund Ltd., respectively, and the 89,297 shares of Common Stock that may be acquired upon conversion of the convertible debentures owned by RCG Carpathia Master Fund, Ltd., representing an aggregate of 1,036,336 shares, constituting approximately 1.91% of the Issued and Outstanding Shares. As the Managing Members of C4S & Co., LLC, each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the 151,527 shares and the 795,512 shares of Common Stock owned by Parche, LLC and Starboard Value and Opportunity Master Fund Ltd., respectively, and the 89,297 shares of Common Stock that may be acquired upon conversion of the convertible debentures owned by RCG Carpathia Master Fund, Ltd., representing an aggregate of 1,036,336 shares, constituting approximately 1.91% of the Issued and Outstanding Shares. Each of Messrs. Cohen, Stark, Solomon and Strauss share voting and dispositive power with respect to the 151,527 shares and the 795,512 shares owned by Parche, LLC and Starboard Value and Opportunity Master Fund Ltd., respectively, and the 89,297 shares of Common Stock that may be acquired upon conversion of the convertible debentures owned by RCG Carpathia Master Fund, Ltd., by virtue of their shared authority to vote and dispose of such shares. Messrs. Cohen, Stark, Solomon and Strauss disclaim beneficial ownership of such shares.

     As of the date of this filing, RJG Capital Partners, L.P. beneficially owns 7,200 shares of Common Stock, constituting approximately 0.01% of the Issued and Outstanding Shares. As the general partner of RJG Capital Partners, L.P., RJG Capital Management, LLC may be deemed to beneficially own the 7,200 shares owned by RJG Capital Partners, L.P., constituting approximately 0.01% of the Issued and Outstanding Shares. As the managing member of RJG Capital Management, LLC, which in turn is the general partner of RJG Capital Partners, L.P., Mr. Gross may be deemed to beneficially own the 7,200 shares owned by RJG Capital Partners, L.P., constituting approximately 0.01% of the Issued and Outstanding Shares. Mr. Gross has sole voting and dispositive power with respect to the 7,200 shares owned by RJG Capital Partners, L.P. by virtue of his authority to vote and dispose of such shares. Mr. Gross disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein.

     As of the date of this filing, each of D.B. Zwirn Special Opportunities Fund, L.P. and D.B. Zwirn Special Opportunities Fund (TE), L.P. beneficially own 39,462 shares and 39,489 shares of Common Stock, respectively, constituting approximately 0.07% and 0.07%, respectively, of the Issued and Outstanding Shares. As of the date of this filing, each of D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC beneficially own 235,015 shares and 80,731 shares of Common Stock, respectively, constituting approximately 0.43% and 0.15%, respectively, of the Issued and Outstanding Shares.

     As the manager of D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund (TE), L.P., D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC, D.B. Zwirn & Co., L.P. may be deemed to beneficially own the 39,462 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 39,489 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund (TE), L.P., the 235,015 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 80,731 shares of Common Stock beneficially owned by HCM/Z Special Opportunities LLC, representing an aggregate of 394,697 shares, constituting approximately 0.73% of the Issued and Outstanding Shares. As general partner of D.B. Zwirn & Co., L.P., DBZ GP, LLC may be deemed to beneficially own the 39,462 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 39,489 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund (TE), L.P., the 235,015 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 80,731 shares of Common Stock beneficially owned by HCM/Z Special Opportunities LLC, representing an aggregate of 394,697 shares, constituting approximately 0.73% of the Issued and Outstanding Shares. As the managing member of DBZ GP, LLC, Zwirn Holdings, LLC may be deemed to beneficially own the 39,462 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 39,489 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund (TE), L.P., the 235,015 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 80,731 shares of Common Stock beneficially owned by HCM/Z Special Opportunities LLC, representing an aggregate of 394,697 shares, constituting approximately 0.73% of the Issued and Outstanding Shares. As the managing member of Zwirn Holdings, LLC, Daniel B. Zwirn may be deemed to beneficially own the 39,462 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 39,489 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund (TE), L.P., the 235,015 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 80,731 shares of Common Stock beneficially owned by HCM/Z Special Opportunities LLC, representing an aggregate of 394,697 shares, constituting approximately 0.73% of the Issued and Outstanding Shares. Mr. Zwirn disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

     The Reporting Entities do not believe that certain of the foregoing information is called for by the Items of Schedule 13D and are disclosing it for supplemental informational purposes only. Information with respect to each of the Reporting Entities is given solely by such Reporting Entity and no Reporting Entity shall have responsibility for the accuracy or completeness of information supplied by another Reporting Entity.

     (b)      Each of the Reporting Entities may be deemed to have sole voting and dispositive power over the shares of Common Stock reported as beneficially owned by such person by virtue of their respective positions as described in paragraph (a), except that Messrs. Cohen, Stark, Solomon and Strauss have shared authority to vote and dispose of the shares reported as beneficially owned by them. Messrs. Cohen, Stark, Solomon and Strauss disclaim beneficial ownership of such shares.

     Except as set forth above, each of the other Reporting Entities may be deemed to have sole voting and dispositive power with respect to the shares each reports as beneficially owned by such person, regardless of the fact that multiple Reporting Entities within the same chain of ownership report sole voting and dispositive power with respect to such shares. Each such Reporting Entity reports sole voting and dispositive power with respect to such shares based on such person’s relationship to the other Reporting Entities within the same chain of ownership. Except to the extent expressly stated herein, each Reporting Entity disclaims beneficial ownership of any shares of Common Stock beneficially owned by any other Reporting Entity.

 Item 7. Material to be Filed as Exhibits.

 Exhibit No.       Exhibit Description

99.3 Presentation of Barington Capital Group, L.P. at the Forum of Shareholders of The Pep Boys – Manny, Moe & Jack, dated December 6, 2005

SIGNATURES

     After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this Statement is true, complete and correct.

Dated: December 8, 2005

BARINGTON COMPANIES EQUITY PARTNERS, L.P.
By:	Barington Companies Investors, LLC, its general partner
By:	/s/ James A. Mitarotonda
Name:	James A. Mitarotonda
Title:	Managing Member
BARINGTON COMPANIES INVESTORS, LLC
By:	/s/ James A. Mitarotonda
Name:	James A. Mitarotonda
Title:	Managing Member
/s/ James A. Mitarotonda
James A. Mitarotonda
BARINGTON COMPANIES OFFSHORE FUND, LTD. (BVI)
By:	/s/ James A. Mitarotonda
Name:	James A. Mitarotonda
Title:	President
BARINGTON INVESTMENTS, L.P.
By:	Barington Companies Advisors, LLC, its general partner
By:	/s/ James A. Mitarotonda
Name:	James A. Mitarotonda
Title:	Authorized Signatory

BARINGTON COMPANIES ADVISORS, LLC
By:	/s/ James A. Mitarotonda
Name:	James A. Mitarotonda
Title:	Authorized Signatory
BARINGTON CAPITAL GROUP, L.P.
By:	LNA Capital Corp., its general partner
By:	/s/ James A. Mitarotonda
Name:	James A. Mitarotonda
Title:	President and CEO
LNA CAPITAL CORP.
By:	/s/ James A. Mitarotonda
Name:	James A. Mitarotonda
Title:	President and CEO
PARCHE, LLC
By:	Admiral Advisors, LLC, its managing member
By:	/s/ Jeffrey M. Solomon
Name:	Jeffrey M. Solomon
Title:	Authorized Signatory
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
By:	/s/ Jeffrey M. Solomon
Name:	Jeffrey M. Solomon
Title:	Authorized Signatory
RCG CARPATHIA MASTER FUND, LTD.
By:	/s/ Jeffrey M. Solomon
Name:	Jeffrey M. Solomon
Title:	Authorized Signatory

ADMIRAL ADVISORS, LLC
By:	Ramius Capital Group, LLC, its sole member
By:	/s/ Jeffrey M. Solomon
Name:	Jeffrey M. Solomon
Title:	Authorized Signatory
RAMIUS CAPITAL GROUP, LLC
By:	C4S & Co., LLC, its Managing Member
By:	/s/ Jeffrey M. Solomon
Name:	Jeffrey M. Solomon
Title:	Managing Member
C4S & CO., LLC
By:	/s/ Jeffrey M. Solomon
Name:	Jeffrey M. Solomon
Title:	Managing Member
/s/ Jeffrey M. Solomon
Jeffrey M. Solomon, individually and as attorney-in-fact for Peter A. Cohen, Morgan B. Stark, and Thomas W. Strauss
RJG CAPITAL PARTNERS, L.P.
By:	RJG Capital Management, LLC, its general partner
By:	/s/ Ronald J. Gross
Name:	Ronald J. Gross
Title:	Managing Member
RJG CAPITAL MANAGEMENT, LLC
By:	/s/ Ronald J. Gross
Name:	Ronald J. Gross
Title:	Managing Member
/s/ Ronald J. Gross
Ronald J. Gross

D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.
By:	D.B. ZWIRN PARTNERS, LLC, its general partner
By:	ZWIRN HOLDINGS, LLC, its managing member
By:	/s/ Daniel B. Zwirn
Name:	Daniel B. Zwirn
Title:	Managing Member
D.B. ZWIRN SPECIAL OPPORTUNITIES FUND (TE), L.P.
By:	D.B. ZWIRN PARTNERS, LLC, its general partner
By:	ZWIRN HOLDINGS, LLC, its managing member
By:	/s/ Daniel B. Zwirn
Name:	Daniel B. Zwirn
Title:	Managing Member
D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD.
By:	D.B. Zwirn & Co., L.P., its manager
By:	DBZ GP, LLC, its general partner
By:	Zwirn Holdings, LLC, its managing member
By:	/s/ Daniel B. Zwirn
Name:	Daniel B. Zwirn
Title:	Managing Member
HCM/Z SPECIAL OPPORTUNITIES LLC
By:	D.B. Zwirn & Co., L.P., its manager
By:	DBZ GP, LLC, its general partner
By:	Zwirn Holdings, LLC, its managing member
By:	/s/ Daniel B. Zwirn
Name:	Daniel B. Zwirn
Title:	Managing Member

D.B. ZWIRN & CO., L.P.
By:	DBZ GP, LLC, its general partner
By:	Zwirn Holdings, LLC, its managing member
By:	/s/ Daniel B. Zwirn
Name:	Daniel B. Zwirn
Title:	Managing Member
DBZ GP, LLC
By:	Zwirn Holdings, LLC, its managing member
By:	/s/ Daniel B. Zwirn
Name:	Daniel B. Zwirn
Title:	Managing Member
ZWIRN HOLDINGS, LLC
By:	/s/ Daniel B. Zwirn
Name:	Daniel B. Zwirn
Title:	Managing Member
/s/ Daniel B. Zwirn
Daniel B. Zwirn

SCHEDULE

     This schedule sets forth information with respect to each purchase of Common Stock which was effectuated by a Reporting Entity since the filing of the Statement. All transactions were effectuated in the open market through a broker.

Shares purchased by Barington Companies Equity Partners, L.P.

	Number of
Date	Shares	Price Per Share		Cost(*)
12/2/2005	8,233	$	13.988	$	115,163.20
12/5/2005	3,265	$	13.900	$	45,383.50
12/5/2005	276	$	13.848	$	3,822.05
12/6/2005	8,234	$	13.876	$	114,254.98

Shares purchased by Barington Companies Offshore Fund, Ltd.

	Number of
Date	Shares	Price Per Share		Cost(*)
12/2/2005	6,176	$	13.988	$	86,389.89
12/5/2005	2,450	$	13.900	$	34,055.00
12/5/2005	207	$	13.848	$	2,866.54
12/6/2005	6,176	$	13.876	$	85,698.18

Shares purchased by Barington Investments, L.P.

	Number of
Date	Shares	Price Per Share		Cost(*)
12/2/2005	6,176	$	13.988	$	86,389.89
12/5/2005	2,450	$	13.900	$	34,055.00
12/5/2005	207	$	13.848	$	2,866.54
12/6/2005	6,176	$	13.876	$	85,698.18

Shares purchased by Parche, LLC

	Number of
Date	Shares	Price Per Share		Cost(*)
12/2/2005	1,718	$	13.988	$	24,031.38
12/5/2005	58	$	13.847	$	803.13
12/5/2005	682	$	13.900	$	9,479.80
12/6/2005	1,718	$	13.895	$	23,871.61

Shares purchased by Starboard Value and Opportunity Master Fund Ltd.

	Number of
Date	Shares	Price Per Share		Cost(*)
12/2/2005	9,022	$	13.988	$	126,199.74
12/5/2005	302	$	13.847	$	4,181.79
12/5/2005	3,578	$	13.900	$	49,734.20
12/6/2005	9,022	$	13.895	$	125,360.69

Shares purchased by HCM/Z Special Opportunities LLC

	Number of
Date	Shares	Price Per Share		Cost(*)
12/2/2005	2,686	$	13.988	$	37,571.77
12/5/2005	354	$	13.900	$	4,920.60
12/5/2005	30	$	13.848	$	415.44
12/6/2005	896	$	13.876	$	12,432.90

Shares purchased by D.B. Zwirn Special Opportunities Fund, L.P.

	Number of
Date	Shares	Price Per Share		Cost(*)
12/2/2005	447	$	13.988	$	6,252.64
12/5/2005	178	$	13.900	$	2,474.20
12/5/2005	15	$	13.848	$	207.72
12/6/2005	447	$	13.876	$	6,202.57

Shares purchased by D.B. Zwirn Special Opportunities Fund, Ltd.

	Number of
Date	Shares	Price Per Share		Cost(*)
12/2/2005	895	$	13.988	$	12,519.26
12/5/2005	90	$	13.848	$	1,246.32
12/5/2005	1,065	$	13.900	$	14,803.50
12/6/2005	2,684	$	13.876	$	37,243.18

Shares purchased by D.B. Zwirn Special Opportunities Fund (TE), L.P.

	Number of
Date	Shares	Price Per Share		Cost(*)
12/2/2005	2,686	$	13.988	$	37,571.77
12/5/2005	354	$	13.900	$	4,920.60
12/5/2005	30	$	13.848	$	415.44
12/6/2005	896	$	13.876	$	12,432.90

(*) Excludes commissions and other execution-related costs.