FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BARINGTON CAPITAL GROUP L P 		2. Issuer Name and Ticker or Trading Symbol

PEP BOYS MANNY MOE & JACK [ PBY ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
See Remarks
(Last)          (First)          (Middle)

888 SEVENTH AVENUE, 17TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/17/2007
(Street)

NEW YORK, NY 10019
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   9/17/2007     P    33600   A $14.7662   2348820   (1) (2) (3) I   (1) (2) (3) By Barington Companies Offshore Fund, Ltd.   (1) (2) (3)
Common Stock                  1419338   (1) (2) (3) I   (1) (2) (3) By Barington Companies Equity Partners, L.P.   (1) (2) (3)
Common Stock                  880861   (1) (2) (3) I   (1) (2) (3) By Barington Investments, L.P.   (1) (2) (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Includes shares owned directly by Barington Companies Equity Partners, L.P., Barington Companies Offshore Fund, Ltd. and Barington Investments, L.P. As the general partner of Barington Companies Equity Partners, L.P., Barington Companies Investors, LLC may be deemed to beneficially own the shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P. As the general partner of Barington Investments, L.P., Barington Companies Advisors, LLC may be deemed to beneficially own the shares of Common Stock beneficially owned by Barington Investments, L.P. As the investment advisor to Barington Companies Offshore Fund, Ltd., Barington Offshore Advisors II, LLC may be deemed to beneficially own the shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd.
( 2)  (Continuation of Footnote 1) As the majority member of Barington Companies Investors, LLC, Barington Companies Advisors, LLC and Barington Offshore Advisors II, LLC, Barington Capital Group, L.P. may be deemed to beneficially own the shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., Barington Investments, L.P. and Barington Companies Offshore Fund, Ltd. As the general partner of Barington Capital Group, L.P., LNA Capital Corp. may be deemed to beneficially own the shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., Barington Investments, L.P. and Barington Companies Offshore Fund, Ltd.
( 3)  Each Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Remarks:
Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding Common Stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BARINGTON CAPITAL GROUP L P
888 SEVENTH AVENUE
17TH FLOOR
NEW YORK, NY 10019


See Remarks
BARINGTON COMPANIES EQUITY PARTNERS L P
888 SEVENTH AVENUE
17TH FLOOR
NEW YORK, NY 10019


See Remarks
Barington Investments LP
888 SEVENTH AVENUE
17TH FLOOR
NEW YORK, NY 10019


See Remarks
Barington Companies Advisors, LLC
888 SEVENTH AVENUE
17TH FLOOR
NEW YORK, NY 10019


See Remarks
Barington Companies Investors, LLC
888 SEVENTH AVENUE
17TH FLOOR
NEW YORK, NY 10019


See Remarks
Barington Offshore Advisors II, LLC
888 SEVENTH AVENUE
17TH FLOOR
NEW YORK, NY 10019


See Remarks
LNA Capital Corp.
888 SEVENTH AVENUE
17TH FLOOR
NEW YORK, NY 10019


See Remarks
Barington Companies Offshore Fund, Ltd. (BVI)
C/O BISON FINANCIAL SERVICES LIMITED
BISON COURT, ROAD TOWN
TORTOLA, D8 


See Remarks

Signatures
BARINGTON COMPANIES EQUITY PARTNERS, L.P., By: Barington Companies Investors, LLC, its general partner, By: /s/ James A. Mitarotonda, its managing member 9/19/2007
** Signature of Reporting Person Date

BARINGTON COMPANIES INVESTORS, LLC, By: /s/ James A. Mitarotonda, its managing member 9/19/2007
** Signature of Reporting Person Date

BARINGTON INVESTMENTS, L.P., By: Barington Companies Advisors, LLC, its general partner, By: /s/ James A. Mitarotonda, its managing member 9/19/2007
** Signature of Reporting Person Date

BARINGTON COMPANIES ADVISORS, LLC, By: /s/ James A. Mitarotonda, its managing member 9/19/2007
** Signature of Reporting Person Date

BARINGTON COMPANIES OFFSHORE FUND, LTD., By: /s/ James A. Mitarotonda, its president 9/19/2007
** Signature of Reporting Person Date

BARINGTON OFFSHORE ADVISORS II, LLC, By: /s/ James A. Mitarotonda, its managing member 9/19/2007
** Signature of Reporting Person Date

BARINGTON CAPITAL GROUP, L.P., By: LNA Capital Corp., itss general partner, By: /s/ James A. Mitarotonda, its president and CEO 9/19/2007
** Signature of Reporting Person Date

LNA CAPITAL CORP., By: /s/ James A. Mitarotonda, its president and CEO 9/19/2007
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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