FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

D.B. ZWIRN & CO., L.P.

2. Date of Event Requiring Statement (MM/DD/YYYY)
9/14/2007 

3. Issuer Name and Ticker or Trading Symbol

PEP BOYS MANNY MOE & JACK [PBY]

(Last)        (First)        (Middle)

745 FIFTH AVENUE, 18TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
_____ Officer (give title below)          ___ X ___ Other (specify below)
/ See Remarks

(Street)

NEW YORK, NY 10151       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   52944   (1) (2) (3) I   (1) (2) (3) By D.B. Zwirn Special Opportunities Fund, L.P.   (1) (2) (3)
Common Stock   368259   (1) (2) (3) I   (1) (2) (3) By D.B. Zwirn Special Opportunities Fund, Ltd.   (1) (2) (3)
Common Stock   108281   (1) (2) (3) I   (1) (2) (3) By HCM/Z Special Opportunities LLC   (1) (2) (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Includes shares owned directly by D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC. As the manager of D.B. Zwirn Special Opportunities Fund, 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 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC.
( 2)  (Continuation of Footnote 1) As general partner of D.B. Zwirn & Co., L.P., DBZ GP, LLC may be deemed to beneficially own the shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC. As the managing member of DBZ GP, LLC, Zwirn Holdings, LLC may be deemed to beneficially own the shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC. As the managing member of Zwirn Holdings, LLC, Daniel B. Zwirn may be deemed to beneficially own the shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC.
( 3)  Each Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest, 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
D.B. ZWIRN & CO., L.P.
745 FIFTH AVENUE
18TH FLOOR
NEW YORK, NY 10151



See Remarks
D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.
745 FIFTH AVENUE
18TH FLOOR
NEW YORK, NY 10151



See Remarks
HCM/Z Special Opportunities LLC
745 FIFTH AVENUE
18TH FLOOR
NEW YORK, NY 10151



See Remarks
DBZ GP, LLC
745 FIFTH AVENUE
18TH FLOOR
NEW YORK, NY 10151



See Remarks
ZWIRN HOLDINGS, LLC
745 FIFTH AVENUE
18TH FLOOR
NEW YORK, NY 10151



See Remarks
ZWIRN DANIEL B
745 FIFTH AVENUE
18TH FLOOR
NEW YORK, NY 10151



See Remarks
D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD.
C/O HIGHBRIDGE CAPITAL CORPORATION
CORPORATE CENTRE, 4TH FL, 27 HOSPITAL RD
GRAND CAYMAN ISLANDS, E9 



See Remarks

Signatures
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, its Managing Member 9/21/2007
** Signature of Reporting Person Date

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, its Managing Member 9/21/2007
** Signature of Reporting Person Date

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, its Managing Member 9/21/2007
** Signature of Reporting Person Date

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, its Managing Member 9/21/2007
** Signature of Reporting Person Date

DBZ GP, LLC, By: Zwirn Holdings, LLC, its managing member, By: /s/ Daniel B. Zwirn, its Managing Member 9/21/2007
** Signature of Reporting Person Date

ZWIRN HOLDINGS, LLC, By: By: /s/ Daniel B. Zwirn, its Managing Member 9/21/2007
** Signature of Reporting Person Date

/s/ Daniel B. Zwirn 9/21/2007
** 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 5(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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