UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

(Amendment No. 15)

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 3, 2007

(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 that 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:[ ].

(Continued on following pages)

(Page 1 of 30 Pages)

CUSIP No. 713278109

Page 2 of 30 Pages

1)	NAME OF REPORTING PERSON

	Barington Companies Equity Partners, L.P.

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	x
		(b)	o

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)		o

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

		7) SOLE VOTING POWER
	NUMBER OF	1,629,862
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	1,629,862
	WITH
		10) SHARED DISPOSITIVE POWER
		None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,629,862

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.16%

14)	TYPE OF REPORTING PERSON
	PN

CUSIP No. 713278109

Page 3 of 30 Pages

1)	NAME OF REPORTING PERSON

	Barington Companies Investors, LLC

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	x
		(b)	o

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)		o

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

		7) SOLE VOTING POWER
	NUMBER OF	1,629,862
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	1,629,862
	WITH
		10) SHARED DISPOSITIVE POWER
		None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,629,862

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.16%

14)	TYPE OF REPORTING PERSON
	OO

CUSIP No. 713278109

Page 4 of 30 Pages

1)	NAME OF REPORTING PERSON

	Barington Investments, L.P.

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	x
		(b)	o

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)		o

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

		7) SOLE VOTING POWER
	NUMBER OF	962,571
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	962,571
	WITH
		10) SHARED DISPOSITIVE POWER
		None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	962,571

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.86%

14)	TYPE OF REPORTING PERSON
	PN

CUSIP No. 713278109

Page 5 of 30 Pages

1)	NAME OF REPORTING PERSON

	Barington Companies Advisors, LLC

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	x
		(b)	o

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)		o

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

		7) SOLE VOTING POWER
	NUMBER OF	962,571
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	962,571
	WITH
		10) SHARED DISPOSITIVE POWER
		None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	962,571

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.86%

14)	TYPE OF REPORTING PERSON
	OO

CUSIP No. 713278109

Page 6 of 30 Pages

1)	NAME OF REPORTING PERSON

	Barington Companies Offshore Fund, Ltd.

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	x
		(b)	o

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)		o

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands

		7) SOLE VOTING POWER
	NUMBER OF	2,810,686
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	2,810,686
	WITH
		10) SHARED DISPOSITIVE POWER
		None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,810,686

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.44%

14)	TYPE OF REPORTING PERSON
	CO

CUSIP No. 713278109

Page 7 of 30 Pages

1)	NAME OF REPORTING PERSON

	Barington Offshore Advisors II, LLC

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	x
		(b)	o

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)		o

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

		7) SOLE VOTING POWER
	NUMBER OF	2,810,686
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	2,810,686
	WITH
		10) SHARED DISPOSITIVE POWER
		None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,810,686

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.44%

14)	TYPE OF REPORTING PERSON
	IA, OO

CUSIP No. 713278109

Page 8 of 30 Pages

1)	NAME OF REPORTING PERSON

	Barington Capital Group, L.P.

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	x
		(b)	o

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)		o

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York

		7) SOLE VOTING POWER
	NUMBER OF	5,403,119
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	5,403,119
	WITH
		10) SHARED DISPOSITIVE POWER
		None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,403,119

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.47%

14)	TYPE OF REPORTING PERSON
	PN

CUSIP No. 713278109

Page 9 of 30 Pages

1)	NAME OF REPORTING PERSON

	LNA Capital Corp.

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	x
		(b)	o

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)		o

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

		7) SOLE VOTING POWER
	NUMBER OF	5,403,119
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	5,403,119
	WITH
		10) SHARED DISPOSITIVE POWER
		None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,403,119

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.47%

14)	TYPE OF REPORTING PERSON
	CO

CUSIP No. 713278109

Page 10 of 30 Pages

1)	NAME OF REPORTING PERSON

	James A. Mitarotonda

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	x
		(b)	o

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)		o

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

		7) SOLE VOTING POWER
	NUMBER OF	5,405,507 (See Item 5)
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	5,405,507 (See Item 5)
	WITH
		10) SHARED DISPOSITIVE POWER
		None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,405,507 (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)
	10.47% (See Item 5)

14)	TYPE OF REPORTING PERSON
	IN

CUSIP No. 713278109

Page 11 of 30 Pages

1)	NAME OF REPORTING PERSON

	RJG Capital Partners, L.P.

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	x
		(b)	o

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)		o

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

		7) SOLE VOTING POWER
	NUMBER OF	12,000
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	12,000
	WITH
		10) SHARED DISPOSITIVE POWER
		None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	12,000

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.02%

14)	TYPE OF REPORTING PERSON
	PN

CUSIP No. 713278109

Page 12 of 30 Pages

1)	NAME OF REPORTING PERSON

	RJG Capital Management, LLC

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	x
		(b)	o

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)		o

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

		7) SOLE VOTING POWER
	NUMBER OF	12,000
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	12,000
	WITH
		10) SHARED DISPOSITIVE POWER
		None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	12,000

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.02%

14)	TYPE OF REPORTING PERSON
	OO

CUSIP No. 713278109

Page 13 of 30 Pages

1)	NAME OF REPORTING PERSON

	Ronald J. Gross

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	x
		(b)	o

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)		o

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

		7) SOLE VOTING POWER
	NUMBER OF	12,000
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	12,000
	WITH
		10) SHARED DISPOSITIVE POWER
		None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	12,000

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.02%

14)	TYPE OF REPORTING PERSON
	IN

CUSIP No. 713278109

Page 14 of 30 Pages

1)	NAME OF REPORTING PERSON

	D.B. Zwirn Special Opportunities Fund, L.P.

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	x
		(b)	o

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)		o

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

		7) SOLE VOTING POWER
	NUMBER OF	52,944
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	52,944
	WITH
		10) SHARED DISPOSITIVE POWER
		None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	52,944

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.10%

14)	TYPE OF REPORTING PERSON
	PN

CUSIP No. 713278109

Page 15 of 30 Pages

1)	NAME OF REPORTING PERSON

	D.B. Zwirn Special Opportunities Fund, Ltd.

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	x
		(b)	o

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)		o

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

		7) SOLE VOTING POWER
	NUMBER OF	368,259
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	368,259
	WITH
		10) SHARED DISPOSITIVE POWER
		None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	368,259

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.71%

14)	TYPE OF REPORTING PERSON
	CO

CUSIP No. 713278109

Page 16 of 30 Pages

1)	NAME OF REPORTING PERSON

	HCM/Z Special Opportunities LLC

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	x
		(b)	o

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)		o

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

		7) SOLE VOTING POWER
	NUMBER OF	108,281
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	108,281
	WITH
		10) SHARED DISPOSITIVE POWER
		None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	108,281

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.21%

14)	TYPE OF REPORTING PERSON
	OO

CUSIP No. 713278109

Page 17 of 30 Pages

1)	NAME OF REPORTING PERSON

	D.B. Zwirn & Co., L.P.

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	x
		(b)	o

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)		o

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

		7) SOLE VOTING POWER
	NUMBER OF	529,484
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	529,484
	WITH
		10) SHARED DISPOSITIVE POWER
		None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	529,484

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.03%

14)	TYPE OF REPORTING PERSON
	PN

CUSIP No. 713278109

Page 18 of 30 Pages

1)	NAME OF REPORTING PERSON

	DBZ GP, LLC

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	x
		(b)	o

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)		o

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

		7) SOLE VOTING POWER
	NUMBER OF	529,484
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	529,484
	WITH
		10) SHARED DISPOSITIVE POWER
		None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	529,484

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.03%

14)	TYPE OF REPORTING PERSON
	OO

CUSIP No. 713278109

Page 19 of 30 Pages

1)	NAME OF REPORTING PERSON

	Zwirn Holdings, LLC

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	x
		(b)	o

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)		o

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

		7) SOLE VOTING POWER
	NUMBER OF	529,484
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	529,484
	WITH
		10) SHARED DISPOSITIVE POWER
		None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	529,484

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.03%

14)	TYPE OF REPORTING PERSON
	OO

CUSIP No. 713278109

Page 20 of 30 Pages

1)	NAME OF REPORTING PERSON

	Daniel B. Zwirn

2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	x
		(b)	o

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)		o

6)	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

		7) SOLE VOTING POWER
	NUMBER OF	529,484
	SHARES
	BENEFICIALLY	8) SHARED VOTING POWER
	OWNED BY	None
	EACH
	REPORTING	9) SOLE DISPOSITIVE POWER
	PERSON	529,484
	WITH
		10) SHARED DISPOSITIVE POWER
		None

11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	529,484

12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.03%

14)	TYPE OF REPORTING PERSON
	IN

Page 21 of 30 Pages

This Amendment No. 15 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 21, 2005, as amended by Amendment No. 1 filed with the SEC on December 9, 2005, Amendment No. 2 filed with the SEC on December 22, 2005, Amendment No. 3 filed with the SEC on February 15, 2006, Amendment No. 4 filed with the SEC on March 28, 2006, Amendment No. 5 filed with the SEC on May 22, 2006, Amendment No. 6 filed with the SEC on May 24, 2006, Amendment No. 7 filed with the SEC on July 13, 2006, Amendment No. 8 filed with the SEC on August 3, 2006, Amendment No. 9 filed with the SEC on September 6, 2006, Amendment No. 10 filed with the SEC on September 22, 2006, Amendment No. 11 filed with the SEC on October 4, 2006, Amendment No. 12 filed with the SEC on November 21, 2006, Amendment No. 13 filed with the SEC on April 4, 2007 and Amendment No. 14 filed with the SEC on October 2, 2007 (collectively, 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 December 4, 2007, the Reporting Entities are the beneficial owners of, in the aggregate, 5,946,991 shares of Common Stock, representing approximately 11.52% of the 51,627,284 shares of Common Stock presently outstanding and approximately 11.52% of the 51,629,672 shares of Common Stock (the “Post-conversion Issued and Outstanding Shares”) that would be outstanding assuming that all vested stock options and restricted stock units held by James A. Mitarotonda (as further described in Item 5 below) were exercised or otherwise converted into shares of Common Stock.

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, Barington Companies Equity Partners, L.P., Barington Investments L.P., Barington Companies Offshore Fund, Ltd. and RJG Capital Partners, L.P. purchased an aggregate of 557,500 shares of Common Stock. The amount of funds expended for such purchases was approximately $2,035,120.98 by Barington Companies Equity Partners, L.P., $806,631.44 by Barington Investments L.P., $3,311,002.68 by Barington Companies Offshore Fund, Ltd. and $36,589.04 by RJG Capital Partners, L.P.

Item 5.

Interest in Securities of the Issuer.

Items 5(a) - (c) of the Statement are hereby amended and restated as follows:

(a) As of December 4, 2007, Barington Companies Equity Partners, L.P. beneficially owns an aggregate of 1,629,862 shares of Common Stock, representing approximately 3.16% of the shares of Common Stock presently outstanding based upon the 51,627,284 shares of

Page 22 of 30 Pages

Common Stock reported by the Company to be issued and outstanding as of August 31, 2007 in its Form 10-Q filed with the Securities and Exchange Commission on September 18, 2007 (the “Issued and Outstanding Shares”).

As of December 4, 2007, Barington Investments, L.P. beneficially owns 962,571 shares of Common Stock, representing approximately 1.86% of the Issued and Outstanding Shares. As of December 4, 2007, Barington Companies Offshore Fund, Ltd. beneficially owns 2,810,686 shares of Common Stock, representing approximately 5.44% of 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 1,629,862 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., representing approximately 3.16% of the Issued and Outstanding Shares. As the general partner of Barington Investments, L.P., Barington Companies Advisors, LLC may be deemed to beneficially own the 962,571 shares of Common Stock beneficially owned by Barington Investments, L.P., representing approximately 1.86% of the Issued and Outstanding Shares. As the investment advisor to Barington Companies Offshore Fund, Ltd., Barington Offshore Advisors II, LLC may be deemed to beneficially own the 2,810,686 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., representing approximately 5.44% of the Issued and Outstanding Shares. As the majority member of Barington Companies Advisors, LLC, Barington Companies Investors, LLC and Barington Offshore Advisors II, LLC, Barington Capital Group, L.P. may be deemed to beneficially own the 1,629,862 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 962,571 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 2,810,686 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., constituting an aggregate of 5,403,119 shares, representing approximately 10.47% 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 1,629,862 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 962,571 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 2,810,686 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., constituting an aggregate of 5,403,119 shares of Common Stock, representing approximately 10.47% of the Issued and Outstanding Shares. As the sole stockholder and director of LNA Capital Corp., James A. Mitarotonda may be deemed to beneficially own the 1,629,862 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 962,571 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 2,810,686 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd., constituting an aggregate of 5,403,119 shares of Common Stock. Mr. Mitarotonda, who is a director of the Company, may also be deemed to beneficially own 745 shares of Common Stock issuable upon the conversion of restricted stock units granted to him that vest within 60 days of December 4, 2007 and 1,643 shares of Common Stock issuable pursuant to options granted to him that are exercisable within 60 days of December 4, 2007. As a result, Mr. Mitarotonda may be deemed to beneficially own an aggregate of 5,405,507 shares of Common Stock, representing approximately 10.47% of the Post-conversion Issued and Outstanding Shares. Mr. Mitarotonda has sole voting and dispositive power with respect to the 1,629,862 shares of Common Stock beneficially owned by Barington Companies Equity Partners, L.P., the 962,571 shares of Common Stock beneficially owned by Barington Investments, L.P. and the 2,810,686 shares of Common Stock beneficially owned by Barington Companies Offshore Fund, Ltd. Mr. Mitarotonda disclaims beneficial ownership of any such shares except to the extent of his

Page 23 of 30 Pages

pecuniary interest therein. Mr. Mitarotonda may also be deemed to have sole voting and dispositive power with respect to the 745 shares of Common Stock issuable upon the conversion of restricted stock units granted to him that vest within 60 days of December 4, 2007 and the 1,643 shares of Common Stock issuable pursuant to options granted to him that are exercisable within 60 days of December 4, 2007.

As of December 4, 2007, RJG Capital Partners, L.P. beneficially owns 12,000 shares of Common Stock, representing approximately 0.02% 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 12,000 shares owned by RJG Capital Partners, L.P., representing approximately 0.02% 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., Ronald J. Gross may be deemed to beneficially own the 12,000 shares owned by RJG Capital Partners, L.P., representing approximately 0.02% of the Issued and Outstanding Shares. Mr. Gross has sole voting and dispositive power with respect to the 12,000 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 December 4, 2007, D.B. Zwirn Special Opportunities Fund, L.P. beneficially owns 52,944 shares of Common Stock, representing approximately 0.10% of the Issued and Outstanding Shares. As of December 4, 2007, each of D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC beneficially own 368,259 shares and 108,281 shares of Common Stock, respectively, representing approximately 0.71% and 0.21%, 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, Ltd. and HCM/Z Special Opportunities LLC, D.B. Zwirn & Co., L.P. may be deemed to beneficially own the 52,944 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 368,259 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 108,281 shares of Common Stock beneficially owned by HCM/Z Special Opportunities LLC, constituting an aggregate of 529,484 shares, representing approximately 1.03% 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 52,944 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 368,259 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 108,281 shares of Common Stock beneficially owned by HCM/Z Special Opportunities LLC, constituting an aggregate of 529,484 shares, representing approximately 1.03% of the Issued and Outstanding Shares. As the managing member of DBZ GP, LLC, Zwirn Holdings, LLC may be deemed to beneficially own the 52,944 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 368,259 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 108,281 shares of Common Stock beneficially owned by HCM/Z Special Opportunities LLC, constituting an aggregate of 529,484 shares, representing approximately 1.03% of the Issued and Outstanding Shares. As the managing member of Zwirn Holdings, LLC, Daniel B. Zwirn may be deemed to beneficially own the 52,944 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 368,259 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 108,281 shares of

Page 24 of 30 Pages

Common Stock beneficially owned by HCM/Z Special Opportunities LLC, constituting an aggregate of 529,484 shares, representing approximately 1.03% of the Issued and Outstanding Shares. Mr. Zwirn has sole voting and dispositive power with respect to the 52,944 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., the 368,259 shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, Ltd. and the 108,281 shares of Common Stock beneficially owned by HCM/Z Special Opportunities LLC. 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).

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.

(c) Information concerning all transactions in shares of Common Stock effected by the Reporting Persons since the filing of the Statement are described in Schedule I attached hereto and incorporated herein by reference. Information concerning all transactions in listed American-style call options effected by the Reporting Persons since the filing of the Statement are described in Schedule II attached hereto and incorporated herein by reference.

Page 25 of 30 Pages

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 5, 2007

		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

		BARINGTON INVESTMENTS, L.P.
		By: Barington Companies Advisors, LLC, its general partner

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: Managing Member

BARINGTON COMPANIES ADVISORS, LLC.

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: Managing Member

BARINGTON COMPANIES OFFSHORE FUND, LTD.

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: President

Page 26 of 30 Pages

BARINGTON OFFSHORE ADVISORS II, LLC

	By: /s/ James A. Mitarotonda
	Name: James A. Mitarotonda
	Title: Managing Member

		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

	/s/ James A. Mitarotonda
	James A. Mitarotonda

		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

Page 27 of 30 Pages

		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, 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

Page 28 of 30 Pages

	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

Page 29 of 30 Pages

SCHEDULE I

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.

Date	Number of Shares	Price Per Share	*Cost ()**
11/29/2007	133,998	$11.271	$1,510,291.46
12/3/2007	48,413	$10.670	$516,566.71
12/4/2007	771	$10.717	$8,262.81

Shares purchased by Barington Investments, L.P.

Date	Number of Shares	Price Per Share	*Cost ()**
11/29/2007	52,440	$11.271	$591,051.24
12/3/2007	19,901	$10.670	$212,343.67
12/4/2007	302	$10.717	$3,236.53

Shares purchased by Barington Companies Offshore Fund, Ltd.

Date	Number of Shares	Price Per Share	*Cost ()**
11/29/2007	213,562	$11.271	$2,407,057.30
12/3/2007	83,486	$10.670	$890,795.62
12/4/2007	1,227	$10.717	$13,149.76

Shares purchased by RJG Capital Partners, L.P.

Date	Number of Shares	Price Per Share	*Cost ()**
11/30/2007	2,000	$10.9140	$21,828.00
12/3/2007	1,400	$10.5436	$14,761.04



(*)	Excludes commissions and other execution-related costs

Page 30 of 30 Pages

SCHEDULE II

This schedule sets forth information with respect to each purchase and sale of listed American-style call options which was effectuated by a Reporting Entity since the filing of the Statement. All transactions were effectuated in the open market through a broker.

Barington Companies Equity Partners, L.P.

Date	Quantity	Exercise Price	Expiration Date	Unit Price	*Cost ()**
10/19/2007(**)	29,800	$10.00	1/17/2009	$5.575	$166,135.00
10/22/2007(**)	(29,800)	$10.00	1/17/2009	$5.4513	($162,448.74)

Barington Investments, L.P.

Date	Quantity	Exercise Price	Expiration Date	Unit Price	*Cost ()**
10/19/2007(**)	18,400	$10.00	1/17/2009	$5.575	$102,580.00
10/22/2007(**)	(18,400)	$10.00	1/17/2009	$5.4513	($100,303.92)

Barington Companies Offshore Fund, Ltd.

Date	Quantity	Exercise Price	Expiration Date	Unit Price	*Cost ()**
10/19/2007(**)	51,800	$10.00	1/17/2009	$5.575	$288,785.00
10/22/2007(**)	(51,800)	$10.00	1/17/2009	$5.4513	($282,377.34)



(*)	Excludes commissions and other execution-related costs

(**)	Transaction effected in error and reversed.