December 13, 2005

Via Facsimile ((212) 715-8000) and U.S. Mail

Peter G. Smith, Esq.
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, NY 10036

Re:	The Pep Boys - Manny, Moe and Jack
      Soliciting Materials Pursuant to Rule 14a-12
      Filed December 6, 2005 by Barington Companies Equity
Partners,
L.P.

Dear Mr. Smith:

	We have the following comments on the above-referenced
filing:

Soliciting Materials
1. You state in your filing that no meeting of shareholders of Pep
Boys is currently pending or scheduled and that neither Barington
Companies Equity Partners nor any other person named therein is
currently soliciting, or has determined to solicit in the future,
any
proxies with respect to shares of common stock of Pep Boys.  You
also
state that the presentation is being filed under Rule 14a-12 out
of
an abundance of caution, that you do not believe that the filing
of
such presentation is required under Rule 14a-12 and that you are
making the filing for supplemental informational purposes only.
Be
advised that the Commission did not intend to create another
exemption from the proxy rules when Rule 14a-12 was adopted.
Parties
intending to rely upon Rule 14a-12 in making proxy solicitations
may
only do so to the extent that they intend to file a proxy
statement
and solicit proxies.  See interpretation I.D.3. in the July 2001
Interim Supplement to the Telephone Interpretations Manual
publicly
available on our website, www.sec.gov.  Please confirm that you
will
either (i) find an appropriate exemption under Rule 14a-2 from the
application of Section 14(a) and Regulation 14A to future
communications; or (iii) refrain from public solicitation
activities
of Pep Boys security holders.
Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the filing persons are in possession of all facts relating
to
the disclosure, they are responsible for the accuracy and adequacy
of
the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the filing persons acknowledging
that:

* the filing persons are responsible for the adequacy and accuracy
of
the disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the filing persons may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please respond to these comments promptly, submitting a
response letter filed via EDGAR under the label "CORRESP."  If you
do
not agree with our comment, please tell us why in your response.
Direct any questions to me at (202) 551-3619 or, in my absence, to
Pam Carmody, Special Counsel, at (202) 551-3265.  You may also
contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code: 20549-3628.

						Sincerely,



						Daniel F. Duchovny
						Attorney-Advisor
						Office of Mergers and Acquisitions

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Peter G. Smith, Esq.
Kramer Levin Naftalis & Frankel LLP
December 13, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE