1

                                                     Registration No. 33-39225


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549



                                POST-EFFECTIVE
                                AMENDMENT NO. 1
                                      TO
                                   FORM S-3
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933



                       THE PEP BOYS - MANNY, MOE & JACK
            (Exact name of registrant as specified in its charter)

                   Pennsylvania                        23-0962915
           (State or other jurisdiction             (I.R.S. Employer
                 of incorporation)                 Identification No.)


                          3111 West Allegheny Avenue
                       Philadelphia, Pennsylvania  19132
                                (215) 229-9000
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                             Mitchell G. Leibovitz
                            Chairman of the Board,
                     President and Chief Executive Officer
                          3111 West Allegheny Avenue
                       Philadelphia, Pennsylvania  19132
                                (215) 229-9000
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                                with copies to:

                            Daniel D. Rubino, Esq.
                           Willkie Farr & Gallagher
                              One Citicorp Center
                             153 East 53rd Street
                           New York, New York 10022
                                (212) 821-8000


     Approximate date of commencement of proposed sale to the public:  N/A
     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
     If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
reinvestment plans, check the following box. / /








2

Pursuant to the undertaking required by Item 512(a)(3) of Regulation S-K, the
Registrant hereby withdraws from registration $25,000,000 aggregate principal
amount of Debt Securities, which represents the registered securities
remaining unsold at the termination of the offering.






























































3

     Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Amendment to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Philadelphia,
Commonwealth of Pennsylvania, on September 1, 1994.



                                   THE PEP BOYS - MANNY, MOE & JACK


                                   By:/s/ Michael J. Holden
                                      _____________________
                                        Michael J. Holden
                                     Senior Vice President
                                  and Chief Financial Officer