S-8

As filed with the Securities and Exchange Commission on June 24, 2009

Registration No.  333-         

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

THE PEP BOYS — MANNY, MOE & JACK

(Exact name of Registrant as specified in its charter)

Pennsylvania (State or other jurisdiction of  incorporation or organization) 23-0962915 (I.R.S. Employer Identification Number)

3111 West Allegheny Avenue

Philadelphia, Pennsylvania 19132

(Address of principal executive offices) (zip code)

The Pep Boys - Manny, Moe & Jack

2009 Stock Incentive Plan

(Full title of the plan)

Brian D. Zuckerman

The Pep Boys – Manny, Moe & Jack

3111 West Allegheny Avenue

Philadelphia, Pennsylvania 19132

(Name and address of agent for service)

(215) 430-9000

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer  o	Accelerated filer  x
Non-accelerated filer  o	Smaller reporting company  o

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Share			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
Common Stock, $1.00 par value per share	1,500,000	$	9.62	(2)	$	14,430,000	(2)	$	805.2

(1)This Registration Statement covers an additional 1,500,000 shares authorized to be offered and sold under The Pep Boys — Manny, Moe & Jack 2009 Stock Incentive Plan, as amended and restated (the “Plan”).  In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the “Securities Act”), this Registration Statement covers an indeterminate number of additional shares as may hereafter be offered or issued pursuant to the Agreements to prevent dilution resulting from stock splits, stock dividends or similar transactions effected without the receipt of consideration.

(2)Estimated solely for purposes of determining the registration fee, pursuant to Rule 457(h) under the Securities Act, based on the average of the high and low prices reported on the New York Stock Exchange on June 19, 2009.

Registration of Additional Securities
Incorporation of Earlier Registration Statements By Reference

The Pep Boys — Manny, Moe & Jack (the “Company”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) to register an additional 1,500,000 shares of Common Stock, par value $1.00 per share, for issuance under The Pep Boys — Manny, Moe & Jack 2009 Stock Incentive Plan (formerly named The Pep Boys — Manny, Moe & Jack 1999 Stock Incentive Plan), as amended and restated as of June 24, 2009.  In accordance with General Instruction E to Form S-8, the contents of the Company’s Registration Statements on Form S-8 previously filed by with the Securities and Exchange Commission (the “Commission”) on June 23, 1999 (No. 333-81351) and May 29, 2002 (No. 333-89280) are incorporated in this Registration Statement by reference, except to the extent otherwise updated or modified by this Registration Statement.

PART II

Information Required in the Registration Statement

Item 3.  Incorporation of Certain Documents by Reference

The following documents filed by the Company with Commission are incorporated by reference:

(a)The Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2009;

(b)The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 2, 2009;

(c)The Company’s Current Report on Form 8-K filed on June 24, 2009;

(d)The description of the Company’s common stock contained in the Company’s registration statement on Form 8-A dated June 10, 1983 (File No. 001-03381), filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

All reports and definitive proxy or information statements filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which designates all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.  Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K shall not be incorporated by reference into this Registration Statement.  Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8.  Exhibits

Exhibit Number		Exhibit
5		Opinion of Morgan Lewis & Bockius LLP
23	.1	Consent of Deloitte & Touche LLP
23	.2	Consent of Morgan Lewis & Bockius LLP (incorporated by reference from Exhibit 5)
24		Power of Attorney. Reference is made to the signature page of this Registration Statement

SIGNATURES

Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on this 24th day of June, 2009.

THE PEP BOYS — MANNY, MOE & JACK
By:	/s/ Raymond L. Arthur
	Raymond L. Arthur
	EVP- Chief Financial Officer

2

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That the undersigned officers and directors of The Pep Boys — Manny, Moe & Jack, a Pennsylvania corporation, do hereby constitute and appoint Raymond L. Arthur and Michael R. Odell, or any one of them, the lawful attorney-in-fact and agent, each with full power and authority to do any and all acts and things and to execute any and all instruments which said attorney and agent determines may be necessary or advisable or required to enable said corporation to comply with the Securities Act, and any rules or regulation or requirements of the Commission in connection with this Registration Statement.  Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof.  This Power of Attorney may be signed in several counterparts.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities on this 24th day of June, 2009.

Signatures	Title
/s/ Michael R. Odell	Chief Executive Officer and Director
Michael R. Odell	(Principal Executive Officer)
/s/ Raymond L. Arthur	EVP- Chief Financial Officer (Principal Financial Officer & Principal Accounting Officer)
Raymond L. Arthur
/s/ M. Shân Atkins	Director
M. Shân Atkins
/s/ Robert H. Hotz	Director
Robert H. Hotz
/s/ Max L. Lukens	Director, Chairman of the Board
Max L. Lukens
/s/ James A. Mitarotonda	Director
James A. Mitarotonda
/s/ Irvin D. Reid	Director
Irvin D. Reid
/s/ Jane Scaccetti	Director
Jane Scaccetti
/s/ John T. Sweetwood	Director
John T. Sweetwood
/s/ Nick White	Director
Nick White

3

/s/ James A. Williams	Director
James A. Williams

4

EXHIBIT INDEX

Exhibit Number		Exhibit
5		Opinion of Morgan Lewis & Bockius LLP
2	3.1	Consent of Deloitte & Touche LLP

5

EX-5

EXHIBIT 5

Opinion of Morgan, Lewis & Bockius LLP

June 24, 2009

The Pep Boys — Manny, Moe & Jack
3111 West Allegheny Avenue
Philadelphia, Pennsylvania 19132

RE:The Pep Boys — Manny, Moe & Jack Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to The Pep Boys — Manny, Moe & Jack, a Pennsylvania corporation (the “Company”), in connection with the filing of the above-referenced Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “SEC”).  The Registration Statement relates to up to 1,500,000 additional shares of Common Stock, $1.00 par value per share, of the Company (the “Shares”) that may be issued under The Pep Boys — Manny, Moe & Jack 2009 Stock Incentive Plan (formerly named The Pep Boys — Manny, Moe & Jack 1999 Stock Incentive Plan), as amended and restated on June 24, 2009 (the “Plan”).

In connection with this opinion letter, we have examined the Plan, the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of the Articles of Incorporation of the Company, the Bylaws of the Company, as amended to date, and such other documents, records and instruments as we have deemed appropriate for purposes of the opinion set forth herein.

We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.

Based upon the foregoing, we are of the opinion that the Shares have been duly authorized by the Company and, when issued and delivered by the Company in accordance with the terms and conditions of the Plan, will be validly issued, fully paid and non-assessable.

The opinions expressed herein are limited to the laws of the Commonwealth of Pennsylvania.

We hereby consent to the use of this opinion as Exhibit 5 to the Registration Statement.  In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the SEC thereunder.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated April 14, 2009, relating to the consolidated financial statements and financial statement schedule of The Pep Boys — Manny, Moe & Jack and subsidiaries (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” and Statement of Financial Accounting Standards No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,” as of February 4, 2007 and February 3, 2007, respectively) and the effectiveness of The Pep Boys — Manny, Moe & Jack and subsidiaries’ internal control over financial reporting, appearing in the Annual Report on Form 10-K of The Pep Boys — Manny, Moe & Jack and subsidiaries for the fiscal year ended January 31, 2009.

DELOITTE & TOUCHE LLP

Philadelphia, Pennsylvania

June 23, 2009