SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* D.B. ZWIRN & CO., L.P. (Last) (First) (Middle) 745 FIFTH AVENUE, 18TH FLOOR (Street) NEW YORK NY 10151 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/17/2006	3. Issuer Name and Ticker or Trading Symbol PEP BOYS MANNY MOE & JACK [ PBY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See Remarks	5. If Amendment, Date of Original Filed (Month/Day/Year) 08/25/2006
			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	315,270(1)(2)	I(1)(2)	By D.B. Zwirn Special Opportunities Fund, Ltd.(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: 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

1. Name and Address of Reporting Person* D.B. ZWIRN & CO., L.P. (Last) (First) (Middle) 745 FIFTH AVENUE, 18TH FLOOR (Street) NEW YORK NY 10151 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD. (Last) (First) (Middle) C/O GOLDMAN SACHS (CAYMAN) TRUST, LTD. P.O. BOX 896 GT, GEORGE TOWN (Street) GRAND CAYMAN E9 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* ZWIRN HOLDINGS, LLC (Last) (First) (Middle) 745 FIFTH AVENUE 18TH FLOOR (Street) NEW YORK NY 10151 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* DBZ GP, LLC (Last) (First) (Middle) 745 FIFTH AVENUE 18TH FLOOR (Street) NEW YORK NY 10151 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

1. Name and Address of Reporting Person* ZWIRN DANIEL B (Last) (First) (Middle) 745 FIFTH AVENUE 18TH FLOOR (Street) NEW YORK NY 10151 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks

Explanation of Responses:

1. This amendment is being filed to correct the number of shares owned directly by D.B. Zwirn Special Opportunities Fund, Ltd. As the manager of D.B. Zwirn Special Opportunities Fund, Ltd., 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, Ltd. 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, Ltd. 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, Ltd. 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, Ltd.

2. 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.

	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	08/29/2006
	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	08/29/2006
	DBZ GP, LLC., By: Zwirn Holdings, LLC, its managing member, By: /s/ Daniel B Zwirn	08/29/2006
	Zwirn Holdings, LLC, By: /s/ Daniel B. Zwirn	08/29/2006
	/s/ Daniel B. Zwirn	08/29/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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