8-K

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

                              FORM 8-K
                           Current Report


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                      Date of Report: October 5, 2005
             Date of Earliest Event Reported: October 5, 2005


                     The Pep Boys - Manny, Moe & Jack
         ------------------------------------------------------
         (Exact name of registrant as specified in charter)

            Pennsylvania               1-3381               23-0962915
   -------------------------------   -----------   ---------------------------
   (State or other jurisdiction of   (Commission   (I.R.S. Employer ID number)
    incorporation or organization)    File No.)


      3111 W. Allegheny Ave. Philadelphia, PA           19132
      ----------------------------------------        ----------
      (Address of principal executive offices)        (Zip code)

                                 215-430-9000
            ----------------------------------------------------
            (Registrant's telephone number, including area code)

                                 Not Applicable
                                 --------------
          (Former name or former address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

       ( ) Written communications pursuant to Rule 425 under the
           Securities Act  (17 CFR 230.425)

       ( ) Soliciting material pursuant to Rule 14a-12 under the
           Exchange Act (17 CFR 240.14a-12)

       ( ) Pre-commencement communications pursuant to Rule 14d-2(b) under the
           Exchange Act (17 CFR 240.14d-2(b))

       ( ) Pre-commencement communications pursuant to Rule 13e-4(c) under the
           Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01    Entry Into a Material Definitive Agreement

On October 5, 2005, The Pep Boys - Manny, Moe & Jack (the "Company") issued a
press release announcing the reassignment of certain members of its management
team. Mark L. Page became Senior Vice President - Parts & Tires and Joseph A.
Cirelli became Senior Vice President - Service.

In connection therewith, the Company amended its Non-Competition Agreement with
Mr. Page to extend the post-employment covenant period thereunder from one to
one and one-half years.   In exchange for such covenants against competition,
Mr. Page's severance benefits were expanded to provide him with (i) a severance
payment equal to one and one-half years base salary and (ii) the option to
elect to receive his Executive Supplemental Retirement Plan defined benefit
payment in a lump sum on his termination date (subject to the then current
discount rate).   These severance benefits are payable upon (a) termination by
the Company without cause or (b) upon Mr. Page's resignation, for any or no
reason, effective February 3, 2007.

As an Officer of the Company, Mr. Cirelli was already a party to the Company's
standard Non-Competition Agreement.  This agreement provides for customary
covenants against competition during employment and one year thereafter in
exchange for a severance payment equal to one years base salary upon
termination by the Company without cause.


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Item 9.01   Financial Statements and Exhibits

     Exhibit 99.1  Non-Competition Agreement, dated October 5, 2005, between
                   the Company and Mark L. Page



                              3




                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                           THE PEP BOYS - MANNY, MOE & JACK


                           By: /s/ Harry F. Yanowitz
                               --------------------------------------
                               Harry F. Yanowitz
                               Senior Vice President and Chief Financial
                               Officer


Date:  October 5, 2005

                               4

EX-99

Exhibit 99.1  Non-Competition Agreement, dated October 5, 2005, between the
              Company and Mark L. Page

                       NON-COMPETITION AGREEMENT
     This Non-Competition Agreement (this "Agreement") is made by and between
The Pep Boys-Manny, Moe & Jack, a Pennsylvania corporation (the "Company"), and
Mark L. Page (the "Officer"), on this 5th day of October 2005 (the "Effective
Date").

     WHEREAS, the parties are currently parties to a Non-Competition Agreement,
dated March 3, 2004;

     WHEREAS, the parties wish to Amend and Restate the existing
Non-Competition Agreement in order to provide to the Officer the enhanced
severance benefit provided herein; and

     WHEREAS, in exchange for the enhanced severance benefit provided herein,
the Officer is willing to reconfirm the covenant against competition contained
herein.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and incorporating the foregoing
recitals, the parties agree as follows:

     1.  Severance Benefit.
           a. If the Officer's employment shall be terminated (i) by the
Company without Cause (as defined below) or (ii) by the Officer pursuant to the
delivery of a Letter of Resignation (as defined below), and the Officer
executes, and does not revoke, the Company's then current standard separation
and release agreement, (A) the Officer shall have the option under the
Company's Executive Supplemental Retirement Plan (the "SERP") to receive an
Actuarial Equivalent Benefit (as defined in the SERP) settled in a lump sum
payment as of his termination date and (B) the Company shall pay to the Officer
an amount equal to one and one-half times his then current base salary,
payable, at the Officer's option, (1) in a lump sum payable within 10 days of
his termination date or (2) in equal installments at the regular pay periods of
the Company for a period of eighteen months following the termination date
(together the "Severance Benefit"); provided, however, that the Severance
Benefit shall not be payable if the Officer's employment shall be terminated
during such Officer's Employment Period (as defined in that certain Employment
Agreement between the Company and the Officer (the "Change in Control
Agreement")).  During the Employment Period, the Change of Control Agreement
shall supercede this Agreement in its entirety.

           b. For the purposes of this Agreement, "Cause" shall mean (i) the
continued failure of the Officer to perform substantially his duties with the
Company (other than any such failure resulting from the Officer's incapacity
due to physical or mental illness), (ii) any act by the Officer of illegality,
dishonesty or fraud in connection with the Officer's employment, (iii) the
willful engaging by the Officer in gross misconduct which is demonstrably and
materially injurious to the Company or its affiliates, (iv) the Officer's
conviction of or pleading guilty or no contest to a felony, or (v) a violation
of Section 2 hereof.

           c.   For the purposes of this Agreement, a "Letter of Resignation"



shall mean written notice of the Officer's resignation of employment from the
Company, effective February 3, 2007, and delivered by the Officer to the
Company at least 90 days prior to such resignation date.  The Officer
acknowledges and agrees that, if he delivers an effective Resignation Notice,
he shall not be entitled to receive any bonus payment under the Company's
then effective Annual Incentive Bonus Plan on account of his service rendered
in fiscal 2006.

     2. Covenant Against Competition.

           a.   The Officer shall not, during his employment with the Company
and for eighteen months thereafter, directly or indirectly, induce or attempt
to influence any employee of the Company to terminate his employment with the
Company or hire or solicit for hire on behalf of another employer any person
then employed or who had been employed by the Company during the immediately
preceding six months.

           b.   The Officer shall not, during his employment with the Company
and for eighteen months thereafter, unless the Officer is terminated by the
Company without Cause, directly or indirectly, engage in (as a principal,
partner, director, officer, agent, employee, consultant or otherwise) or be
financially interested in any business operating within the United States of
America, if (i) such business' primary business is the retail and/or commercial
sale of automotive parts, accessories, tires and/or repair/maintenance services
including, without limitation, the entities (including their franchisees and
affiliates) listed on Schedule 2(b) hereto, or (ii) the retail and/or
commercial sale of automotive parts, accessories, tires and/or
repair/maintenance services is the primary focus of such engagement or
financial interest.  However, nothing contained in this Section 2b shall
prevent the Officer from holding for investment up to two percent (2%) of any
class or equity securities of a company whose securities are traded on a
national or foreign securities exchange.

           c.   Officer acknowledges that the restrictions contained in this
Section 2, in view of the nature of the business in which the Company is
engaged, are reasonable and necessary in order to protect the legitimate
interests of the Company, and that any violation thereof would result in
irreparable injuries to the Company, and the Officer therefore acknowledges
that, in the event of his violation of any of these restrictions, the Company
shall be entitled to obtain from any court of competent jurisdiction
preliminary and permanent injunctive relief (without the posting of any bond)
as well as damages and an equitable accounting of all earnings, profits and
other benefits arising from such a violation, which rights shall be cumulative
and in addition to any other rights or remedies to which the Company may be
entitled.

           d.   If the Officer violates any of the restrictions contained in
this Section 2, the restrictive period shall be extended from the time of the
commencement of any such violation until such time as such violation shall be
cured by the Officer to the satisfaction of the Company.

           e.   The invalidity or unenforceability of any provision or
provisions of this Section 2 shall not affect the validity or enforceability of
any other provision or provisions of this Section 2, which shall remain in full
force and effect.  If any provision of this Section 2 is held to be invalid,
void or unenforceable in any jurisdiction, any court or arbitrator so holding
shall substitute a valid, enforceable provision that preserves, to the maximum



lawful extent, the terms and intent of this Agreement and shall correspondingly
modify the Company's obligations under Section 1.  If any of the provisions of,
or covenants contained in, this Section 2 are hereafter construed to be invalid
or unenforceable in any jurisdiction, the same shall not affect the remainder
of the provisions or the enforceability thereof in any other jurisdiction,
which shall be given full effect, without regard to the invalidity or
unenforceability in such other jurisdiction.  Any such holding shall affect
such provision of this Section 2, solely as to that jurisdiction, without
rendering that or any other provisions of this Section 2 invalid, illegal, or
unenforceable in any other jurisdiction.  If any covenant contained in this
Section 2 should be deemed invalid, illegal or unenforceable because its scope
is considered excessive, such covenant will be modified so that the scope of
the covenant is reduced only to the minimum extent necessary to render the
modified covenant valid, legal and enforceable and a corresponding reduction in
the scope of the Company's obligations under Section 1 shall also be made.

      3. Miscellaneous.
           a.   This Agreement shall inure to the benefit of and be binding
upon the Company and its successors.

           b.   This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania without reference to
principles of conflict of laws.  The parties hereto agree that exclusive
jurisdiction of any dispute regarding this Agreement shall be the state or
federal courts located in Philadelphia, Pennsylvania.  EACH PARTY HEREBY WAIVES
ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY PROCEEDING OVER ANY DISPUTE
ARISING UNDER THIS AGREEMENT.

           c.   This Agreement, together with the Change In Control Agreement,
constitutes the entire agreement among the parties pertaining to the subject
matter hereto, and supersedes all prior agreements, understandings,
negotiations and discussions, whether oral or written, of the parties.

       IN WITNESS WHEREOF, the Officer has hereunto set his hand and the
Company has caused this Agreement to be executed in its name on its behalf, all
as of the Effective Date.

                                           /s/ THE PEP BOYS - MANNY, MOE & JACK

                                           /s/ Mark L. Page