As filed with the Securities and Exchange Commission on May 1, 1998.

                                                    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 issuer as specified in its charter)

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

                           3111 West Allegheny Avenue
                        Philadelphia, Pennsylvania 19132
                    (Address of Principal Executive Offices)

           The Pep Boys - Manny, Moe & Jack 1990 Stock Incentive Plan
                  (Amended and Restated as of March 31, 1998)
                            The Pep Boys Savings Plan
                           ---------------------------
                             (Full Title of the Plans)

                                Michael J. Holden
                            Executive Vice President
                           and Chief Financial Officer
                        The Pep Boys - Manny, Moe & Jack
                           3111 West Allegheny Avenue
                        Philadelphia, Pennsylvania 19132
                                 (215) 229-9000
                       ------------------------------------
                      (Name, address and telephone number,
                   including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>

------------------------------ -------------- ------------------ -------------------- ----------------
Title of Securities            Amount to be   Proposed maximum   Proposed maximum     Amount of
to be Registered               registered(1)  offering price     aggregate offering   registration fee
                                              per share (2)       price (2)
------------------------------ -------------- ------------------ -------------------- ----------------
<S>                            <C>            <C>                <C>                   <C>       
Common Stock, par value
$1.00 per share                3,000,000      $21.50             $64,500,000           $19,027.50
------------------------------ -------------- ------------------ -------------------- ----------------
Common Stock Purchase Right    3,000,000      $0                 $0                    $0
(attached to each share of
Common Stock)
------------------------------ -------------- ------------------ -------------------- ----------------
</TABLE>

(1)      Represents 1,000,000 shares of common stock of The Pep Boys - Manny,
         Moe & Jack (the "Common Stock") issuable pursuant to The Pep Boys
         Savings Plan (the "Savings Plan") as well as 2,000,000 shares of Common
         Stock issuable pursuant to The Pep Boys - Manny, Moe & Jack 1990 Stock
         Incentive Plan (the "Incentive Plan"), including attached Common Stock
         Purchase Rights. In addition, pursuant to Rule 416(c) under the
         Securities Act of 1933, as amended (the "Securities Act"), this
         registration statement on Form S-8 (the "Registration Statement") also
         covers an indeterminate amount of interests to be offered or sold
         pursuant to the Savings Plan.

(2)      Estimated solely for calculating the amount of the registration fee,
         pursuant to paragraphs (c) and (h) of Rule 457 under the Securities
         Act, based upon the average of the high and low prices of the Common
         Stock as reported by the New York Stock Exchange, Inc. on April 29,
         1998.


<PAGE>



                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents,  filed  with  the  Securities  and  Exchange
Commission  (the  "Commission")  by  The  Pep  Boys  -  Manny,  Moe  &  Jack,  a
Pennsylvania corporation (the "Company"), are incorporated by reference into the
Registration Statement:

         (a) The Company's annual report on Form 10-K for the fiscal
         year ended January 31, 1998, filed pursuant to the Securities
         Exchange Act of 1934, as amended (the "Exchange Act").

         (b) The Savings Plan's annual report on Form 11-K for the
         fiscal year ended December 31, 1996, filed pursuant to the
         Exchange Act.

         (c) The description of the Company's Common Stock, contained
         in the Registration Statement on Form 8-A dated June 10, 1983
         (File No. 103381) filed pursuant to the Exchange Act, and the
         description of the Company's Common Stock Purchase Rights
         contained in the amendment to the Company's Registration
         Statement on Form 8-A/A filed on December 19, 1997 (File No.
         103381).

         In addition,  all  documents  filed by the Company and the Savings Plan
with the  Commission  pursuant to  Sections  13(a),  13(c),  14 and 15(d) of the
Exchange Act subsequent to the date of this Registration  Statement and prior to
the filing of a post-effective amendment which indicates that all the securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be  incorporated  by  reference  in this  Registration
Statement and to be a part hereof from the date of the filing of such  documents
with the  Commission.  Any  statement  contained in a document  incorporated  by
reference  herein  shall be deemed to be modified  or  superseded  for  purposes
hereof  to the  extent  that  a  statement  contained  herein  (or in any  other
subsequently  filed document  which also is  incorporated  by reference  herein)
modifies or supersedes such  statement.  Any statement so modified or superseded
shall  not be deemed to  constitute  a part  hereof  except  as so  modified  or
superseded.

Item 4.  DESCRIPTION OF SECURITIES

         Inapplicable

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Inapplicable


                                      
<PAGE>



Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Sections  1741  through  1750  of  Subchapter  D,  Chapter  17,  of the
Pennsylvania  Business  Corporation  Laws (the  "BCL")  contain  provisions  for
mandatory  and  discretionary  indemnification  of  a  corporation's  directors,
officers and other personnel, and related matters.

         Under Section 1741, subject to certain  limitations,  a corporation has
the  power  to  indemnify   directors  and  officers  under  certain  prescribed
circumstances against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement  actually and reasonably  incurred in connection with
an  action  or  proceeding,   whether   civil,   criminal,   administrative   or
investigative (other than derivative  actions),  to which any of them is a party
or is threatened to be made a party by reason of his being a  representative  of
the corporation or serving at the request of the corporation as a representative
of another corporation,  partnership,  joint venture, trust or other enterprise,
if he acted in good faith and in a manner he  reasonably  believed  to be in, or
not opposed to, the best interests of the  corporation  and, with respect to any
criminal  proceeding,  had no  reasonable  cause  to  believe  his  conduct  was
unlawful.

         Section  1742  permits  indemnification  in  derivative  actions if the
appropriate standard of conduct is met, except in respect of any claim, issue or
matter as to which the person has been adjudged to be liable to the  corporation
unless and only to the extent that the proper court  determines upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, the person is fairly and  reasonably  entitled to indemnity for the
expenses that the court deems proper.

         Under Section 1743, indemnification is mandatory to the extent that the
officer or director has been successful on the merits or otherwise in defense of
any action or proceeding referred to in Section 1741 or 1742.

         Section  1744  provides   that,   unless   ordered  by  a  court,   any
indemnification under Section 1741 or 1742 shall be made by the corporation only
as authorized in the specific case upon a determination  that the representative
met the applicable  standard of conduct and that such determination will be made
(i) by the board of  directors by a majority  vote of a quorum of directors  not
parties to the action or proceeding; (ii) if a quorum is not obtainable, or if 
obtainable and a majority of disinterested directors so directs, by independent
legal counsel; or (iii) by the shareholders.




                                      -2-
<PAGE>




              

         Section 1745 provides that expenses incurred by an officer or
director in defending an action or proceeding may be paid by the corporation in
advance of the final disposition of such action or proceeding upon receipt of an
undertaking by or on behalf of such person to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation.

         Section  1746  provides   generally   that  the   indemnification   and
advancement  of expenses  provided by Subchapter  17D of the BCL (i) will not be
deemed  exclusive of any other rights to which a person seeking  indemnification
or advancement of expenses may be entitled under any bylaw,  agreement,  vote of
shareholders or disinterested  directors or otherwise,  both as to action in his
official  capacity  and as to action in  another  capacity  while  holding  that
office,  and (ii) may not be made in any case  where the act or  failure  to act
giving rise to the claim for  indemnification  is  determined by a court to have
constituted willful misconduct or recklessness.

         Section  1747 grants a  corporation  the power to purchase and maintain
insurance on behalf of any director or officer against any liability incurred by
him in his capacity as officer or director, whether or not the corporation would
have the power to indemnify him against that liability  under  Subchapter 17D of
the BCL.

         Sections 1748 and 1749 extend the  indemnification  and  advancement of
expenses  provisions  contained  in  Subchapter  17D  of the  BCL  to  successor
corporations in fundamental corporate changes and to representatives  serving as
fiduciaries of employee benefit plans.

         Section 1750  provides  that the  indemnification  and  advancement  of
expenses  provided by, or granted pursuant to,  Subchapter 17D of the BCL shall,
unless otherwise  provided when authorized or ratified,  continue as to a person
who has ceased to be a director,  officer,  employee or agent and shall inure to
the benefit of the heirs and personal representative of such person.

         Article  VII of the  Company's  Bylaws  provides  in  general  that the
Company  shall  indemnify  its  officers  and  directors  to the fullest  extent
permitted by law. The Bylaws further provide that any alteration,  amendment, or
repeal of the indemnification provisions, if not approved by 80% of the Board of




                                      -3-
<PAGE>




Directors, requires the affirmative vote of shareholders owning at least
80% of the outstanding shares entitled to vote.

         The Company maintains liability insurance on behalf of its
directors and officers.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Inapplicable

Item 8.  EXHIBITS

Exhibit No.                Description of Exhibits
-----------                -----------------------

   4          Rights Agreement, dated as of December 5, 1997, between
              the Company and First Union National Bank, including the
              form of Right Certificate and Summary of Rights to
              Purchase Common Stock (incorporated by reference to
              Exhibit 4.1 of the Company's Current Report on Form 8-K
              dated December 8, 1997 (File No. 103381))

   5.1        Opinion of Willkie Farr & Gallagher, counsel to the Company, 
              as to the legality of the shares being registered

   5.2        Determination Letter from the Internal Revenue Service that the 
              Savings Plan is qualified under Section 401 of the Internal 
              Revenue Code of 1986, as amended

   23.1       Consent of Deloitte & Touche LLP

   23.2       Consent of Willkie Farr & Gallagher (contained in Exhibit 5.1)

   24         Power of Attorney (reference is made to the signature page)

         With  respect to any changes made to the Savings  Plan  hereafter,  the
Company  hereby  undertakes to submit the Plan to the Internal  Revenue  Service
("IRS") in a timely  manner  and will make all  changes  required  by the IRS in
order to qualify the Plan.

Item 9.  UNDERTAKINGS

     1.  The undersigned registrant hereby undertakes:





                                      -4-
<PAGE>




         (a) To file, during any period in which offers or sales are being made,
a post-effective amendment to the Registration Statement:

                          (i)  to include any prospectus required by Section
                          10(a)(3) of the Securities Act;

                           (ii) to reflect in the prospectus any facts
                           or events arising after the effective date
                           of the Registration Statement (or the most
                           recent post-effective amendment thereof)
                           which, individually or in the aggregate,
                           represent a fundamental change in the
                           information set forth in the Registration
                           Statement;

                           (iii) to include any material information
                           with respect to the plan of distribution not
                           previously disclosed in the Registration
                           Statement or any material change to such
                           information in the Registration Statement;

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

         (b) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

    2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act and
each filing of the Savings Plan's annual report pursuant to Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities




                                      -5-
<PAGE>




offered therein, and the offering of such securities at that time shall be 
deemed to be the initial bona fide offering thereof.

    3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.





                                      -6-
<PAGE>




                                   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
30th day of April, 1998.



                                            THE PEP BOYS - MANNY, MOE & JACK


                                            By: /s/ Mitchell G. Leibovitz
                                                --------------------------
                                                Mitchell G. Leibovitz
                                                Chairman of the Board,
                                                President and Chief
                                                Executive Officer

         Pursuant to the  requirements of the Securities Act, the Savings Plan's
Committee,  the  administrative  committee  of the Plan,  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 30th day of April, 1998.

                                         THE PEP BOYS SAVINGS PLAN

                                         BY:     THE SAVINGS PLAN'S COMMITTEE,
                                                 acting as the Savings Plan
                                                 Administrator


                                         BY:  /s/ Michael J. Holden
                                              ---------------------------------
                                              Michael J. Holden
                                              A member of the Savings Plan's
                                              Committee




                                      -7-
<PAGE>






                               POWER OF ATTORNEY


         Each of the undersigned officers and directors of The Pep Boys - Manny,
Moe & Jack hereby severally  constitutes and appoints  Mitchell G. Leibovitz and
Michael J. Holden as the  attorney-in-fact  for the undersigned,  in any and all
capacities,  with  full  power  of  substitution,  to sign  any and all  pre- or
post-effective   amendments  to  this  Registration  Statement,  any  subsequent
Registration Statement for the same offering which may be filed pursuant to Rule
462(b) under the  Securities  Act of 1933,  as amended,  and any and all pre- or
post-effective  amendments  thereto,  and to file the same with exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting unto said  attorney-in-fact full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do in  person,  hereby  ratifying  and  confirming  all  that  each  said
attorney-in-fact may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated:

      Signature                 Title                         Date
     ----------                -------                        ----------



/s/ Mitchell G. Leibovitz
-------------------------
Mitchell G. Leibovitz         Chairman of the Board,         April 30, 1998
                              President, Chief
                              Executive Officer and
                              Director (Principal
                              Executive Officer)



/s/ Michael J. Holden
---------------------
Michael J. Holden             Executive Vice President       April 30, 1998
                              and Chief Financial
                              Officer (Principal
                              Financial and Accounting
                              Officer)







                                      -8-
<PAGE>




/s/ Lennox K. Black
--------------------
Lennox K. Black              Director                          April 30, 1998



---------------------
Bernard J. Korman            Director                          April __, 1998



/s/ J. Richard Leaman, Jr.
--------------------------
J. Richard Leaman, Jr.       Director                          April 30, 1998



/s/ Malcolmn D. Pryor
---------------------
Malcolmn D. Pryor            Director                          April 30, 1998



/s/ Lester Rosenfeld
--------------------
Lester Rosenfeld             Director                          April 30, 1998



/s/ Benjamin Strauss
--------------------
Benjamin Strauss             Director                          April 30, 1998



/s/ Myles H. Tanenbaum
----------------------
Myles H. Tanenbaum           Director                          April 30, 1998



/s/ David V. Wachs
------------------
David V. Wachs               Director                          April 30, 1998





                                      -9-
<PAGE>








                               INDEX TO EXHIBITS



Exhibit No.                Description of Exhibit
-----------                ----------------------

   5.1       Opinion of Willkie Farr & Gallagher, counsel to the Company, as to
             the legality of the shares being registered

   5.2       Determination Letter from the Internal Revenue Service that the
             Savings Plan is qualified under Section 401 of the Internal Revenue
             Code of 1986, as amended

   23.1      Consent of Deloitte & Touche LLP

   23.2      Consent of Willkie Farr & Gallagher (contained in Exhibit 5.1)

   24        Power of Attorney (reference is made to the signature page)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 23858}]
{"company-data": {"conformed-name": "PEP BOYS MANNY MOE & JACK", "cik": "0000077449", "assigned-sic": "5531", "irs-number": "230962915", "state-of-incorporation": "PA", "fiscal-year-end": "0201"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51585", "film-number": "98608362"}, "business-address": {"street1": "3111 W ALLEGHENY AVE", "city": "PHILADELPHIA", "state": "PA", "zip": "19132", "phone": "2152299000"}}
As filed with the Securities and Exchange Commission on May 1, 1998.

                                                    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 issuer as specified in its charter)

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

                           3111 West Allegheny Avenue
                        Philadelphia, Pennsylvania 19132
                    (Address of Principal Executive Offices)

           The Pep Boys - Manny, Moe & Jack 1990 Stock Incentive Plan
                  (Amended and Restated as of March 31, 1998)
                            The Pep Boys Savings Plan
                           ---------------------------
                             (Full Title of the Plans)

                                Michael J. Holden
                            Executive Vice President
                           and Chief Financial Officer
                        The Pep Boys - Manny, Moe & Jack
                           3111 West Allegheny Avenue
                        Philadelphia, Pennsylvania 19132
                                 (215) 229-9000
                       ------------------------------------
                      (Name, address and telephone number,
                   including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

------------------------------ -------------- ------------------ -------------------- ----------------
Title of Securities            Amount to be   Proposed maximum   Proposed maximum     Amount of
to be Registered               registered(1)  offering price     aggregate offering   registration fee
                                              per share (2)       price (2)
------------------------------ -------------- ------------------ -------------------- ----------------
Common Stock, par value
$1.00 per share                3,000,000      $21.50             $64,500,000           $19,027.50
------------------------------ -------------- ------------------ -------------------- ----------------
Common Stock Purchase Right    3,000,000      $0                 $0                    $0
(attached to each share of
Common Stock)
------------------------------ -------------- ------------------ -------------------- ----------------
(1)      Represents 1,000,000 shares of common stock of The Pep Boys - Manny,
         Moe & Jack (the "Common Stock") issuable pursuant to The Pep Boys
         Savings Plan (the "Savings Plan") as well as 2,000,000 shares of Common
         Stock issuable pursuant to The Pep Boys - Manny, Moe & Jack 1990 Stock
         Incentive Plan (the "Incentive Plan"), including attached Common Stock
         Purchase Rights. In addition, pursuant to Rule 416(c) under the
         Securities Act of 1933, as amended (the "Securities Act"), this
         registration statement on Form S-8 (the "Registration Statement") also
         covers an indeterminate amount of interests to be offered or sold
         pursuant to the Savings Plan.

(2)      Estimated solely for calculating the amount of the registration fee,
         pursuant to paragraphs (c) and (h) of Rule 457 under the Securities
         Act, based upon the average of the high and low prices of the Common
         Stock as reported by the New York Stock Exchange, Inc. on April 29,
         1998.
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The  following  documents,  filed  with  the  Securities  and  Exchange
Commission  (the  "Commission")  by  The  Pep  Boys  -  Manny,  Moe  &  Jack,  a
Pennsylvania corporation (the "Company"), are incorporated by reference into the
Registration Statement:

         (a) The Company's annual report on Form 10-K for the fiscal
         year ended January 31, 1998, filed pursuant to the Securities
         Exchange Act of 1934, as amended (the "Exchange Act").

         (b) The Savings Plan's annual report on Form 11-K for the
         fiscal year ended December 31, 1996, filed pursuant to the
         Exchange Act.

         (c) The description of the Company's Common Stock, contained
         in the Registration Statement on Form 8-A dated June 10, 1983
         (File No. 103381) filed pursuant to the Exchange Act, and the
         description of the Company's Common Stock Purchase Rights
         contained in the amendment to the Company's Registration
         Statement on Form 8-A/A filed on December 19, 1997 (File No.
         103381).

         In addition,  all  documents  filed by the Company and the Savings Plan
with the  Commission  pursuant to  Sections  13(a),  13(c),  14 and 15(d) of the
Exchange Act subsequent to the date of this Registration  Statement and prior to
the filing of a post-effective amendment which indicates that all the securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be  incorporated  by  reference  in this  Registration
Statement and to be a part hereof from the date of the filing of such  documents
with the  Commission.  Any  statement  contained in a document  incorporated  by
reference  herein  shall be deemed to be modified  or  superseded  for  purposes
hereof  to the  extent  that  a  statement  contained  herein  (or in any  other
subsequently  filed document  which also is  incorporated  by reference  herein)
modifies or supersedes such  statement.  Any statement so modified or superseded
shall  not be deemed to  constitute  a part  hereof  except  as so  modified  or
superseded.

Item 4.  DESCRIPTION OF SECURITIES

         Inapplicable

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Inapplicable
Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Sections  1741  through  1750  of  Subchapter  D,  Chapter  17,  of the
Pennsylvania  Business  Corporation  Laws (the  "BCL")  contain  provisions  for
mandatory  and  discretionary  indemnification  of  a  corporation's  directors,
officers and other personnel, and related matters.

         Under Section 1741, subject to certain  limitations,  a corporation has
the  power  to  indemnify   directors  and  officers  under  certain  prescribed
circumstances against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement  actually and reasonably  incurred in connection with
an  action  or  proceeding,   whether   civil,   criminal,   administrative   or
investigative (other than derivative  actions),  to which any of them is a party
or is threatened to be made a party by reason of his being a  representative  of
the corporation or serving at the request of the corporation as a representative
of another corporation,  partnership,  joint venture, trust or other enterprise,
if he acted in good faith and in a manner he  reasonably  believed  to be in, or
not opposed to, the best interests of the  corporation  and, with respect to any
criminal  proceeding,  had no  reasonable  cause  to  believe  his  conduct  was
unlawful.

         Section  1742  permits  indemnification  in  derivative  actions if the
appropriate standard of conduct is met, except in respect of any claim, issue or
matter as to which the person has been adjudged to be liable to the  corporation
unless and only to the extent that the proper court  determines upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, the person is fairly and  reasonably  entitled to indemnity for the
expenses that the court deems proper.

         Under Section 1743, indemnification is mandatory to the extent that the
officer or director has been successful on the merits or otherwise in defense of
any action or proceeding referred to in Section 1741 or 1742.

         Section  1744  provides   that,   unless   ordered  by  a  court,   any
indemnification under Section 1741 or 1742 shall be made by the corporation only
as authorized in the specific case upon a determination  that the representative
met the applicable  standard of conduct and that such determination will be made
(i) by the board of  directors by a majority  vote of a quorum of directors  not
parties to the action or proceeding; (ii) if a quorum is not obtainable, or if 
obtainable and a majority of disinterested directors so directs, by independent
legal counsel; or (iii) by the shareholders.

                                      -2-
Section 1745 provides that expenses incurred by an officer or
director in defending an action or proceeding may be paid by the corporation in
advance of the final disposition of such action or proceeding upon receipt of an
undertaking by or on behalf of such person to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
corporation.

         Section  1746  provides   generally   that  the   indemnification   and
advancement  of expenses  provided by Subchapter  17D of the BCL (i) will not be
deemed  exclusive of any other rights to which a person seeking  indemnification
or advancement of expenses may be entitled under any bylaw,  agreement,  vote of
shareholders or disinterested  directors or otherwise,  both as to action in his
official  capacity  and as to action in  another  capacity  while  holding  that
office,  and (ii) may not be made in any case  where the act or  failure  to act
giving rise to the claim for  indemnification  is  determined by a court to have
constituted willful misconduct or recklessness.

         Section  1747 grants a  corporation  the power to purchase and maintain
insurance on behalf of any director or officer against any liability incurred by
him in his capacity as officer or director, whether or not the corporation would
have the power to indemnify him against that liability  under  Subchapter 17D of
the BCL.

         Sections 1748 and 1749 extend the  indemnification  and  advancement of
expenses  provisions  contained  in  Subchapter  17D  of the  BCL  to  successor
corporations in fundamental corporate changes and to representatives  serving as
fiduciaries of employee benefit plans.

         Section 1750  provides  that the  indemnification  and  advancement  of
expenses  provided by, or granted pursuant to,  Subchapter 17D of the BCL shall,
unless otherwise  provided when authorized or ratified,  continue as to a person
who has ceased to be a director,  officer,  employee or agent and shall inure to
the benefit of the heirs and personal representative of such person.

         Article  VII of the  Company's  Bylaws  provides  in  general  that the
Company  shall  indemnify  its  officers  and  directors  to the fullest  extent
permitted by law. The Bylaws further provide that any alteration,  amendment, or
repeal of the indemnification provisions, if not approved by 80% of the Board of

                                      -3-
Directors, requires the affirmative vote of shareholders owning at least
80% of the outstanding shares entitled to vote.

         The Company maintains liability insurance on behalf of its
directors and officers.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Inapplicable

Item 8.  EXHIBITS

Exhibit No.                Description of Exhibits
-----------                -----------------------

   4          Rights Agreement, dated as of December 5, 1997, between
              the Company and First Union National Bank, including the
              form of Right Certificate and Summary of Rights to
              Purchase Common Stock (incorporated by reference to
              Exhibit 4.1 of the Company's Current Report on Form 8-K
              dated December 8, 1997 (File No. 103381))

   5.1        Opinion of Willkie Farr & Gallagher, counsel to the Company, 
              as to the legality of the shares being registered

   5.2        Determination Letter from the Internal Revenue Service that the 
              Savings Plan is qualified under Section 401 of the Internal 
              Revenue Code of 1986, as amended

   23.1       Consent of Deloitte & Touche LLP

   23.2       Consent of Willkie Farr & Gallagher (contained in Exhibit 5.1)

   24         Power of Attorney (reference is made to the signature page)

         With  respect to any changes made to the Savings  Plan  hereafter,  the
Company  hereby  undertakes to submit the Plan to the Internal  Revenue  Service
("IRS") in a timely  manner  and will make all  changes  required  by the IRS in
order to qualify the Plan.

Item 9.  UNDERTAKINGS

     1.  The undersigned registrant hereby undertakes:

                                      -4-
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to the Registration Statement:

                          (i)  to include any prospectus required by Section
                          10(a)(3) of the Securities Act;

                           (ii) to reflect in the prospectus any facts
                           or events arising after the effective date
                           of the Registration Statement (or the most
                           recent post-effective amendment thereof)
                           which, individually or in the aggregate,
                           represent a fundamental change in the
                           information set forth in the Registration
                           Statement;

                           (iii) to include any material information
                           with respect to the plan of distribution not
                           previously disclosed in the Registration
                           Statement or any material change to such
                           information in the Registration Statement;

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

         (b) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

    2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act and
each filing of the Savings Plan's annual report pursuant to Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities

                                      -5-
offered therein, and the offering of such securities at that time shall be 
deemed to be the initial bona fide offering thereof.

    3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                      -6-
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
30th day of April, 1998.

                                            THE PEP BOYS - MANNY, MOE & JACK

                                            By: /s/ Mitchell G. Leibovitz
                                                --------------------------
                                                Mitchell G. Leibovitz
                                                Chairman of the Board,
                                                President and Chief
                                                Executive Officer

         Pursuant to the  requirements of the Securities Act, the Savings Plan's
Committee,  the  administrative  committee  of the Plan,  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 30th day of April, 1998.

                                         THE PEP BOYS SAVINGS PLAN

                                         BY:     THE SAVINGS PLAN'S COMMITTEE,
                                                 acting as the Savings Plan
                                                 Administrator

                                         BY:  /s/ Michael J. Holden
                                              ---------------------------------
                                              Michael J. Holden
                                              A member of the Savings Plan's
                                              Committee

                                      -7-
POWER OF ATTORNEY

         Each of the undersigned officers and directors of The Pep Boys - Manny,
Moe & Jack hereby severally  constitutes and appoints  Mitchell G. Leibovitz and
Michael J. Holden as the  attorney-in-fact  for the undersigned,  in any and all
capacities,  with  full  power  of  substitution,  to sign  any and all  pre- or
post-effective   amendments  to  this  Registration  Statement,  any  subsequent
Registration Statement for the same offering which may be filed pursuant to Rule
462(b) under the  Securities  Act of 1933,  as amended,  and any and all pre- or
post-effective  amendments  thereto,  and to file the same with exhibits thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting unto said  attorney-in-fact full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do in  person,  hereby  ratifying  and  confirming  all  that  each  said
attorney-in-fact may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated:

      Signature                 Title                         Date
     ----------                -------                        ----------

/s/ Mitchell G. Leibovitz
-------------------------
Mitchell G. Leibovitz         Chairman of the Board,         April 30, 1998
                              President, Chief
                              Executive Officer and
                              Director (Principal
                              Executive Officer)

/s/ Michael J. Holden
---------------------
Michael J. Holden             Executive Vice President       April 30, 1998
                              and Chief Financial
                              Officer (Principal
                              Financial and Accounting
                              Officer)

                                      -8-
/s/ Lennox K. Black
--------------------
Lennox K. Black              Director                          April 30, 1998

---------------------
Bernard J. Korman            Director                          April __, 1998

/s/ J. Richard Leaman, Jr.
--------------------------
J. Richard Leaman, Jr.       Director                          April 30, 1998

/s/ Malcolmn D. Pryor
---------------------
Malcolmn D. Pryor            Director                          April 30, 1998

/s/ Lester Rosenfeld
--------------------
Lester Rosenfeld             Director                          April 30, 1998

/s/ Benjamin Strauss
--------------------
Benjamin Strauss             Director                          April 30, 1998

/s/ Myles H. Tanenbaum
----------------------
Myles H. Tanenbaum           Director                          April 30, 1998

/s/ David V. Wachs
------------------
David V. Wachs               Director                          April 30, 1998

                                      -9-
INDEX TO EXHIBITS

Exhibit No.                Description of Exhibit
-----------                ----------------------

   5.1       Opinion of Willkie Farr & Gallagher, counsel to the Company, as to
             the legality of the shares being registered

   5.2       Determination Letter from the Internal Revenue Service that the
             Savings Plan is qualified under Section 401 of the Internal Revenue
             Code of 1986, as amended

   23.1      Consent of Deloitte & Touche LLP

   23.2      Consent of Willkie Farr & Gallagher (contained in Exhibit 5.1)

   24        Power of Attorney (reference is made to the signature page)