As filed with the Securities and Exchange Commission on July 1, 2003
                                                      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                                        23-0962915
  (State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                       Identification Number)

                           3111 West Allegheny Avenue
                        Philadelphia, Pennsylvania 19132
          (Address, including zip code, of principal executive offices)

                ------------------------------------------------
                        The Pep Boys - Manny, Moe & Jack
         Non-Qualified Stock Option Agreement for Lawrence N. Stevenson
                            (Full title of the plan)
                ------------------------------------------------

                               George Babich, Jr.
                        The Pep Boys - Manny, Moe & Jack
                           3111 West Allegheny Avenue
                        Philadelphia, Pennsylvania 19132
                                 (215) 430-9000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                ------------------------------------------------
                                    Copies to
                             Daniel D. Rubino, Esq.
                            Willkie Farr & Gallagher
                               787 Seventh Avenue
                               New York, NY 10019
                                 (212) 728-8000
                ------------------------------------------------

                         CALCULATION OF REGISTRATION FEE

================================================================================
    Title of       Amount to be       Proposed        Proposed       Amount of
securities to be  registered (1)      maximum         maximum      registration
   registered                         offering        aggregate          fee
                                      price per       offering
                                      share (2)       price (2)
--------------------------------------------------------------------------------
Common Stock,
$1.00 par value
per share             174,540         $13.46        $2,349,308.40     $190.06

Common Stock
Purchase Rights
(attached to          174,540            $0              $0             $0
each share of
Common Stock)
================================================================================

     (1) This Registration Statement covers 174,540 shares of the common stock
of The Pep Boys - Manny, Moe & Jack, $1.00 par value per share (the "Common
Stock"), issuable pursuant to a Non-Qualified Stock Option Agreement between The
Pep Boys - Manny, Moe & Jack and Lawrence N. Stevenson (the "Agreement"). In
addition, this Registration Statement covers an indeterminable number of
additional shares of Common Stock as may hereafter be offered or issued pursuant
to the Agreement, to prevent dilution resulting from stock splits, stock
dividends or similar transactions effected without receipt of consideration and
pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act").

     (2) Estimated solely for calculating the amount of the registration fee.
The registration fee has been calculated pursuant to Rule 457(h) under the
Securities Act.


<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 this
Registration Statement:

          (a) the Company's Annual Report on Form 10-K for the fiscal year ended
     February 1, 2003, filed pursuant to the Securities Exchange Act of 1934
     (the "Exchange Act");

          (b) the Company's Quarterly Report on Form 10-Q for the fiscal quarter
     ended May 3, 2003, filed pursuant to the Exchange Act;

          (c) the Company's Current Report on Form 8-K, filed on May 15, 2003
     pursuant to the Exchange Act; and

          (d) the description of the Common Stock contained in the Company's
     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 with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of the 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 herein by reference 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.

     THE COMPANY WILL PROVIDE WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST, A
COPY OF ANY OR ALL OF THE FOREGOING DOCUMENTS INCORPORATED HEREIN BY REFERENCE
(OTHER THAN EXHIBITS TO SUCH DOCUMENTS). IN ADDITION, THE COMPANY WILL PROVIDE
ALL DOCUMENTS REQUIRED TO BE DELIVERED TO PARTICIPANTS PURSUANT TO RULE 428(b)
OF THE SECURITIES ACT. REQUESTS FOR SUCH DOCUMENTS SHOULD BE DIRECTED TO:
GENERAL COUNSEL, THE PEP BOYS - MANNY, MOE & JACK, 3111 ALLEGHENY AVENUE,
PHILADELPHIA, PENNSYLVANIA 19132, (215) 430-9000.


<PAGE>


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 Law of 1988, as amended (the "PBCL"), 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, to which
any of them is a party by reason of his being a representative, director or
officer 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 provides for indemnification in derivative actions 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 circumstances of the case, the person is fairly and
reasonably entitled to indemnity for the expenses that the court deems proper.
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 such determination will be made by the board of
directors (i) 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.


<PAGE>


     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 under Section 1741 or Section 1742 if the appropriate
standards of conduct are met.

     Section 1745 provides that expenses (including attorney's fees) incurred by
an officer, director, employee or agent in defending a civil or criminal 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 or
she is not entitled to be indemnified by the corporation.

     Section 1746 provides generally that, except 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, the
indemnification and advancement of expenses provided by Subchapter 17D of the
PBCL shall 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 or her official capacity and as to action in another capacity
while holding that office.

     Section 1747 grants to a corporation the power to purchase and maintain
insurance on behalf of any director or officer against any liability incurred by
him or her in his or her 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 PBCL. Sections 1748 and 1749 extend the indemnification
and advancement of expenses provisions contained in Subchapter 17D of the PBCL
to successor corporations in fundamental 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 PBCL, 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.

     The Company's Articles of Incorporation and By-laws provide in general that
the Company shall indemnify its officers and directors to the fullest extent
authorized by law.

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

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

     Inapplicable

Item 8. EXHIBITS

Exhibit No.
-----------

   4        Rights Agreement, dated as of December 5, 1997, between the Company
            and First Union National Bank, including the form of Rights
            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)).


<PAGE>


   5        Opinion of Willkie Farr & Gallagher with respect to the legality of
            the securities to be issued pursuant to the Plan.

   23.1     Consent of Deloitte & Touche LLP.

   23.2     Consent of Willkie Farr & Gallagher (contained in Exhibit 5).

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

Item 9. UNDERTAKINGS

     1. The undersigned registrant hereby undertakes:

          (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
that is incorporated by reference in the Registration Statement 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.


<PAGE>


     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.

                                   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 the 1st day of July, 2003.

                                    THE PEP BOYS - MANNY, MOE & JACK


                                    By:  /s/ George Babich, Jr.
                                         -----------------------------------
                                         George Babich, Jr.
                                         President & Chief Financial Officer


<PAGE>


                                POWER OF ATTORNEY

     Each of the undersigned officers and directors of The Pep Boys - Manny, Moe
& Jack hereby severally constitutes and appoints Lawrence N. Stevenson and
George Babich, Jr., and each of them, as the attorneys-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 attorneys-in-fact, and
each of them, 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 said attorneys-in-fact, and each of them, 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/ Lawrence N. Stevenson          Chief Executive Officer and     July 1, 2003
-----------------------------      Director (Principal
Lawrence N. Stevenson              Executive Officer)


/s/ George Babich, Jr.             President and Chief Financial   July 1, 2003
-----------------------------      Officer (Principal Financial
George Babich, Jr.                 Officer)


/s/ Bernard K. McElroy             Vice President - Chief          July 1, 2003
-----------------------------      Accounting Officer and
Bernard K. McElroy                 Treasurer (Principal
                                   Accounting Officer)


/s/ Peter A. Bassi                 Director                        July 1, 2003
-----------------------------
Peter A. Bassi


/s/ Bernard J. Korman              Director                        July 1, 2003
-----------------------------
Bernard J. Korman


<PAGE>


/s/ J. Richard Leaman, Jr.         Director                        July 1, 2003
-----------------------------
J. Richard Leaman, Jr.


/s/ William Leonard                Director                        July 1, 2003
-----------------------------
William Leonard


/s/ Malcolmn D. Pryor              Director                        July 1, 2003
-----------------------------
Malcolmn D. Pryor


/s/ Lester Rosenfeld               Director                        July 1, 2003
-----------------------------
Lester Rosenfeld


/s/ Jane Scaccetti                 Director                        July 1, 2003
-----------------------------
Jane Scaccetti


/s/ Benjamin Strauss               Director                        July 1, 2003
-----------------------------
Benjamin Strauss


/s/ John T. Sweetwood              Director                        July 1, 2003
-----------------------------
John T. Sweetwood


<PAGE>


                                INDEX TO EXHIBITS

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

5                       Opinion of Willkie Farr & Gallagher.

23.1                    Consent of Deloitte & Touche, LLP.

23.2                    Consent of Willkie Farr & Gallagher (contained in
                        Exhibit 5).

24                      Power of Attorney (reference is made to the signature
                        pages).
[{"type": "S-8", "sequence": "1", "filename": "mmj1217955b.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20676}]
{"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": "333-106714", "film-number": "03768301"}, "business-address": {"street1": "3111 W ALLEGHENY AVE", "city": "PHILADELPHIA", "state": "PA", "zip": "19132", "phone": "2152299000"}}
As filed with the Securities and Exchange Commission on July 1, 2003
                                                      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                                        23-0962915
  (State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                       Identification Number)

                           3111 West Allegheny Avenue
                        Philadelphia, Pennsylvania 19132
          (Address, including zip code, of principal executive offices)

                ------------------------------------------------
                        The Pep Boys - Manny, Moe & Jack
         Non-Qualified Stock Option Agreement for Lawrence N. Stevenson
                            (Full title of the plan)
                ------------------------------------------------

                               George Babich, Jr.
                        The Pep Boys - Manny, Moe & Jack
                           3111 West Allegheny Avenue
                        Philadelphia, Pennsylvania 19132
                                 (215) 430-9000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                ------------------------------------------------
                                    Copies to
                             Daniel D. Rubino, Esq.
                            Willkie Farr & Gallagher
                               787 Seventh Avenue
                               New York, NY 10019
                                 (212) 728-8000
                ------------------------------------------------

                         CALCULATION OF REGISTRATION FEE

================================================================================
    Title of       Amount to be       Proposed        Proposed       Amount of
securities to be  registered (1)      maximum         maximum      registration
   registered                         offering        aggregate          fee
                                      price per       offering
                                      share (2)       price (2)
--------------------------------------------------------------------------------
Common Stock,
$1.00 par value
per share             174,540         $13.46        $2,349,308.40     $190.06

Common Stock
Purchase Rights
(attached to          174,540            $0              $0             $0
each share of
Common Stock)
================================================================================

     (1) This Registration Statement covers 174,540 shares of the common stock
of The Pep Boys - Manny, Moe & Jack, $1.00 par value per share (the "Common
Stock"), issuable pursuant to a Non-Qualified Stock Option Agreement between The
Pep Boys - Manny, Moe & Jack and Lawrence N. Stevenson (the "Agreement"). In
addition, this Registration Statement covers an indeterminable number of
additional shares of Common Stock as may hereafter be offered or issued pursuant
to the Agreement, to prevent dilution resulting from stock splits, stock
dividends or similar transactions effected without receipt of consideration and
pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act").

     (2) Estimated solely for calculating the amount of the registration fee.
The registration fee has been calculated pursuant to Rule 457(h) under the
Securities Act.
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 this
Registration Statement:

          (a) the Company's Annual Report on Form 10-K for the fiscal year ended
     February 1, 2003, filed pursuant to the Securities Exchange Act of 1934
     (the "Exchange Act");

          (b) the Company's Quarterly Report on Form 10-Q for the fiscal quarter
     ended May 3, 2003, filed pursuant to the Exchange Act;

          (c) the Company's Current Report on Form 8-K, filed on May 15, 2003
     pursuant to the Exchange Act; and

          (d) the description of the Common Stock contained in the Company's
     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 with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of the 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 herein by reference 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.

     THE COMPANY WILL PROVIDE WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST, A
COPY OF ANY OR ALL OF THE FOREGOING DOCUMENTS INCORPORATED HEREIN BY REFERENCE
(OTHER THAN EXHIBITS TO SUCH DOCUMENTS). IN ADDITION, THE COMPANY WILL PROVIDE
ALL DOCUMENTS REQUIRED TO BE DELIVERED TO PARTICIPANTS PURSUANT TO RULE 428(b)
OF THE SECURITIES ACT. REQUESTS FOR SUCH DOCUMENTS SHOULD BE DIRECTED TO:
GENERAL COUNSEL, THE PEP BOYS - MANNY, MOE & JACK, 3111 ALLEGHENY AVENUE,
PHILADELPHIA, PENNSYLVANIA 19132, (215) 430-9000.
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 Law of 1988, as amended (the "PBCL"), 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, to which
any of them is a party by reason of his being a representative, director or
officer 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 provides for indemnification in derivative actions 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 circumstances of the case, the person is fairly and
reasonably entitled to indemnity for the expenses that the court deems proper.
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 such determination will be made by the board of
directors (i) 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.
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 under Section 1741 or Section 1742 if the appropriate
standards of conduct are met.

     Section 1745 provides that expenses (including attorney's fees) incurred by
an officer, director, employee or agent in defending a civil or criminal 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 or
she is not entitled to be indemnified by the corporation.

     Section 1746 provides generally that, except 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, the
indemnification and advancement of expenses provided by Subchapter 17D of the
PBCL shall 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 or her official capacity and as to action in another capacity
while holding that office.

     Section 1747 grants to a corporation the power to purchase and maintain
insurance on behalf of any director or officer against any liability incurred by
him or her in his or her 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 PBCL. Sections 1748 and 1749 extend the indemnification
and advancement of expenses provisions contained in Subchapter 17D of the PBCL
to successor corporations in fundamental 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 PBCL, 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.

     The Company's Articles of Incorporation and By-laws provide in general that
the Company shall indemnify its officers and directors to the fullest extent
authorized by law.

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

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

     Inapplicable

Item 8. EXHIBITS

Exhibit No.
-----------

   4        Rights Agreement, dated as of December 5, 1997, between the Company
            and First Union National Bank, including the form of Rights
            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        Opinion of Willkie Farr & Gallagher with respect to the legality of
            the securities to be issued pursuant to the Plan.

   23.1     Consent of Deloitte & Touche LLP.

   23.2     Consent of Willkie Farr & Gallagher (contained in Exhibit 5).

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

Item 9. UNDERTAKINGS

     1. The undersigned registrant hereby undertakes:

          (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
that is incorporated by reference in the Registration Statement 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.
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.

                                   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 the 1st day of July, 2003.

                                    THE PEP BOYS - MANNY, MOE & JACK

                                    By:  /s/ George Babich, Jr.
                                         -----------------------------------
                                         George Babich, Jr.
                                         President & Chief Financial Officer
POWER OF ATTORNEY

     Each of the undersigned officers and directors of The Pep Boys - Manny, Moe
& Jack hereby severally constitutes and appoints Lawrence N. Stevenson and
George Babich, Jr., and each of them, as the attorneys-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 attorneys-in-fact, and
each of them, 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 said attorneys-in-fact, and each of them, 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/ Lawrence N. Stevenson          Chief Executive Officer and     July 1, 2003
-----------------------------      Director (Principal
Lawrence N. Stevenson              Executive Officer)

/s/ George Babich, Jr.             President and Chief Financial   July 1, 2003
-----------------------------      Officer (Principal Financial
George Babich, Jr.                 Officer)

/s/ Bernard K. McElroy             Vice President - Chief          July 1, 2003
-----------------------------      Accounting Officer and
Bernard K. McElroy                 Treasurer (Principal
                                   Accounting Officer)

/s/ Peter A. Bassi                 Director                        July 1, 2003
-----------------------------
Peter A. Bassi

/s/ Bernard J. Korman              Director                        July 1, 2003
-----------------------------
Bernard J. Korman
/s/ J. Richard Leaman, Jr.         Director                        July 1, 2003
-----------------------------
J. Richard Leaman, Jr.

/s/ William Leonard                Director                        July 1, 2003
-----------------------------
William Leonard

/s/ Malcolmn D. Pryor              Director                        July 1, 2003
-----------------------------
Malcolmn D. Pryor

/s/ Lester Rosenfeld               Director                        July 1, 2003
-----------------------------
Lester Rosenfeld

/s/ Jane Scaccetti                 Director                        July 1, 2003
-----------------------------
Jane Scaccetti

/s/ Benjamin Strauss               Director                        July 1, 2003
-----------------------------
Benjamin Strauss

/s/ John T. Sweetwood              Director                        July 1, 2003
-----------------------------
John T. Sweetwood
INDEX TO EXHIBITS

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

5                       Opinion of Willkie Farr & Gallagher.

23.1                    Consent of Deloitte & Touche, LLP.

23.2                    Consent of Willkie Farr & Gallagher (contained in
                        Exhibit 5).

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