D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

D.B. ZWIRN & CO., L.P.

(Last)

(First)

(Middle)

745 FIFTH AVENUE

18TH FLOOR

(Street)

NEW YORK

10151

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/14/2007

3. Issuer Name and Ticker or Trading Symbol
PEP BOYS MANNY MOE & JACK [ PBY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	52,944⁽¹⁾⁽²⁾⁽³⁾	I⁽¹⁾⁽²⁾⁽³⁾	By D.B. Zwirn Special Opportunities Fund, L.P.⁽¹⁾⁽²⁾⁽³⁾
Common Stock	368,259⁽¹⁾⁽²⁾⁽³⁾	I⁽¹⁾⁽²⁾⁽³⁾	By D.B. Zwirn Special Opportunities Fund, Ltd.⁽¹⁾⁽²⁾⁽³⁾
Common Stock	108,281⁽¹⁾⁽²⁾⁽³⁾	I⁽¹⁾⁽²⁾⁽³⁾	By HCM/Z Special Opportunities LLC⁽¹⁾⁽²⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

1. Name and Address of Reporting Person^*

D.B. ZWIRN & CO., L.P.

(Last)

(First)

(Middle)

745 FIFTH AVENUE

18TH FLOOR

(Street)

NEW YORK

10151

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.

(Last)

(First)

(Middle)

745 FIFTH AVENUE

18TH FLOOR

(Street)

NEW YORK

10151

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HCM/Z Special Opportunities LLC

(Last)

(First)

(Middle)

745 FIFTH AVENUE

18TH FLOOR

(Street)

NEW YORK

10151

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

DBZ GP, LLC

(Last)

(First)

(Middle)

745 FIFTH AVENUE

18TH FLOOR

(Street)

NEW YORK

10151

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ZWIRN HOLDINGS, LLC

(Last)

(First)

(Middle)

745 FIFTH AVENUE

18TH FLOOR

(Street)

NEW YORK

10151

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ZWIRN DANIEL B

(Last)

(First)

(Middle)

745 FIFTH AVENUE

18TH FLOOR

(Street)

NEW YORK

10151

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD.

(Last)

(First)

(Middle)

C/O HIGHBRIDGE CAPITAL CORPORATION

CORPORATE CENTRE, 4TH FL, 27 HOSPITAL RD

(Street)

GRAND CAYMAN ISLANDS

(City)

(State)

(Zip)

Explanation of Responses:

1. Includes shares owned directly by D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC. As the manager of D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC, D.B. Zwirn & Co., L.P. may be deemed to beneficially own the shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC.

2. (Continuation of Footnote 1) As general partner of D.B. Zwirn & Co., L.P., DBZ GP, LLC may be deemed to beneficially own the shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC. As the managing member of DBZ GP, LLC, Zwirn Holdings, LLC may be deemed to beneficially own the shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC. As the managing member of Zwirn Holdings, LLC, Daniel B. Zwirn may be deemed to beneficially own the shares of Common Stock beneficially owned by D.B. Zwirn Special Opportunities Fund, L.P., D.B. Zwirn Special Opportunities Fund, Ltd. and HCM/Z Special Opportunities LLC.

3. Each Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Remarks:

Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding Common Stock.

	D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., By: D.B. ZWIRN PARTNERS, LLC, its general partner, By: ZWIRN HOLDINGS, LLC, its managing member, By: /s/ Daniel B. Zwirn, its Managing Member	09/21/2007
	D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, LTD., By: D.B. Zwirn & Co., L.P., its manager, By: DBZ GP, LLC, its general partner, By: Zwirn Holdings, LLC, its managing member, By: /s/ Daniel B. Zwirn, its Managing Member	09/21/2007
	HCM/Z SPECIAL OPPORTUNITIES LLC, By: D.B. Zwirn & Co., L.P., its manager, By: DBZ GP, LLC, its general partner, By: Zwirn Holdings, LLC, its managing member, By: /s/ Daniel B. Zwirn, its Managing Member	09/21/2007
	D.B. ZWIRN & CO., L.P., By: DBZ GP, LLC, its general partner, By: Zwirn Holdings, LLC, its managing member, By: /s/ Daniel B. Zwirn, its Managing Member	09/21/2007
	DBZ GP, LLC, By: Zwirn Holdings, LLC, its managing member, By: /s/ Daniel B. Zwirn, its Managing Member	09/21/2007
	ZWIRN HOLDINGS, LLC, By: By: /s/ Daniel B. Zwirn, its Managing Member	09/21/2007
	/s/ Daniel B. Zwirn	09/21/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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