Exhibit 3.1  AMENDED AND RESTATED ARTICLES OF
INCORPORATION OF
THE PEP BOYS  MANNY, MOE & JACK  The Pep Boys  Manny, Moe &
Jack (the Corporation), a corporation existing under the Pennsylvania
Business Corporation Law of 1988, as amended (the BCL), in compliance
with Section 1915 of the BCL, does hereby certify as follows:  I.The Corporation was originally incorporated
under the name Pep Auto Supply Company, and the original Articles of
Incorporation of the Corporation were filed with the Department of State of the
Commonwealth of Pennsylvania (the Department of State) on January 19,
1925, under the Act of April 29, 1874, as amended.  II.These Amended and Restated Articles of
Incorporation were duly adopted by the shareholders and Board of Directors of
the Corporation in accordance with Sections 1914 and 1915 of the BCL.  III.These Amended and Restated Articles of
Incorporation shall be effective upon their filing with the Department of
State.  IV.The Articles of Incorporation of the
Corporation, as amended, are hereby restated in their entirety to read as
follows:  1.The name of the corporation is The Pep Boys 
Manny, Moe & Jack (the Corporation).  2.The address of the registered office of the
Corporation in the Commonwealth of Pennsylvania is 32nd and Allegheny Avenue,
Philadelphia, Pennsylvania 19132.  3.The purposes of the Corporation are to carry
on the business of a general store or stores, including the buying, selling and
manufacturing of automobile supplies, accessories, parts, equipment and allied
commodities, and purchasing and selling merchandise and other articles for
personal wear and for personal and household use, ornament and consumption, and
generally such articles as are and may be ordinarily dealt in by department
stores, and, insofar as necessary or incidental, to carry on said business, the
right to manufacture, such goods, wares and merchandise as may be sold in
department stores.  The Corporation was
originally organized under the provisions of the Act of April 29, 1874 and
its Articles of Incorporation are restated pursuant to the provisions of the
Pennsylvania Business Corporation Law of 1988, as amended (the BCL).  4.The term of the Corporations existence is
perpetual.  5.The aggregate number of shares which the Corporation
shall have authority to issue is 500,000,000 shares of common stock, $1.00 par
value per share.  6.Any or all classes and series of shares, or
any part thereof, may be represented by certificated or uncertificated shares,
as provided under the BCL and the Corporations bylaws, except as may be
expressly provided in the terms of any class or series, and this Article shall
not be interpreted to limit the authority of the Board of Directors of the
Corporation to issue any or all classes or series of shares, or any part
thereof, without certificates.  To the
extent certificates for shares are issued, such certificates shall be in the
form as set forth in the Corporations bylaws.  7.Election of
Directors by the shareholders shall be as follows:


(a)  In an election of Directors that is not a contested election,
to be elected a nominee must receive the affirmative vote of a majority of the
votes cast with respect to the election of that nominee.  An incumbent Director who does not receive
the required majority vote for re-election is required to tender a resignation
to the Board of Directors.  The Board of
Directors will then accept or reject the resignation, or take other appropriate
action, based upon the best interests of the Company and its shareholders and
will publicly disclose its decision and rationale within 90 days.  (b)  In a contested election of Directors, the nominee receiving
the highest number of votes up to the number of Directors to be elected shall
be elected.  In a contested election of
Directors, a shareholder entitled to vote shall have the right to multiply the
number of votes to which he may be entitled by the total number of directors to
be elected in such election and he may cast the whole number of his votes for
(but not against) any one nominee or he may distribute them among two or more
nominees.  (c)  A contested election is an election of Directors in which
there are more nominees for election than the number of Directors to be elected
and one or more of the nominees has been properly proposed by the shareholders.