- Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * RAMIUS LLC	2. Issuer Name and Ticker or Trading Symbol CPI CORP [ CPY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      __ X __ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) 599 LEXINGTON AVENUE, 20TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 8/25/2009
(Street) NEW YORK, NY 10022 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.40 Par Value   (1) (2)	8/25/2009		S (3)		329	D	$18.6425	10518	I	By Leveraged Multi-Strategy Master Fund Ltd   (4)
Common Stock, $0.40 Par Value   (1) (2)	8/26/2009		S (3)		370	D	$18.697	10148	I	By Leveraged Multi-Strategy Master Fund Ltd   (4)
Common Stock, $0.40 Par Value   (1) (2)	8/27/2009		S (3)		438	D	$18.6678	9710	I	By Leveraged Multi-Strategy Master Fund Ltd   (4)
Common Stock, $0.40 Par Value   (1) (2)	8/25/2009		S (3)		300	D	$18.6425	184999	I	By Ramius Enterprise Master Fund Ltd   (5)
Common Stock, $0.40 Par Value   (1) (2)	8/26/2009		S (3)		337	D	$18.697	184662	I	By Ramius Enterprise Master Fund Ltd   (5)
Common Stock, $0.40 Par Value   (1) (2)	8/27/2009		S (3)		400	D	$18.6678	184262	I	By Ramius Enterprise Master Fund Ltd   (5)
Common Stock, $0.40 Par Value   (1) (2)	8/25/2009		S (3)		266	D	$18.6425	164469	I	By Ramius Multi-Strategy Master Fund Ltd   (6)
Common Stock, $0.40 Par Value   (1) (2)	8/26/2009		S (3)		300	D	$18.697	164169	I	By Ramius Multi-Strategy Master Fund Ltd   (6)
Common Stock, $0.40 Par Value   (1) (2)	8/27/2009		S (3)		355	D	$18.6678	163814	I	By Ramius Multi-Strategy Master Fund Ltd   (6)
Common Stock, $0.40 Par Value   (1) (2)	8/25/2009		S (3)		1505	D	$18.6425	126485	I	By Starboard Value & Opportunity Fund   (7)
Common Stock, $0.40 Par Value   (1) (2)	8/26/2009		S (3)		1693	D	$18.697	124792	I	By Starboard Value & Opportunity Fund   (7)
Common Stock, $0.40 Par Value   (1) (2)	8/27/2009		S (3)		2007	D	$18.6678	122785	I	By Starboard Value & Opportunity Fund   (7)
Common Stock, $0.40 Par Value   (1) (2)								192000	I	By Ramius Merger Arbitrage Master Fund Ltd   (8)
Common Stock, $0.40 Par Value   (1) (2)								797988	I	By Ramius Value and Opportunity Master Fund Ltd   (9)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:
( 1)	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 shares of Common Stock. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission.
( 2)	Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
( 3)	The reported transaction was effected pursuant to a Rule 10b5-1 Sales Plan Agreement.
( 4)	Shares of Common Stock beneficially owned by Ramius Leveraged Multi-Strategy Master Fund Ltd (Leveraged Multi-Strategy Master Fund). C4S & Co., L.L.C. (C4S), as the managing member of Ramius LLC (Ramius), the sole member of Ramius Advisors, LLC (Ramius Advisors), the investment advisor of Leveraged Multi-Strategy Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Leveraged Multi-Strategy Master Fund. Each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss, as the managing members of C4S, may be deemed to beneficially own the shares of Common Stock beneficially owned by Leveraged Multi-Strategy Master Fund.
( 5)	Shares of Common Stock beneficially owned by Ramius Enterprise Master Fund Ltd (Enterprise Master Fund). C4S, as the managing member of Ramius, the sole member of Ramius Advisors, the investment advisor of Enterprise Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. Each of Messrs. Cohen, Stark, Solomon and Strauss, as the managing members of C4S, may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund.
( 6)	Shares of Common Stock beneficially owned by Ramius Multi-Strategy Master Fund, Ltd. (Multi-Strategy Master Fund). C4S, as the managing member of Ramius, the sole member of Ramius Advisors, the investment advisor of Multi-Strategy Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Multi-Strategy Master Fund. Each of Messrs. Cohen, Stark, Solomon and Strauss, as the managing members of C4S, may be deemed to beneficially own the shares of Common Stock beneficially owned by Multi-Strategy Master Fund.
( 7)	Shares of Common Stock beneficially owned by Starboard Value & Opportunity Fund, LLC (Starboard Value & Opportunity Fund). C4S, as the managing member of Ramius, the sole member of RCG Starboard Advisors, LLC, (RCG Starboard Advisors), the managing member of Starboard Value & Opportunity Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Starboard Value & Opportunity Fund. Each of Messrs. Cohen, Stark, Solomon and Strauss, as the managing members of C4S, may be deemed to beneficially own the shares of Common Stock beneficially owned by Starboard Value & Opportunity Fund.
( 8)	Shares of Common Stock beneficially owned by Ramius Merger Arbitrage Master Fund Ltd (Merger Arbitrage Master Fund). C4S, as the managing member of Ramius, the sole member of Ramius Advisors, the investment advisor of Merger Arbitrage Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Merger Arbitrage Master Fund. Each of Messrs. Cohen, Stark, Solomon and Strauss, as the managing members of C4S, may be deemed to beneficially own the shares of Common Stock beneficially owned by Merger Arbitrage Master Fund.
( 9)	Shares of Common Stock beneficially owned by Ramius Value and Opportunity Master Fund Ltd (Value and Opportunity Master Fund). C4S, as the managing member of Ramius, the sole member of RCG Starboard Advisors, the investment manager of Value and Opportunity Master Fund, may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. Each of Messrs. Cohen, Stark, Solomon and Strauss, as the managing members of C4S, may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RAMIUS LLC 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK, NY 10022		X
C4S & CO LLC 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK, NY 10022		X
COHEN PETER A C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK, NY 10022		X
STARK MORGAN B C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK, NY 10022		X
STRAUSS THOMAS W C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK, NY 10022		X
SOLOMON JEFFREY M C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK, NY 10022		X

Signatures
/s/ Owen S. Littman, Authorized Signatory		8/27/2009
** Signature of Reporting Person		Date
Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, as Managing Member		8/27/2009
** Signature of Reporting Person		Date
Owen S. Littman, as Attorney in Fact for Peter A. Cohen		8/27/2009
** Signature of Reporting Person		Date
Owen S. Littman, as Attorney in Fact for Morgan B. Stark		8/27/2009
** Signature of Reporting Person		Date
Owen S. Littman, as Attorney in Fact for Thomas W. Strauss		8/27/2009
** Signature of Reporting Person		Date
Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon		8/27/2009
** 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 4(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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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