- 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) 12/21/2009
(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)	12/21/2009		S		1032	D	$12.3004	131808	I	By Ramius Enterprise Master Fund Ltd   (3)
Common Stock, $0.40 Par Value   (1) (2)	12/22/2009		S		413	D	$12.2127	131395	I	By Ramius Enterprise Master Fund Ltd   (3)
Common Stock, $0.40 Par Value   (1) (2)	12/21/2009		S		918	D	$12.3004	117205	I	By Ramius Multi-Strategy Master Fund Ltd   (4)
Common Stock, $0.40 Par Value   (1) (2)	12/22/2009		S		368	D	$12.2127	116837	I	By Ramius Multi-Strategy Master Fund Ltd   (4)
Common Stock, $0.40 Par Value   (1) (2)	12/21/2009		S		2828	D	$12.3004	361018	I	By Ramius Value and Opportunity Master Fund Ltd   (5)
Common Stock, $0.40 Par Value   (1) (2)	12/22/2009		S		1133	D	$12.2127	359885	I	By Ramius Value and Opportunity Master Fund Ltd   (5)
Common Stock, $0.40 Par Value   (1) (2)	12/21/2009		S		3457	D	$12.3004	441404	I	By RCG PB, Ltd   (6)
Common Stock, $0.40 Par Value   (1) (2)	12/22/2009		S		1386	D	$12.2127	440018	I	By RCG PB, Ltd   (6)

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 (other than Ramius Enterprise Master Fund Ltd, Ramius Multi-Strategy Master Fund Ltd, Ramius Merger Arbitrage Master Fund Ltd, Ramius Value and Opportunity Master Fund Ltd, and RCG PB, Ltd) disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of 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.
( 2)	Each Reporting Person may be deemed to be a member of the 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 first of two identical reports relating to the same transactions being filed with the Securities and Exchange Commission.
( 3)	Shares of Common Stock beneficially owned by Ramius Enterprise Master Fund Ltd (Enterprise Master Fund). As the investment advisor of Enterprise Master Fund, Ramius Advisors, LLC (Ramius Advisors) may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund. As the sole member of Ramius Advisors, Ramius LLC (Ramius) may be deemed to beneficially own the shares of Common Stock beneficially owned by Enterprise Master Fund.
( 4)	Shares of Common Stock directly beneficially owned by Ramius Multi-Strategy Master Fund Ltd (Multi-Strategy Master Fund). As the investment advisor of Multi-Strategy Master Fund, Ramius Advisors may be deemed to beneficially own the shares of Common Stock beneficially owned by Multi-Strategy Master Fund. As the sole member of Ramius Advisors, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by Multi-Strategy Master Fund.
( 5)	Shares of Common Stock beneficially owned by Ramius Value and Opportunity Master Fund Ltd (Value and Opportunity Master Fund). As the investment manager of Value and Opportunity Master Fund, RCG Starboard Advisors may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund. As the sole member of RCG Starboard Advisors, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by Value and Opportunity Master Fund.
( 6)	Shares of Common Stock beneficially owned by RCG PB, Ltd (RCG PB). As the investment advisor of RCG PB, Ramius Advisors may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. As the sole member of Ramius Advisors, Ramius may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Ramius LLC 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK, NY 10022		X
RCG PB, Ltd CITCO FUND SERVICES LIMITED CORPORATE CENTER, WEST BAY ROAD GRAND CAYMAN, E9 KY1-1205		X
RAMIUS VALUE & OPPORTUNITY MASTER FUND LTD CITCO FUND SERVICES LIMITED CORPORATE CENTER, WEST BAY ROAD GRAND CAYMAN, E9 KY1-1205		X
RAMIUS ENTERPRISE MASTER FUND LTD CITCO FUND SERVICES LIMITED CORPORATE CENTER, WEST BAY ROAD GRAND CAYMAN, E9 KY1-1205		X
RAMIUS MULTI-STRATEGY MASTER FUND LTD CITCO FUND SERVICES LIMITED CORPORATE CENTER, WEST BAY ROAD GRAND CAYMAN, E9 KY1-1205		X
RAMIUS ADVISORS LLC C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK, NY 10022		X
RCG STARBOARD ADVISORS, LLC C/O RAMIUS LLC, 599 LEXINGTON AVENUE 20TH FLOOR NEW YORK, NY 10022		X

Signatures
/s/ Owen S. Littman, Authorized Signatory		12/23/2009
** Signature of Reporting Person		Date
/s/ Owen S. Littman, Authorized Signatory		12/23/2009
** Signature of Reporting Person		Date
/s/ Owen S. Littman, Authorized Signatory		12/23/2009
** Signature of Reporting Person		Date
/s/ Owen S. Littman, Authorized Signatory		12/23/2009
** Signature of Reporting Person		Date
/s/ Owen S. Littman, Authorized Signatory		12/23/2009
** Signature of Reporting Person		Date
/s/ Owen S. Littman, Authorized Signatory		12/23/2009
** Signature of Reporting Person		Date
/s/ Owen S. Littman, Authorized Signatory		12/23/2009
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.