Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On November 10, 2008, CPI Corp. issued a press release announcing that it had received notice from the New York Stock Exchange ("NYSE") on November 4, 2008, that it is out of compliance with the NYSE's listing criteria. A copy of the press release is attached hereto as Exhibit 99.1 and the information in the press release is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibits

99.1 Press release issued on November 10, 2008, regarding notice received from the NYSE on November 4, 2008, that CPI Corp. is out of compliance with the NYSE's listing criteria.