Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)

On November 24, 2008, the board of directors (the "Board") of CPI Corp. (the "Company") appointed Michael Glazer, age 60, to the Board. In connection with Mr. Glazer's appointment, the Board of Directors increased the size of the Board of Directors from five to six, as described in Item 5.03 below.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

(a)

On November 24, 2008, the Board amended Article III, Section 3.2 of the Bylaws of the Company to increase the size of the Board from five to six. This amendment became effective upon its adoption by the Board of Directors. A complete copy of the Bylaws as amended and restated is attached as Exhibit 3.1, which exhibit is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibits.

Exhibit No.

3.1 Amended and Restated Bylaws of CPI Corp. effective as of November 24, 2008.

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