8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 8-KCURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): October 8, 2009 (September 30, 2009)

PZENA INVESTMENT MANAGEMENT, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-33761	20-8999751
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

120 West 45th Street, New York, New York	10036
(Address of Principal Executive Offices)	Zip Code

Registrant’s Telephone Number, Including Area Code:   (212) 355-1600

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act.

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(e) Amendment to Executive Employment Agreement

On October 8, 2009, Pzena Investment Management, Inc. and Pzena Investment Management, LLC (together, the “Employer”) entered into an amendment to the Amended and Restated Executive Employment Agreement dated October 30, 2007 (the “Agreement”), with A. Rama Krishna, its former President, International (the “Amended Agreement”). Under the terms of the Amended Agreement, Mr. Krishna’s non-compete period with the Employer will terminate on December 31, 2009.  All other terms of the Agreement remain in full force and effect, including but not limited to a three-year non-solicitation provision and a three-year restriction on selling Class B shares.

ITEM 8.01. OTHER EVENTS.

On October 8, 2009, Pzena Investment Management, Inc. issued a press release in which it reported its preliminary assets under management as of September 30, 2009.   A copy of the press release is attached to this Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

99.1 Press release, dated October 8, 2009, of Pzena Investment Management, Inc. reporting preliminary assets under management as of September 30, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:	October 8, 2009
		PZENA INVESTMENT MANAGEMENT, INC.
		By:	/s/ Gregory S. Martin
			Name:	Gregory S. Martin
			Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Document
99.1	Press release, dated October 8, 2009, of Pzena Investment Management, Inc. reporting preliminary assets under management as of September 30, 2009.

EX-99.1

Exhibit 99.1

Pzena Investment Management, Inc. Announces September 30, 2009 Assets Under Management

NEW YORK--(BUSINESS WIRE)--October 8, 2009--Pzena Investment Management, Inc. (NYSE: PZN) today reported its preliminary assets under management as of September 30, 2009.

In September 2009, Pzena Investment Management, Inc. changed the classification of its assets under management to better reflect the underlying behavior and composition of its client base. The Company now groups its assets into two categories: Institutional Accounts and Retail Accounts, which better illustrate the characteristics and trends inherent in its client relationships. Historical information has been reclassified below for all periods presented. The Company plans to provide additional historical data under the new basis in the Company’s next quarterly earnings press release.

AUM for month-end September 2009, month-end August 2009, and month-end September 2008 are listed below:

Pzena Investment Management, Inc. Assets Under Management ($ billions)
	As of September 30, 2009			As of August 31, 2009			As of September 30, 2008
Large Cap Value		$	6.8		$	6.5		$	8.1
Value Service			2.0			1.9			3.0
Other Domestic			1.1			1.1			1.5
Global/International			4.0			3.3			2.9
Total		$	13.9		$	12.8		$	15.5
Institutional Accounts		$	10.2		$	9.1		$	10.8
Retail Accounts			3.7			3.7			4.7
Total		$	13.9		$	12.8		$	15.5

Note: Numbers may be subject to rounding. The Company’s Institutional Accounts are primarily comprised of foundations and endowments, defined benefit and defined contribution plans for corporations and municipalities, and funds which service institutional investors. The Company’s Retail Accounts are generally open-end mutual funds which cater primarily to retail clients.

About Pzena

Pzena Investment Management, LLC, the firm’s operating company, is a value-oriented investment management firm. Founded in 1995, Pzena Investment Management has built a diverse, global client base. More firm and stock information is posted at www.pzena.com.

Forward-Looking Statements

This press release may contain, in addition to historical information, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the company's current assumptions, expectations and projections about future events. Words like “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” and similar expressions are used to identify forward-looking statements, although not all forward-looking statements contain these words. These forward-looking statements are necessarily estimates reflecting the best judgment of the company's management and involve a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied by the forward-looking statements.

Among the factors that could cause actual results to differ from those expressed or implied by a forward-looking statement are those described in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 13, 2009 and in the Company’s Quarterly Reports on Form 10-Q as filed with the SEC. Other unknown or unpredictable factors also could have material adverse effects on the company's future results, performance, or achievements. In light of these risks, uncertainties, assumptions, and factors, actual results could differ materially from those expressed or implied in the forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this release.

The company is not under any obligation and does not intend to make publicly available any update or other revisions to any forward-looking statements to reflect circumstances existing after the date of this release or to reflect the occurrence of future events even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized.

CONTACT:
Pzena Investment Management, Inc.
Lawrence Kohn, 212-355-1600
kohn@pzena.com