8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported):February 2, 2006

CPI CORP.

(Exact name of registrant as specified in its charter)

Delaware	1-10204	43-1256674
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1706 Washington Ave., St. Louis, Missouri	63103
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (314) 231-1575

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

On February 2, 2006, CPI Corp. issued a press release announcing the preliminary results of its modified Dutch Auction tender offer to purchase up to 1,500,000 shares of its outstanding common stock at a price not less than $17.00 and not greater than $20.00 per share. A copy of the press release is attached as Exhibit 99.1 hereto, the contents of which are incorporated herein by reference.

Item 9.01.		Financial Statements and Exhibits
(c)	Exhibits

99.1 Press release issued by CPI Corp. on February 2, 2006.

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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, thereunto duly authorized.

CPI CORP.

By:              /s/ Gary W. Douglass                        

Name: Gary W. Douglass

Title: Executive Vice President,

Finance and Chief Financial

Officer and Treasurer

Dated: February 7, 2006

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EX-99.1

CPI Corp.
news for immediate release	FOR RELEASE	February 2, 2006

FOR FURTHER INFORMATION, CONTACT:

NAME		Jane Nelson	FROM	CPI Corp.
ADDRESS 1706 Washington Avenue			CITY	St. Louis
STATE, ZIP	Missouri 63103		TELEPHONE   (314) 231-1575

CPI CORP. ANNOUNCES PRELIMINARY

RESULTS OF ITS DUTCH AUCTION TENDER OFFER

St. Louis, MO, February 2, 2006 – CPI Corp. (NYSE-CPY) today announced the preliminary results of its modified Dutch Auction tender offer to purchase up to 1,500,000 shares of its outstanding common stock at a price not less than $17.00 and not greater than $20.00 per share.

Based on the preliminary count by the depositary for the tender offer, 2,346,271 shares of common stock, including shares that were tendered through notice of guaranteed delivery, were properly tendered and not withdrawn. Based on the preliminary count by the depositary for the tender offer, 1,709,443 shares of common stock, including shares that were tendered through notice of guaranteed delivery, were properly tendered and not withdrawn at or below $19.50 per share.

The Company expects to purchase 1,658,608 shares in the tender offer, which consists of the 1,500,000 shares CPI offered to purchase in the tender offer and 158,608 shares to be purchased pursuant to CPI's right to purchase up to an additional 2% of the outstanding shares as of February 1, 2006, without extending the tender offer in accordance with applicable securities laws. CPI has been informed by the depositary for the tender offer that the preliminary proration factor for the tender offer is approximately 97% percent. Based on the preliminary count by the depositary for the tender offer, following the tender offer 6,271,813 shares will remain issued and outstanding.

The number of shares to be purchased, the price per share and the proration factor are preliminary. The determination of the final number of shares to be purchased, the final price per share and the final proration factor is subject to confirmation by the depositary of the proper delivery of the shares validly tendered and not withdrawn. The actual number of shares validly tendered and not withdrawn, the final price per share and the final proration factor will be announced following the completion of the confirmation process. Payment for the shares accepted for purchase and return of all other shares tendered and not accepted for purchase will occur promptly thereafter.

Georgeson Shareholder Securities Corporation acted as dealer manager for the tender offer. The depositary is Computer Share Trust Company of New York. For

CPI Corp.

Add 1

questions and information, please contact the information agent for the tender offer, Georgeson Shareholder Communications, Inc., by calling (877) 255-0124.

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CPI is a portrait photography company offering photography services in the United States, Puerto Rico and Canada through Sears Portrait Studios. The Company also operates searsphotos.com, the vehicle for the Company's customers to archive, share portraits via email and order additional portraits and products.