UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

(Amendment No. Thirteen)*


CPI Corp.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

125902106
(Cusip Number)

December 31, 2005
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:

[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)


*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
















1.    NAME OF REPORTING PERSON S.S. OR
	I.R.S. INDENTIFICATION NO. OF ABOVE PERSON:

	NewSouth Capital Management, Inc.
	Tax ID #: 62-1237220

2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)[ ]
                                                       (b)[ ]

3.	 SEC USE ONLY

4.	 CITIZENSHIP OR PLACE OF ORGANIZATION
    	 Tennessee


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH:

5.	SOLE VOTING POWER
	436,171


6.	SHARED VOTING POWER
	None


7.	SOLE DISPOSITIVE POWER
	436,171

8.	SHARED DISPOSITIVE POWER
	None


9.	AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING
	PERSON
	436,171

10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
  	CERTAIN SHARES
	N/A


11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	5.5%

12.	TYPE OF REPORTING PERSON*

	I/A









Item 1. (a)  Name of Issuer:

  			CPI Corp.

Item 1. (b)  Address of Issuer's Principal Executive
             Offices:

			1706 Washington Avenue
			St. Louis, Missouri  63103

Item 2. (a)  Name of Person Filing:

             NewSouth Capital Management, Inc.

Item 2. (b)  Address of Principal Business Office:

             1100 Ridgeway Loop Rd. Suite 444
             Memphis, TN  38120

Item 2. (c) Citizenship:

            USA

Item 2. (d) Title of Class of Securities:
			Common Stock

Item 2. (e) CUSIP Number:

			125902106

Item 3. (e) /x/ Investment Adviser registered under Section
203 of the Investment Advisers Act of 1940

Item 4.  Ownership:

(a)	Amount Beneficially Owned:
	436,171

(b)	Percent of Class:
	5.5%

(c)	Number of Shares as to which such person has:
(i)	Sole Power to vote or to direct  the
	vote:	436,171
(ii)	Shared Power to vote or to direct the
	vote:	None
(iii)	Sole Power to dispose or to direct the
	disposition of:	436,171
(iv)	Shared Power to dispose or to direct
	the disposition of: None







With regard to the shares set forth under Item 4, of the
436,171 Shares being reported, 665 or .008% of the
outstanding shares of Common Stock of CPI Corp., are
managed by NewSouth Capital Management, Inc. through a
Morgan Keegan Preferred Program (MKPfd)whereby accounts
are placed with NewSouth for management.  Although
discretionary responsibility for the accounts is with
NewSouth, MKPfd retains responsibility for
SEC filings should their cumulative holdings trigger
the need for 13G reporting.

With regard to the shares set forth under Item 4, of the
436,171 Shares being reported, 18,880 or .24% of the
outstanding shares of Common Stock of CPI Corp., are
managed by NewSouth Capital Management, Inc. through a
Thomas Weisel Partners LLC Asset Management Consulting
Program whereby accounts are placed with NewSouth for
management.  Although discretionary responsibility for the
accounts is with NewSouth, Thomas Weisel Partners LLC
retains responsibility for SEC filings should their
cumulative holdings trigger the need for 13G reporting.

Item 5. Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class
of securities, check the following [ ].

Item 6.  Ownership of More than Five Percent on Behalf of
Another Person:

NewSouth Capital Management is an Investment Advisor and in
such capacity acquired the securities on behalf of it's
Advisor clients.  No single client's interest relates to
more than 5% of the class.

Item 7.  Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company:  N/A

Item 8.  Identification and Classification of Members of
the Group:  N/A

Item 9.  Notice of Dissolution of Group:  N/A

Item 10.  Certification:

By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or
effect.

After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.

Date:	02/06/2006 as of 12/31/2005


Signature:_______________________________

Name:		David M. Newman
Title: 	Vice President