SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* RAMIUS CAPITAL GROUP LLC (Last) (First) (Middle) 666 THIRD AVENUE, 26TH FLOOR (Street) NEW YORK CITY NY 10017 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/23/2004	3. Issuer Name and Ticker or Trading Symbol CPI CORP [ CPY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock $.40 Par Value	984,321	I	See Footnotes(1)(2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* RAMIUS CAPITAL GROUP LLC (Last) (First) (Middle) 666 THIRD AVENUE, 26TH FLOOR (Street) NEW YORK CITY NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* C4S & CO LLC (Last) (First) (Middle) 666 THIRD AVENUE (Street) NEW YORK CITY NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* COHEN PETER A (Last) (First) (Middle) C/O RAMIUS CAPITAL GROUP, LLC 666 THIRD AVENUE (Street) NEW YORK CITY NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) See Explanation of Responses

1. Name and Address of Reporting Person* STARK MORGAN B (Last) (First) (Middle) C/O RAMIUS CAPITAL GROUP, LLC 666 THIRD AVENUE (Street) NEW YORK CITY NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* STRAUSS THOMAS W (Last) (First) (Middle) C/O RAMIUS CAPITAL GROUP, LLC 666 THIRD AVENUE (Street) NEW YORK CITY NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SOLOMON JEFFREY M (Last) (First) (Middle) C/O RAMIUS CAPITAL GROUP, LLC 666 THIRD AVENUE (Street) NEW YORK CITY NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Ramius Securities, L.L.C. (Ramius Securities), RCG Ambrose Master Fund, Ltd. (RCG Ambrose), Starboard Value & Opportunity Fund, LLC (Starboard Value) and Ramius Master Fund, Ltd. (Ramius Master) beneficially own 216,000 Shares, 192,000 Shares, 282,000 Shares and 192,000 Shares, respectively. As the investment manager of Ramius Master, Ramius Advisors, LLC (Ramius Advisors) may be deemed to beneficially own the Shares owned by Ramius Master. As the managing member of Starboard Value, RCG Starboard Advisors, LLC (RCG Starboard Advisors) may be deemed to beneficially own the Shares owned by Starboard Value. As the investment advisor of RCG Ambrose and the managing member of each of Ramius Securities, RCG Starboard Advisors and Ramius Advisors, Ramius Capital Group, L.L.C. (Ramius) may be deemed to beneficially own the 216,000 Shares, 192,000 Shares, 282,000 Shares and 192,000 Shares owned by Ramius Securities, RCG Ambrose, Starboard Value and Ramius Master, respectively.

2. (continuation of previous footnote) As the managing member of Ramius, C4S & Co., L.L.C. (C4S) may be deemed to beneficially own the 216,000 Shares, 192,000 Shares, 282,000 Shares and 192,000 Shares owned by Ramius Securities, RCG Ambrose, Starboard Value and Ramius Master, respectively. As the managing members of C4S, each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the 216,000 Shares, 192,000 Shares, 282,000 Shares and 192,000 Shares owned by Ramius Securities, RCG Ambrose, Starboard Value and Ramius Master, respectively. Each of Messrs. Cohen, Stark, Solomon and Strauss disclaims beneficial ownership of such Shares.

3. Except for Messrs. Cohen, Stark, Solomon and Strauss who have disclaimed beneficial ownership above, each Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

4. Pursuant to an oral agreement with the Reporting Persons, Knightspoint Partners LLC and certain of its affiliates (Knightspoint) may be deemed members of a Section 13(d) group together with the Reporting Persons. As a result, the Reporting Persons may be deemed to beneficially own the 102,321 Shares beneficially owned by Knightspoint. Each of the Reporting Persons disclaims beneficial ownership of the 102,321 Shares beneficially owned by Knightspoint except to the extent of his or its pecuniary interest therein. This report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of Shares beneficially owned by Knightspoint for purposes of Section 16 or for any other purpose.

Remarks:

	By: Ramius Capital Group, L.L.C.; By: /s/ Owen S. Littman, Authorized Signatory	09/12/2007
	By: C4S & Co., L.L.C., By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, as Managing Member	09/12/2007
	By: /s/ Owen S. Littman, as Attorney in Fact for Peter A. Cohen	09/12/2007
	By: /s/ Owen S. Littman, as Attorney in Fact for Morgan B. Stark	09/12/2007
	By: /s/ Owen S. Littman, as Attorney in Fact for Thomas W. Strauss	09/12/2007
	By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon	09/12/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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