CPY Cpi Corp. Common Stock

SCHEDULE 13G

Under the Securities and Exchange Act of 1934

CPI Corp
(Name of Issuer)

Common stock
(Title of Class of Securities)

125902106
(CUSIP Number)

12/31/2011
(Date of Event)

1 NAME OF REPORTING PERSON
S.S or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Van Den Berg Management
TAX # 953017097

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
A
B x

3 SEC USE ONLY

4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA

5 SOLE VOTING POWER
1,640

6 SHARED VOTING POWER
5,360

7 SOLE DISPOSITIVE POWER
1,640

8 SHARED DISPOSITIVE POWER
5,360

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,000

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
0.10%

12 TYPE OF REPORTING PERSON*
IA

Item 1.

(a) Name of Issuer CPI Corp

(b) Address of Issuer's Principal Executive Offices 1706 Washington Avenue St. Louis, MO 63103-1790

Item 2.

(a) Name of Person Filing
VAN DEN BERG MANAGEMENT

(b) Address of Principal Business Office or, if none, Residence 805 Las Cimas Parkway Suite 430 Austin, Texas 78746

(c) Citizenship
USA

(d) Title of Class of Securities Common stock

(e) CUSIP Number 125902106

Item 3. If this statement is filed pursuant to Rule 13d-l(b), or 13d-2(b),
check whether the person filing is a:

(a) Broker or Dealer registered under Section 15 of the Act

(b) Bank as defined in section 3(a)(6) of the Act

(c) Insurance Company as defined in section 3(a)(19) of the act

(d) Investment Company registered under section 8 of the Investment Company Act

(e) [X] Investment Adviser registered under section 203 of the Investment Advisers Act of 1940

(f) Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see 240.13d-l(b)(l)(ii)(F)

(g) Parent Holding Company, in accordance with 240.13d-l(b)(ii)(G)
(Note: See Item 7)

(h) Group, in accordance with 240.13d-l(b)(l)(ii)(H)

Item 4. Ownership

(a) Amount Beneficially Owned 7,000

(b) Percent of Class 0.10%

(c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote 1,640

(ii) shared power to vote or to direct the vote 5,360

(iii) sole power to dispose or to direct the disposition of 1,640

(iv) shared power to dispose or to direct the disposition of 5,360

Item 5. [X] Ownership of Five Percent or Less of a Class.

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

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

Item 8. Identification and Classification of Members of the Group

Item 9. Notice of Dissolution of Group

Item 10. Certification

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 01/03/2012 Signature Jim Brilliant / Vice President Name/Title

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