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): October 8, 2009 (September 30, 2009)

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

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.

(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.

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.

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.

EXHIBIT INDEX