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): April 28, 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.

ITEM 2.02     RESULTS OF OPERATION AND FINANCIAL CONDITION.

On April 28, 2009, Pzena Investment Management, Inc. (the “Company”) issued a press release reporting its financial results for the first quarter of 2009.  Copies of that press release and related attachments are furnished as Exhibit 99.1 to this Current Report.  

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS.

      (d) Exhibits

      99.1     Press release, dated April 28, 2009, of Pzena Investment Management, Inc. relating to earnings.

SIGNATURE

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