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): January 125, 2006

Portrait Corporation of America, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-8550	57-1208051
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

815 Matthews-Mint Hill Road, Matthews, North Carolina	28105
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

(704) 847-8011

N/A

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

⁪ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⁪ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⁪ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⁪ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 15.0102 ~~ENTRY~~DEPARTURE ~~INTO~~OF ADIRECTORS ~~MATERIAL~~OR ~~DEFINITIVE~~PRINCIPAL ~~AGREEMENT~~OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

~~The~~On ~~Company has entered into a Supply Agreement effective~~ January 125, 2006, ~~with Eastman~~William ~~Kodak Company (“Kodak”)~~J. ~~Pursuant~~Billiard, toSenior ~~the~~Vice ~~Supply Agreement~~President, ~~the~~Interim ~~Company~~Chief ~~has~~Financial ~~agreed~~Officer toand ~~purchase~~Corporate ~~100%~~Controller, ofsubmitted ~~its~~his ~~North~~resignation ~~American requirements for color~~from ~~negative film from Kodak during the period beginning January 1, 2006 and ending~~his ~~June~~positions ~~30,~~with ~~2007, except that~~ the Company. ~~may~~Mr. ~~purchase~~Billiard’s uplast today 1% of ~~its~~employment ~~North American~~with ~~requirements for film from other vendors for testing and evaluation.~~the ~~The~~ Company ~~has~~will ~~agreed~~be toFebruary ~~purchase~~10, a2006. ~~minimum~~Pending ~~number~~the ofappointment ~~rolls~~ of ~~color~~successors ~~negative~~to ~~film~~the positions ~~from~~occupied ~~Kodak~~by ~~during the period~~Mr. InBilliard, the ~~event~~oversight ~~the~~of ~~Company fails~~ day-to-day ~~purchase~~responsibilities ~~a minimum number~~ of ~~rolls~~these ofpositions ~~film,~~will ~~Kodak~~be ~~may~~performed ~~recover~~by ~~from~~J. ~~the~~Robert ~~Company~~Wren, anJr., ~~amount~~Executive Vice ~~equal~~President toand ~~the~~General ~~difference~~Counsel, ~~between~~until ~~the~~a ~~actual~~new ~~number~~Chief ofFinancial ~~rolls~~Officer ~~purchased~~ and ~~the~~a new ~~minimum~~Corporate ~~requirement~~Controller are installed.

The Supply Agreement is terminable for cause by either party in the event the other party experiences certain bankruptcy or insolvency events or in the event the other party materially breaches the Supply Agreement and fails to cure the breach after 60 days written notice. Either party may terminate the Supply Agreement without cause upon six months advance written notice to the other. Kodak my terminate this agreement immediately by providing written notice to the Company if the Company attempts to assign this agreement without Kodak’s prior written consent, fails to meet its minimum purchase requirements, or transfers, directly or indirectly, to a competitor of Kodak, 50% or more of either the assets or the voting stock of the Company. Kodak my also terminate this agreement immediately, without an opportunity by the Company to cure, by providing written notice to the Company of a material breach of the agreement if the Company resells any of the products purchased under this agreement. Unless terminated earlier, the Supply Agreement will continue in effect until June 30, 2007. Neither party is obligated to renew this agreement at the end of the term nor to extend this agreement beyond the original term.

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 thereunto duly authorized.

	PORTRAIT CORPORATION OF AMERICA, INC.
Date: January 5, 2006	By: /s/ R. David Alexander
Date: January 31, 2006	By: /s/ R. David Alexander
	R. David Alexander
	President, Chief Executive Officer, and Chairman of the Board

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