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):

August 18, 2005

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 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Portrait Corporation of America, Inc. ("PCA”) announced the resignation of one of its independent Board members, Fredric M. Roberts, effective August 18, 2005. Citing his extensive travel schedule in pursuit of his professional photography interests, Mr. Roberts elected to resign from his responsibilities on the PCA Board. Mr. Roberts has served on the Board of Directors since June 2003. The Board of Directors has not announced plans to replace the position.

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: August 24, 2005	By: /s/ Barry J. Feld
	Barry J. Feld
	President, Chief Executive Officer, and Chairman of the Board

PORTRAIT CORP OF AMERICA, INC. 8-K