SECURITIES AND EXCHANGE COMISSION
                             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):
                                 March 13, 2000

                                    CPI CORP.
             (Exact Name of Registrant as Specified in its Charter)

                                    Delaware
                    (State of Jurisdiction of Incorporation)

       005-33916                                       431256674
(Commission File Number)                 (I.R.S. Employer Identification Number)

         1706 Washington Avenue                            63103
          St. Louis, Missouri                           (Zip Code)
(Address of Principal Executive Offices)


                                 (314) 231-1757
              (Registrant's Telephone Number, Including Area Code)

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)
<PAGE>

Item 1. Changes in Control of Registrant

     Not Applicable.

Item 2. Acquisition or Disposition of Assets

     Not Applicable.

Item 3. Bankruptcy or Receivership

     Not Applicable.

Item 4. Changes in Registrant's Certifying Accountant

     Not Applicable.

Item 5. Other Events

     (a)  The attached  Press  Release of CPI CORP.,  dated March 13,  2000,  is
          incorporated by reference herein.

     (b)  Rights Agreement between CPI CORP. and Harris Trust and Savings Bank.

     On March  13,  2000,  the  Board of  Directors  of CPI  CORP.,  a  Delaware
corporation (the "Company"),  declared a dividend  distribution of one Right for
each outstanding  share of common stock, $ .40 par value (the "Common  Shares"),
of the Company,  to stockholders of record at the close of business on March 23,
2000 (the "Record Date"). Each Right entitles the record holder to purchase from
the Company one  one-hundredth  of a share  ("Preferred  Stock Fraction") of the
Company's Series A Participating Preferred Stock, without par value (the "Series
A  Preferred  Stock") at a price of Ninety-six  Dollars ($96.00) (the  "Purchase
Price"),  subject to  adjustment in certain  circumstances.  Except as otherwise
provided  in the  Rights  Agreement,  the  Purchase  Price  may be paid,  at the
election of the registered  holder,  in cash or by certified bank check or money
order  payable to the order of the  Company.  The  description  and terms of the
Rights are set forth in a Rights  Agreement,  dated as of March 13,  2000 (as it
may be  amended,  modified  or  supplemented  from  time to  time,  the  "Rights
Agreement"),  between the Company and Harris Trust and Savings  Bank,  as Rights
Agent.

     Initially,  the Rights will be attached  to the  certificates  representing
outstanding Common Shares, and no Rights  Certificates will be distributed.  The
Rights will separate from the Common Shares and a "Distribution Date" will occur
upon the  earlier of (i) the close of  business  on the tenth day after the date
(the "Stock Acquisition  Date") of a public  announcement that a person or group
of affiliated or associated  persons (an  "Acquiring  Person") has acquired,  or
obtained  the  right  to  acquire,  beneficial  ownership  of 20% or more of the
outstanding  Common Shares,  or (ii) the close of business on the tenth Business
Day (or such later date as may be determined by the Company's Board of Directors
prior  to such  time as any  person  becomes  an  Acquiring  Person)  after  the
commencement of a tender offer or exchange offer if, upon consummation  thereof,
the person or group  making such offer would be the  beneficial  owner of 20% or
more of the Common  Shares.  Until the  Distribution  Date,  the Rights  will be
evidenced by the Common Share certificates and will be transferred with and only
with such Common Share  certificates,  (ii) new Common Share certificates issued
after the Record Date will contain a notation incorporating the Rights Agreement
by reference and (iii) the surrender for transfer of any certificates for Common
Shares  outstanding  will also constitute the transfer of the Rights  associated
with the Common Shares  represented by such certificate.  As soon as practicable
following the Distribution  Date, Rights  Certificates will be mailed to holders
of record of the Common  Shares as of the close of business on the  Distribution
Date and, thereafter,  such separate Rights Certificates alone will evidence the
Rights. Except in certain limited circumstances, only Common Shares issued prior
to the Distribution Date will be issued with Rights.

     The Rights are not exercisable  until the Distribution Date and will expire
at the close of  business  on March 13,  2010  unless  earlier  redeemed  by the
Company as described below.

     Except in the  circumstances  described below,  after the Distribution Date
each Right will be exercisable  into a Series A Preferred Stock  Fraction.  Each
Series A Preferred  Stock Fraction  carries voting and dividend  rights that are
intended to produce the equivalent of one Common Share.  The voting and dividend
rights of the Series A Preferred Stock are subject to adjustment in the event of
dividends,  subdivisions and  combinations  with respect to the Common Shares of
the Company. In lieu of issuing certificates for fractions of shares of Series A
Preferred Stock (other than fractions  which are integral  multiples of Series A
Preferred  Stock  Fractions),  the Company may pay cash in  accordance  with the
Rights  Agreement.  In the event that, at any time  following  the  Distribution
Date, a Person becomes an Acquiring  Person (other than pursuant to an offer for
all outstanding  Common Shares at a price and on terms which the majority of the
independent  Directors  determine  to be fair  to,  and  otherwise  in the  best
interests of, stockholders), the Rights Agreement provides that proper provision
shall be made so that each holder of a Right will  thereafter  have the right to
receive, upon the exercise thereof, Common Shares (or, in certain circumstances,
cash,  property or other  securities of the Company) having a value equal to two
(2) times the exercise price of the Right.  In lieu of requiring  payment of the
Purchase Price upon exercise of the Rights following any such event, the Company
may provide that each Right be exchanged for one Common Share (or cash, property
or other  securities,  as the case may be). The only right of a holder of Rights
following  the  Company's  election  to provide  for such  exchange  shall be to
receive the above described  securities.  Notwithstanding  any of the foregoing,
following the occurrence of any of the events set forth in this  paragraph,  any
Rights  that are,  or  (under  certain  circumstances  specified  in the  Rights
Agreement) were,  beneficially  owned by an Acquiring  Person shall  immediately
become null and void.

     For example, at an exercise price of $96 per Right, each Right not owned by
an Acquiring Person (or by certain related parties) following an event set forth
in the  preceding  paragraph  would entitle its holder to purchase $192 worth of
Common Shares (or other  consideration,  as noted above) for $96.  Assuming that
the Common Shares had a per share value of $24 at such time,  the holder of each
valid  Right  would  be  entitled  to  purchase  eight  Common  Shares  for $96.
Alternatively,  the Company  could permit the holder to surrender  each Right in
exchange  for one Common  Share (with a value of $24) without the payment of any
consideration other than the surrender of the Right.

     In the event that, at any time  following the Stock  Acquisition  Date, (i)
the Company engages in a merger or consolidation in which the Company is not the
surviving  corporation,  (ii) the Company  engages in a merger or  consolidation
with another  person in which the Company is the surviving  corporation,  but in
which all or part of its Common Shares are changed or exchanged, or (iii) 50% or
more of the  Company's  assets or earning power is sold or  transferred  (except
with respect to clauses M and (ii), a merger or consolidation  (a) which follows
an offer described in the second preceding paragraph and (b) in which the amount
and form of  consideration  is the same as was paid in such  offer),  the Rights
Agreement  provides that proper provision shall be made so that each holder of a
Right (except Rights which previously have been voided as set forth above) shall
thereafter have the right to receive, upon the exercise thereof, common stock of
the acquiring  company  having a value equal to two (2) times the exercise price
of the Right. The events set forth in this paragraph and in the second preceding
paragraph are referred to as the "Triggering Events."

     The Purchase Price payable,  and the number of Preferred Stock Fractions or
other securities or property  issuable,  upon exercise of the Rights are subject
to adjustment from time to time to prevent  dilution (i) in the event of a stock
dividend  on  the  Series  A  Preferred  Stock  or  other  capital  stock,  or a
subdivision,  combination or  reclassification  of the Series A Preferred Stock,
(ii) upon the grant to holders of the Series A Preferred Stock of certain rights
or warrants to Subscribe for Series A Preferred Stock or securities  convertible
into  Series A  Preferred  Stock at less than the  current  market  price of the
Series A  Preferred  Stock,  or (iii)  upon the  distribution  to holders of the
Series A Preferred  Stock of  evidences  of  indebtedness  or assets  (excluding
regular  quarterly  cash  dividends or  dividends  payable in Series A Preferred
Stock) or of  subscription  rights or  warrants  (other  than those  referred to
above).

     With  certain  exceptions,  no  adjustment  in the  Purchase  Price will be
required until  cumulative  adjustments  require an adjustment of at least 1% in
such Purchase  Price.  No fractional  shares of Series A Preferred  Stock (other
than  fractions  which  are  integral  multiples  of  Series A  Preferred  Stock
Fractions)  will be issued upon exercise of the Rights and, in lieu  thereof,  a
cash  payment  will be made based on the market  price of the Series A Preferred
Stock on the last trading date prior to the date of exercise.

     At any time prior to the  earlier of (i) the date on which a Section 11 (a)
(ii)  Event (as  defined  in the  Rights  Agreement)  occurs  and (ii) the Final
Expiration  Date, the Board of Directors of the Company may redeem the Rights in
whole,  but not in part,  at a price  of $.001  per  Right,  payable  in cash or
securities or both (the "Redemption Price") . Immediately upon the action of the
Board of Directors of the Company ordering  redemption of the Rights, the Rights
will  terminate  and the only right of the  holders of Rights will be to receive
the Redemption Price.

     Issuance of Common  Shares upon exercise of Rights is subject to regulatory
approval.  Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive  dividends.  While the distribution of the Rights will not
be taxable to stockholders or to the Company,  stockholders may,  depending upon
the circumstances,  recognize taxable income in the event that the Rights become
exercisable  for Common  Shares (or other  consideration)  of the Company or for
common stock of the acquiring company as set forth above.

     Any  of  the  provisions  of  the  Rights  Agreement,  other  than  certain
provisions  relating  to the  principal  economic  terms of the  Rights,  may be
amended by the Board of Directors of the Company prior to the Distribution Date.
Thereafter,  the provisions of the Rights  Agreement may be amended by the Board
in order: to cure any ambiguity, defect or inconsistency; to shorten or lengthen
any time period under the Rights  Agreement;  or in any other  respect that will
not adversely affect the interests of holders of Rights (excluding the interests
of any Acquiring  Person);  provided that no amendment to adjust the time period
governing  redemption  shall  be  made  at  such  time  as the  Rights  are  not
redeemable.

     As of March 13, 2000,  there were  17,821,473  Common  Shares  outstanding,
9,729,111  shares in the treasury,  and 1,098,441  shares  reserved for issuance
under stock option plans and other stock plans of the Company.  Each outstanding
Common Share on March 13, 2000 will receive one Right. As long as the Rights are
attached to the Common Shares and in certain other  limited  circumstances,  the
Company  will issue one Right with each new Common Share so that all such shares
will have attached  Rights.  Two hundred  thousand  (200,000) shares of Series A
Preferred  Stock have  initially been reserved for issuance upon exercise of the
Rights.

     The Rights  have  certain  anti-takeover  effects.  The  Rights  will cause
substantial  dilution to a person or group that  attempts to acquire the Company
without  conditioning  the offer on the Rights being  redeemed or a  substantial
number of Rights being acquired. The Rights should not interfere with any merger
or other business combination approved by the Board of Directors of the Company.

     The form of Rights  Agreement  between  the  Company  and the Rights  Agent
specifying the terms of the Rights,  which includes as Exhibits the  Certificate
of  Designations,  Preferences  and Rights of Series A Preferred  Stock (setting
forth the terms of the Series A Preferred Stock), the form of Rights Certificate
and the form of Summary of Rights to Purchase  Series A Shares,  is incorporated
herein by reference as an Exhibit.  The foregoing  description  of the Rights is
qualified by reference to such Exhibit.

Item 6. Resignation of Registrant's Directors

     Not Applicable.

Item 7. Financial Statements and Exhibits

     (a)  Not applicable

     (b)  Not applicable.

     (c)  Exhibits.

          Exhibit 10.1 Form of Rights  Agreement,  dated as of March  13,  2000,
                       between  CPI CORP.  and  Harris  Trust and  Savings  Bank
                       (Incorporated by reference to the Registration  Statement
                       on Form 8-A of the Company dated March 14, 2000.)

          Exhibit 99   Press  Release of CPI CORP.,  dated March 13, 2000.

Item 8. Change in Fiscal Year.

     Not applicable.

                                   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.

                                    CPI CORP.

                                    By:/s/  Russell Isaak
                                       -----------------------------------------
                                       Name:  Russell Isaak
                                       Title: President

Dated:  March 14, 2000