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                                                EXHIBIT (10.33)


           (PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)


                          CPI CORP.

                   RESTRICTED STOCK PLAN

(As Amended and Restated Effective  as of January 16, 1995)

     SECTION 1.     ESTABLISHMENT AND PURPOSE

     1.1   ESTABLISHMENT.  CPI Corp. hereby establishes a stock
incentive plan for key employees, as described herein, which
shall be known as THE CPI CORP. RESTRICTED STOCK PLAN
(hereinafter referred to as the "Plan").  The Plan was originally
effective as of February 7, 1988 and was previously amended and
restated effective as of February 3, 1991 and April 2, 1992.  The
changes made in the Plan as amended and restated herein are
effective as of January 16, 1995.

     1.2   PURPOSE.  The purpose of this Plan is to enable the
Corporation to retain and motivate key employees who have
provided valuable service, and to encourage stock ownership by
such key employees by providing them with a means to acquire a
proprietary interest or to increase such interest in the success
of the Corporation under the terms and conditions of, and in the
manner contemplated by, this Plan.

     SECTION 2.     DEFINITIONS

     2.1   DEFINITIONS.  Whenever used herein, the following terms
shall have the meanings set forth below:

           (a) "Board" means the Board of Directors of CPI Corp.

           (b) A "Change of Control" means a change in control
               of a nature that would be required to be reported
               in response to Item 1(a) of the Current Report on













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               Form 8-K, as in effect on the date hereof,
               pursuant to Section 13 or 15(d) of the Securities
               Exchange Act of 1934, as amended ("Exchange Act")
               or would have been required to be so reported but
               for the fact that such event had been "previously
               reported" as that term is defined in Rule 12b-2 of
               Regulation 12B of the Exchange Act unless the
               transactions that give rise to the change of
               control are approved or ratified by a majority of
               the members of the Incumbent Board who are not
               Participants in the Plan; provided that, without
               limitation, notwithstanding anything herein to the
               contrary, a change in control shall be deemed to
               have occurred if (i) any Person is or becomes the
               beneficial owner (as defined in Rule 13d-3 under
               the Exchange Act), directly or indirectly, of
               securities of CPI Corp. representing 40% or more
               of the combined voting power of CPI Corp.'s then
               outstanding securities ordinarily (apart from
               rights accruing under special circumstances)
               having the right to vote at  elections of
               directors ("Voting Securities"), (ii) individuals
               who constitute the Incumbent Board cease for any
               reason to constitute at least a majority thereof,
               or (iii) the stockholders of CPI Corp. approve a























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               reorganization, merger or consolidation with
               respect to which persons who were the stockholders
               of CPI Corp. immediately prior to such
               reorganization, merger or consolidation do not,
               immediately thereafter, own, directly or
               indirectly, more than 50% of the combined voting
               power entitled to vote generally in the election
               of directors of the reorganized, merged or
               consolidated corporation's then outstanding voting
               securities, or a liquidation or dissolution of CPI
               Corp. or of the sale of all or substantially all
               of the assets of CPI Corp.  For purposes of this
               Agreement, the term "Person" shall mean and
               include any individual, corporation, partnership,
               group, association or other "person,"  as such
               term is used in Section 14(d) of the Exchange Act,
               other than the Corporation or any employee benefit
               plan(s) sponsored or maintained by the
               Corporation.

           (c) "Committee" means the Compensation Committee of
               the Board, consisting of three or more members of
               the Board.

           (d) "Corporation" means CPI Corp., a Delaware
               corporation, as well as any subsidiary or other
               entity fifty percent (50%) or more of the



















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               outstanding equity interest of which is owned,
               directly or indirectly, by CPI Corp.

           (e) "Distribution Date" means the date on which the
               Stock granted pursuant to the Plan shall become
               freely transferable pursuant to the determination
               of the Committee under Section 7.3 or pursuant to
               Section 8 or Section 13.

           (f) "Employee" means any person (excluding officers
               who are directors of CPI Corp.) employed by the
               Corporation on a full-time, salaried basis.

           (g) "Fair Market Value" means CPI Corp.'s closing
               stock price on the New York Stock Exchange, as
               reported in the WALL STREET JOURNAL, for the
               trading day immediately preceding the Distribution
               Date of the Stock referred to in Section 14.1.

           (h) "Incumbent Board" means the individuals who
               constitute the Board on the effective date of the
               Plan As Amended and Restated; provided that any
               person becoming a director subsequent to the date
               hereof whose election, or nomination for election
               by CPI Corp.'s shareholders, was approved by a
               vote of at least three-quarters of the directors
               comprising the Incumbent Board (either by a
               specific vote or by approval of the proxy
               statement of CPI Corp. in which such person is



















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               named as a nominee for director, without objection
               to such nomination) shall, for purposes of this
               Plan, be deemed a member of the Incumbent Board.

           (i) "Normal Retirement" means an employee's voluntary
               or involuntary termination of employment with the
               Corporation on or after attainment of age sixty-
               five (65).

           (j) "Participant" means an employee designated by the
               Committee to participate in the Plan.

           (k) "Stock" means the common stock of CPI Corp.

     2.2   GENDER AND NUMBER.  Except when otherwise indicated by
the context, words in the masculine gender when used in this Plan
shall also include the feminine and neuter genders, the singular
shall include the plural, and the plural shall include the
singular.


     SECTION 3.     ELIGIBILITY AND PARTICIPATION

     3.1   ELIGIBLE EMPLOYEES.  Participants shall be limited to
employees who, by means of their positions, functions, or
responsibility levels have a direct impact on the Corporation's
earnings or profitable  performance, as determined by the
appropriate unit head, with approval of the Chief Operating
Officer.


     SECTION 4.     ADMINISTRATION

     4.1   ADMINISTRATION.  The Committee shall be responsible for
the administration of the Plan.  The Committee, by majority












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thereof, is authorized to interpret the Plan, to prescribe,
amend, and rescind rules and regulations relating to the Plan,
provide for conditions and assurances deemed necessary or
advisable to protect the interests of the Corporation, and to
make all other determinations necessary or advisable for the
administration of the Plan, but only to the extent not contrary
to the express provisions of the Plan.  Determinations,
interpretations, or other actions made or taken by the Committee
pursuant to the provisions of the Plan shall be final, binding
and conclusive for all purposes and upon all persons whomsoever.

     SECTION 5.     STOCK SUBJECT TO THE PLAN

     5.1   NUMBER.  The total number of shares of Stock that may
be granted under the Plan may not exceed 250,000 shares of common
stock of CPI Corp., subject to adjustment as provided in Section
5.3.  Those shares may consist, in whole  or in part, of
authorized but unissued Stock or shares of Stock reacquired by
CPI Corp., including shares purchased in the open market, not
reserved for any other purpose.

     5.2   FORFEITED STOCK.  In the event any shares of Stock
subject to grants made under the Plan are forfeited by the
Participant pursuant to this Plan, such forfeited shares again
shall become available for issuance under the Plan.

     5.3   ADJUSTMENTS IN CAPITALIZATION.  In the event of any
change in the outstanding shares of Stock of CPI Corp. by reason
of a stock dividend, stock split, recapitalization, merger,


















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consolidation, combination, or exchange of shares or other
similar corporate change, the aggregate number of shares of Stock
issuable under this Plan shall be appropriately adjusted by the
Committee, whose determination shall be conclusive, to prevent
dilution or enlargement of the Participants' potential Stock
interests in relation to other holders of the Corporation's
common stock.  In such event, the Committee shall also make such
appropriate adjustments in the number and type of shares subject
to restricted Stock grants then outstanding under the Plan
pursuant to the terms of such grants or otherwise.


     SECTION 6.     DURATION OF THE PLAN

     6.1   DURATION OF THE PLAN.  Subject to the Board's right to
earlier terminate the Plan pursuant to Section 12.1 hereof, the
Plan shall remain in effect until all Stock subject to it shall
have been acquired by Participants pursuant to the provisions
hereof and shall have been released from restrictions pursuant to
Section 7.3, Section 8, or Section 13.1 hereof.  Notwithstanding
the foregoing, no Stock may be granted under the Plan after
twenty (20) years from the Plan's effective date.


     SECTION 7.     RESTRICTED STOCK

     7.1   GRANT OF RESTRICTED STOCK.  The Committee, at any time
and from time to time, may grant shares of restricted Stock under
the Plan to such employees as may be recommended to the Committee
by the Chief Operating Officer of the Corporation.

     7.2   TRANSFERABILITY.  Except as contemplated by Section 9.2















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hereof, the shares of restricted Stock granted may not be sold,
transferred, pledged, assigned, or otherwise alienated or
hypothecated as long as the Corporation has the right to
reacquire the shares as provided in this Plan.

     7.3   REMOVAL OF RESTRICTIONS.  Except as otherwise provided
in Sections 8.1, 8.2, and 13.1, shares of restricted Stock
covered by each restricted Stock grant made under this Plan shall
become freely transferable by the Participant after such period
or periods of time, and upon satisfaction of such other
conditions, as is specified by the Committee in its sole
discretion at the time of such grant or otherwise in accordance
with the provisions of this Plan.

     7.4   OTHER RESTRICTIONS.  The Committee shall impose such
other restrictions on any shares granted pursuant to this Plan as
it may deem advisable including, without limitation, restrictions
under applicable federal laws, under the requirements of any
stock exchange upon which such shares or shares of the same class
are then listed, and under any blue sky or securities laws
applicable to such shares.  The Committee, if it deems it
appropriate, may condition the grant of any award under the Plan,
or the delivery of shares pursuant to such award, upon receipt of
an appropriate investment representation from the recipient
thereof.  The Corporation, in its discretion, may postpone the
issuance and delivery of shares pursuant to the Plan until
completion of registration or other qualification of the shares





















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under any state or federal law, rule, or regulation as the
Corporation may consider appropriate.  The Corporation may
further require any Participant or other person receiving stock
under the Plan to make such representations and furnish such
information as it may consider appropriate in connection with the
issuance of the shares in compliance with applicable law.

     7.5   DELIVERY OF STOCK.  The restricted shares of Stock so
granted shall be held by the Corporation or its nominee until the
Distribution Date, at which time such shares shall be delivered
to the Participant or his designated beneficiary.

     7.6   VOTING RIGHTS.  Participants shall have full voting
rights on those restricted shares of Stock granted.

     7.7   DIVIDEND RIGHTS.  Participants granted shares of
restricted Stock hereunder shall have full dividend rights, with
such dividends being paid currently or, at the discretion of the
Committee, accumulated until the Distribution Date or until
forfeiture of such shares pursuant to the Plan.  If all or part
of a dividend is paid in shares, the shares shall be subject to
the same restrictions on transferability as the restricted shares
that are the basis for the dividend.


     SECTION 8.     TERMINATION OF EMPLOYMENT

     8.1   TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR
NORMAL RETIREMENT.  In the event that a Participant granted
restricted shares hereunder terminates his employment with the
Corporation because of Normal Retirement, any uncompleted portion
















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of a time period restriction, as set forth in Section 7.3, shall
automatically be waived by the Committee.  The shares thereby
released from the time period restriction shall be thereafter
freely transferable by the Participant.  In the event a
Participant granted restricted shares hereunder terminates his
employment with the Corporation because of early retirement, or
because of death or permanent and total disability prior to
Normal Retirement, the Committee may, in its sole discretion,
waive the restrictions remaining on any or all such shares.

     8.2   TERMINATION OF EMPLOYMENT FOR REASONS OTHER THAN DEATH,
DISABILITY, OR NORMAL RETIREMENT.  In the event that a
Participant terminates, voluntarily or involuntarily, his
employment with the Corporation prior to the removal of
restrictions on shares of restricted Stock as specified in
Section 7.3, if such termination is for any reason other than
those set forth in Section 8.1 hereof, then any shares still
subject to restrictions at the date of such termination shall be
forfeited automatically; provided, however, that in the event of
an involuntary termination of a Participant, the Committee may,
in its sole discretion, waive the automatic forfeiture of any or
all shares still subject to restriction and may add such new
restrictions to those shares as it deems appropriate.


     SECTION 9.     RIGHTS OF PARTICIPANTS

     9.1   EMPLOYMENT.   Nothing in this Plan or in any award of
restricted Stock hereunder shall interfere with or limit in any


















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way the right of the Corporation to terminate any employee's or
Participant's employment or change his compensation at any time,
nor confer upon any employee or Participant any right to continue
in the employ of the Corporation.

     9.2   NONTRANSFERABILITY OF RIGHTS OR RESTRICTED STOCK.  No
rights or shares of restricted Stock granted under the Plan may
be sold, transferred, pledged, assigned, or otherwise alienated
or hypothecated, otherwise than by will or by the laws of descent
and distribution, until the termination of the applicable period
or periods of restriction.  All rights granted to a Participant
under the Plan shall be exercisable during his lifetime only by
such Participant, or his guardians or legal representatives.
Upon the death of a Participant, his legal representative or
beneficiary may exercise his rights under the Plan.

     SECTION 10.    BENEFICIARY DESIGNATION


     10.1  BENEFICIARY DESIGNATION.  Each Participant in the Plan
may, from time to time, name any beneficiary or beneficiaries
(who may be named continently or successively) to whom any
benefit under the Plan is to be paid in case of his death before
he receives any or all of such benefit.  Each designation will
revoke all prior designations by the same Participant, shall be
in a form prescribed by the Committee, and will be effective only
when filed by the Participant in writing with the Committee
during his lifetime.  In the absence of any such designation,
benefits remaining unpaid at the Participant's death shall be


















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paid to his estate, subject to the terms of the Plan.


     SECTION 11.    FACILITY OF PAYMENT

     11.1  FACILITY OF PAYMENT.  When a Participant entitled to
benefits under the Plan is under legal disability, or, in the
Committee's opinion, is in any way incapacitated so as to be
unable to manage his financial affairs, the Committee may direct
the Corporation to pay the benefits to such Participant's legal
representative, or to a relative of such Participant for such
Participant's benefit, or the Committee may direct the
application of such benefits for the benefit of such Participant.
Any payment made in accordance with this Section shall be a full
and complete discharge of any liability for such payment under
the Plan.


     SECTION 12.    AMENDMENT AND TERMINATION

     12.1  AMENDMENT AND TERMINATION.  The Board, upon
recommendation of the Committee, at any time may terminate, and
at any time and from time to time and in any respect, may amend
or modify the Plan; provided, however, that the Board shall not
modify Section 13 in a manner that would adversely affect the
rights of Participants and shall not modify any other provision
in any manner adversely affecting any award of restricted Stock
theretofore granted under the Plan without the consent of the
Participant.


     SECTION 13.    CHANGE OF CONTROL

     13.1  CHANGE OF CONTROL.  In the event of a Change of Control,













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all restrictions shall lapse on shares of restricted Stock
granted under the Plan and such shares shall become freely
transferable.  Upon a Change of Control such shares shall
immediately be delivered to the Participants or their designated
beneficiaries.

           If rights to dividends with respect to restricted Stock
have been accumulated pursuant to Section 7.7, such dividends shall
be paid within ninety (90) days after a Change of Control.


     SECTION 14.    TAX WITHHOLDING AND REPORTING

     14.1  TAX WITHHOLDING.   The Corporation, as
appropriate, shall have the right to deduct from all payments
under the Plan any federal, state, or local taxes required by law
to be withheld with respect to such payments.  In the case of
awards paid in Stock, the Participant or other person receiving
such Stock may be required to pay to the Corporation, as
appropriate, the amount of any such taxes which the Corporation
is required to withhold with respect to such Stock; provided,
however, that upon the request of such Participant or other
person, in lieu of such payment the Corporation may (but shall
not be required to) retain from the Stock to be distributed to
him under the Plan that number of shares (based on the Fair
Market Value of the Stock) that would satisfy the withholding
taxes due, and pay such withholding taxes in cash.

     14.2  TAX REPORTING.  The Participant or other person
receiving an award of stock hereunder shall report to the

















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Corporation in writing the time and manner in which such
Participant or other person elects to recognize income from or by
virtue of such award for federal income tax purposes, promptly
after the making of such election.


     SECTION 15.    INDEMNIFICATION

     15.1  INDEMNIFICATION.  Each person who is or shall have been
a member of the Committee or the Board shall be indemnified and
held harmless by the Corporation from any loss, cost, liability,
or expense that may be imposed upon or reasonably incurred by him
in connection with any claim, action, suit, or proceeding to
which he may be a party by reason of any action taken or failure
to act under the Plan.  The foregoing right of indemnification
shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Corporation's
Articles of Incorporation or Bylaws, as a matter of law, by
contract, or otherwise, or any power that the Corporation may
have to indemnify them or hold them harmless.


     SECTION 16.    GOVERNING LAW

     16.1  GOVERNING LAW.  The Plan, and all grants and other
documents delivered hereunder, shall be construed in accordance
with and governed by the laws of the State of Missouri, to the
extent that such laws are not preempted by the laws of the United
States of America.


















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     SECTION 17.    EXPENSES OF PLAN

     17.1  EXPENSES OF PLAN.  The expenses of administering the
Plan shall be borne by the Corporation.











































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