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                                                EXHIBIT (10.34)


           (PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)


                        CPI CORPORATION
                       STOCK OPTION PLAN

    (Amended and Restated Effective as of December 16, 1997)

     SECTION 1.  ESTABLISHMENT AND PURPOSE.  CPI Corp., a
corporation organized and existing under the laws of the State of
Delaware, hereby establishes this Stock Option Plan for selected
officers and key employees of the Company and its subsidiaries.
The purpose of the Plan is to induce officers and key employees
of the Company and its subsidiaries who are in a position to
contribute materially to the prosperity thereof to remain in the
employ of the Company or its subsidiaries, to offer them
incentives and reward in recognition of their contribution to the
Company's progress, and to encourage them to continue to promote
the best interests of the Company and the subsidiaries.  This
Plan will also aid the Company and its subsidiaries in competing
with other enterprises for the services of new key personnel.

     SECTION 2.  DEFINITIONS AND RULES OF CONSTRUCTION.

          (a)    "Board of Directors" or "Board" means the Board of
Directors of the Company.

          (b)    "Cause" means:

                 (i)  Conduct or activity of the Participant
materially detrimental to the Company's reputation or business
(including financial) operations;

                (ii)  Gross or habitual neglect or breach of duty
or misconduct of the Participant in discharging the duties of his
position; or











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               (iii)  Prolonged absence by the Participant from his
duties (other than on account of illness or disability) without
the consent of the Company.

          (c)    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 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 the Company representing 40% or more of the
combined voting power of the Company'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 the Company
approve a reorganization, merger or consolidation with respect to




















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which persons who were the stockholders of the Company
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 company's then outstanding voting securities, or a
liquidation or dissolution of the Company or of the sale of all
or substantially all of the assets of the Company.  For purposes
of this Plan, 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 Company, a subsidiary of the Company or any
employee benefit plan(s) sponsored or maintained by the Company
or any subsidiary thereof.

          (d)    "Code" means the Internal Revenue Code of 1986, as
amended and in effect from time to time.

          (e)    "Committee" means the Stock Option Committee
provided for in Section 3 hereof.

          (f)    "Company" means CPI Corp.

          (g)    "Disinterested Director" shall mean any member of
the Board of Directors who is treated as a disinterested person
as defined in Regulation ' 240.16b-3(c)(2)(i) promulgated under
Section 16(b) of the Securities Exchange Act of 1934.

          (h)    "Fair Market Value" means the last sale price of
the Company's common stock on the New York Stock Exchange on a
particular date as reported in the WALL STREET JOURNAL.

















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          (i)    "Grant Date" means the date on which the Committee
approves the granting of an option hereunder.

          (j)    "Incumbent Board" means the individuals who
constitute the Board on the effective date of the Plan; provided
that any person becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company'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 the
Company in which such person is 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.

          (k)    "Optionee" means any employee to whom an option is
granted under this Plan.

          (l)    "Participant" means an employee selected by the
Committee for participation in the Plan.

          (m)    "Permanent and Total Disability" means a
disability described in Section 22(e)(3) of the Code.

          (n)    "Plan" means this Stock Option Plan, together with
any amendments thereto.

          (o)    It is intended that none of the options granted
under the Plan be treated as an "incentive stock option" as
defined in Section 422 of the Code.  In all respects the Plan
shall be interpreted and construed in a manner consistent with
this intention.

     SECTION 3.  ADMINISTRATION OF THE PLAN.  The Plan shall be















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administered by a Stock Option Committee consisting of two or
more Disinterested Directors.  From time to time the Board may
appoint members of the Committee in substitution of members
previously appointed; fill vacancies, however caused, in the
Committee; and appoint alternate members of the Committee to act
when a regular member is absent; provided, however, that any
members of the Committee so appointed shall be Disinterested
Directors.

     The Committee shall select one of its members as chairman,
and shall hold meetings at such time and place as the chairman
shall determine.  A majority of the Committee shall constitute a
quorum at any meeting, and the acts of a majority of the members
present at such meeting, or acts approved in writing by a
majority of the Committee, shall be deemed to be acts of the
Committee.

     Subject to the terms and conditions of the Plan, the
Committee shall have the power:

                    (i)    To select those key employees of the
Company or its subsidiaries to whom options will be granted;

                   (ii)    To determine the number of shares to be
optioned to such employee;

                  (iii)    To determine the time or times when
options shall be granted or exercised;

                   (iv)    To prescribe the form and content of
options to be granted under the Plan;

                    (v)    To cancel options previously granted














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under the Plan;

                   (vi)    To impose such other terms and
conditions to the grant or exercise of the options as it may deem
necessary or desirable;

                  (vii)    To adopt rules and regulations for
implementing the Plan; and

                 (viii)    To interpret and construe the Plan where
necessary, which interpretations and constructions shall be final
and conclusive upon Participants.

     SECTION 4.  SHARES SUBJECT TO THE PLAN.

          (a)    The aggregate number of shares for which options
may be granted under this Plan will be one million seven hundred
thousand (1,700,000) shares of the Company's common stock, par
value $0.40 per share.  The class of stock and number of shares
shall be subject to adjustment as provided in subsection (b) of
this paragraph.  The shares sold pursuant to the exercise of any
option granted under the Plan may be either treasury shares, or
authorized and unissued shares, or both.  If an option shall
terminate for any reason without having been exercised in full,
the unpurchased shares thereunder shall again be available for
purposes of the Plan, and such terminated option or any portion
thereof shall not be considered in computing the total number of
shares previously optioned.

          (b)    In the event any stock dividend is declared upon
the common stock of the Company, or in the event the outstanding
shares of such stock shall be changed into or exchanged for a















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different number or kind of shares of stock of the Company or of
another corporation, whether by reason of split up or combination
of shares, recapitalization, reclassification, reorganization,
merger, consolidation, or otherwise, the number or kind of shares
available for option and the shares subject to any outstanding
option shall be appropriately adjusted by the Committee to
prevent dilution or enlargement of the Optionee's potential stock
interest in relation to other holders of the Company's common
stock.  With respect to outstanding options, the total price
applicable to the unexercised portion of such option shall not
change, but a corresponding adjustment in the price for each
share covered by the unexercised portion of such option shall be
made.

     SECTION 5.  ELIGIBILITY.  Options shall be granted only to
officers and key employees of the Company and its subsidiaries
who perform services of special importance to the management,
operation and development of the business of the Company or its
subsidiaries.  In determining the officers and key employees to
be granted options, the Committee may take into consideration the
value of the services rendered by the respective individuals,
their present and potential contributions to the success of the
Company and its subsidiaries, and such other factors as the
Committee may deem relevant in accomplishing the purposes of the
Plan.

     SECTION 6.  TERMS OF OPTION.  Each option granted under the
Plan shall be subject to the following terms and conditions:



















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          (a)    OPTION PRICE.  The price at which each share of
common stock covered by such option may be purchased shall be an
amount determined by the Committee in its full discretion.

          (b)    LIMITATION ON TRANSFER.  The option by its terms
shall not be transferable by the Optionee otherwise than by his
will or by the laws of descent and distribution and may be
exercised, during his lifetime, only by the Optionee.  No option
may be pledged or hypothecated, nor shall any option be subject
to execution, garnishment, attachment, or similar process.

          (c)    LIMITATION ON EXERCISE OF OPTION.

                    (i)    General Rule.  Any option granted
hereunder shall, except as otherwise provided in this Section 6(c),
be exercisable at such times and under such conditions as determined
by the Committee in its full discretion.

                   (ii)    Exception for Retirement, Disability or
Death.  If the Optionee (i) retires from his employment with the
Company under the terms of any pension or retirement plan now
existing or hereafter adopted by the Company or (ii) terminates
employment with the Company due to Permanent and Total Disability
or death, notwithstanding any limitations on the right of
exercise imposed by the Committee, any options held by the
Optionee shall become exercisable in full by the Optionee or his
estate or beneficiary during the period commending on the date of
such termination of employment and ending twelve (12) months
thereafter; provided, however, that the Committee shall have the
discretion to extend the period during which such options may be

















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exercised.

                  (iii)    Exception for Change of Control.
Notwithstanding any limitations on the right of exercise imposed
by the Committee, in the event of a Change of Control, any
options held by an Optionee shall immediately be exercisable in
full.

          (d)    TERMINATION OF EMPLOYMENT.

                    (i)    Except as provided in Section 6(c)(ii)
and Section 6(c)(iii) hereof, if any Optionee shall terminate his
employment with the Company and its subsidiaries prior to the
time at which under the terms of the grant an option becomes
exercisable with respect to 100% of the shares covered by the
option, then the portion of the option that is not currently
exercisable shall forthwith terminate and be forfeited unless the
Committee determines otherwise.  If at any time the Optionee's
employment is terminated for Cause, then any option held by him,
to the extent not theretofore exercised, shall forthwith
terminate and be forfeited.

                   (ii)    Except as provided in Section 6(c)(ii)
hereof, any outstanding options held by the Optionee and not
forfeited as provided above shall be exercisable during the
period ending on the earlier of (A) the end of the three (3)
month period following termination of employment, or (B) the
expiration of the period during which the Optionee would have
been entitled to exercise the option if he had not terminated
employment; provided, however, that the Committee shall have the

















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discretion to extend the period during which such options may be
exercised.

          (e)    RESTRICTION ON SALE OF STOCK ACQUIRED PURSUANT TO
EXERCISE OF OPTION.  Notwithstanding anything herein to the
contrary, no Participant shall sell any stock acquired pursuant
to the exercise of an option hereunder prior to the expiration of
the period ending six (6) months and one (1) day after the Grant
Date for such option.

     SECTION 7.  EMPLOYMENT.  Nothing contained in the Plan, or
in any option granted pursuant to the Plan, shall confer upon any
Participant or Optionee any right with respect to the continuance
of his employment with the Company or any of its subsidiaries,
nor shall it interfere in any way with the right of the Company
or its subsidiaries to terminate the Optionee's employment or
change his compensation at any time.

     SECTION 8.  MANNER OF EXERCISE; PROCEEDS.  Options shall be
exercised by the Optionee or his estate or beneficiary by giving
written notice to the Company of the intention to exercise the
option, accompanied by full payment of the purchase price of the
shares with respect to which the option is exercised.  Such full
payment shall be tendered either (a) in cash or (b) in shares of
the Company's common stock, with a certificate representing such
shares duly endorsed for transfer and any other documents that
may be reasonably required by the Company to effectuate the
transfer of the shares.  Ownership of the shares acquired upon
exercise of the option shall vest when the Company's secretary or


















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transfer agent (as the case may be) records the transfer of such
shares to the Optionee on the permanent books of the Company.
The proceeds derived by the Company upon the exercise of any
options will be used for general corporate purposes.

     SECTION 9.  SECURITIES MATTERS.  The Committee, if it deems
it appropriate, may condition the grant of any option, or the
delivery of shares upon the exercise of any option, upon receipt
of an appropriate investment representation from the Optionee.
The Company, in its discretion, may postpone the issuance and
delivery of shares upon any exercise of an option until
completion of registration or other qualification of the shares
under any state or federal law, rule, or regulation as the
Company may consider appropriate.  The Company may further
require any person exercising an option 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.

     SECTION 10. AMENDMENT AND TERMINATION.  The Board of
Directors may at any time amend or terminate the Plan; provided,
however, that no such action shall modify the terms of Section
6(c)(iii) providing that options shall become fully exercisable
in the event of a Change of Control, or shall adversely affect or
impair the rights of an Optionee in any outstanding options held
by him without his consent.  Notwithstanding the foregoing,
unless the shareholders of the Company shall have first given
their approval, no amendment of this Plan shall increase the



















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total number of shares which may be optioned under the Plan,
except by operation of the adjustment provision of Section 4(b).

     SECTION 11. TAX WITHHOLDING.  Upon the exercise of any
stock option hereunder, the Company shall have the right to
require the Optionee to remit to the Company an amount sufficient
to satisfy all federal, state, and local withholding tax
requirements prior to the transfer of any shares of stock to the
Optionee on the permanent books of the Company or the delivery of
any shares of stock to the Optionee.

     SECTION 12. BENEFICIARY DESIGNATION.  Each Participant in
the Plan may, from time to time, name a beneficiary to whom any
rights under Section 6(c)(ii) of the Plan shall be transferred in
the event of his death.  Each designation shall revoke all prior
designations by the same Participant, shall be in a form
prescribed by the Committee, and shall be effective only when
filed by the Participant in writing with the Committee during his
lifetime.  In the absence of any such designation, in the event
of the Participant's death any rights pursuant to Section
6(c)(ii) hereunder shall be exercisable by his estate, subject to
the terms of the Plan.

     SECTION 13. GOVERNING LAW.  The Plan, and all options
hereunder, shall be construed in accordance with and governed by
the laws of the State of Missouri.

     SECTION 14. EFFECTIVE DATE OF THE PLAN.  The Plan was
originally effective as of April 1, 1991 and was previously
amended and restated effective as of February 2, 1992 and January

















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16, 1995.  The changes made in the Plan as amended and restated
herein are effective as of December 16, 1997.











































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