<PAGE>
                                               EXHIBIT (10.30)


            (PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)


                         FIRST AMENDMENT TO
                  CPI CORP. 1981 STOCK BONUS PLAN


       (AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 3, 1991)



     Pursuant to the provisions of Section 10 of the CPI Corp. 1981
Stock Bonus Plan ("Plan"), and pursuant to the resolution of the
Board of Directors of CPI Corp., the Plan is hereby amended in the
following respects effective January 1, 1995:

     1.   A new Subsection (g) is added at the end of Section 5 to
read in its entirety as follows:

     "With respect to shares that vest pursuant to Subsection
     5(a) or Subsection 5(b) on or after January 1, 1995, the
     Committee may offer employees the option of receiving
     cash in lieu of such shares based on the market price of
     the shares at the close of business on the last business
     day coinciding with or immediately preceding the date of
     vesting.  The Committee shall have the power to determine
     from time to time whether and when to offer such a cash
     option, the number of shares for which a cash option is
     available, and the procedures for exercise of the cash
     option."

     2.   Subsection (d) of Section 5 is amended to read in its
entirety as follows:

     "Upon the issuance of the shares to the employee on the
     vesting date pursuant to Subsection 5(a) or Subsection
     5(b), or upon the issuance of cash in lieu of such shares
     pursuant to Subsection 5(g), the employee shall also be
     entitled to receive an additional cash bonus equal to the
     amount of dividends, if any, that would have been payable
     with respect to such shares if they had been issued and
     outstanding as of the grant date of the stock bonus
     award."

     3.   Section 10 is amended by substituting "Committee" for
"Board" as the entity with authority to amend or terminate the
Plan.





                                        Adopted February 2, 1995
<PAGE>
                  CPI CORP. 1981 STOCK BONUS PLAN
    (AS AMENDED AND RESTATED EFFECTIVE AS OF FEBRUARY 3, 1991)

     SECTION 1.     ESTABLISHMENT AND PURPOSE.  CPI Corp.
("Company") hereby establishes a Stock Bonus Plan ("Plan").  The
Plan is intended to permit the Company to benefit selected
employees of the Company and its subsidiaries who do not
participate in the Company's 1981 Incentive Stock Option Plan, by
providing such employees with additional compensation and an
incentive to remain in the employment of the Company and its
subsidiaries and to exercise their best efforts on behalf of the
Company and its subsidiaries.

     SECTION 2.     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 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 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 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 Company, a subsidiary of the Company or any
employee benefit plan(s) sponsored or maintained by the Company or
any subsidiary thereof.

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<PAGE>



          (c)  "Committee" means the Stock Bonus Committee
consisting of three (3) or more persons who shall be selected by
the Board.

          (d)  "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 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.

          (e)  "Participant" means an employee selected by the
Committee to receive a stock bonus award.

     SECTION 3.     ADMINISTRATION OF THE PLAN.  This Stock Bonus
Plan shall be administered by the Committee.  From time to time the
Board may appoint members to 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.

     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 majority of the members





















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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 terms and conditions of this Plan and to the
approval of the Board, the Committee shall generally have the
authority to administer this Plan to achieve the purposes for which
it is adopted.  Without limitation, the Committee shall have the
power (i) to determine the employees who shall receive stock
bonuses; (ii) to determine the number of bonus shares that will be
awarded to such employees; (iii) to set profit or other performance
goals that will determine the number of bonus shares to be awarded;
(iv) to determine the value of the bonus shares; (v) to adopt rules
and regulations for implementing the Plan; and (vi) to interpret
and construe the Plan where necessary to effectuate its purposes.

     SECTION 4.     AWARDING OF STOCK BONUSES.

          (a)  The Committee is authorized to award bonuses that
will result in the issuance of up to an aggregate One Hundred Fifty
Thousand (150,000) shares of the Company's common stock, par value
$0.40 per share.  Each stock bonus award shall be deemed to have
been granted as of the first day of the Company's fiscal year
during which the certificate evidencing the award is delivered to
the Participant pursuant to Subsection 5(c).

          (b)  In the event any stock dividend or stock split is
declared with respect to the Company's common stock, or in the
event that the outstanding shares of such stock shall be changed




















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into or exchanged for a different number or kind of shares of stock
of the Company or of another corporation, then an appropriate
adjustment in the number and kind of shares available for the grant
of bonuses hereunder shall be made.

          (c)  At least annually the Committee will determine the
number of shares that may be awarded under the Stock Bonus Plan
during such year, and will establish profit or other performance
goals for determining the number of bonus shares that will actually
be distributed to employees.

     SECTION 5.     CONDITIONS UPON STOCK BONUSES.  Each stock
bonus awarded under this Plan shall be subject to the following
terms and conditions:

          (a)  Subject to the remaining provisions of this Section
5, the vesting of each stock bonus shall be in accordance with the
following schedule:

<TABLE>
<CAPTION>

     Anniversary of Grant          Portion of Stock Bonus
           of Award                    That is Vested
     --------------------          ----------------------
<S>         <C>                             <C>
            First                            33.3%
            Second                           66.7%
            Third                           100.0%
</TABLE>

Except as provided in Subsection 5(b) herein, in the event of an
employee's termination of employment prior to the third anniversary



<PAGE>

of the grant date of the stock bonus award, the portion of such
employee's stock bonus award that has not vested shall terminate
and be forfeited.








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          (b)  In the event that (1) the employee's employment
terminates by reason of death, permanent and total disability, or
retirement under the provisions of a retirement plan maintained by
the Company, or (2) there is a Change of Control with respect to
the Company, any stock bonuses held by the employee shall fully
vest on the date of such termination of employment or the date of
the Change of Control, as the case may be, and the employee or his
beneficiary under Section 8 hereunder shall immediately be entitled
to receive the bonus shares, subject to the terms and conditions of
this Plan.

          (c)  The Committee shall deliver to each employee who is
awarded a stock bonus a certificate evidencing the award of the
stock bonus.  Contemporaneously with the award of stock bonus, the
Company will reserve shares to be issued to the employee upon the
earlier of (1) the date on which the right to receive such shares
vests pursuant to Subsection 5(a) or (2) the occurrence of an event
specified in Subsection 5(b).  Prior to vesting, such reserved
stock shall not be treated as issued and outstanding for any
purpose whatsoever.

          (d)  Upon the issuance of the shares to the employee  on
the vesting date pursuant to Subsection 5(a) or Subsection 5(b),
the employee shall also be entitled to receive an additional cash
bonus equal to the amount of dividends, if any, that would have
been payable with respect to such shares if they had been issued
and outstanding as of the grant date of the stock bonus award.





















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          (e)  In the event any stock dividend or stock split 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 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 to be issued to any employee upon the expiration of
the vesting period pursuant to Subsection 5(a) or Subsection 5(b)
shall be appropriately adjusted by the Committee to prevent
dilution or enlargement of the employee's interest in relation to
other holders of the Company's stock.

          (f)  The rights of the employee under the Plan shall be
personal to the employee and shall not be transferable (other than
by such employee's will or by the laws of intestacy), nor shall
such rights be pledged or hypothecated, or subject to execution,
garnishment, attachment, or similar process.

     SECTION 6.     SECURITIES MATTERS.  The Committee, if it deems
it appropriate, may condition the award of a stock bonus, or the
delivery of shares thereunder, upon receipt of an appropriate
investment representation from the employee receiving the shares.
The Company, in its discretion, may postpone the issuance and
delivery of shares 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;





















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<PAGE>



provided, however, that nothing herein shall obligate the Company to
register or qualify any shares awarded under this Plan under the
securities law of the United States or any state.  The Company may
require any person receiving such shares to make such other representations
and furnish such other information as it may consider appropriate in
connection with the issuance of the shares in compliance with all
applicable laws.

     SECTION 7.     RESTRICTIVE AGREEMENT.  If at the time the
Company becomes obligated to deliver shares of stock to the
employee any significant portion of the shares of the Company's
common stock shall be subject to agreements restricting the rights
of the holder to transfer or otherwise dispose of such shares, the
Company may, in its discretion, require the employee to execute an
agreement, in form and substance satisfactory to the Company,
restricting the transfer of the shares to be delivered to the
employee.

     SECTION 8.     DESIGNATION OF BENEFICIARY.

          (a)  A Participant shall designate a beneficiary or
beneficiaries who, upon the Participant's death, are to receive the
stock bonuses that otherwise would have been issued to the
Participant.  All designations shall be in writing and signed by
the Participant.  The designation shall be effective only if and
when delivered to the Company during the lifetime of the
Participant.  The Participant also may change his beneficiary or
beneficiaries by a signed, written instrument delivered to the
Company.  The issuance of stock bonuses shall be in accordance



















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with the last unrevoked written designation of beneficiary that has been
signed and delivered to the Secretary of the Company.

          (b)  In the event that all of the beneficiaries named in
Section 8(a) predecease the Participant, the stock bonuses that
otherwise would have been issued to the Participant shall be issued
to the Participant's estate, and in such event, the term
"beneficiary" shall include his estate.

          (c)  In the event the Participant does not designate a
beneficiary, or if for any reason such designation is ineffective,
in whole or in part, the stock bonuses that otherwise would have
been issued to the Participant shall be issued to the Participant's
estate, and in such event, the term "beneficiary" shall include his
estate.

     SECTION 9.     TAX WITHHOLDING.  Upon the vesting of any stock
bonus pursuant to Section 5 hereof, the Company shall have the
right to require the Participant 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
Participant on the permanent books of the Company or the delivery
of any shares of stock to the Participant.

     SECTION 10.    AMENDMENT AND TERMINATION.  The Board may at
any time amend or terminate this Plan; provided, however, that no
such action shall adversely affect the right of Participants to
full vesting of stock bonus awards at the time of a Change of
Control pursuant to Subsection 5(b) or shall in any manner
adversely affect or impair the rights of any employee who shall

















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<PAGE>



have been awarded a stock bonus prior to such amendment or
termination without his consent.

     SECTION 11.    EFFECTIVE DATE OF THE PLAN.  This Plan was
originally effective as of November 1, 1981,  the date of its
approval by the Company's shareholders.  The changes made in the
Plan as amended and restated herein are effective as of February 3,
1991.








































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