EXHIBIT 10.29






        REVOLVING CREDIT NOTE - HARRIS TRUST AND SAVINGS BANK







































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REVOLVING CREDIT NOTE - $18,000,000.00

St.Louis, Missouri
April 28, 1998

     FOR VALUE RECEIVED, on the last day of the Revolving Credit
Period, the undersigned, CPI CORP., a Delaware corporation
("Borrower"), hereby promises to pay to the order of HARRIS TRUST
AND SAVINGS BANK ("Bank"), the principal sum of Eighteen Million
Dollars ($18,000,000.00), or such lesser sum as may then
constitute the aggregate unpaid principal amount of all Revolving
Credit Loans made by Bank to Borrower pursuant to the Revolving
Credit Agreement referred to below.  The aggregate principal
amount of Revolving Credit Loans which Bank shall be committed to
have outstanding hereunder at any time shall not exceed Eighteen
Million Dollars ($18,000,000.00), which amount may be borrowed,
paid, reborrowed and repaid, in whole or in part, subject to the
terms and conditions hereof and of the Revolving Credit Agreement
referred to below.  Borrower further promises to pay to the order
of Bank interest on the aggregate unpaid principal amount of such
Revolving Credit Loans on the dates and at the rate or rates
provided for in the Revolving Credit Agreement.  All such
payments of principal and interest shall be made in lawful
currency of the United States in Federal or other immediately
available funds at the office of Mercantile Bank National
Association, 721 Locust Street, St. Louis, Missouri 63101.

     All Revolving Credit Loans made by Bank and all repayments
of the principal thereof shall be recorded by Bank on its books
and records.  Bank's books and records showing the account
between Bank and Borrower shall be admissible in evidence in any
action or proceeding and shall constitute prima facie proof of
the items therein set forth.

     This Note is one of the "Notes" referred to in the Revolving
Credit Agreement dated June 16, 1997, by and among Borrower, the
banks listed on the signature pages thereof and Mercantile Bank
National Association, as agent (as the same may from time to time
be amended, modified, extended or renewed, the "Revolving Credit
Agreement").  The Revolving Credit Agreement, among other things,
contains provisions for acceleration of the maturity hereof upon
the occurrence of certain stated events and also for prepayments
on account of principal hereof and interest hereon prior to the
maturity hereof upon the terms and conditions specified therein. 
All capitalized terms used and not otherwise defined in this Note
shall have the respective meanings ascribed to them in the
Revolving Credit Agreement.





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     Upon the occurrence of any Event of Default under the
Revolving Credit Agreement, Bank's obligation to make additional 
Revolving Credit Loans under this Note may be terminated in the
manner and with the effect as provided in the Revolving Credit
Agreement and the entire outstanding principal balance of this
Note and all accrued and unpaid interest thereon may be declared
to be immediately due and payable in the manner and with the
effect as provided in the Revolving Credit Agreement.

     In the event that any payment due hereunder shall not be
paid when due, whether by reason of maturity, acceleration or
otherwise, and this Note shall be placed in the hands of an
attorney or attorneys for collection, or if this Note shall be
placed in the hands of an attorney or attorneys for
representation of Bank in connection with bankruptcy or
insolvency proceedings relating hereto, Borrower hereby agrees to
pay to the order of Bank, in addition to all other amounts
otherwise due hereon, the costs and expenses of such collection
and representation, including, without limitation, reasonable
attorneys' fees and expenses (whether or not litigation shall be
commenced in aid thereof).  Borrower hereby waives presentment
for payment, demand, protest, notice of protest and notice of
dishonor.

     This Note shall be governed by and construed in accordance
with the substantive laws of the State of Missouri (without
reference to conflict of law principles).

     This Note is an amendment, restatement and continuation of
that certain Revolving Credit Note of Borrower dated June 16,
1997, and payable to the order of Bank in the principal amount of
$13,000,000.00 (the "Original Note") and not a novation thereof.
All interest evidenced by the Original Note shall continue to be
due and payable until paid.  Upon delivery of the original of
this Note by Borrower to Bank, the Original Note shall be deemed
cancelled by amendment and restatement and of no further force or
effect and shall be promptly returned to Borrower marked
"Replaced by Revolving Credit Note dated April 18, 1998."

CPI CORP.


By:     /s/   Barry Arthur
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Title:  CFO/Treasurer/Executive Vice President Finance