EXHIBIT 11.0 - COMPUTATION OF EARNINGS PER COMMON SHARE

CPI CORP. COMPUTATION OF EARNINGS PER COMMON SHARE - DILUTED
Twelve Weeks ended July 20, 2002 and July 21, 2001

                                                           (Restated)
                                                       Twelve Weeks Ended
                                                    ------------------------
                                                     July 20,      July 21,
                                                       2002          2001
                                                    ----------    ----------

Diluted:

 Net loss applicable to common
  shares                                            $       (8)   $     (204)
                                                    ==========    ==========
Shares:
 Weighted average number of
  common shares outstanding                             18,276        18,032
 Shares issuable under employee
  stock plans-weighted average                              --*           --**
 Dilutive effect of exercise of
  certain stock options                                     --*           --**
 Less: Treasury stock-weighted
  average                                              (10,238)      (10,241)
                                                    ----------    ----------
Weighted average number of common
 and common equivalent shares
 outstanding                                             8,038         7,791
                                                    ==========    ==========
Net loss per common and common
 equivalent shares                                  $       --    $    (0.03)
                                                    ==========    ==========

*     The dilutive effect of stock options in the amount of 25,953 shares and
      28,420 shares issuable under employee stock plans were not considered as
      the effect is antidilutive.
**    The dilutive effect of stock options in the amount of 86,677 shares and
      32,220 shares issuable under employee stock plans were not considered as
      the effect is antidilutive.


                                       40
<PAGE>

EXHIBIT 11.0-COMPUTATION OF EARNINGS PER COMMON SHARE (continued)

CPI CORP. COMPUTATION OF EARNINGS PER COMMON SHARE - DILUTED
Twenty-four Weeks ended July 20, 2002 and July 21, 2001

                                                          (Restated)
                                                    Twenty-four Weeks Ended
                                                    ------------------------
                                                     July 20,      July 21,
                                                       2002          2001
                                                    ----------    ----------
Diluted:

 Net loss applicable to common
  shares                                            $     (721)   $   (1,219)
                                                    ==========    ==========
Shares:
 Weighted average number of
  common shares outstanding                             18,273        17,982
 Shares issuable under employee
  stock plans-weighted average                              --*           --**
 Dilutive effect of exercise of
  certain stock options                                     --*           --**
 Less: Treasury stock-weighted
  average                                              (10,238)      (10,242)
                                                    ----------    ----------
Weighted average number of common
 and common equivalent shares
 outstanding                                             8,035         7,740
                                                    ==========    ==========
Net loss per common and common
 equivalent shares                                  $    (0.09)   $    (0.16)
                                                    ==========    ==========

*     The dilutive effect of stock options in the amount of 18,896 shares and
      30,400 shares issuable under employee stock plans were not considered as
      the effect is antidilutive.

**    The dilutive effect of stock options in the amount of 94,560 shares and
      34,608 shares issuable under employee stock plans were not considered as
      the effect is antidilutive.


                                       41

<PAGE>

EXHIBIT 11.0-COMPUTATION OF EARNINGS PER COMMON SHARE (continued)

CPI CORP. COMPUTATION OF EARNINGS PER COMMON SHARE - BASIC
Twelve Weeks ended July 20, 2002 and July 21, 2001

                                                              (Restated)
                                                          Twelve Weeks Ended
                                                       ------------------------
                                                        July 20,      July 21,
                                                          2002          2001
                                                       ----------    ----------
Basic:

 Net loss applicable to common
  shares                                               $       (8)   $     (204)
                                                       ==========    ==========
Shares:

 Weighted average number of common
  shares outstanding                                       18,276        18,032
 Less: Treasury stock-weighted
  average                                                 (10,238)      (10,241)
                                                       ----------    ----------
Weighted average number of common
 and common equivalent shares
 outstanding                                                8,038         7,791
                                                       ==========    ==========
Net loss per common and common
 equivalent shares                                     $       --    $    (0.03)
                                                       ==========    ==========

                                                       Twenty-four Weeks Ended
                                                       ------------------------
                                                        July 20,      July 21,
                                                          2002          2001
                                                       ----------    ----------
Basic:

 Net loss applicable to common
  shares                                               $     (721)   $   (1,219)
                                                       ==========    ==========
Shares:
 Weighted average number of
  common shares outstanding                                18,273        17,982
  Less: Treasury stock-weighted
   Average                                                (10,238)      (10,242)
                                                       ----------    ----------
Weighted average number of common
 and common equivalent shares
 outstanding                                                8,035         7,740
                                                       ==========    ==========
Net loss per common and common
 equivalent shares                                     $    (0.09)   $    (0.16)
                                                       ==========    ==========


                                       42