EXHIBIT 11.0 - COMPUTATION OF EARNINGS PER COMMON SHARE

CPI CORP. COMPUTATION OF EARNINGS PER COMMON SHARE - DILUTED
Sixteen Weeks ended November 9, 2002 and November 10, 2001

                                                              (Restated)
                                                          Sixteen Weeks Ended
                                                       ------------------------
                                                         Nov. 9,      Nov. 10,
                                                          2002          2001
                                                       ----------    ----------
Diluted:
 Net earnings (loss) applicable
  to common shares                                     $   (7,500)   $   (3,593)
                                                       ==========    ==========
Shares:
 Weighted average number of
  common shares outstanding                                18,282        18,151
 Shares issuable under employee
  stock plans-weighted average                                  -*          -**
 Dilutive effect of exercise of
  certain stock options                                         -*          -**
 Less: Treasury stock-weighted
  average                                                 (10,238)      (10,238)
                                                       ----------    ----------
Weighted average number of common
 and common equivalent shares
 outstanding                                                8,044         7,913
                                                       ==========    ==========
Net earnings (loss) per common
 and common equivalent shares                          $    (0.93)   $    (0.45)
                                                       ==========    ==========

*     The dilutive effect of stock options in the amount of 16,207 shares and
      23,374 shares issuable under employee stock plans were not considered as
      the effect is antidilutive.
**    The dilutive effect of stock options in the amount of 36,956 shares and
      33,011 shares issuable under employee stock plans were not considered as
      the effect is antidilutive.


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<PAGE>

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

CPI CORP. COMPUTATION OF EARNINGS PER COMMON SHARE - DILUTED
Forty Weeks ended November 9, 2002 and November 10, 2001

                                                              (Restated)
                                                           Forty Weeks Ended
                                                       ------------------------
                                                         Nov. 9,      Nov. 10,
                                                          2002          2001
                                                       ----------    ----------
Diluted:
 Net loss applicable to common
  shares                                               $   (8,222)   $   (4,812)
                                                       ==========    ==========
Shares:
 Weighted average number of
  common shares outstanding                                18,277        18,049
 Shares issuable under employee
  stock plans-weighted average                                  -*          -**
 Dilutive effect of exercise of
  certain stock options                                         -*          -**
 Less: Treasury stock-weighted
  average                                                 (10,238)      (10,240)
                                                       ----------    ----------
Weighted average number of common
 and common equivalent shares
 outstanding                                                8,039         7,809
                                                       ==========    ==========
Net loss per common and common
 equivalent shares                                     $    (1.02)   $    (0.62)
                                                       ==========    ==========

*     The dilutive effect of stock options in the amount of 17,820 shares and
      27,589 shares issuable under employee stock plans were not considered as
      the effect is antidilutive.
**    The dilutive effect of stock options in the amount of 71,518 shares and
      34,017 shares issuable under employee stock plans were not considered as
      the effect is antidilutive.


                                       50
<PAGE>

EXHIBIT 11.0-COMPUTATION OF EARNINGS PER COMMON SHARE (continued)
CPI CORP. COMPUTATION OF EARNINGS PER COMMON SHARE - BASIC
Sixteen and Forty Weeks ended November 9, 2002 and
November 10, 2001

                                                              (Restated)
                                                          Sixteen Weeks Ended
                                                       ------------------------
                                                         Nov. 9,      Nov. 10,
                                                          2002          2001
                                                       ----------    ----------
Basic:
 Net earnings (loss) applicable
  to common shares                                     $   (7,500)   $   (3,593)
                                                       ==========    ==========
Shares:
 Weighted average number of common
  shares outstanding                                       18,282        18,151
 Less: Treasury stock-weighted
  average                                                 (10,238)      (10,238)
                                                       ----------    ----------
Weighted average number of common
 and common equivalent shares
 outstanding                                                8,044         7,913
                                                       ==========    ==========
Net loss per common and common
 equivalent shares                                     $    (0.93)   $    (0.45)
                                                       ==========    ==========

                                                           Forty Weeks Ended
                                                       ------------------------
                                                         Nov. 9,      Nov. 10,
                                                          2002          2001
                                                       ----------    ----------

Basic: Net loss applicable to common
  shares                                               $   (8,222)   $   (4,812)
                                                       ==========    ==========
Shares:
 Weighted average number of
  common shares outstanding                                18,277        18,049
  Less: Treasury stock-weighted
   average                                                (10,238)      (10,240)
                                                       ----------    ----------
Weighted average number of common
 and common equivalent shares
 outstanding                                                8,039         7,809
                                                       ==========    ==========
Net loss per common and common
 equivalent shares                                     $    (1.02)   $    (0.62)
                                                       ==========    ==========


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