(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY) PRIVATE

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                                    CPI CORP.

                      For the Quarter Ended April 27, 2002

                         Commission File Number 1-10204

            DELAWARE                                        43-1256674
 (State or Other Jurisdiction of                         (I.R.S. Employer
  Incorporation or Organization)                        Identification No.)

             1706 Washington Avenue, St. Louis, Missouri   63103-1790
            (Address of Principal Executive Offices)       (Zip Code)

                                 (314) 231-1575
                         (Registrant's Telephone Number)

      Indicate by check mark whether the registrant has (1)filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: Yes |X| No |_|

      Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date:

      As of June 6, 2002 there were 8,037,037 shares of the Registrant's common
stock outstanding.

<PAGE>

TABLE OF CONTENTS

           (PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)

PART 1.   FINANCIAL INFORMATION                                          PAGE(S)

Item 1.  Financial Statements
         - Interim Condensed Consolidated Balance Sheets
             as of April 27, 2002 and February 2, 2002                       4-5
         - Interim Condensed Consolidated Statements
             of Operations - For the 12 Weeks Ended
             April 27, 2002 and April 28, 2001                                 6
         -   Interim Condensed Consolidated Statements of Changes in
             Stockholders' Equity and Comprehensive Income - For the
             52 Weeks Ended February 2, 2002 and for the 12 Weeks
             Ended April 27, 2002                                            7-8
         -   Interim Condensed Consolidated Statements of Cash
             Flows - For the 12 Weeks Ended April 27, 2002 and April
             28, 2001                                                       9-10
         - Notes to the Interim Condensed Consolidated
             Financial Statements                                          11-18

Item 2.  Management's Discussions and Analysis of
           Financial Condition and Results of Operations                   19-25

Item 3.  Quantitative and Qualitative Disclosures About
           Market Risk                                                        26

PART II.  OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K                                     27

         Signature                                                            28

         Certifications                                                    29-30

         Exhibit Index                                                        31

                                       2

<PAGE>

EXPLANATORY NOTE

CPI Corp. is filing this Form 10-Q/A for the quarter ended April 27, 2002 to
reflect the restatement of its audited consolidated financial statements for the
fiscal year ended February 2, 2002 and unaudited consolidated financial
statements for the 12 weeks ended April 27, 2002 and April 28, 2001. The
restatement resulted from the Company changing its policy for recognizing
revenues to be consistent with Securities and Exchange Commission Staff
Accounting Bulletin No. 101, Revenue Recognition in Financial Statements. See
the consolidated financial statements and Note 1 thereto included herein for a
description of the restatement. This Form 10-Q/A does not attempt to modify or
update any other disclosures set forth in the original filing, except as
required to reflect the effects of the restatement. Additionally, this Form
10-Q/A does not purport to provide a general update or discussion of any other
developments at the Company subsequent to the original filing. The filing of
this Form 10-Q/A shall not be deemed an admission that the original filing, when
made, included any untrue statement of material fact or omitted to state a
material fact necessary to make a statement not misleading.


                                       3
<PAGE>

                                     PART 1

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CPI CORP. INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS / ASSETS
(in thousands of dollars)

                                                         (RESTATED)
                                                        (Unaudited)  (RESTATED)
                                                         April 27,   February 2,
                                                            2002         2002
                                                         ----------   ----------
Current assets:
  Cash and cash equivalents                              $   45,182   $   46,555
  Receivables, less allowance of
   $260 and $254, respectively                                7,069        5,421
  Inventories                                                13,149       12,920
  Prepaid expenses and other current
   assets                                                     6,973        6,795
  Deferred tax assets                                         1,987        1,990
  Refundable income taxes                                     9,534        9,123
                                                         ----------   ----------
     Total current assets                                    83,894       82,804
                                                         ----------   ----------
Net property and equipment                                   60,448       63,708

Assets of business transferred under
  contractual arrangements:
    Preferred security                                       10,129       10,069
    Loan receivable                                           1,911        1,518
Other assets, net of
  amortization of $1,359                                     22,617       23,462
                                                         ----------   ----------
     Total assets                                        $  178,999   $  181,561
                                                         ==========   ==========

See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

CPI CORP. INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS LIABILITIES
AND STOCKHOLDERS' EQUITY (in thousands of dollars)

                                                      (RESTATED)
                                                      (Unaudited)  (RESTATED)
                                                       April 27,   February 2,
                                                          2002         2002
                                                       ----------   ----------
Current liabilities:
 Current maturities of long-term debt                  $    8,580   $    8,580
 Accounts payable                                          10,273        9,741
 Accrued employment costs                                  11,002       13,538
 Deferred revenue                                          29,681       26,953
 Sales taxes payable                                        1,475        2,816
 Accrued advertising expense                                1,567        1,384
 Accrued expenses and other
  liabilities                                               4,085        3,289
                                                       ----------   ----------
    Total current liabilities                              66,663       66,301
                                                       ----------   ----------
Long-term debt                                             42,648       42,639
Other liabilities                                           8,622       10,686
Long-term deferred revenue                                  5,550        5,891
Stockholders' equity:
 Preferred stock, no par value,
  1,000,000 shares authorized; no
  shares outstanding                                           --           --
 Preferred stock, Series A, no par
  value, 200,000 shares authorized;
  no shares outstanding                                        --           --
 Common stock, $0.40 par value,
  50,000,000 shares authorized;
  18,272,414 and 18,201,743 shares
  outstanding at April 27, 2002 and
 February 2, 2002, respectively                             7,309        7,281
 Additional paid-in capital                                50,968       49,845
 Retained earnings                                        230,147      231,980
 Accumulated other comprehensive
  income (loss)                                            (5,236)      (5,386)
                                                       ----------   ----------
                                                          283,188      283,720
 Treasury stock at cost, 10,238,303
  shares at both April 27, 2002 and
  February 2, 2002                                       (227,642)    (227,642)
 Unamortized deferred compensation-
  restricted stock                                            (30)         (34)
                                                       ----------   ----------
 Total stockholders' equity                                55,516       56,044
                                                       ----------   ----------
 Total liabilities and stockholders'
  equity                                               $  178,999   $  181,561
                                                       ==========   ==========

See accompanying notes to consolidated financial statements.


                                       5
<PAGE>

CPI CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Twelve weeks ended April 27, 2002 and April 28, 2001 (in thousands of dollars
except share and per share amounts)

                                                          Twelve Weeks Ended
                                                       ------------------------
                                                       (RESTATED)    (RESTATED)
                                                        April 27,     April 28,
                                                           2002         2001
                                                        ----------   ----------

Net sales                                               $   60,003   $   62,176
Costs and expenses:
  Cost of sales (exclusive of
   depreciation expense shown below)                         8,381        7,750
  Selling, general and
   administrative expenses                                  47,028       48,151
  Depreciation and amortization                              5,288        5,502
  Executive management repositioning
   costs                                                        --        1,733
                                                        ----------   ----------
                                                            60,697       63,136
                                                        ----------   ----------
Loss from operations                                          (694)        (960)
Interest expense                                               912        1,069
Interest income                                                413          429
Other income net                                                18           40
                                                        ----------   ----------
Loss before income tax
 benefit                                                    (1,175)      (1,560)
Income tax benefit                                            (462)        (545)
                                                        ----------   ----------
Net loss                                                $     (713)  $   (1,015)
                                                        ==========   ==========

Net loss per share - diluted                            $    (0.09)  $    (0.13)
                                                        ==========   ==========
Net loss per share - basic                              $    (0.09)  $    (0.13)
                                                        ==========   ==========

Dividends per share                                     $     0.14   $     0.14
                                                        ==========   ==========
Weighted average number of
  common and common equivalent
  shares outstanding- diluted                            8,033,051    7,690,021
                                                        ==========   ==========
Weighted average number of
  common and common equivalent
  shares outstanding- basic                              8,033,051    7,690,021
                                                        ==========   ==========

See accompanying notes to consolidated financial statement


                                       6
<PAGE>

CPI CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY AND COMPREHENSIVE INCOME (in thousands of dollars except share and per
share amounts) Fifty-two weeks ended February 2, 2002

<TABLE>
<CAPTION>
                                                                     Accum                    Deferred
                                             Add'l                   other       Treasury      comp'n
                                 Common     paid-in    Retained      comp'h        stock      restr'td
                                 stock      capital    earnings      income       at cost       stock         Total
                               ---------   ---------   ---------    ---------    ---------    ---------    ---------
<S>                            <C>         <C>         <C>          <C>          <C>          <C>          <C>
Balance at Feb. 3, 2001,
  as restated                  $   7,154   $  44,363   $ 229,803    $  (3,478)   $(227,699)   $      (7)   $  50,136
                               ---------   ---------   ---------    ---------    ---------    ---------    ---------
Issuance of common stock
 (316,098 shares)                    127       5,482          --           --           --          (36)       5,573
Comprehensive income
  Net earnings, as restated           --          --       6,541           --           --           --
  Foreign currency
    translation, as restated          --          --          --         (798)          --           --
  Pension benefit costs               --          --          --       (1,110)          --           --
  Comprehensive income,
  as restated                         --          --          --           --           --           --        4,633
Dividends ( $0.56 per
  common share)                       --          --      (4,364)          --           --           --       (4,364)
Purchase of treasury
  stock, at cost                      --          --          --           --           57           --           57
Amortization of deferred
  compensation-
  restricted stock                    --          --          --           --           --            9            9
                               ---------   ---------   ---------    ---------    ---------    ---------    ---------
Balance at Feb. 2, 2002,
 as restated                   $   7,281   $  49,845   $ 231,980    $  (5,386)   $(227,642)   $     (34)   $  56,044
                               =========   =========   =========    =========    =========    =========    =========
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>


                                       7
<PAGE>

CPI CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY AND COMPREHENSIVE INCOME(UNAUDITED) (in thousands of dollars except share
and per share amounts) Twelve weeks ended April 27, 2002

<TABLE>
<CAPTION>
                                                                 Accum                    Deferred
                                         Add'l                   other        Treasury     comp'n
                            Common      paid-in     Retained     comp'h        stock      restr'td
                             stock      capital     earnings     income       at cost       stock        Total
                           ---------   ---------   ---------    ---------    ---------    ---------    ---------
<S>                        <C>         <C>         <C>          <C>          <C>          <C>          <C>
Balance at Feb. 2, 2002,
as restated                $   7,281   $  49,845   $ 231,980    $  (5,386)   $(227,642)   $     (34)   $  56,044
                           ---------   ---------   ---------    ---------    ---------    ---------    ---------
Issuance of common stock
  (70,671 shares)                 28       1,123          --           --           --           --        1,151
Comprehensive income
  Net loss, as restated           --          --        (713)          --           --           --
  Foreign currency
     translation,
     as restated                  --          --          --          150           --           --
  Comprehensive income,
     as restated                  --          --          --           --           --           --         (563)
Dividends ( $0.14 per
  common share)                   --          --      (1,120)          --           --           --       (1,120)
Amortization of deferred
  compensation-
  restricted stock                --          --          --           --           --            4            4
                           ---------   ---------   ---------    ---------    ---------    ---------    ---------
Balance at April 27,
  2002, as restated        $   7,309   $  50,968   $ 230,147    $  (5,236)   $(227,642)   $     (30)   $  55,516
                           =========   =========   =========    =========    =========    =========    =========

<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>


                                       8
<PAGE>

CPI CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Twelve weeks ended April 27, 2002 & April 28, 2001 (in thousands of dollars)

Reconciliation of net loss to cash flows provided by (used in) operating
activities (unaudited):

                                                           12 Weeks Ended
                                                      -------------------------
                                                       (RESTATED)    (RESTATED)
                                                        April 27,     April 28,
                                                          2002          2001
                                                       ----------    ----------

Net loss                                               $     (713)   $   (1,015)

Adjustments for items not requiring cash:
  Depreciation and amortization                             5,288         5,502
  Deferred income taxes                                       294          (961)
  Deferred revenue                                          2,144         1,571
  Post closing adjustment on preferred
   security                                                   147            --
  Accrued interest on preferred
   security                                                  (207)           --
  Other                                                    (3,019)       (3,267)

Decrease (increase) in current assets:
  Receivables and inventories                              (1,877)       (1,232)
  Refundable income taxes                                    (411)       (4,761)
  Prepaid expenses and other current
   assets                                                     151           290

Increase (decrease) in current liabilities:
  Accounts payable, accrued expenses and
   other liabilities                                       (2,366)        2,890
  Income taxes                                                 --        (1,067)
                                                       ----------    ----------
Cash flows used in
  operating activities                                 $     (569)   $   (2,050)
                                                       ==========    ==========

See accompanying notes to consolidated financial statements.


                                       9
<PAGE>

CPI CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Twelve weeks ended April 27, 2002 & April 28, 2001 (in thousands of dollars)
(...continued)

                                                           12 Weeks Ended
                                                       ------------------------
                                                       April 27,     April 28,
                                                          2002          2001
                                                       ----------    ----------

Cash flows used in
 operating activities                                  $     (569)   $   (2,050)
                                                       ----------    ----------
Cash flows provided by (used in) financing activities:
  Issuance of common stock to employee
   stock plans                                              1,151         1,033
  Cash dividends                                           (1,120)       (1,071)
  Purchase of treasury stock                                   --            (1)
                                                       ----------    ----------
Cash flows provided by (used in)
 financing activities                                          31           (39)
                                                       ----------    ----------
Cash flows provided by (used in) investing activities:
  Additions to property and equipment                      (1,873)       (4,457)
  Change in loan receivable                                  (393)           --
  Purchase of investment securities
   in Rabbi Trust                                            (613)           --
  Proceeds from investment securities
   in Rabbi Trust                                           1,967         2,102
                                                       ----------    ----------
  Cash flows used in investing activities                    (912)       (2,355)
                                                       ----------    ----------
Effect of exchange rate changes on
 cash and cash equivalents                                     77          (138)
                                                       ----------    ----------
Net decrease in cash and cash equivalents                  (1,373)       (4,582)
Cash and cash equivalents at beginning
 of period                                                 46,555        38,820
                                                       ----------    ----------
Cash and cash equivalents at end of
 period                                                $   45,182    $   34,238
                                                       ==========    ==========
Supplemental cash flow information:
 Interest paid                                         $       --    $       20
                                                       ==========    ==========
 Income taxes paid                                     $      192    $    6,188
                                                       ==========    ==========

See accompanying notes to consolidated financial statements.


                                       10
<PAGE>

CPI CORP. NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1

BASIS OF PRESENTATION AND RESTATEMENT OF FINANCIAL STATEMENTS

Our consolidated balance sheet at February 2, 2002 was obtained from our audited
balance sheet, as restated, as of that date. In the opinion of management, the
accompanying unaudited condensed consolidated financial statements contain all
adjustments necessary for a fair presentation of CPI Corp.s (the Companys)
financial position as of April 27, 2002 and February 2, 2002 and the results of
its operations and changes in its cash flows for the 12 weeks ended April 27,
2002 and April 28, 2001. Certain prior year amounts have been reclassified to
conform to the first quarter 2002 presentation. Our accounting policies and
certain other disclosures are set forth in the notes to our audited consolidated
financial statements as of and for the year ended February 2, 2002, or in the
case of restated amounts, as indicated within this Form 10-Q/A.

Effective for fiscal year 2000, the Company changed its policy for recognizing
both portrait studio revenues and fees received under its customer loyalty
program to be consistent with the SEC Staff Accounting Bulletin No. 101 (SAB
101), Revenue Recognition in Financial Statements. As a result, certain
information in the accompanying consolidated financial statements has been
restated.

Portrait studio revenues are now recognized upon delivery of the portraits to
the customer. Costs incurred relating to portraits processed, or in-process, are
inventoried and expensed when the related sales revenue is recognized.
Previously, portrait studio revenues were recognized at the time the customer
approved the photographic proofs and made a firm commitment for a portrait
order, at the conclusion of the photographic session. At that same time, all
remaining costs to be incurred in the processing and delivery of the portraits
were accrued. The effect of the change is to defer the recognition of portrait
studio revenues approximately three weeks from the date of the portrait session
to allow for processing and delivery of the related portraits. The cumulative
effect of the change in accounting principle on years prior to fiscal 2000
resulted in an after-tax adjustment to earnings of $3.4 million, which has been
reflected in the results of operations for the year ended February 3, 2001.

The Company changed its method of recognizing customer loyalty program fees
(Smile Savers Plan(R) fees) to defer the entire


                                       11
<PAGE>

amount of the fee received and amortize it into revenues on a straight-line
basis over the twenty-four month period of the customers program. Previously,
the Company allocated an amount of the fee equal to published sitting fees to
the initial sitting and recognized that amount upfront at the time of the
initial sitting. The remainder of the Smile Savers Plan fee not recognized at
the time of the initial sitting under the plan was deferred and recognized as
revenue on a straight-line basis over the remaining twenty-four month period of
the plan. The cumulative effect of this change in accounting principle on years
prior to fiscal 2000 resulted in an after-tax adjustment to earnings of $6.8
million, which has been reflected in the results of operations for the year
ended February 3, 2001. The Company recognized $1.7 million of pre-tax revenues
in the first quarter of fiscal 2001 that were included in the cumulative effect
adjustment.

Additionally, in the first quarter ended April 28, 2001, the Company
reclassified certain management repositioning costs totaling $1.7 million,
originally recorded as a component of Other Expenses, below Income from
Operations, to a separate line entitled Executive Management Repositioning
Costs, a component of operating income.

The following tables reflect the specific line item impact of the aforementioned
restatements, including related changes to the Companys allowance for doubtful
accounts, foreign currency translation adjustments and income taxes, by
comparing applicable restated amounts with those amounts originally reported.
The restatements had no net impact on our cash flows from operations, investing
or financing activities.


                                       12
<PAGE>

                         TWELVE WEEKS ENDED FISCAL 2002

<TABLE>
<CAPTION>
                                                 Apr. 27, 2002               Apr. 28, 2001
                                           Restated       Orig Rept     Restated       Orig Rept
                                          -----------    -----------   -----------    -----------
<S>                                       <C>            <C>           <C>            <C>
STATEMENT OF OPERATIONS DATA:
Net sales                                 $    60,003    $    61,896   $    62,176    $    65,026
Cost and expenses:
 Cost of sales (exclusive of
  depreciation expense shown below)             8,381          8,540         7,750          8,190
 Selling, general and administrative
  expense                                      47,028         47,471        48,151         48,937
Executive management repositioning
 costs                                             --             --         1,733             --
Income (loss) from operations                    (694)           597          (960)         2,397
Other income (expense), net                        18             18            40         (1,693)
Earnings (loss) before income tax
 expense (benefit)                             (1,175)           116        (1,560)            64
Income tax expense (benefit)                     (462)            45          (545)            23
Net earnings (loss)                              (713)            71   $    (1,015)   $        41
                                          ===========    ===========   ===========    ===========

Net earnings (loss) per share - diluted   $     (0.09)   $      0.01   $     (0.13)   $      0.01
                                          ===========    ===========   ===========    ===========
Weighted average number of common
 and common equivalent shares
 outstanding - diluted                      8,033,051      8,077,267     7,690,021      7,829,456
                                          ===========    ===========   ===========    ===========
</TABLE>


                                       13
<PAGE>

                                  FISCAL 2002

<TABLE>
<CAPTION>
                                                 Apr. 27, 2002               Feb 02, 2002
                                           Restated       Orig Rept     Restated       Orig Rept
                                          -----------    -----------   -----------    -----------
<S>                                       <C>            <C>           <C>            <C>
BALANCE SHEET DATA:
ASSETS:
 Receivables, less allowance              $     7,069    $     9,728   $     5,421    $     8,417
 Inventories                                   13,149          9,413        12,920          9,510
 Prepaid expenses and other current
  assets                                        6,973          4,057         6,795          4,178
 Deferred tax assets                            1,987             --         1,990             79
 Total current assets                          83,894         77,914        82,804         77,862
 Other assets, net                             22,617         18,873        23,462         19,645
 Total assets                             $   178,999    $   169,275   $   181,561    $   172,802
                                          ===========    ===========   ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY:
 Deferred revenue                              29,681          9,734        26,953          9,529
 Accrued expenses and other
  liabilities                                   4,085          4,953         3,289          4,134
 Deferred income taxes                             --            462            --             --
 Total current liabilities                     66,663         48,046        66,301         49,722
 Long-term deferred revenue                     5,550          3,625         5,891          3,677
 Retained earnings                            230,147        240,966       231,980        242,015
 Accumulated other comprehensive
  Income (loss)                                (5,236)        (5,237)       (5,386)        (5,387)
Total stockholders' equity                     55,516         66,334        56,044         66,078
Total liabilities and stockholders'
 equity                                   $   178,999    $   169,275   $   181,561    $   172,802
                                          ===========    ===========   ===========    ===========
</TABLE>


                                       14
<PAGE>

Note 2

      The Company has operations in two business segments: Portrait Studios and
Technology Development. The Portrait Studios segment functions as the exclusive
operator of Sears Portrait Studios with 1,031 locations in the United States,
Canada and Puerto Rico as of April 27, 2002. The Technology Development segment
operates an internet-based, mail order photofinishing business under the name
searsphotos.com and offers software programs primarily for the retail service
industry use, software consulting and custom software development under the name
Centrics Technology, Inc.

SELECTED INDUSTRY SEGMENT INFORMATION (in thousands of dollars)

                                                         Twelve Weeks Ended
                                                      -------------------------
                                                       (RESTATED)    (RESTATED)
                                                        April 27,     April 28,
                                                          2002          2001
                                                       ----------    ----------

NET SALES:
  Portrait Studios                                     $   59,736    $   62,162
  Technology Development                                      876            14
  Intersegment sales                                         (609)           --
                                                       ----------    ----------
                                                       $   60,003    $   62,176
                                                       ==========    ==========
INCOME (LOSS) FROM OPERATIONS:
 Portrait Studios                                      $    3,275    $    4,483
 Technology Development                                      (414)         (765)
 Corporate expense                                         (3,555)       (4,678)
                                                       ----------    ----------
                                                       $     (694)   $     (960)
                                                       ==========    ==========
SEGMENT ASSETS:
 Portrait Studios                                      $   85,611    $   94,464
 Technology Development                                     1,543           897
 Corporate cash and cash equivalents                       45,182        34,238
 Corporate other                                           46,663        38,142
 Net assets of discontinued operations                         --        16,011
                                                       ----------    ----------
                                                       $  178,999    $  183,752
                                                       ==========    ==========


                                       15
<PAGE>

GEOGRAPHIC FINANCIAL INFORMATION (in thousands of dollars)

                                                         Twelve Weeks Ended
                                                      -------------------------
                                                       (RESTATED)    (RESTATED)
                                                        April 27,     April 28,
                                                          2002          2001
                                                       ----------    ----------

NET SALES: United States                               $   56,298    $   58,199
           Canada                                           3,705         3,977
                                                       ----------    ----------
                                                       $   60,003    $   62,176
                                                       ==========    ==========
LONG-LIVED ASSETS:
United States                                          $   90,259    $   84,429
Canada                                                      4,846         5,490
                                                       ----------    ----------
                                                       $   95,105    $   89,919
                                                       ==========    ==========

Note 3

      On February 3, 2002, the Company adopted Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets" (SFAS 142). Under SFAS
142, goodwill amortization ceases upon adoption of the new standard. The new
rules also require an initial goodwill impairment assessment in the year of
adoption and an annual impairment test thereafter. In addition, interim testing
of goodwill is now required if an event or circumstance indicates that an
impairment loss has been incurred. During the first quarter ended April 27,
2002, the Company performed the first of the required impairment tests of
goodwill. No impairment loss resulted from the initial goodwill impairment test.
As of February 2, 2002 and April 27, 2002, the carrying value of goodwill was
$513,000 and related to acquisitions by the Portrait Studio divisions prior to
June 30, 2001. The pro forma effects of the adoption of SFAS 142 on the results
of operations for periods prior to fiscal year 2002 are as follows:


                                       16
<PAGE>

                                                         Twelve Weeks Ended
                                                      -------------------------
                                                      (in thousands of dollars,
                                                        except per share data)
                                                       (RESTATED)    (RESTATED)
                                                        April 27,     April 28,
                                                          2002          2001
                                                       ----------    ----------

Reported net loss                                      $     (713)   $   (1,015)
Add: Goodwill amortization,
      net of tax                                               --            16
                                                       ----------    ----------
Adjusted net loss                                      $     (713)   $     (999)
                                                       ==========    ==========
Diluted loss per share:
  Reported net loss                                    $    (0.09)   $    (0.13)
  Goodwill amortization,
    net of tax                                                 --            --
                                                       ----------    ----------
  Adjusted net loss                                    $    (0.09)   $    (0.13)
                                                       ==========    ==========
Basic loss per share:
  Reported net loss                                    $    (0.09)   $    (0.13)
  Goodwill amortization,
    net of tax                                                 --            --
                                                       ----------    ----------
  Adjusted net loss                                    $    (0.09)   $    (0.13)
                                                       ==========    ==========


                                       17
<PAGE>

Note 4

      In July 2001, the Company announced it had provided TRU Retail, Inc., the
predecessor legal entity of Prints Plus, Inc. ("Prints Plus") with a $6.4
million revolving line of credit. The Company further announced the completion
of the sale of its Wall Decor segment for $16.0 million. The sales price
reflected the receipt of $11.0 million in a Preferred Security of Prints Plus,
approximately $4.0 million in cash, other consideration netting to $1.0 million
and the assumption of certain liabilities including the ongoing guarantee of
certain operating real estate leases. The sales price was subject to final
post-closing adjustments.

      Subsequently, in January 2002, the Preferred Security decreased due to the
optional redemption of $1.0 million of the security by Prints Plus, and, in
first quarter of 2002, by a final post-closing adjustment of $147,000 to the
security reflecting a decrease in the final sales price. These two events, when
offset by the accrued interest income of $276,000 that is also reflected in the
value of the Preferred Security, resulted in a balance on April 27, 2002 of
$10.1 million. For first quarter of 2002, interest income earned on the
Preferred Security was $207,000.

      Borrowings under the revolving line of credit extended to Prints Plus were
$1.9 million as of April 27, 2002. For first quarter of 2002, interest income
earned on this revolving line of credit by the Company was $25,000.

      Due to the Company's continuing financial interest in Prints Plus, the
Company is required to follow a modified equity method of accounting, which
requires cumulative losses incurred by Prints Plus be reflected in the Company's
financials as a valuation allowance and corresponding charge to income. Due to
Prints Plus' unaudited net earnings from July 22, 2001 to April 27, 2002 of $1.4
million and, as Prints Plus is meeting the performance standards established
under the covenants of the Preferred Security and revolving line of credit, no
valuation allowance has been recorded as of April 27, 2002.

      Further, if Prints Plus defaults on certain operating real estate leases,
the Company has guaranteed monthly lease payments over the remaining life of
these leases. As of April 27, 2002, the maximum future obligation to the Company
would be $19.6 million before any negotiation with landlords or subleasing.
Based on scheduled lease payments, the maximum future obligations will decrease
annually by approximately $5.4 million to $4.8 million during the next three
years. To recognize the risk associated with these leases and based on the
Company's past experience with renegotiating lease obligations, a $1.0 million
reserve was established in 2001. At April 27, 2001, the Company had made no
further allowances for defaults under these operating leases as, in the opinion
of management, Prints Plus is meeting the performance standards established
under the operating leases.


                                       18
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

      THE STATEMENTS CONTAINED IN THIS REPORT, AND IN PARTICULAR IN THE
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS" SECTION THAT ARE NOT HISTORICAL FACTS ARE FORWARD-LOOKING STATEMENTS
WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION ACT OF 1995, AND INVOLVE
RISKS AND UNCERTAINTIES. MANAGEMENT WISHES TO CAUTION THE READER THAT THESE
FORWARD-LOOKING STATEMENTS, SUCH AS THE COMPANY'S OUTLOOK FOR PORTRAIT STUDIOS,
FUTURE CASH REQUIREMENTS, COMPLIANCE WITH DEBT COVENANTS, VALUATION ALLOWANCES,
AND CAPITAL EXPENDITURES, ARE ONLY PREDICTIONS OR EXPECTATIONS; ACTUAL EVENTS OR
RESULTS MAY DIFFER MATERIALLY AS A RESULT OF RISKS FACING THE COMPANY. SUCH
RISKS INCLUDE, BUT ARE NOT LIMITED TO: CUSTOMER DEMAND FOR THE COMPANY'S
PRODUCTS AND SERVICES, THE OVERALL LEVEL OF ECONOMIC ACTIVITY IN THE COMPANY'S
MAJOR MARKETS, COMPETITORS' ACTIONS, MANUFACTURING INTERRUPTIONS, DEPENDENCE ON
CERTAIN SUPPLIERS, CHANGES IN THE COMPANY'S RELATIONSHIP WITH SEARS AND THE
CONDITION AND STRATEGIC PLANNING OF SEARS, FLUCTUATIONS IN OPERATING RESULTS,
THE CONDITION OF PRINTS PLUS, INC., THE ATTRACTIONS AND RETENTION OF QUALIFIED
PERSONNEL AND OTHER RISKS AS MAY BE DESCRIBED IN THE COMPANY'S FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION, INCLUDING ITS FORM 10-K/A FOR THE YEAR ENDED
FEBRUARY 2, 2002.

      The Company's fiscal year ends the first Saturday of February.
Accordingly, fiscal year 2001 ended February 2, 2002 and consisted of 52 weeks.
The first fiscal quarters of 2002 and 2001 consisted of twelve weeks and ended
April 27, 2002 and April 28, 2001, respectively. Throughout "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION,"
reference to 2001 will mean the fiscal year ended February 2, 2002 and reference
to first quarter 2002 and first quarter 2001 will mean the first fiscal quarter
of 2002 and 2001, respectively.

      All comparisons and references in this Form 10-Q/A to results for fiscal
years 2002 and 2001 are to the restated results. See Note 1 to the consolidated
financial statements contained in Item 1.

      The Company has operations in two business segments: Portrait Studios and
Technology Development. The Portrait Studios segment functions as the exclusive
operator of Sears Portrait Studios with 1,031 locations in the United States,
Canada and Puerto Rico as of April 27, 2002. The Technology Development segment
operates an internet-based, mail order photofinishing business under the name
searsphotos.com and offers software programs primarily for the retail service
industry use, software consulting and custom software development under the name
Centrics Technology, Inc.


                                       19
<PAGE>

RESULTS OF OPERATION - TWELVE WEEKS ENDED APRIL 27, 2002 COMPARED TO TWELVE
WEEKS ENDED APRIL 28, 2001

     The following table sets forth certain operating information for each
period and should be viewed in conjunction with the consolidated financial
statements and notes included in Item 1 of this Form 10-Q/A

                                          Twelve Weeks Ended

                                        (RESTATED)    (RESTATED)        Change
                                         April 27,     April 28,       Increase
                                           2002          2001         (Decrease)
                                           ----          ----         ----------
                                       (in thousands of dollars)

Net sales:
  Portrait Studios                      $   59,736    $   62,162          (3.9)%
  Technology Development                       876            14            --
  Intersegment sales                          (609)           --            --
                                        ----------    ----------
    Total net sales                     $   60,003    $   62,176          (3.5)%
                                        ==========    ==========
Operating earnings (losses):
  Portrait Studios                      $    3,275    $    4,483         (26.9)%
  Technology Development                      (414)         (765)         45.9 %
                                        ----------    ----------
    Total operating
        earnings                             2,861         3,718         (23.1)%
                                        ----------    ----------
General corporate expenses                   3,555         4,678         (24.0)%
                                        ----------    ----------
Loss from operations                    $     (694)   $     (960)        (27.7)%
                                        ==========    ==========

      Net sales for the Portrait Studios segment decreased in first quarter of
2002 from first quarter of 2001, as a 4.6% decrease in sittings partially offset
by a 0.7% increase in average sales per customer. The decrease in sittings is
attributable to the effects of an early Easter that historically results in
reduced sittings and a decreased response to certain media targeted toward
acquisition of new mothers. The increase in average sales per customer is
primarily the result of a larger percentage of our customers choosing our
higher-value custom offer versus our package offers.

      Included in the above mentioned sales revenues for the first quarter of
2001 is $1.7 million of pre-tax revenues that were included in the cumulative
effect adjustment recorded in fiscal 2000 as discussed in Note 1 to the
Consolidated Financial Statements.

      Operating earnings for the Portrait Studios decreased first quarter of
2002 from the same timeframe in 2001 due to lower sales


                                       20
<PAGE>

partially offset by lower operating expenses. The lower operating expenses
resulted from reduced film and manufacturing costs because of decreased sittings
and fewer units being produced, reduced commissions attributable to lower sales,
and lower advertising expense resulting principally from a planned reduction in
spring television advertising, and the delayed implementation of certain
customer premium programs.

      Net sales for the Technology Development segment reflected an increase in
the first quarter of 2002 from the first quarter of 2001 due to intersegment
sales and increases in net sales to nonaffiliated companies. After elimination
of intersegment sales, operating losses decreased in the first quarter of 2002
from 2001 first quarter levels, reflecting the increase in nonaffiliated sales.

      General corporate expenses decreased $1.1 million between the quarters due
to the absence in 2002 of approximately $1.7 million of executive management
repositioning costs incurred in 2001 partially offset by the incurrence of
$561,000 in professional service fees associated with the final phase of the
Companys strategic planning initiative.


                                       21
<PAGE>

OTHER ITEMS EFFECTING RESULTS OF OPERATIONS

      The following table sets forth certain operating information for each
period and should be viewed in conjunction with the consolidated financial
statements and notes included in Item 1 of this Form 10-Q/A.

                                           Twelve Weeks Ended
                                           ------------------
                                        (RESTATED)    (RESTATED)        Change
                                         April 27,     April 28,       Increase
                                           2002          2001         (Decrease)
                                           ----          ----         ----------
                                        (in thousands of dollars)
Interest expense:
  Debt                                  $      883    $    1,030         (14.3)%
  Other                                         29            39         (26.3)%
                                        ----------    ----------
   Total interest expense               $      912    $    1,069         (14.7)%
                                        ==========    ==========
Interest income:
  Investments                           $      181    $      429         (57.8)%
  Income from Preferred
    Security(1)                                207            --            --
  Revolver (1)                                  25            --            --
                                        ----------    ----------
    Total interest income               $      413    $      429          (3.7)%
                                        ==========    ==========
Other income, net:
 Other income                           $       18    $       40         (55.0)%
                                        ==========    ==========
Effective income tax rate                     39.0%         35.0%
                                        ==========    ==========

(1) See Discontinued Operations discussion below.

      Interest expense decreased in first quarter of 2002 from first quarter of
2001 as a result of the scheduled repayment of long-term debt.

      Interest income was relatively unchanged in the first quarter of 2002 from
first quarter of 2001 as lower income earned on invested cash was largely offset
by accrued income relating to the Preferred Security and Revolver. The lower
income earned on invested cash was a result of higher invested balances offset
by significantly lower interest rates.

      The Company's effective income tax rate increased from 35% in fiscal 2001
to 39% in fiscal 2002. The fiscal 2001 rate was positively impacted by the
reversal of balance sheet accruals related to various income tax matters.


                                       22
<PAGE>

Discontinued Operations

      In July 2001, the Company announced it had provided TRU Retail, Inc., the
predecessor legal entity of Prints Plus, Inc. ("Prints Plus") with a $6.4
million revolving line of credit. The Company further announced the completion
of the sale of its Wall Decor segment for $16.0 million. The sales price
reflected the receipt of $11.0 million in a Preferred Security of Prints Plus,
approximately $4.0 million in cash, other consideration netting to $1.0 million
and the assumption of certain liabilities including the ongoing guarantee of
certain operating real estate leases. The sales price was subject to final
post-closing adjustments.

      Subsequently, in January 2002, the Preferred Security decreased due to the
optional redemption of $1.0 million of the security by Prints Plus, and, in
first quarter of 2002, by a final post-closing adjustment of $147,000 to the
security reflecting a decrease in the final sales price. These two events, when
offset by the accrued interest income of $276,000 that is also reflected in the
value of the Preferred Security, resulted in a balance on April 27, 2002 of
$10.1 million. For first quarter of 2002, interest income earned on the
Preferred Security was $207,000.

      Borrowings under the revolving line of credit extended to Prints Plus were
$1.9 million as of April 27, 2002. For first quarter of 2002, interest income
earned on this revolving line of credit by the Company was $25,000.

      Due to the Company's continuing financial interest in Prints Plus, the
Company is required to follow a modified equity method of accounting, which
requires cumulative losses incurred by Prints Plus be reflected in the Company's
financials as a valuation allowance and corresponding charge to income. Due to
Prints Plus' unaudited net earnings from July 22, 2001 to April 27, 2002 of $1.4
million and, as Prints Plus is meeting the performance standards established
under the covenants of the Preferred Security and revolving line of credit, no
valuation allowance has been recorded as of April 27, 2002.

      Further, if Prints Plus defaults on certain operating real estate leases,
the Company has guaranteed monthly lease payments over the remaining life of
these leases. As of April 27, 2002, the maximum future obligation to the Company
would be $19.6 million before any negotiation with landlords or subleasing.
Based on scheduled lease payments, the maximum future obligations will decrease
annually by approximately $5.4 million to $4.8 million during the next three
years. To recognize the risk associated with these leases and based on the
Company's past experience with renegotiating lease obligations, a $1.0 million
reserve was established in 2001. At April 27, 2001, the Company had made no
further allowances for defaults under these operating


                                       23
<PAGE>

leases as, in the opinion of management, Prints Plus is meeting the performance
standards established under the operating leases.

      For further detailed information regarding risk, see Item 7. "Management's
Discussion and Analysis of Financial Condition and Results of
Operation-Liquidity, Capital Resources and Financial Condition-Risk and Critical
Accounting Policies," in the Company's Annual Report on Form 10-K for fiscal
year ended February 2, 2002.

LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL CONDITION

Operating Activities

      Net cash used in operating activities in first quarter of 2002 of $569,000
decreased $1.5 million from the $2.1 million recorded in first quarter of 2001
due to improvements in working capital.

Investing Activities

      Net cash used in investing activities in first quarter of 2002 of $912,000
reflect a $1.4 million decrease from the first quarter of 2001 level as lower
levels of capital expenditures were only slightly offset by seasonal increases
in the Loan Receivable of Prints Plus and changes in investments held by the
Rabbi Trust. The seasonal increase is due to the normal post-Christmas slowdown
in Prints Plus' business and the resulting increase in its borrowings under the
Revolver from year-end.

Financing Activities

      Financing activities were relatively unchanged in first quarter 2002
compared to first quarter 2001. As discussed in the Company's Annual Report
10-K/A, in April 2002, the Company amended its Revolving Facility to adjust the
minimum consolidated earnings before income taxes, depreciation and amortization
covenant. The Company is in compliance with all covenants as amended as of April
27, 2002 and expects to be in compliance with all covenants this year.

Cash Flows

      Cash flows from operations and cash and cash equivalents on hand represent
the Company's expected source of funds in fiscal year 2002 for planned capital
expenditures of approximately $18 million, scheduled principal payments on
long-term debt of $8.6 million, normal business operations and dividends to
shareholders. With the exception of letters of credit used to support the
Company's self-insurance program and operating leases, the Company does not use
off-balance sheet arrangements to finance business activities.


                                       24
<PAGE>

Financial Condition

      Assets of the Company decreased 1.4% in first quarter of 2002 from
year-end 2001 due primarily to an ordinary-course decrease in net property and
equipment resulting from depreciation charges, partially offset by the seasonal
post-Christmas changes in accounts receivable. Liabilities of the Company
decreased 1.6% primarily as a result of seasonal decreases in accrued employment
costs and other liabilities. Stockholders' equity was relatively unchanged as
first quarter 2002 net earnings and increases in additional paid-in capital that
resulted from issuing shares of stock under various stock-based compensation
plans were offset by the payment of dividends to stockholders.

Strategic Planning Initiatives

      On June 4, 2002, the Company announced that its Board of Directors had
approved management's recommendation for the recently completed strategic
planning process. For additional information on the Company's strategic
initiatives, refer to the Company's Form 8-K filed on June 4, 2002.


                                       25
<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      Market risks relating to the Company's operations result primarily from
changes in interest rates and changes in foreign exchange rates. The Company's
debt obligations have primarily fixed interest rates; therefore, the Company's
exposure to changes in interest rates is minimal. The Company's exposure to
changes in foreign exchange rates relate to the Canadian operations and are also
minimal as these operations constitute 6.6% of the Company's total assets and
6.2% of the Company's total sales.


                                       26
<PAGE>

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        a) EXHIBITS

           The following exhibits are being filed as part of this Report:

           Exhibit 3.8   - Second Amendment to CPI Corp.
                            Employees Profit Sharing Plan and
                            Trust (As Amended and Restated
                            Effective January 1, 1998)

           Exhibit 10.51 - 3rd amendment to Sears contract

           Exhibit 10.52 - Amendment to Deferred Compensation
                            and Retirement Plan for Non-Management
                            Directors (Amended and Restated as of
                            January 28, 2000)

           Exhibit 11.0  - Computation of Earnings per Common Share

           Exhibit 99.1  - Certification Pursuant to 18 U.S.C.
                            Section 1350, as Adopted Pursuant to
                            Section 906 of the Sarbanes-Oxley
                            Act of 2002 by Chief Executive Officer

           Exhibit 99.2  - Certification Pursuant to 18 U.S.C.
                            Section 1350, as Adopted Pursuant to
                            Section 906 of the Sarbanes-Oxley
                            Act of 2002 by Chief Financial Officer

         b) REPORTS ON FORM 8-K

            -  On February 7, 2002, CPI Corp. filed an 8-K Current Report
               announcing the issuance of a press release dated February 4, 2002
               reporting the declaration of the first quarter dividend and the
               election of J. David Pierson to the position of President. The
               Company also announced Jack Krings had been appointed President
               of the Company's Sears Portrait Studio Division.

            -  On April 8, 2002, CPI Corp. filed an 8-K Current Report
               announcing the issuance of two press releases. The first press
               release, dated April 4, 2002, announced the hiring of Gary W.
               Douglass to the position of Executive Vice President, Finance and
               Chief Financial Officer of the Company, effective April 8, 2002.
               The second press release, dated April 5, 2002, announced FY 2001
               financial results.


                                       27
<PAGE>

                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                         CPI Corp.
                                       (Registrant)

                             By:  /s/ Gary W. Douglass
                                  ---------------------------
                                   Gary W. Douglass
                                   Executive Vice President,
                                   Finance and Chief Financial
                                   Officer (Principal Accounting
                                   and Financial Officer)

Dated: May 15, 2003


                                       28
<PAGE>

CERTIFICATION PURSUANT OT SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, J. David Pierson, certify that:

      1. I have reviewed this quarterly report on Form 10-Q/A of CPI Corp.;

      2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

      3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

Date: May 12, 2003

                           /s/ J. David Pierson
                           ------------------------------
                               J. David Pierson
                               Chief Executive Officer


                                       29

<PAGE>

CERTIFICATION PURSUANT OT SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gary W. Douglass, certify that:

      1. I have reviewed this quarterly report on Form 10-Q/A of CPI Corp.;

      2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

      3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

Date: May 12, 2003

                           /s/ Gary W. Douglass
                           ------------------------------
                               Gary W. Douglass
                               Chief Financial Officer


                                       30

<PAGE>

                                   CPI CORP.

                                  EXHIBIT INDEX

                   (PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)

                                                                            Page
                                                                            ----

Exhibit 3.8   - Second Amendment to CPI Corp. Employees
                 Profit Sharing Plan and Trust (As Amended
                 and Restated Effective January 1, 1998)                      32

Exhibit 10.51 - Third Amendment to Sears contract                             33

Exhibit 10.52 - Amendment to Deferred Compensation and
                 Retirement Plan for Non-Management
                 Directors (Amended and Restated as of
                 January 28, 2000)                                            34

Exhibit 11.0  - Computation of Earnings per Common Share                   35-36

Exhibit 99.1  - Certification Pursuant to 18 U.S.C.
                 Section 1350, as Adopted Pursuant to
                 Section 906 of the Sarbanes-Oxley
                 Act of 2002 by Chief Executive Officer                       37

Exhibit 99.2  - Certification Pursuant to 18 U.S.C.
                 Section 1350, as Adopted Pursuant to
                 Section 906 of the Sarbanes-Oxley
                 Act of 2002 by Chief Executive Officer                       38


                                       31