(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)

EXHIBIT 3.8

               SECOND AMENDMENT TO CPI CORP.
           EMPLOYEES PROFIT SHARING PLAN AND TRUST

     As Amended and Restated Effective January 1, 1998)
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     Pursuant to the provisions of Section 14.1 of Article XIV of
the CPI Corp. Employees Profit Sharing Plan and Trust (the
"Plan"), and pursuant to resolutions of the Profit Sharing Plan
Committee, the Plan is hereby amended in the following respects
effective as of the dates stated in this Amendment.

     The restatement of the Plan effective January 1, 1998
incorporated most of the applicable requirements of the Uniformed
Services Employment and Reemployment Rights Act of 1994, the
Small Business Job Protection Act of 1996 and the Taxpayer
Relief Act of 1997.  The amendments made by this Second
Amendment are intended to bring the Plan into compliance with
the remaining "GUST" amendments and as good faith compliance
with the applicable requirements of the Economic Growth and
Tax Relief Reconciliation Act of 2001.

         1.  PARAGRAPH (i) OF SECTION 1.3 is amended by
deleting the existing subparagraphs (ii) and (iii) and
substituting the following new subparagraphs(ii) and (iii):

    (ii) Compensation shall also include amounts
         contributed on behalf of an Employee pursuant to a
         salary reduction agreement to this Plan or to any
         other cash or deferred arrangement under Section 401(k)
         of the Code, simplified employee pension under
         Section 408(k) of the Code, tax sheltered annuity under
         Section 403(b) of the Code, a cafeteria plan
         under Section 125 of the Code and/or, for Plan Years
         beginning after 2000, qualified transportation
         fringe under Section 132(f)(4) of the Code.  Except as
         provided in the preceding sentence, all
         contributions to this Trust and any contribution or
         payment to any other trust, fund or plan providing
         retirement, pension, profit sharing, health, welfare,
         death, insurance or similar benefits shall not
         be included in Compensation.

   (iii) The Compensation of any Participant taken
         into account under the Plan for any Plan Year commencing
         before 2002 shall not exceed ($150,000 (as
         indexed for cost of living adjustments provided for
         under the Code (the "Annual Maximum"). For any
         Plan Year commencing after 2001, the Annual Maximum
         shall be $200,000 (as adjusted for cost of
         living increases in accordance with Section 401(a)(17)
         of the Code).

     2.   For Plan Years beginning after 2000, PARAGRAPH (k) OF
SECTION 1.3 is amended by inserting Section 132(f)(4) in the
first parenthetical in clause (i) in the third sentence.

     3.   For Plan Years beginning after 2001, PARAGRAPH (p) OF
SECTION 1.3 is amended in its entirety to read as follows:

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         (p) KEY EMPLOYEE:  For Plan Years beginning after 2001,
     any Employee or former Employee (including any deceased
Employee) who at any time during the Plan Year that includes the
determination Date was:

             (i) An officer of the Employer having Compensation
         from the Employer for such Plan Year in excess of
         $130,000 (as adjusted under Section 416(i)(1) of the
         Code for Plan Years beginning after 2002);

             (ii) a 5% owner of the Company or any Affiliate; or

            (iii) a 1% owner of the Company or any Affiliate
         having annual Compensation from the Employer in excess
         of $150,000.

     For purposes of subparagraph (i) above, no more than 50
     Employees or, if lesser, the greater of 3 or 10% of the
     Employees) shall be treated as officers.  The Beneficiary of
     a Key Employee is also a Key Employee.  The determination of
     who is a Key Employee shall be made in accordance with
     Section 416(i)(1) of the Code and the Regulations
     thereunder.

     4.   Effective April 1, 2002, PARAGRAPH (b) OF SECTION 4.1
is amended by substituting 25% for 15% as the maximum percentage
of Compensation Participants may elect to have contributed to the
Plan as pre-tax contributions.

     5.   SECTION 4.11, MULTIPLE USE OF ALTERNATIVE LIMITATIONS,
is deleted for Plan Years beginning after 2001, and the following
new Section 4.11 substituted in its place:

     SECTION 4.11.  CATCH-UP CONTRIBUTIONS.  Effective for Plan
Years beginning after 2001, each Participant who has attained age
50 before the close of the Plan Year shall be eligible to elect
to have pre-tax catch-up contributions made to the Plan on a
salary reduction basis in accordance With and subject to the
limitations of Section 414(v) of the Code. Such catch-up
contributions shall not be taken into account for purposes of
the maximum pre-tax contribution limit prescribed in Section 4.8
or the limit on Annual Additions prescribed in Section 5.4. In
addition, the Plan shall not be treated as failing to satisfy
the nondiscrimination requirements of Section 4.9, the top-heavy
provisions of Article XVIII or the coverage requirements of
Section 410(b) of the Code by reason of the making of such
contributions. Catch-up contributions made pursuant to this
Section 4.11 shall be included with the Participant's pre-tax
contributions made pursuant to Section 4.1 in determining the
amount of the Company's matching contribution under Section 4.2.

     6.  SECTION 5.4 is amended by deleting the first two
sentences following paragraph (i) of said Section and
substituting the following three new sentences:

Notwithstanding any other provision contained herein, the
total Annual Addition made to the account of a Participant for
any  Limitation Year beginning after 1994 and before 2002 shall
not exceed the lesser of (a) $30,000 (indexed for cost of living
adjustments provided for under Section 415(d) of the Code), or
(b) 25% of the Participant's Compensation for such year.  Except
to the

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extent permitted under Section 4.11 and Section 414(v) of the
ode, the total Annual Addition made to the account of a
Participant for any Limitation Year beginning after 2001 shall
not exceed the lesser of (x) $40,000 (as adjusted for increases
in the cost of living under Section 415(d) of the Code) or (y)
100% of the Participant's Compensation for such year, and the
Compensation limit referred to in (y) shall not apply to any
contribution for medical benefits after separation from service
(within the meaning of Section 401(h) or Section
419A(f)(2) of the Code) which is otherwise treated as an Annual
Addition.  In addition, if a Participant in this Plan also
participates or at any time participated in a Defined Benefit
Plan maintained by the Employer, the sum of the Defined Benefit
Plan  Fraction and the Defined Contribution Plan Fraction, both
computed as of the close of the Limitation Year, shall not
exceed 1.0; provided, however, that this sentence shall not
apply in Limitation Years beginning after 1999.

     7.   SECTION 8.1 is amended by deleting all of the sentences
following paragraph (b) of said Section and substituting the
following new sentences:

To the extent the distribution qualifies as an Eligible Rollover
Distribution (as defined below), the Participant may also elect
to have a portion or all of such  distribution paid in the form
of a direct rollover to another Eligible Retirement Plan (as
defined below) designated by the Participant in accordance with
the provisions of Section 402 of the Code and Section 401(a)(31)
ofthe Code.  An Eligible Rollover Distribution shall mean any
distribution of all or any portion of a Participant's Accrued
Benefit other than:  (i) A distribution that is 1 in a series of
substantially equal periodic payments made for the life (or life
expectancy) of the Participant or joint lives (or joint life
expectancy) of the Participant and his designated
Beneficiary, or for a specified period of 10 years or more;
(ii) any portion of a distribution required under Section 8.6,
Section 8.7 or Section 8.8 of the Plan; (iii) any portion of a
distribution that is not includible in gross income (determined
without regard to the exclusion for net unrealized appreciation
with respect to Qualifying Employer Securities); (iv) any
hardship distribution described in Section 401(k)(2)(B)(i)(IV) of
the Code paid after 1998; and (v) any other distribution of less
than $200 during a year.  An Eligible Retirement Plan shall mean
an individual retirement account described in Section 408(a) of
the Code, an individual retirement annuity described in
Section 408(b) of the Code, an annuity plan described in Section
403(a) of the Code, or a qualified trust described in Section
401(a) of the Code.  For distributions made after 2001, the
definition of Eligible Retirement Plan shall also include an
annuity contract described in Section 403(b) of the Code and an
eligible plan under Section 457(b) of the Code which is
maintained by a state, political subdivision of a state, or any
agency or instrumentality of state or political
subdivision of a state and which agrees to separately account
for amounts transferred into such plan from this Plan.  In
addition, any portion of a distribution made after 2001
consisting of after-tax contributions made by the Participant to
the Plan may be included as part of an Eligible Rollover
distribution, but such after-tax amounts may only be transferred
to an individual retirement account or annuity described in
Section 408(a) or (b) of the Code, or to a qualified defined
contribution plan described in Section 401(a) or Section 403(a)
of the Code, that agrees to separately account for amounts so
transferred, including separately accounting for the portion of
such distribution which is includible in gross income and the
portion of such distribution which is not so includible.

     8.  PARAGRAPH (d) OF SECTION 8.2 is amended by adding the
following new sentence at the end thereof:

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Notwithstanding the preceding sentence, for distributions
made after 2001, a Beneficiary who is the surviving spouse of a
Participant or a former spouse who is an Alternate Payee may
elect  a direct rollover to any Eligible Retirement Plan
described in paragraph (c) of Section  8.1.

     9.   SECTION 8.4 is amended by adding the following new
sentence at the end thereof:

Notwithstanding the preceding provisions of this Section 8.4 and
the provisions of Section 8.3 and paragraph c) of Section 8.2,
for distributions made after October 17, 2000, if the
Participant's vested Accrued Benefit at the time of distribution
does not exceed $5,000, such benefit may be distributed without
the consent of the Participant (or the consent of the surviving
spouse if the Participant is deceased), whether or not the
Participant's Accrued Benefit at some previous time exceeded
$5,000.

     10.  SECTION 8.10 is amended by modifying subparagraph (e)
and adding the following new subparagraph (f):

          (e) the hardship of the Participant as described
       in Section 8.11; or

          (f) for distributions made in Plan Years beginning
        after 2001, the Participant's severance from
        employment (whether or not the Participant had a
        separation from service and whether or not the severance
        from employment occurred prior to 2002).

     11.  PARAGRAPH (c) OF SECTION 8.11 is amended by deleting
subparagraph(ii) and substituting the following new subparagraph
(ii):

        (ii) all contributions made on behalf of the Participant
     pursuant to 1 or more salary reduction agreements and all
     nondeductible Employee contributions to all qualified plans
     maintained by the Employer are suspended for 12 months
     after the Participant's receipt of any hardship distribution
     in Plan Years beginning before 2002, and suspended for 6
     months after the Participant's receipt of any hardship
     distribution in Plan Years beginning after 2001;

     12.  A new SECTION 8.15 is added to the Plan to read in
its entirety as follows:

         SECTION   8.15.  NEW REQUIRED MINIMUM DISTRIBUTION
REGULATIONS. Effective for distributions after calendar year
2000, the Plan will apply the minimum distribution requirements
of Section 401(a)(9) of the Code in accordance with the
Regulations under Section 401(a)(9) that were proposed in January
2001, notwithstanding any provision of the Plan to the contrary.
This provision shall continue in effect until the end of the last
calendar year beginning before the effective date of
final Regulations under Section 401(a)(9) or such other date
specified in guidance published by the Internal Revenue Service.

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         PARAGRAPH (a) OF SECTION 18.1 is amended by adding the
following new sentence at the end thereof:

         For Plan Years commencing after 2001, in determining the
         Accrued Benefit or the present value of the cumulative
         accrued benefit in one or more defined benefit plans for
         any Employee or Former Employee, (i) such Accrued
         Benefit and present value shall be increased by the
         aggregate distributions made with respect to such
         Employee under this Plan (and under any other plan or
         terminated plan of the Employer with respect to the
         determination of a Top-heavy Group) during the 1-year
         period ending on the Determination Date, provided,
         however, that in the case of a distribution made for any
         reason other than separation from service, death, or
         disability, this provision shall be applied by
         substituting "5-year period" for "1-year period," and
         (ii) such Accrued Benefit and present value of an
         Employee who is a Non-key Employee but who was a Key
         Employee in a prior year, or of any former Employee who
         has performed no services for the Employer at any time
         during the 1-year period ending on the Determination
         Date, shall not be taken into account.

     14.  SECTION 18.3 is amended by adding the following new
sentence at the end thereof:

Notwithstanding the preceding sentence, Company matching
contributions allocated to any Non-key Employee for Plan Years
beginning after 2001 shall be taken into account for purposes of
determining whether the minimum contribution requirement of this
Section 18.3 is satisfied.

IN WITNESS WHEREOF, the Profit Sharing Plan Committee has
caused this instrument to be adopted on behalf of CPI Corp. this
27th day of February, 2002, effective as of the dates stated
herein.

                        CPI CORP.

                        By: /s/ Fran Scheper
                        -------------------------
                        Fran Scheper

                        Title:  Executive Vice President

                        For the Profit Sharing Plan Committee


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