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

                                         Twelve Weeks Ended
                                   ----------------------------
                                   July 20,2002   July 21, 2001
                                   ------------   -------------
Diluted:
 Net loss applicable to common
  shares                           $  (538,340)   $ (1,120,140)
                                   ============   =============
Shares:
 Weighted average number of
  common shares outstanding         18,275,894      18,031,855
 Shares issuable under employee
  stock plans-weighted average               -*             -**
 Dilutive effect of exercise of
  certain stock options                      -*             -**
 Less: Treasury stock-weighted
  average                          (10,238,303)    (10,241,321)
                                   ------------   -------------
Weighted average number of common
 and common equivalent shares
 outstanding                         8,037,591       7,790,534
                                   ============   =============
Net loss per common and common
 equivalent shares                 $     (0.07)   $      (0.14)
                                   ============   =============

* 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.













32

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

                                     Twenty-four Weeks Ended
                                   ----------------------------
                                   July 20,2002   July 21, 2001
                                   ------------   -------------
Diluted:
 Net loss applicable to common
  shares                           $  (467,216)   $ (1,078,724)
                                   ============   =============
Shares:
 Weighted average number of
  common shares outstanding         18,273,624      17,981,966
 Shares issuable under employee
  stock plans-weighted average               -*             -**
 Dilutive effect of exercise of
  certain stock options                      -*             -**
 Less: Treasury stock-weighted
  average                          (10,238,303)    (10,241,688)
                                   ------------   -------------
Weighted average number of common
 and common equivalent shares
 outstanding                         8,035,321       7,740,278
                                   ============   =============
Net loss per common and common
 equivalent shares                 $     (0.07)   $      (0.14)
                                   ============   =============


* 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.













33
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

                                          Twelve Weeks Ended
                                    ----------------------------
                                    July 20, 2002  July 21, 2001
                                    -------------  -------------
Basic:
 Net loss applicable to common
  shares                            $   (538,340)  $ (1,120,140)
                                    =============  =============
Shares:
 Weighted average number of common
  shares outstanding                  18,275,894     18,031,855
 Less: Treasury stock-weighted
  average                            (10,238,303)   (10,241,321)
                                    -------------  -------------
Weighted average number of common
 and common equivalent shares
 outstanding                           8,037,591      7,790,534
                                    =============  =============
Net loss per common and common
 equivalent shares                  $      (0.07)  $      (0.14)
                                    =============  =============
                                       Twenty-four Weeks Ended
                                    ----------------------------
                                    July 20, 2002  July 21, 2001
                                    -------------  -------------
Basic:
 Net loss applicable to common
  shares                            $   (467,216)  $ (1,078,724)
                                    =============  =============
Shares:
 Weighted average number of
  common shares outstanding           18,273,624     17,981,966
  Less: Treasury stock-weighted
   Average                           (10,238,303)   (10,241,688)
                                    -------------  -------------
Weighted average number of common
 and common equivalent shares
 outstanding                           8,035,321      7,740,278
                                    =============  =============
Net loss per common and common
 equivalent shares                  $      (0.06)  $      (0.14)
                                    =============  =============
34