EXHIBIT

| CPI Corp.                                               |
|---------------------------------------------------------|
| Computation of Per Common Share Income (Loss) - Diluted |
| (Unaudited)                                             |

| in thousands, except share and per share data             |   | 12 Weeks Ended |       |   | 24 Weeks Ended |   |
|-----------------------------------------------------------|--------|----------------|------------|--------|----------------|--------|
|                                                      |   | July 24, 2010  |       |   | July 25, 2009  |   |   | July 24, 2010 |   |   | July 25, 2009 |   |
| Diluted:                                                  |   |           |       |   |           |   |   |   |   |   |   |   |
| Net income (loss) applicable to common shares             |   | $              | (1,817     | )      |           | $      | (3,429 | ) |   | $ | 4,723 |   |   | $ | (1,099 | ) |
|                                                      |   |           |       |   |           |   |   |   |   |   |   |   |   |   |   |   |
| Shares:                                                   |   |           |       |   |           |   |   |   |   |   |   |   |   |   |   |   |
| Weighted average number of common shares outstanding      |   |           | 9,452,312  |   |           |   | 9,180,835 |   |   |   | 9,377,597 |   |   |   | 9,390,707 |   |
| Dilutive effect of exercise of certain stock options      |   |           | -          | *      |           |   | - | ** |   |   | 907 |   |   |   | - | *** |
| Less: Treasury stock - weighted average                   |   |           | (2,133,566 | )      |           |   | (2,175,591 | ) |   |   | (2,129,186 | ) |   |   | (2,413,686 | ) |
|                                                      |   |           |       |   |           |   |   |   |   |   |   |   |   |   |   |   |
| Weighted average number of common and common              |   |           |       |   |           |   |   |   |   |   |   |   |   |   |   |   |
| equivalent shares outstanding                             |   |           | 7,318,746  |   |           |   | 7,005,244 |   |   |   | 7,249,318 |   |   |   | 6,977,021 |   |
|                                                      |   |           |       |   |           |   |   |   |   |   |   |   |   |   |   |   |
| Net income (loss) per common and common equivalent shares |   | $              | (0.25      | )      |           | $      | (0.49 | ) |   | $ | 0.65 |   |   | $ | (0.16 | ) |
|                                                      |   |           |       |   |           |   |   |   |   |   |   |   |   |   |   |   |

|   | *      | The effect of stock options in the amount of 103,016 shares was not considered as the effect is antidilutive. |
|--------|--------|---------------------------------------------------------------------------------------------------------------|
|   |   |
|   | **     | The effect of stock options in the amount of 35,895 shares was not considered as the effect is antidilutive.  |
|   |   |
|   | ***    | The effect of stock options in the amount of 17,948 shares was not considered as the effect is antidilutive.  |