EXHIBIT 10.28




             REVOLVING CREDIT NOTE - MERCANTILE BANK, N.A.









































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REVOLVING CREDIT NOTE - $22,000,000.00

St.Louis, Missouri
April 28, 1998

     FOR VALUE RECEIVED, on the last day of the Revolving Credit
Period, the undersigned, CPI CORP., a Delaware corporation
("Borrower"), hereby promises to pay to the order of MERCANTILE
BANK NATIONAL ASSOCIATION ("Bank"), the principal sum of Twenty-Two
Million Dollars ($22,000,000.00), or such lesser sum as may then
constitute the aggregate unpaid principal amount of all Revolving
Credit Loans made by Bank to Borrower pursuant to the Revolving
Credit Agreement referred to below.  The aggregate principal amount
of Revolving Credit Loans which Bank shall be committed to have
outstanding hereunder at any time shall not exceed Twenty-Two
Million Dollars ($22,000,000.00), which amount may be borrowed,
paid, reborrowed and repaid, in whole or in part, subject to the
terms and conditions hereof and of the Revolving Credit Agreement
referred to below.  Borrower further promises to pay to the order
of Bank interest on the aggregate unpaid principal amount of such
Revolving Credit Loans on the dates and at the rate or rates
provided for in the Revolving Credit Agreement.  All such payments
of principal and interest shall be made in lawful currency of the
United States in Federal or other immediately available funds at
the office of Mercantile Bank National Association, 721 Locust
Street, St. Louis, Missouri 63101.

     All Revolving Credit Loans made by Bank and all repayments of
the principal thereof shall be recorded by Bank on its books and
records.  Bank's books and records showing the account between Bank
and Borrower shall be admissible in evidence in any action or
proceeding and shall constitute prima facie proof of the items
therein set forth.

     This Note is one of the "Notes" referred to in the Revolving
Credit Agreement dated June 16, 1997, by and among Borrower, the
banks listed on the signature pages thereof and Mercantile Bank
National Association, as agent (as the same may from time to time
be amended, modified, extended or renewed, the "Revolving Credit
Agreement").  The Revolving Credit Agreement, among other things,
contains provisions for acceleration of the maturity hereof upon
the occurrence of certain stated events and also for prepayments on
account of principal hereof and interest hereon prior to the
maturity hereof upon the terms and conditions specified therein. 
All capitalized terms used and not otherwise defined in this Note
shall have the respective meanings ascribed to them in the
Revolving Credit Agreement.





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     Upon the occurrence of any Event of Default under the
Revolving Credit Agreement, Bank's obligation to make additional 
Revolving Credit Loans under this Note may be terminated in the 
manner and with the effect as provided in the Revolving Credit
Agreement and the entire outstanding principal balance of this Note
and all accrued and unpaid interest thereon may be declared to be
immediately due and payable in the manner and with the effect as
provided in the Revolving Credit Agreement.

     In the event that any payment due hereunder shall not be paid
when due, whether by reason of maturity, acceleration or otherwise,
and this Note shall be placed in the hands of an attorney or
attorneys for collection, or if this Note shall be placed in the
hands of an attorney or attorneys for representation of Bank in
connection with bankruptcy or insolvency proceedings relating
hereto, Borrower hereby agrees to pay to the order of Bank, in
addition to all other amounts otherwise due hereon, the costs and
expenses of such collection and representation, including, without
limitation, reasonable attorneys' fees and expenses (whether or not
litigation shall be commenced in aid thereof).  Borrower hereby
waives presentment for payment, demand, protest, notice of protest
and notice of dishonor.

     This Note shall be governed by and construed in accordance
with the substantive laws of the State of Missouri (without
reference to conflict of law principles).

     This Note is an amendment, restatement and continuation of
that certain Revolving Credit Note of Borrower dated June 16, 1997,
and payable to the order of Bank in the principal amount of
$17,000,000.00 (the "Original Note") and not a novation thereof.
All interest evidenced by the Original Note shall continue to be
due and payable until paid.  Upon delivery of the original of this
Note by Borrower to Bank, the Original Note shall be deemed
cancelled by amendment and restatement and of no further force or
effect and shall be promptly returned to Borrower marked "Replaced
by Revolving Credit Note dated April 28, 1998."

CPI CORP.


By:      /s/  Barry Arthur
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Title:   CFO/Treasurer/Executive Vice President Finance