UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington D.C.   20549

                           FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
    EXCHANGE ACT OF 1934

    For the quarterly period ended November 14, 1998

    OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
    SECURITIES EXCHANGE ACT OF 1934

    For the transition period from _________ to __________

                    Commission File No. 1-10204

                           CPI CORP.
    (Exact Name of Registrant as Specified In Its Charter)

                           DELAWARE
  (State or other jurisdiction of incorporation or organization)

                          43-1256674
             (I.R.S. Employer Identification No.)

       1706 WASHINGTON AVENUE, ST. LOUIS, MISSOURI  63103-1790
        (Address of principal executive offices)    (zip code)

                          (314) 231-1575
         (Registrant's telephone number, including area code)

                            NO CHANGE
               -------------------------------------
   (Former name or former address, if changed since last report)

     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
                                        -------     -------

     As of December 21, 1998 there were 9,829,729 shares of the
Registrant's common stock outstanding.  This quarterly report on
Form 10-Q contains 31 pages, of which this is page 1.

<PAGE>


                              PART 1
                       FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
ITEM 2.  MANAGEMENT'S DISCUSSIONS AND ANALYSES OF RESULTS OF
         OPERATIONS, FINANCIAL CONDITION AND CASH FLOW

MANAGEMENT'S DISCUSSION AND ANALYSIS - OVERVIEW
-----------------------------------------------

FISCAL YEARS
------------
The Company's fiscal year ends the first Saturday of February. 
Accordingly, fiscal year 1998 will end February 6, 1999 and
consist of 52 weeks while fiscal year 1997 ended February 7, 1998
and consisted of 53 weeks.  The third fiscal quarters of 1998 and
1997 consisted of sixteen-weeks and ended November 14, 1998 and
November 8, 1997, respectively.  

Throughout Management's Discussion and Analysis and the Notes to
the Interim Condensed Consolidated Financial Statements,
reference to 1998 and 1997 will mean the fiscal year end 1998 and
1997, respectively, and reference to third quarter 1998 and third
quarter 1997 will mean the third fiscal quarter of 1998 and 1997,
respectively. 

Due to the fifty-third week of 1997, third quarter 1998 had a
slow mid-summer week in July replaced by a strong holiday-season
week in November, making the direct comparison of both quarterly
and year-to-date information between 1998 and 1997 difficult.

JOINT VENTURE
-------------
On October 2, 1997, the Company sold its remaining 49% interest
in Fox Photo, Inc. ("Fox") to Eastman Kodak Company ("Kodak") for
a $43.9 million non-interest bearing promissory note (the
"Promissory Note") due on January 4, 1999 (the "Disposition
Transaction").  Due to the non-interest bearing nature of the
Promissory Note, a discount of $3.9 million was established and
is being amortized into income until the maturity of the
Promissory Note.  During the third quarters of 1998 and 1997,
$967,000 and $312,000, respectively, in amortization related to
the Promissory Note was recognized. In addition, $2.4 million and
$312,000 were recognized for the first three quarters of 1998 and
1997, respectively.  On a prospective basis, $2.8 million will be
recognized for all of 1998.  

As part of the Disposition Transaction, the Company entered into
a two-year Noncompetition and Nonsolicitation Agreement (the


                              2
<PAGE>


"Noncompete Agreement") with Fox under which the Company agreed
not to engage in the retail photofinishing business and, subject
to certain exceptions, not to employ Fox employees without
consent.  The Company received a $10.0 million cash consideration
for entering into the Noncompete Agreement, which is being
amortized into income over the two-year period of the agreement. 
Accordingly, the Company recognized $1.5 million and $522,000 of
income during the third quarter of 1998 and 1997, respectively. 
For the first three quarters of 1998 and 1997, $3.8 million and
$522,000 was recognized from the amortization of the Noncompete
Agreement.  Prospectively, the Company will recognize $5.0
million and $3.2 million in amortization, respectively, in fiscal
years 1998 and 1999.

In conjunction with the dissolution of the joint venture, the 
Company and Fox terminated the Consulting Agreement as of October
2, 1997 and materially reduced the Service Agreement during the
first quarter of 1998.  The Consulting Agreement and Service
Agreement were collateral agreements with Fox and Kodak under
which the Company provided certain administrative and management
services to Fox.

STOCK REPURCHASE
----------------
The Company's Board of Directors has authorized the Company to
purchase up to 4,500,000 shares of its outstanding common stock
through purchases at management's discretion from time to time at
acceptable market prices.  Under this authorization, as of
November 14, 1998, the Company has purchased 3,615,046 shares for
$80.9 million at an average share price of $22.37.  Acquired
shares are held as treasury stock and will be available for
general corporate purposes.

During the third quarter 1998, the Company purchased 240,000
shares of stock for $5.1 million at an average stock price of
$21.09.

In addition, in January 1998, the Company, as authorized by the
Board of Directors, completed a Dutch Auction tender offer by
purchasing 1,999,215 shares of the Company's common stock at
$23.00 per share for a total cost of $46.5 million.  

The weighted average shares outstanding have been adjusted to
reflect the changes in shares outstanding resulting from the
repurchase of the Company's common stock.

FORWARD-LOOKING STATEMENTS
--------------------------
The statements contained in this report which are not historical
facts are forward-looking statements that involve risks and 

                              3
<PAGE>


uncertainties.  Management wishes to caution the reader that
these forward-looking statements, such as the Company's outlook
for Sears Portrait Studios and Prints Plus, are not predictions;
actual events or results may differ materially as a result of
risks facing the Company.  Such risks include, but are not
limited to, the Company's ongoing ability to develop and
introduce attractive new products, the overall level of economic
activity in the Company's major markets, the effectiveness of
marketing activities of major competitors, manufacturing
interruptions, dependence on certain suppliers, fluctuations in
operating results, the attraction and retention of qualified
personnel, Year 2000 compliance issues and other risks as may be
described in the Company's filings with the Securities and
Exchange Commission, including its Form 10-K for the year ended
February 7, 1998.

YEAR 2000 ISSUE
---------------
The Year 2000 (Y2K) issue is primarily the result of computer
software and hardware using two digits rather than four to define
the applicable year.  For example, the year "00" may be
recognized as 1900 rather than 2000 and may result in computers
and computer applications failing or creating erroneous results. 

In reviewing Y2K issues, the Company has identified four areas of
concern:  

     1.)  the administrative offices and laboratories located
          in St. Louis, Missouri, Las Vegas, Nevada, Thomaston,
          Connecticut and Mississauga, Ontario (Canada) (referred
          to as "Home Office");
     2.)  the individual locations of the Photography segment,
          which operate under the name "Sears Portrait Studios,"
          (referred to as "SPS Field");
     3.)  the administrative support office and individual
          locations of the Wall Decor segment, which operate
          under the name "Prints Plus" (referred to as "Prints
          Plus.") and
     4.)  third party vendors or suppliers.  

Home Office
-----------
Due in part to Y2K issues in older systems, fully-compliant Y2K
basic operating and data-base systems were put in place in the
Home Office by the end of the first quarter of 1998.  In
addition, due to this change, all financial systems in the Home
Office were reviewed by year-end 1997 and new financial systems,
including Y2K compliance upgrades, were substantially installed
by the end of the third quarter of 1998 for an estimated cost of
$3.2 million.  An additional $178,000 will be spent by the end of
second quarter 1999 to complete the final changes to all
                              4
<PAGE>


financial systems.  Laboratory, telephone and physical plant
systems and equipment as well as all personal computers in the 
Home Office are being tested for Y2K issues and, after an
analysis of the test results is made, new or upgraded systems and
equipment will be obtained by mid-1999 at an estimated cost of
$460,000.

Sears Portrait Studio Field
---------------------------
In 1996, as part of the Company's on-going long-range planning
and development process, the Company began the process of
updating the point-of-sale system used in the Sears Portrait
Studio (SPS) Field operations.  Development of the new system,
which included Y2K compliance, continued through 1997 and,
starting in fourth quarter of 1998, the Company expects to
install the software and hardware for the new point-of-sale
system in the SPS Field locations.  Full implementation of the
new system is expected to be completed by mid-1999.  At the same
time the new point-of-sale system is rolled-out, upgrading of the
software used in the sales stations and camera rooms of the SPS
Field locations will be installed at negligible cost.

Prints Plus
-----------
Although the point-of-sale system utilized by Prints Plus
locations is Y2K compliant, the hardware used to operate the
system has not been tested.  Both the testing and upgrading of
the system hardware are expected to be completed by early 1999. 
In addition, the upgrading of all financial and merchandise
distribution systems utilized by Prints Plus is expected to be
completed by June 1999.  Total estimated cost for Y2K compliance
for all of Prints Plus is estimated to be $421,000.

Third Party
-----------
The Company has material relationships with several large
companies providing goods and services to the Photography and
Wall Decor segments:

     --Sears Roebuck and Company, the licensor of Sears 
       Portrait Studio, the Company's primary line of
       business;
     --Eastman Kodak Company, a provider of photographic
       film and paper, dye sublimation paper and related
       equipment and supplies;
     --Sony Corporation, a provider of dye sublimation
       paper and related equipment and supplies;
     --MCI, a telecommunications company which provides
       communication links between the Company and its 
       remote locations as well as telephone services 
       in the Home Office;
                              5
<PAGE>


     --United Parcel Services, Roadway Package Services
       and Airborne Express Services, companies which 
       handle the transportation of finished products 
       to and from the Home Office and individual
       locations;
     --Mercantile Bank N.A. of St. Louis and Harris Trust
       and Savings Bank, financial institutions which
       provide credit facilities and other banking services;
     --Prudential Insurance Company and the Guardian 
       Insurance Company, holders of the Company's senior
       debt.

All of these companies have published material indicating their
awareness of the Y2K issue and the steps they are taking to
remedy the problem.  However, although the Company does not
anticipate service interruptions from its major third party
suppliers and vendors, no assurance can be given that the Company
will not experience supply disruptions due to Y2K issues. 

Taking the above into consideration, while the Company has
already begun implementing changes as a result of its Y2K
assessment, a full assessment of the Y2K issues will not be
completed until the end of 1998.  After all changes are
implemented and testing of the new systems or related equipment
is completed, the Company will develop contingency plans for
possible Y2K compliance problems.  The Company expects to have
the contingency plans in place by November 1999.

MANAGEMENT'S DISCUSSION & ANALYSIS - RESULTS OF OPERATIONS
----------------------------------------------------------
<TABLE>

NET SALES (in thousands of dollars)
Sixteen-weeks Ended November 14, 1998 and November 8, 1997

<CAPTION>
                                 Sixteen-weeks Ended
                        ------------------------------------
                        Nov. 14,  Nov. 8,   Amount   Percent
                          1998     1997     Change   Change
                        -------  --------  --------  -------
<S>                    <C>       <C>       <C>
Portrait Studios       $106,171  $ 91,166  $ 15,005   16.5%
Wall Decor               17,834    16,990       844    5.0% 
                       --------  --------  --------    
     Total net sales   $124,005  $108,156  $ 15,849   14.7%
                       ========  ========  ========
</TABLE>



                              6
<PAGE>


<TABLE>
NET SALES (in thousands of dollars)
Forty-weeks Ended November 14, 1998 and November 8, 1997
<CAPTION>
                                 Forty-weeks Ended
                        ------------------------------------
                        Nov. 14,  Nov. 8,   Amount   Percent
                          1998     1997     Change   Change
                        -------  --------  --------  -------
<S>                    <C>       <C>       <C>
Portrait Studios       $224,646  $205,623  $ 19,023    9.3%
Wall Decor               43,710    41,201     2,509    6.1%
                       --------  --------  --------
     Total net sales   $268,356  $246,824  $ 21,532    8.7%
                       ========  ========  ========
</TABLE>
NET SALES
---------
As the previous tables indicate, total sales for the third
quarter and the first three quarters of 1998 increased over 1997
by 14.7% and 8.7%, respectively, reflecting increased sales in
both the Portrait Studios and Wall Decor segments.  However, if
the sixteen-week third quarter and forty-week first three
quarters of 1998 were matched on a calendar basis to the same
timeframe in 1997, due to the one-week shift in sales previously
discussed, the increase in sales would have been 7.8% and 5.3%
for the third and first three quarters of 1998, respectively.

Portrait Studios 1998 sales were up 16.5% and 9.3% from the third
quarter 1997 and first three quarters of 1997, respectively. 
Again of note, if a calendar match of weeks was made, third 
quarter 1998 sales would have been up 8.3% over the same
timeframe in 1997 and the first three quarters of 1998 sales
would have been up 5.3% over year-to-date sales in 1997.  Both
the quarterly and year-to-date increases in net sales are
attributable to improved customer traffic in the portrait studios
and higher average sales per customer due in part to price
increases and greater customer acceptance of various portrait
programs.  

Portrait Studios continued to show accelerating sales increases
for the third quarter and into the fourth quarter.  The Company
estimates sales for Portrait Studios for the 20-week period
ending December 12, 1998 to increase 11.5% over the comparable
calendar period of 1997.

Wall Decor 1998 sales were up 5.0% and 6.1% from the third
quarter 1997 and first three quarters of 1997, respectively. 
Both the quarterly and year-to-date increases in net sales


                              7
<PAGE>


reflected favorable customer responses to new products.  
<TABLE>
SELECTED FINANCIAL DATA
(in thousands of dollars except share and per share amounts)
Sixteen-weeks Ended November 14, 1998 and November 8, 1997
<CAPTION>
                                  Sixteen-weeks Ended           
                        -----------------------------------------
                         Nov. 14,   Nov. 8,    Amount    Percent
                           1998      1997      Change    Change 
                                                (Fav/(Unfav))
                        ---------  ---------  ---------  -------
<S>                     <C>        <C>        <C>        <C>    
Operating earnings
 (loss):
    Portrait Studios    $ 13,577   $ 10,209   $  3,368    33.0% 
    Wall Decor              (674)      (904)       230    25.4% 
                        ---------  ---------  ---------         
Total operating earnings  12,903      9,305      3,598    38.7% 
General corporate
 expenses                  4,879      3,992       (887)  (22.2%)
Interest in joint
 venture loss                 --      1,474      1,474   100.0% 
Interest expense           1,415      1,436         21     1.5% 
Interest income            1,104        725        379    52.3% 
Loss on sale of interest
 in Photofinishing 
 segment                      --      4,189      4,189   100.0% 
Other income               1,596        628        968   154.1% 
                        ---------  ---------  ---------         
Earnings (loss) before
 income taxes              9,309       (433)     9,742          
Income tax expense         3,258        292     (2,966)         
                        ---------  ---------  ---------         
Net earnings (loss)     $  6,051   $   (725)  $  6,776          
                        =========  =========  =========         
Net earnings (loss) per
 share:
    Diluted             $   0.59   $  (0.06)  $   0.65 
                        =========  =========  =========
    Basic               $   0.61   $  (0.06)  $   0.67 
                        =========  =========  =========
Weighted average number
 of shares outstanding
 (in thousands of 
 shares):
    Diluted               10,200     11,871     (1,671)
                        =========  =========  =========
    Basic                  9,961     11,871     (1,910)
                        =========  =========  =========
</TABLE>
                              8
<PAGE>


<TABLE>
SELECTED FINANCIAL DATA
(in thousands of dollars except share and per share amounts)
Forty-weeks Ended November 14, 1998 and November 8, 1997
<CAPTION>
                                   Forty-weeks Ended
                        ----------------------------------------
                         Nov. 14,   Nov. 8,    Amount    Percent
                           1998      1997      Change    Change 
                                                (Fav/(Unfav))   
                        ---------  ---------  ---------  -------
<S>                     <C>        <C>        <C>        <C>
Operating earnings
  (loss)
    Portrait Studios    $ 20,099   $ 19,873   $    226     1.1% 
    Wall Decor            (2,620)    (3,196)       576    18.0% 
                        ---------  ---------  ---------         
Total operating earnings  17,479     16,677        802     4.8% 
General corporate
 expenses                 10,056      9,898       (158)   (1.6%)
Interest in joint
 venture loss                 --      3,304      3,304   100.0% 
Interest expense           3,557      3,351       (206)   (6.1%)
Interest income            2,734      1,125      1,609   143.0% 
Loss on sale of interest
 in Photofinishing
 segment                      --      4,189      4,189   100.0% 
Other income               4,065        877      3,188   363.5% 
                        ---------  ---------  ---------         
Earnings (loss) before
 income taxes             10,665     (2,063)    12,728          
Income tax expense
 (benefit)                 3,733       (311)    (4,044)         
                        ---------  ---------  ---------         
Net earnings (loss)     $  6,932   $ (1,752)  $  8,684          
                        =========  =========  =========         
Net earnings (loss) per
 share:
    Diluted             $   0.68   $  (0.15)  $   0.83          
                        =========  =========  =========         
    Basic               $   0.70   $  (0.15)  $   0.85          
                        =========  =========  =========         
Weighted average number
 of shares outstanding
 (in thousands of 
 shares):
    Diluted               10,246     11,794     (1,548)
                        =========  =========  =========
    Basic                  9,963     11,794     (1,831)
                        =========  =========  =========
</TABLE>
                              9
<PAGE>


OPERATING EARNINGS
------------------
Primarily reflecting an increase in the Portrait Studios segment,
quarterly and year-to-date operating earnings for 1998 were up
38.7% and 4.8% from the third quarter 1997 and first three
quarters of 1997, respectively.

Portrait Studios operating earnings increased 33.0% and 1.1% for
the third quarter 1998 and first three quarters of 1998,
respectively, from 1997.  If operating earnings were adjusted to
show the effect of the one-week shift previously discussed,
operating earnings for both the third quarter and year-to-date
1998 would have been lower than those recorded in the same
timeframes in 1997.  This decrease in both the third quarter and
first three quarters operating earnings for the Portrait Studio
division is due to higher employment and employment related costs
which resulted from improving customer service.

If sales for the last eight weeks of the fiscal year maintain the
11.5% growth pace established during the third quarter 1998 and
first four weeks of the fourth quarter of 1998, total sales for
Portrait Studios will approach $324 million for the 52-week 1998
fiscal year compared to the $303.7 million recorded in the 53-
week 1997 fiscal year.  However, due to the increased costs
previously mentioned, the Company is estimating full-year
operating margins to be 1% to 2% of sales lower in 1998 than in
1997.

Wall Decor operating losses decreased for the third quarter and
first three quarters of 1998 from the third quarter and first
three quarters of 1997. Both the quarterly and year-to-date
changes in operating earnings reflect higher sales offset
slightly by higher employment and occupancy costs.

NET EARNINGS
------------
Net earnings before income taxes were $9.3 million in the third
quarter 1998 compared to third quarter 1997 net losses before
income taxes of $433,000.  In addition, year-to-date, net
earnings before income taxes were $10.7 million compared to $2.1
million in net losses before taxes recorded in the first three
quarters of 1997.  

For both the third quarter and year-to-date, improved earnings
resulted from an increase in operating earnings; an increase in
interest income, which reflected the imputed interest from the
Kodak Note receivable; an increase in other income, which
reflected the amortization of the Non-Compete Agreement; and the
absence of both the loss on sale of interest in the photo-
finishing segment and the Company's share of operating losses 
from the interest in the Fox joint venture.  For further 
                              10
<PAGE>


information regarding the effects of the dissolution of the joint
venture, see the Management's Discussion  and Analysis - Overview
section  entitled "Joint Venture." 

EARNINGS PER SHARE
------------------
On a diluted basis, earnings per share for both the third quarter
and the year-to-date reflected a reduction in the weighted
average shares outstanding primarily due to the repurchase of
stock through the Dutch Auction tender offer completed in January
1998 and subsequent shares repurchased in third quarter 1998.  In
addition, 1997 third quarter and year-to-date income taxes
reflected the impact of factors related to the disposition of the
Fox Photo joint venture.  

The aggregate of the first, second and third quarter diluted
earnings per share does not equal year-to-date earnings per share
due to the effect of outstanding stock options being antidilutive
in the first quarter and the change in weighted number of shares
outstanding.

MANAGEMENT'S DISCUSSION & ANALYSIS-FINANCIAL CONDITION AND CASH
---------------------------------------------------------------
FLOW
----
Total assets, total liabilities and stockholders' equity for
third quarter 1998 were relatively unchanged from year-end. 
However, stockholders' equity at the end of third quarter 1998
reflected a decrease from the same time last year as a result of
the Dutch Auction tender offer completed in January 1998 and
subsequent repurchase of stock in third quarter 1998.

The Company is capitalized by stockholders' equity, a $60.0
million long-term Debt Agreement and a $40.0 million Revolving
Credit Agreement.  The first principal payment on the Debt
Agreement will commence in 2001.  Borrowings under the Revolving
Credit Agreement for both the third quarter and first three
quarters of 1998 have been nominal.   

In April 1998, one of the three domestic banks that was involved
in the Company's Revolving Credit Agreement exited the market for
this type of loan agreement.  The two remaining banks elected to
increase their respective shares of the Revolving Credit
Agreement, leaving the amount unchanged.   

The Company believes it has sufficient liquidity and capital 
resources to meet planned capital expenditures, normal working
capital requirements and dividends to shareholders.  In addition,
the Company expects a substantial increase in liquidity in fourth
quarter 1998 as the $43.9 million Note Receivable from Eastman
Kodak is due in January 1999. 
                              11
<PAGE>


<TABLE>
CPI CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
(in thousands of dollars except share and per share amounts) 
Sixteen-weeks ended November 14, 1998 and November 8, 1997
<CAPTION>
                                         Sixteen-weeks Ended
                                       ------------------------
                                         Nov. 14,     Nov. 8,
                                           1998        1997   
                                       ------------ -----------
<S>                                    <C>          <C>
Net sales                              $   124,005  $  108,156 
Costs and expenses:
  Cost of sales (exclusive of
   depreciation expense shown below)        17,314      17,079 
  Selling, administrative and
   general expenses                         89,480      76,474 
  Depreciation                               8,867       8,598 
  Amortization                                 320         692 
                                       ------------ -----------
                                           115,981     102,843 
                                       ------------ -----------
Income from operations                       8,024       5,313 
Net interest expense                           311         711 
Interest in joint venture loss                   -       1,474 
Loss on sale of interest in Photo-
  finishing segment                              -       4,189 
Other income                                 1,596         628 
                                       ------------ -----------
Earnings (loss) before income taxes          9,309        (433)
Income tax expense                           3,258         292
                                       ------------ -----------
Net earnings (loss)                    $     6,051  $     (725)
                                       ============ ===========
Earnings (loss) per common share - 
  diluted                              $      0.59  $    (0.06)
                                       ============ ===========
Weighted average number of common
  and common equivalent shares 
  outstanding - diluted                 10,200,465  11,870,663
                                       ============ ===========
Earnings (loss) per common share - 
  basic                                $      0.61  $    (0.06)
                                       ============ ===========
Weighted average number of common
  and common equivalent shares 
  outstanding - basic                    9,960,810  11,870,663
                                       ============ ===========

<FN>
See accompanying notes to consolidated financial statements.

</FN>

</TABLE>













                              12
<PAGE>


<TABLE>
CPI CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED) 
(in thousands of dollars except share and per share amounts)
Forty-weeks ended November 14, 1998 and November 8, 1997
<CAPTION>
                                           Forty-weeks Ended
                                       ------------------------
                                         Nov. 14,     Nov. 8,
                                           1998        1997   
                                       -----------  -----------
<S>                                    <C>          <C>
Net sales                              $  268,356   $  246,824 
Costs and expenses:
  Cost of sales (exclusive of
   depreciation expense shown below)       39,404       41,433 
  Selling, administrative and
   general expenses                       198,407      175,792 
  Depreciation                             22,136       21,188 
  Amortization                                986        1,632 
                                       -----------  -----------
                                          260,933      240,045 
                                       -----------  -----------
Income from operations                      7,423        6,779 
Net interest expense                          823        2,226 
Interest in joint venture loss                  -        3,304 
Loss on sale of interest in Photo-
  finishing segment                             -        4,189
Other income                                4,065          877 
                                       -----------  -----------
Earnings (loss) before income taxes        10,665       (2,063)
Income tax expense (benefit)                3,733         (311)
                                       -----------  -----------
Net earnings (loss)                    $    6,932   $   (1,752)
                                       ===========  ===========
Earnings (loss) per common share-
  diluted                              $     0.68   $    (0.15)
                                       ===========  ===========
Weighted average number of common
  and common equivalent shares 
  outstanding - diluted                10,246,209   11,794,471
                                       ===========  ===========
Earnings (loss) per common share-
  basic                                $     0.70   $    (0.15)
                                       ===========  ===========
Weighted average number of common
  and common equivalent shares 
  outstanding - basic                   9,963,052   11,794,471
                                       ===========  ===========

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

</TABLE>














                             13
<PAGE>


<TABLE>

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

<CAPTION>
                            Nov. 14,      Nov. 8,      Feb. 7,
                              1998         1997         1998    
                          -----------  ------------  -----------
<S>                       <C>          <C>           <C>        
Current assets:
  Cash                    $      675   $     1,732   $    1,176 
  Short-term investments       9,572        33,624       14,117 
  Receivables less
   allowance of $491, $706
   and $291, respectively     22,734        21,543       11,665 
  Notes receivable            43,461        40,347       41,085 
  Inventories                 20,990        23,110       18,044 
  Prepaid expenses and
   other current assets        9,239        10,403        8,139 
  Deferred income taxes,
   net                           142             -          180 
  Refundable income taxes          -         2,644            - 
                          -----------  ------------  -----------
     Total current assets    106,813       133,403       94,406 
                          -----------  ------------  -----------
Net property and 
  equipment                  113,183       125,576      124,718 
Other assets:
  Intangible assets, net         636           674          665 
  Other long-term assets       8,269         4,805        8,972 
                          -----------  ------------  -----------
     Total assets         $  228,901   $   264,458   $  228,761 
                          ===========  ============  ===========

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












                              14
<PAGE>


<TABLE>

CPI CORP. INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS - 
LIABILITIES (UNAUDITED) 
(in thousands of dollars)

<CAPTION>
                            Nov. 14,      Nov. 8,      Feb. 7, 
                              1998         1997         1998   
                          -----------  ------------  ----------
<S>                       <C>          <C>           <C>       
Current liabilities:
  Current maturities of
   long-term obligations  $        -   $     1,250   $        -
  Accounts payable            18,797        18,121       13,565
  Accrued expenses and
   other liabilities          29,635        29,514       24,863
  Income taxes                 2,218             -        9,014
  Deferred income taxes,
   net                             -           301            -
                          -----------  ------------  ----------
    Total current 
     liabilities              50,650        49,186       47,442
                          -----------  ------------  ----------
Long-term obligations,
  less current maturities     59,547        59,798       59,482
Other liabilities             12,951        13,142       17,314
Deferred income taxes, net     3,905         6,727        2,431
                          -----------  ------------  ----------
     Total liabilities    $  127,053   $   128,853   $  126,669
                          -----------  ------------  ----------







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









                              15
<PAGE>

<TABLE>
CPI CORP. INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS -
STOCKHOLDERS' EQUITY (UNAUDITED) (in thousands of dollars except
share amounts)
<CAPTION>
                          Nov.14, 1998  Nov.8, 1997  Feb.7, 1998
                          ------------ ------------  -----------
<S>                       <C>          <C>           <C>
Stockholders' equity:
  Preferred stock, no par
   value, 1,000,000 shares
   authorized; no shares
   issued and outstanding          -             -            - 
  Preferred stock, Series 
   A, no par value                 -             -            - 
  Common stock, $0.40 par 
   value, 50,000,000 
   shares authorized; 
   17,693,990, 17,482,495 
   and 17,499,137 shares 
   outstanding at Nov. 14,
   1998, Nov. 8, 1997 
   and Feb. 7, 1998,
   respectively                7,078         6,993        6,999 
  Additional paid-in
   capital                    40,975        37,332       37,614 
  Retained earnings          228,774       213,230      226,032 
  Cumulative foreign 
   currency translation
   adjustment                 (3,747)       (2,521)      (2,751)
                          -----------  ------------  -----------
                             273,080       255,034      267,894 
  Treasury stock at cost,
   7,864,261, 5,611,832 
   and 7,612,047 shares 
   at Nov. 14, 1998, Nov.
   8, 1997 and Feb. 7, 
   1998, respectively       (171,184)     (119,280)    (165,789)
  Unamortized deferred
   compensation-restricted
   stock                         (48)         (149)         (13)
                          -----------  ------------  -----------
  Total stockholders' 
   equity                    101,848       135,605      102,092 
                          -----------  ------------  -----------
  Total liabilities and
    stockholders' equity  $  228,901   $   264,458   $  228,761 
                          ===========  ============  ===========
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
                              16
<PAGE>


<TABLE>
CPI CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED) (in thousands of dollars)
Forty-weeks ended November 14, 1998 and November 8, 1997
<CAPTION>
                                               40-Weeks Ended  
                                            --------------------
                                            Nov. 14,    Nov. 8,
                                              1998       1997
                                            ---------  ---------
<S>                                         <C>        <C>      
Cash flows provided by operating activities $ 12,245   $ 11,549 
Cash flows provided by (used in) financing 
  activities:
  Proceeds of long-term borrowings                 -     61,909 
  Repayment of long-term obligations               -    (55,951)
  Issuance of common stock to
    employee stock plans                       3,439      4,146 
  Cash dividends                              (4,190)    (4,923)
  Purchase of treasury stock                  (5,395)    (1,145)
                                            ---------  ---------
Cash flows provided by (used in) financing 
  activities                                  (6,146)     4,036 
                                            ---------  ---------
Cash flows used in investing activities:
  Additions to property and equipment        (10,601)   (16,001)
  Noncompete agreement                             -     10,000 
  Advance payment from venture                     -      4,000 
  Issuance of restricted stock                   (53)         - 
                                            ---------  ---------
  Cash flows used in investing activities    (10,654)    (2,001)
                                            ---------  ---------
Effect of exchange rate changes on cash and 
  equivalents                                   (490)      (151)
                                            ---------  ---------
Net increase (decrease) in cash and cash 
  equivalents                                 (5,045)    13,433 
Cash and cash equivalents at beginning of 
  year                                        15,292     21,923 
                                            ---------  ---------
Cash and cash equivalents at end of period  $ 10,247   $ 35,356 
                                            =========  =========
Supplemental cash flow information:
  Interest paid                             $  2,241  $  2,786 
                                            ========= =========
  Income taxes paid                         $  9,329  $  7,109 
                                            ========= =========
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
                              17
<PAGE>


<TABLE>
CPI CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
RECONCILIATION OF NET EARNINGS TO CASH FLOWS PROVIDED BY
OPERATING ACTIVITIES  (UNAUDITED) 
(in thousands of dollars)
Forty-weeks ended November 14, 1998 and November 8, 1997
<CAPTION>
                                               40-Weeks Ended   
                                             -------------------
                                              Nov. 14,  Nov. 8, 
                                                1998     1997   
                                             ---------  --------
<S>                                          <C>       <C>     
Net earnings (loss) from operations          $ 6,932   $(1,752)
Adjustments for items not requiring cash:
  Depreciation and amortization               23,123    22,821 
  Deferred income taxes                        1,513       778 
  Deferred compensation                         (517)   (1,809)
  Interest in joint venture loss                   -     3,304 
  Loss on sale of interest in photofinishing
    segment                                        -     4,189 
  Amortization of noncompete agreement        (3,846)     (522)
  Amortization of discount on note    
    receivable                                (2,376)     (312)
  Other                                         (677)   (2,838)
Increase in current assets:
  Receivables and inventories                (14,015)  (11,995)
  Prepaid expenses and other current assets   (1,099)   (1,300)
  Refundable income taxes                          -    (2,644)
Increase (decrease) in current liabilities:
  Accounts payable, accrued expenses
    and other liabilities                     10,003     8,778 
  Income taxes                                (6,796)   (5,149)
                                             --------  --------
Cash flows from operations                   $12,245   $11,549 
                                             ========  ========



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







                              18
<PAGE>


<TABLE>
CPI CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS' EQUITY - COMMON STOCK, ADDITIONAL PAID-IN
CAPITAL AND RETAINED EARNINGS (UNAUDITED)
(in thousands of dollars except share and per share amounts)
Fifty-three weeks ended February 7, 1998 and Forty-weeks ended
November 14, 1998
<CAPTION>

                                               Add'l
                                      Common  Paid-In  Retained 
                                      Stock   Capital  Earnings 
                                      ------- -------- ---------
<S>                                   <C>     <C>      <C>      
Balance at February 1, 1997           $6,896  $33,283  $219,905 

 Issuance of common stock:
  Profit sharing plan and trust
   (41,639 shares)                        16      684         - 
  Stock bonus plan (4,334 shares)          1       78         - 
  Employee stock plans(214,291 shares)    86    3,569         - 
 Foreign currency translation              -        -         - 
 Dividends ($0.56 per common share)        -        -    (6,586)
 Net earnings                              -        -    12,713 
 Purchase of treasury stock, at cost       -        -         - 
 Amortization of deferred                                       
  compensation-restricted stock            -        -         - 
                                      ------- -------- ---------
Balance at February 7, 1998           $6,999  $37,614  $226,032 


 Issuance of common stock:
  Profit sharing plan and trust
   (25,602 shares)                        10      528         - 
  Stock bonus plan (3,936 shares)          2       93         - 
  Employee stock plans(165,315 shares)    67    2,740         - 
 Foreign currency translation              -        -         - 
 Dividends ($0.42 per common share)        -        -    (4,190)
 Net earnings                              -        -     6,932 
 Purchase of treasury stock, at cost       -        -         - 
 Amortization of deferred                                       
  compensation-restricted stock            -        -         - 
                                      ------- -------- ---------
Balance at November 14, 1998          $7,078  $40,975  $228,774 
                                      ======= ======== =========

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

                              19
<PAGE>


<TABLE>
CPI CORP. INTERIM CONDENSED CPI CORP. INTERIM CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY -
CUMULATIVE FOREIGN CURRENCY TRANSLATION ADJUSTMENT AND TREASURY
STOCK AT COST (UNAUDITED) 
(in thousands of dollars except share and per share amounts)
Fifty-three weeks ended February 7, 1998 and Forty-weeks
ended November 14, 1998
<CAPTION>
                                       Cumulative               
                                        Foreign                 
                                        Currency     Treasury   
                                       Translation    Stock     
                                       Adjustment    At Cost    
                                       -----------   ---------- 
<S>                                    <C>           <C>
Balance at February 1, 1997            $   (1,860)   $(118,136)

 Issuance of common stock:
  Profit sharing plan and trust
   (41,639 shares)                              -            -
  Stock bonus plan (4,334 shares)               -            -
  Employee stock plans(214,291 shares)          -            - 
 Foreign currency translation                (891)           -
 Dividends ($0.56 per common share)             -            -
 Net earnings                                   -            -
 Purchase of treasury stock, at cost            -      (47,653)
 Amortization of deferred
  compensation-restricted stock                 -            -
                                       -----------   ----------
Balance at February 7, 1998            $   (2,751)   $(165,789)


 Issuance of common stock:
  Profit sharing plan and trust
   (25,602 shares)                              -            -
  Stock bonus plan (3,936 shares)               -            -
  Employee stock plans(165,315 shares)          -            -
 Foreign currency translation                (996)           -
 Dividends ($0.42 per common share)             -            -
 Net earnings                                   -            -
 Purchase of treasury stock, at cost            -       (5,395)
 Amortization of deferred
  compensation-restricted stock                 -            -
                                       -----------   ----------
Balance at November 14, 1998           $   (3,747)   $(171,184)
                                       ===========   ==========
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
                              20
<PAGE>


<TABLE>
CPI CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS' EQUITY - DEFERRED COMPENSATION-RESTRICTED STOCK
AND TOTAL (UNAUDITED)
(in thousands of dollars except share and per share amounts)
Fifty-three weeks ended February 7, 1998 and Forty-weeks
ended November 14, 1998

<CAPTION>

                                         Deferred               
                                       Compensation-            
                                       Restricted               
                                           Stock        Total   
                                       -------------  ----------
<S>                                    <C>            <C>
Balance at February 1, 1997            $     (563)    $ 139,525 

 Issuance of common stock:
  Profit sharing plan and trust
   (41,639 shares)                              -           700 
  Stock bonus plan (4,334 shares)               -            79 
  Employee stock plans(214,291 shares)        (15)        3,640 
 Foreign currency translation                   -          (891)
 Dividends ($0.56 per common share)             -        (6,586)
 Net earnings                                   -        12,713 
 Purchase of treasury stock, at cost            -       (47,653)
 Amortization of deferred
  compensation-restricted stock               565           565 
                                       -----------    ----------
Balance at February 7, 1998            $      (13)    $ 102,092 


 Issuance of common stock:
  Profit sharing plan and trust
   (25,602 shares)                              -           538 
  Stock bonus plan (3,936 shares)               -            95 
  Employee stock plans(165,315 shares)        (53)        2,754 
 Foreign currency translation                   -          (996)
 Dividends ($0.42 per common share)             -        (4,190)
 Net earnings                                   -         6,932 
 Purchase of treasury stock, at cost            -        (5,395)
 Amortization of deferred
  compensation-restricted stock                18            18 
                                       -----------    ----------
Balance at November 14, 1998           $      (48)    $ 101,848 
                                       ===========    ==========
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
                              21
<PAGE>


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

1. In the opinion of management, the accompanying unaudited
   condensed consolidated financial statements contain all
   adjustments necessary for a fair presentation of the 
   Company's financial position as of November 14, 1998, 
   November 8, 1997 and February 7, 1998 and the results of its
   operations and changes in its cash flows for the 40 weeks 
   ended November 14, 1998 and November 8, 1997.  These financial
   statements should be read in conjunction with the financial
   statements and the notes included in the Company's annual
   report on Form 10-K for its fiscal year ended 
   February 7, 1998.

2. The components of net interest expense are as follows:
<TABLE>
<CAPTION>
                               ----- 40-weeks ended ------
                              Nov. 14, 1998   Nov. 8, 1997
                              -------------  --------------
   <S>                        <C>            <C>
   Interest expense           $    3,557     $       3,351 
   Interest income                (2,734)           (1,125)
                              -----------    --------------
    Net interest expense      $      823     $       2,226 
                              ===========    ==============
</TABLE>
3. Short-term investments are comprised of money market
   instruments which aggregated $9.6 million, $33.6 million
   and $14.1 million as of November 14, 1998, November 8, 1997 
   and February 7, 1998, respectively, and are stated at cost
   which approximates market.

4. On October 2, 1997, the Company sold its remaining 49%
   interest in Fox to Kodak for a $43.9 million non-interest
   bearing Promissory Note due on January 4, 1999.  Due to the
   non-interest bearing nature of the Promissory Note, a 
   discount of $3.9 million was established and is being
   amortized into income until maturity.  During the third
   quarters of 1998 and 1997, $967,000 and $312,000, 
   respectively, in amortization related to the Promissory Note
   was recognized.  In addition $2.4 million and $312,000 were
   recognized for the first three quarters of 1998 and 1997,
   respectively.  On a prospective basis, $2.8 million will be
   recognized for all of 1998.

   As part of the Disposition Transaction, the Company entered
   a two-year Noncompetition and Nonsolicitation Agreement with
   Fox.  The Company received $10.0 million cash consideration
   which is being amortized into income over the life of the
                              22
<PAGE>


   agreement.  During the third quarters of 1998 and 1997,
   amortization of the Noncompetition and Nonsolicitation 
   Agreement amounted to $1.5 million and $522,000, respectively.
   For the first three quarters of 1998 and 1997, amortization
   amounted to $3.8 million and $522,000, respectively. 
   Prospectively, the Company will recognize $5.0 million and 
   $3.2 million in amortization, respectively, in fiscal years
   1998 and 1999.

5. During the first quarter of 1998, the Company adopted SFAS No.
   130, "Reporting Comprehensive Income".  Statement No. 130
   requires the separate reporting of components of comprehensive
   income, as defined.  This statement requires the Company to
   separately report the translation adjustments of SFAS No. 52,
   "Foreign Currency Translation" as a component of comprehensive
   income.  Management has chosen, on an interim basis, to
   disclose the requirements of this statement within the notes
   to the consolidated financial statements.  Comprehensive
   income (loss) for the third quarters of 1998 and 1997 was
   $5.7 million and ($1.0) million, respectively.  For the first
   three quarters of 1998 and 1997, comprehensive income (loss) 
   was $5.9 million and ($2.4) million, respectively.





























                              23
<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 11.1 - Computation of Earnings per Common
                           Share - Diluted 
                           Sixteen-weeks ended November 14, 1998
                           and November 8, 1997
            Exhibit 11.2 - Computation of Earnings per Common
                           Share - Diluted
                           Forty-weeks ended November 14, 1998
                           and November 8, 1997
            Exhibit 11.3 - Computation of Earnings per Common
                           Share - Basic
                           Sixteen-weeks ended November 14, 1998
                           and November 8, 1997
            Exhibit 11.4 - Computation of Earnings per Common
                           Share - Basic 
                           Forty-weeks ended November 14, 1998
                           and November 8, 1997
            Exhibit 27.1 - Financial Data Schedule

         b) REPORTS ON FORM 8-K

            - On September 1, 1998, CPI Corp. reported the
              issuance of a press release on August 25, 1998
              announcing: second quarter results from operations,
              diluted EPS 13 cents versus prior-year 12 cents,
              lower operating earnings offset by other income 
              and reduced expenses, and encouraging trends in
              Sears Portrait Studio sales.
















                              24
<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/ Barry Arthur
                                  ---------------------------
                                   Barry Arthur
                                   Authorized Officer and
                                   Principal Financial Officer

Dated:  December 22, 1998























                              25
<PAGE>


<TABLE>
<CAPTION>
                              CPI CORP.

                             EXHIBIT INDEX


<S>                                                        <C>

Exhibit 11.1 - Computation of Earnings per Common          27
               Share - Diluted 
               Sixteen-weeks ended November 14, 1998
               and November 8, 1997
Exhibit 11.2 - Computation of Earnings per Common          28
               Share - Diluted
               Forty-weeks ended November 14, 1998
               and November 8, 1997
Exhibit 11.3 - Computation of Earnings per Common          29
               Share - Basic
               Sixteen-weeks ended November 14, 1998
               and November 8, 1997
Exhibit 11.4 - Computation of Earnings per Common          30
               Share - Basic 
               Forty-weeks ended November 14, 1998
               and November 8, 1997
Exhibit 27.1 - Financial Data Schedule                     31



</TABLE>



















                              26