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 13, 1999

    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 23, 1999 there were 9,040,439 shares of the
Registrant's common stock outstanding.  This quarterly report on
Form 10-Q contains 45 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
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
         RISK











































                              2
<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 13, 1999 and November 14, 1998
<CAPTION>
                                         Sixteen Weeks Ended
                                       ------------------------
                                         Nov. 13,    Nov. 14,
                                           1999        1998
                                       -----------  -----------
<S>                                    <C>          <C>
Net sales                              $  115,563   $  124,005
Costs and expenses:
  Cost of sales (exclusive of
   depreciation expense shown below)       17,399       17,314
  Selling, administrative and
   general expenses                        91,334       89,480
  Depreciation                              9,151        8,867
  Amortization                                269          320
                                       -----------  -----------
                                          118,153      115,981
                                       -----------  -----------
Income (loss) from operations              (2,590)       8,024
Interest expense                            1,605        1,415
Interest income                             1,033        1,104
Other expense                               3,000            -
Other income                                1,019        1,596
                                       -----------  -----------
Earnings (loss) before income taxes        (5,143)       9,309
Income tax expense (benefit)               (1,800)       3,258
                                       -----------  -----------
Net earnings (loss)                    $   (3,343)  $    6,051
                                       ===========  ===========

Net earnings (loss) per share-diluted  $    (0.34)  $     0.59
                                       ===========  ===========
Weighted average number of common
  and common equivalent shares
  outstanding - diluted                 9,837,970   10,200,465
                                       ===========  ===========
Net earnings (loss) per share-basic    $    (0.34)  $     0.61
                                       ===========  ===========
Weighted average number of common
  and common equivalent shares
  outstanding - basic                   9,837,970    9,960,810
                                       ===========  ===========
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
                              3
<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 13, 1999 and November 14, 1998
<CAPTION>
                                          Forty Weeks Ended
                                       ------------------------
                                         Nov. 13,    Nov. 14,
                                           1999        1998
                                       -----------  -----------
<S>                                    <C>          <C>
Net sales                              $  264,454   $  268,356
Costs and expenses:
  Cost of sales (exclusive of
   depreciation expense shown below)       40,810       39,404
  Selling, administrative and
   general expenses                       205,775      198,407
  Depreciation                             22,777       22,136
  Amortization                                680          986
                                       -----------  -----------
                                          270,042      260,933
                                       -----------  -----------
Income (loss) from operations              (5,588)       7,423
Interest expense                            3,720        3,557
Interest income                             2,441        2,734
Other expense                               3,000            -
Other income                                3,361        4,065
                                       -----------  -----------
Earnings (loss) before income taxes        (6,506)      10,665
Income tax expense (benefit)               (2,277)       3,733
                                       -----------  -----------
Net earnings (loss)                    $   (4,229)  $    6,932
                                       ===========  ===========
Net earnings (loss) per share-diluted  $    (0.43)  $     0.68
                                       ===========  ===========
Weighted average number of common
  and common equivalent shares
  outstanding - diluted                 9,880,046   10,246,209
                                       ===========  ===========
Net earnings (loss) per share-basic    $    (0.43)  $     0.70
                                       ===========  ===========
Weighted average number of common
  and common equivalent shares
  outstanding - basic                   9,880,046    9,963,052
                                       ===========  ===========

<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
                              4
<PAGE>


<TABLE>

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

<CAPTION>
                               Nov. 13,   Nov. 14,     Feb. 6,
                                 1999       1998        1999
                               --------   --------   -----------
<S>                            <C>        <C>        <C>
Current assets:
  Cash and cash equivalents    $ 48,333   $ 10,247   $   76,000
  Receivables, less
   allowance of $505, $491
   and $302, respectively        20,969     22,734       10,374
  Notes receivable                    -     43,461            -
  Inventories                    22,721     20,990       19,071
  Prepaid expenses and
   other current assets          11,034      9,239        8,194
  Refundable income taxes         6,868          -            -
  Deferred tax assets                32        142           32
                               --------   --------   ----------
     Total current assets       109,957    106,813      113,671
                               --------   --------   ----------
Net property and equipment      112,397    113,183      111,148

Other assets, net of
  amortization of $1,274,
  $1,235 and $1,244,
  respectively                    7,659      8,905        9,874
                               --------   --------   ----------
     Total assets              $230,013   $228,901   $  234,693
                               ========   ========   ==========

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













                              5
<PAGE>


<TABLE>

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

<CAPTION>
                            Nov. 13,     Nov. 14,      Feb. 6,
                              1999         1998         1999
                           ----------   ----------   -----------
<S>                        <C>          <C>           <C>
Current liabilities:
  Accounts payable         $  22,113    $  18,797     $   9,641
  Accrued employment costs    10,469       10,456        14,256
  Sales tax payable            3,365        3,405         2,461
  Accrued advertising
    expense                    5,297        6,223         2,054
  Accrued expenses and
    other liabilities          9,420        9,551         4,644
  Income taxes                     -        2,218         2,720
                           ----------   ----------    ----------
    Total current
      liabilities             50,664       50,650        35,776
                           ----------   ----------    ----------
Long-term obligations,
  less current maturities     59,624       59,547        59,559
Other liabilities             17,989       12,951        14,444
Deferred income taxes          8,406        3,905         8,398
                           ----------   ----------    ----------
    Total liabilities      $ 136,683    $ 127,053     $ 118,177
                           ----------   ----------    ----------

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















                              6
<PAGE>


<TABLE>
CPI CORP. INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS -
LIABILITIES AND STOCKHOLDERS' EQUITY (UNAUDITED)
(in thousands of dollars) (continued)
<CAPTION>
                            Nov. 13,     Nov. 14,      Feb. 6,
                              1999         1998         1999
                           ----------   ----------   -----------
<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;
   17,786,056, 17,693,990
   and 17,730,100 shares
   outstanding at Nov. 13,
   1999, Nov. 14, 1998
   and Feb. 6, 1999,
   respectively                7,114         7,078        7,092
  Additional paid-in
   capital                    42,710        40,975       41,605
  Retained earnings          234,022       228,774      242,409
  Accumulated other
   comprehensive income       (3,134)       (3,747)      (3,363)
                          -----------  ------------  -----------
                             280,712       273,080      287,743
  Treasury stock at cost,
   8,517,561, 7,864,261
   and 7,864,261 shares
   at Nov. 13, 1999, Nov.
   14, 1998 and Feb. 6,
   1999, respectively       (187,344)     (171,184)    (171,184)
  Unamortized deferred
   compensation-restricted
   stock                         (38)          (48)         (43)
                          -----------  ------------  -----------
  Total stockholders'
   equity                     93,330       101,848      116,516
                          -----------  ------------  -----------
  Total liabilities and
    stockholders' equity  $  230,013   $   228,901   $  234,693
                          ===========  ============  ===========
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>                      7
<PAGE>


<TABLE>
CPI CORP. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED) (in thousands of dollars)
Forty weeks ended November 13, 1999 and November 14, 1998
<CAPTION>
                                                40 Weeks Ended
                                             -------------------
                                              Nov. 13,  Nov. 14,
                                                1999      1998
                                             ---------  --------
<S>                                           <C>       <C>
Cash flows provided by operating activities   $15,428   $12,245
Cash flows used in financing activities:
  Issuance of common stock to
    employee stock plans                        1,127     3,439
  Cash dividends                               (4,158)   (4,190)
  Purchase of treasury stock                  (16,160)   (5,395)
                                              --------  --------
Cash flows used in financing activities       (19,191)   (6,146)
                                              --------  --------
Cash flows used in investing activities:
  Additions to property and equipment         (24,025)  (10,601)
  Issuance of restricted stock                    (15)      (53)
                                              --------  --------
  Cash flows used in investing activities     (24,040)  (10,654)
                                              --------  --------
Effect of exchange rate changes on
  cash and cash equivalents                       136      (490)
                                              --------  --------
Net decrease in cash and cash equivalents     (27,667)   (5,045)
Cash and cash equivalents at
  beginning of year                            76,000    15,292
                                              --------  --------
Cash and cash equivalents at end of period    $48,333   $10,247
                                              ========  ========
Supplemental cash flow information:
  Interest paid                               $ 2,238   $ 2,241
                                              ========  ========
  Income taxes paid                           $ 7,467   $ 9,329
                                              ========  ========

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






                              8
<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 13, 1999 and November 14, 1998
<CAPTION>
                                               40 Weeks Ended
                                             -------------------
                                              Nov. 14,  Nov. 14,
                                                1999      1998
                                             ---------  --------
<S>                                           <C>       <C>
Reconciliation of net earnings to cash flows
  provided by (used in) operating activities:

Net earnings (loss)                           $(4,229)  $ 6,932

Adjustments for items not requiring cash:
  Depreciation and amortization                23,457    23,123
  Deferred income taxes                             7     1,513
  Deferred revenue                              7,640         -
  Amortization of noncompete agreement         (3,228)   (3,846)
  Amortization of discount on note
    receivable                                      -    (2,376)
  Other                                           845    (1,194)

Decrease (increase) in current assets:
  Receivables and inventories                 (14,245)  (14,015)
  Refundable income taxes                      (6,868)        -
  Prepaid expenses and other current assets    (2,840)   (1,099)

Increase (decrease) in current liabilities:
  Accounts payable, accrued expenses
    and other liabilities                      17,608    10,003
  Income taxes                                 (2,719)   (6,796)
                                              --------  --------
Cash flows provided by (used in)
  operating activities                        $15,428   $12,245
                                              ========  ========




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




                              9
<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-two weeks
ended February 6, 1999 and Forty weeks ended November 13, 1999
<CAPTION>

                                               Add'l
                                      Common  Paid-In  Retained
                                      Stock   Capital  Earnings
                                      ------- -------- ---------
<S>                                   <C>     <C>      <C>
Balance at February 7, 1998           $6,999  $37,614  $226,032

 Issuance of common stock (230,963)       93    3,991         -
 Comprehensive income:
  Net earnings                             -        -    21,944
  Foreign currency translation             -        -         -
     Comprehensive income                  -        -         -
 Dividends ($0.56 per common share)        -        -    (5,567)
 Purchase of treasury stock, at cost       -        -         -
 Amortization of deferred
  compensation-restricted stock            -        -         -

                                      ------- -------- ---------
Balance at February 6, 1999           $7,092  $41,605  $242,409


 Issuance of common stock (55,956)        22    1,105         -
 Comprehensive income:
  Net loss                                 -        -    (4,229)
  Foreign currency translation             -        -         -
     Comprehensive income                  -        -         -
 Dividends ($0.42 per common share)        -        -    (4,158)
 Purchase of treasury stock, at cost       -        -         -
 Amortization of deferred
  compensation-restricted stock            -        -         -
                                      ------- -------- ---------
Balance at November 13, 1999          $7,114  $42,710  $234,022
                                      ======= ======== =========

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





                              10
<PAGE>


<TABLE>
CPI CORP. INTERIM CONDENSED CPI CORP. INTERIM CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY -
ACCUMULATED OTHER COMPREHENSIVE INCOME AND TREASURY STOCK AT
COST (UNAUDITED) (in thousands of dollars except share and per
share amounts) Fifty-two weeks ended February 6, 1999 and Forty
weeks ended November 13, 1999
<CAPTION>
                                     Accumulated
                                     Other           Treasury
                                     Comprehensive   Stock
                                     Income          At Cost
                                     -------------  -----------
<S>                                  <C>            <C>
Balance at February 7, 1998          $     (2,751)  $ (165,789)

 Issuance of common stock (230,963)             -            -
 Comprehensive income:
  Net earnings                                  -
  Foreign currency translation               (612)
     Comprehensive income                       -            -
 Dividends ($0.56 per common share)             -            -
 Purchase of treasury stock, at cost            -       (5,395)
 Amortization of deferred
  compensation-restricted stock                 -            -
                                       -----------   ----------
Balance at February 6, 1999            $   (3,363)   $(171,184)

 Issuance of common stock (55,956)              -            -
 Comprehensive income:
  Net loss                                      -
  Foreign currency translation                229
     Comprehensive income                       -            -
 Dividends ($0.42 per common share)             -            -
 Purchase of treasury stock, at cost            -      (16,160)
 Amortization of deferred
  compensation-restricted stock                 -            -
                                       -----------   ----------
Balance at November 13, 1999           $   (3,134)   $(187,344)
                                       ===========   ==========


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





                              11
<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-two weeks ended February 6, 1999 and Forty
weeks ended November 13, 1999
<CAPTION>
                                         Deferred
                                       Compensation-
                                       Restricted
                                           Stock        Total
                                       -------------  ----------
<S>                                    <C>            <C>
Balance at February 7, 1998            $      (13)    $ 102,092

 Issuance of common stock (230,963)           (53)        4,031
 Comprehensive income:
  Net earnings                                  -
  Foreign currency translation                  -
     Comprehensive income                       -        21,332
 Dividends ($0.56 per common share)             -        (5,567)
 Purchase of treasury stock, at cost            -        (5,395)
 Amortization of deferred
  compensation-restricted stock                23            23
                                       -----------   -----------
Balance at February 6, 1999            $      (43)   $  116,516

 Issuance of common stock (55,956)            (15)        1,112
 Comprehensive income:
  Net loss                                      -
  Foreign currency translation                  -
     Comprehensive income                       -        (4,000)
 Dividends ($0.42 per common share)             -        (4,158)
 Purchase of treasury stock, at cost            -       (16,160)
 Amortization of deferred
  compensation-restricted stock                20            20
                                       -----------   -----------
Balance at November 13, 1999           $      (38)   $   93,330
                                       ===========   ===========





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


                              12

<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 13, 1999, November 14, 1998,
   and February 6, 1999 and the results of its operations and
   changes in its cash flows for the 40 weeks ended November 13,
   1999 and November 14, 1998.  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 6, 1999.

2. On June 15, 1999, the Company announced that it had entered
   into a definitive merger agreement under which entities
   controlled by affiliates of American Securities Capital
   Partners, L.P. (collectively, "ASCP Affiliates") and the
   Company's management were to acquire the Company for $37.00
   per share in cash (the "Merger Agreement"). The Board of
   Directors of the Company unanimously approved the agreement
   and the merger.

   On October 12, 1999, the Company announced it received a notice
   from ASCP Affiliates asserting that CPI had experienced or been
   affected by an event, change, effect or development that
   individually or in the aggregate had or would reasonably be
   expected to have a material adverse effect under the Merger
   Agreement and was terminating the Merger Agreement.  ASCP
   Affiliates reserved the right to assert any other grounds for
   termination of the Merger Agreement, including the fact that one
   or more of the conditions to the financing could not be met.
   ASCP Affiliates filed a claim pursuant to the Merger Agreement,
   demanding reimbursement from the Company for expenses incurred
   in connection with the Merger Agreement.  The Company has made
   no provisions for these expenses in the accompanying
   consolidated financial statements.

   On October 18, 1999, CPI announced that it filed a counter claim
   against ASCP Affiliates asserting they were in willful breach of
   their obligations under the Merger Agreement.  CPI Corp. further
   asserted ASCP Affiliates willfully failed to use their
   reasonable best efforts to complete the transaction, including
   failing to complete the financing for the transaction and that
   they reneged on their obligation to use bridge financing
   available.  CPI's counter claim seeks damages for the willful
   breach of the Merger Agreement by ASCP Affiliates and also
   asserts claims in an amount up to $80 million, together with
   attorney's fees and costs, from ASCP Affiliates under its
   guarantee of their performance of obligations under the Merger
   Agreement.
                              13
<PAGE>


3. As part of the Company's disposition of its remaining shares
   of Fox Photo, Inc. ("Fox") to Eastman Kodak Company in October
   1997, the Company entered into a two-year Noncompetition and
   Nonsolicitation Agreement (the "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 $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.

   During the third quarters of 1999 and 1998 amortization
   relating to the two-year Noncompete Agreement was $920,000
   and $1.5 million, respectively and the first three quarters of
   1999 and 1998, amortization relating to the two-year
   Noncompete Agreement was $3.2 million and $3.8 million,
   respectively.

4. The Company is engaged in developing and marketing products
   and services for consumers in the United States and Canada
   through a network of centrally managed retail locations in
   two business segments: Portrait Studios and Wall Decor.

   The Portrait Studios segment operates a professional portrait
   photography business through fixed location studios.  The Wall
   Decor segment markets an assortment of custom print
   reproductions and related accessories and provides custom
   framing services.























                              14
<PAGE>


<TABLE>
SELECTED INDUSTRY SEGMENT INFORMATION (in thousands of dollars)
<CAPTION>
                     Sixteen Weeks Ended    Forty Weeks Ended
                     ------------------- -----------------------
                     Nov. 13,  Nov. 14,   Nov. 13,    Nov. 14,
                       1999      1998       1999        1998
                     --------- ---------  ----------  ----------
<S>                  <C>       <C>        <C>         <C>
NET SALES:
 Portrait Studio     $ 97,596  $106,171   $ 221,152   $ 224,646
 Wall Decor            17,967    17,834      43,302      43,710
                     --------- ---------  ----------  ----------
                     $115,563  $124,005   $ 264,454   $ 268,356
                     ========= =========  ==========  ==========

OPERATING EARNINGS
 (Loss):
 Portrait Studio     $  3,038  $ 13,577   $   7,715   $  20,099
 Wall Decor            (1,045)     (674)     (3,006)     (2,620)
                     --------- ---------  ----------  ----------
                     $  1,993  $ 12,903   $   4,709   $  17,479
                     ========= =========  ==========  ==========

IDENTIFIABLE ASSETS:
 Portrait Studio                          $ 115,793   $ 112,734
 Wall Decor                                  37,175      40,155
 Corporate cash and
  marketable sec.                            46,936       8,995
 Corporate other                             30,109      67,017
                                          ----------  ----------
                                          $ 230,013   $ 228,901
                                          ==========  ==========
</TABLE>

















                              15
<PAGE>


<TABLE>
GEOGRAPHIC FINANCIAL INFORMATION
--------------------------------
<CAPTION>
                     Sixteen Weeks Ended    Forty Weeks Ended
                     ------------------- -----------------------
                     Nov. 13,  Nov. 14,   Nov. 13,    Nov. 14,
                       1999      1998       1999        1998
                     --------- ---------  ----------  ----------
<S>                  <C>       <C>        <C>         <C>
NET SALES:
 United States       $108,705  $116,985   $ 250,271   $ 254,220
 Canada                 6,858     7,020      14,183      14,136
                     --------- ---------  ----------  ----------
                     $115,563  $124,005   $ 264,454   $ 268,356
                     ========= =========  ==========  ==========


LONG-LIVED ASSETS:
 United States                            $ 115,948   $ 118,242
 Canada                                       4,108       3,846
                                          ----------  ----------
                                          $ 120,056   $ 122,088
                                          ==========  ==========
</TABLE>

5.  The Shareholders Rights Plan, which entitled holders of common
    stock to purchase one one-hundredth of a share of
    participating preferred stock in the Company under certain
    conditions, expired on May 11, 1999.  As of that date, Series
    A no par value preferred stock listed on the Company's balance
    sheet at February 6, 1999, no longer existed.

6.  The Company recognized $3.0 million other expenses for costs
    related to the termination of the Merger Agreement, which
    included legal, travel, accounting and other expenses the
    Company incurred during the merger process and legal and
    related expenses incurred through the third quarter of 1999
    related to claims against the Company by ASCP Affiliates, and
    the Company's counter claim against these entities.

7.  On December 13, 1999, the Company's Board of Directors
    authorized the purchase of up to one million additional
    shares of its outstanding common stock through purchases
    at management's direction from time to time at acceptable
    market prices.  Acquired shares are held as treasury stock,
    and will be available for general corporate  purposes.




                              16
<PAGE>


MANAGEMENT'S DISCUSSION AND ANALYSIS - OVERVIEW
-----------------------------------------------
FISCAL YEARS
CPI Corp.'s ("the Company's") fiscal year ends the first Saturday
of February.  Accordingly, fiscal year 1998 ended February 6, 1999
and consisted of 52 weeks.  The third fiscal quarter of 1999 and
1998 consisted of sixteen weeks and ended November 13, 1999 and
November 14, 1998, respectively.  Throughout the MANAGEMENT'S
DISCUSSION AND ANALYSIS and NOTES TO THE INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS, reference to 1998 will mean the
fiscal year-end 1998 and reference to third quarter 1999 and third
quarter 1998 will mean the third fiscal quarter of 1999 and 1998,
respectively.

DEFINITIVE MERGER AGREEMENT
On June 15, 1999, the Company announced that it entered into a
definitive merger agreement under which entities controlled by
affiliates of American Securities Capital Partners, L.P.
(collectively, "ASCP Affiliates") and the Company's management were
to acquire the Company for $37.00 per share in cash (the "Merger
Agreement").  The Board of Directors of the Company unanimously
approved the agreement and the merger.

On October 12, 1999, the Company announced that it received a
notice from ASCP Affiliates asserting that CPI had experienced or
been affected by an event, change, effect or development that
individually or in the aggregate had or would reasonably be
expected to have a material adverse effect under the Merger
Agreement and is terminating the Merger Agreement.  ASCP Affiliates
reserved the right to assert any other grounds for termination of
the Merger Agreement, including the fact that one or more of the
conditions to the financing could not be met.  In addition, ASCP
Affiliates filed a claim pursuant to the Merger Agreement demanding
reimbursement from the Company for expenses incurred in connection
with the Merger Agreement.  The Company has made no provisions for
these expenses in the accompanying consolidated financial
statements.

On October 18, 1999, CPI announced that it filed a counter claim
against the ASCP Affiliates asserting that the ASCP Affiliates were
in willful breach of their obligations under the June 15, 1999
Merger Agreement.  CPI asserts that the ASCP Affiliates willfully
failed to use their reasonable best efforts to complete the
transaction, including failing to complete the financing for the
transaction and that they reneged on their obligation to use bridge
financing available.  CPI's counter claim seeks damages for the
willful breach of the Merger Agreement by ASCP Affiliates and also
asserts a claim in an amount up to $80 million, together with
attorney's fees and costs, from ASCP Affiliates under its guarantee
of their performance of obligations under the Merger Agreement.

                              17
<PAGE>


NONCOMPETE AGREEMENT
As part of the Company's disposition of its remaining shares of Fox
Photo, Inc. ("Fox") to Eastman Kodak Company in October 1997, the
Company entered a two-year Noncompetition and Nonsolicitation
Agreement (the "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 has
been amortized into income over the two-year period of the
agreement.  Amortization relating to the two-year Noncompete
Agreement, which expired in October 1999, was $920,000 and
$1,538,000 for the third quarter of 1999 and 1998, and $3.2 million
and $3.8 million for the first three quarters of 1999 and 1998,
respectively.

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
primary 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 Portrait Studio 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, new
financial systems were substantially replaced by the end of 1998.
In late May and early June 1999, all basic operating, data-base and
financial systems were tested to ensure Y2K compliance.  No
significant problems were identified through this testing.  For the
first three quarters of 1999, $220,000 was spent, and in fourth
quarter 1999 the Company expects $60,000 will be spent to complete
the final changes to all Home Office basic operating, data-base and
financial systems.
                              18
<PAGE>


All laboratory, telephone and physical plant systems and equipment
as well as all personal computers in the Home Office have also been
tested for Y2K issues.  New or upgraded systems and equipment have
been obtained and installed at a cost of $555,000.

SPS 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 SPS Field operations.  Development
of the new system, which included Y2K compliance, continued through
1997.  By the end of August 1999, the new software and related
hardware for the point-of-sale system was installed in
substantially all the SPS Field locations.  At the same time the
new point-of-sale system was rolled-out, upgraded Y2K compliant
software used in the sales stations and camera rooms of the SPS
Field locations was installed at negligible cost.  Testing of the
new point-of-sale system and other software and hardware in the SPS
Field locations was completed in September 1999 to ensure Y2K
compliance.

Prints Plus
-----------
Although the hardware used to operate the point-of-sale system
utilized by Prints Plus locations was Y2K compliant, the software
used was not and was rewritten.  The new point-of-sale system
software has been installed in all stores.  In addition, the
upgrading of all financial and merchandise distribution systems
utilized by Prints Plus has been completed.  Total cost of $460,000
was spent for Y2K compliance for all of Prints Plus.

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

     --Sears, Roebuck and Company, the licensor of Sears
       Portrait Studios, 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 communi-
       cation links between the Company and its remote locations
       as well as telephone services in the Home Office;




                              19
<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 and the Company has
received written correspondence indicating their awareness of the
Y2K issue and the steps they are taking to remedy the problem.
However, none of the third party vendors or suppliers clearly state
they are Y2K compliant.  Regardless of this lack of representation,
the Company does not anticipate service interruptions from its
major third party suppliers and vendors.  However, the Company
believes the most reasonably likely worst case Y2K scenario for it
would be a failure of its third party vendors which would
necessitate switching to other back-up suppliers or vendors and/or
switching to manual, paper-based systems.

Contingency Plans
-----------------
Taking the previous information into consideration, the Company has
developed contingency plans for possible Y2K compliance problems.

FORWARD LOOKING STATEMENTS
The statements contained in this report which are not historical
facts are forward-looking statements that involve risks and
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, readiness, expectant costs and
contingency planning regarding Year 2000 issues, future cash
requirements and capital expenditures, are only predictions or
expectations; actual events or results may differ materially as a
result of risks facing the Company.  Such risks include, but are
not limited to customer demand for the Company's products and
services, the overall level of economic activity in the Company's
major markets, competitors' actions, manufacturing interruptions,
dependence on certain suppliers, changes in the Company's
relationship with Sears, Roebuck & Company and the condition and
strategic planning of Sears, Roebuck & Company, fluctuations in
operating results, the attraction and retention of qualified
personnel 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 6, 1999.




                              20
<PAGE>


MANAGEMENT'S DISCUSSION AND ANALYSIS-RESULTS OF OPERATIONS
----------------------------------------------------------

<TABLE>
NET SALES (in thousands of dollars)
Sixteen weeks Ended November 13, 1999 and November 14, 1998
<CAPTION>
                                   Sixteen Weeks Ended
                                   -------------------
                             Nov. 13,    Nov. 14,     Amount
                               1999        1998       Change
                             ---------   ---------   --------
<S>                          <C>         <C>         <C>
Portrait Studios             $ 97,596    $106,171    $(8,575)
Wall Decor                     17,967      17,834        133
                             ---------   ---------   --------
     Total net sales         $115,563    $124,005    $(8,442)
                             =========   =========   ========
</TABLE>

<TABLE>
NET SALES (in thousands of dollars)
Forty weeks Ended November 13, 1999 and November 14, 1998
<CAPTION>
                                   Forty Weeks Ended
                                   -----------------
                             Nov. 13,     Nov. 14,    Amount
                               1999         1998      Change
                             ---------   ---------   --------
<S>                          <C>         <C>         <C>
Portrait Studios             $221,152    $224,646    $(3,494)
Wall Decor                     43,302      43,710       (408)
                             ---------   ---------   --------
     Total net sales         $264,454    $268,356    $(3,902)
                             =========   =========   ========
</TABLE>

NET SALES
Total net sales for the third quarter of 1999 declined 6.8% to
$115.6 million when compared to $124.0 million in the third
quarter of 1998.  The entire sales decline is attributed to the
Portrait Studio segment.  Wall Decor recorded a slight sales
increase.  Total net sales for the first three quarters declined
1.5% to $264.5 million from $268.4 million last year, primarily
due to lower sales in the Portrait Studio segment.

Portrait Studios third quarter 1999 net sales declined 8.1% to
$97.6 million from $106.2 million recorded last year.  Factors
contributing to the Portrait Studio sales decline in the third
quarter 1999 were a lower average sales per customer and a
reduction in numbers of customer portrait sittings.
                              21
<PAGE>


The Smile Savers Plan, which was expanded to all locations in the
second quarter of 1999, was the primary contributing factor in the
lower average sale per customer as enrollment fees amounting to
$11.9 million during the quarter, of which approximately 50% are
deferred revenues, had a dampening influence on customer purchases
of other products and services. The Smile Savers Plan is designed
to increase repeat visits and develop long-term customer loyalty by
allowing customers to pay a one-time fee for unlimited customer
visits for a two-year period.  Ultimately, management believes that
the Smile Savers Plan will increase sales due to increased repeat
customer visits and as initial deferred sales are largely
neutralized by the amortization of deferred sales balances.

For the forty weeks ended November 13, 1999, Portrait Studio net
sales declined 1.6% to $221.2 million from $224.6 million last year
due primarily to reduced sales in the third quarter.

Wall Decor net sales were relatively unchanged both for the third
fiscal quarter and the forty weeks ended November 13, 1999 from
last year levels.

<TABLE>
SELECTED FINANCIAL DATA (in thousands of dollars)
Sixteen weeks Ended November 13, 1999 and November 14, 1998
<CAPTION>
                                   Sixteen Weeks Ended
                                   -------------------
                             Nov. 13,     Nov. 14,    Amount
                               1999         1998      Change
                             ---------   ---------   ---------
<S>                          <C>         <C>         <C>
Operating earnings (loss):
  Portrait Studios           $  3,038    $ 13,577    $(10,539)
  Wall Decor                   (1,045)       (674)       (371)
                             ---------   ---------   ---------
Total operating earnings        1,993      12,903     (10,910)
General corporate expenses      4,583       4,879         296
Interest expense                1,605       1,415        (190)
Interest income                 1,033       1,104         (71)
Other expenses                  3,000           -      (3,000)
Other income                    1,019       1,596        (577)
                             ---------   ---------   ---------
Earnings (loss) before
  income taxes              $  (5,143)   $  9,309    $(14,452)
                            ==========   =========   =========
</TABLE>





                              22
<PAGE>


<TABLE>
SELECTED FINANCIAL DATA (in thousands of dollars)
Forty weeks Ended November 13, 1999 and November 14, 1998
<CAPTION>
                                   Forty Weeks Ended
                                -----------------------
                             Nov. 13,     Nov. 14,    Amount
                               1999         1998      Change
                             ---------   ---------   --------
<S>                          <C>         <C>         <C>
Operating earnings (loss):
  Portrait Studios           $  7,715    $ 20,099    $(12,384)
  Wall Decor                   (3,006)     (2,620)       (386)
                             ---------   ---------   ---------
Total operating earnings        4,709      17,479     (12,770)
General corporate expenses     10,297      10,056        (241)
Interest expense                3,720       3,557        (163)
Interest income                 2,441       2,734        (293)
Other expense                   3,000           -      (3,000)
Other income                    3,361       4,065        (704)
                             ---------   ---------   ---------
Earnings (loss) before
  income taxes              $  (6,506)   $ 10,665    $(17,171)
                            ==========   =========   =========
</TABLE>

OPERATING EARNINGS
Operating earnings declined sharply in the third quarter of 1999 to
$2.0 million from $12.9 million in last year's third quarter.  The
primary factors contributing to the decline were the sales
shortfall in the Portrait Studio segment coupled with planned
increases in studio employment costs.  The Wall Decor operation
contributed to the third quarter decline in operating earnings due
primarily to lower gross profit margins.

Operating earnings were $4.7 million and $17.5 million for the
forty weeks ended November 13, 1999 and November 14, 1998,
respectively.  The operating earnings decline is primarily due to
the third quarter sales decline, increased studio employment costs
and lower third quarter gross profit margins in the Wall Decor
operation.  Portrait Studio employment costs increased $3.6 million
and $9.5 million for the third quarter of 1999 and the first three
quarters of 1999, respectively.  Studio employment cost increases
resulted from higher wage rates due to the tight labor market, the
Company's new compensation program and increased labor hours
resulting from more intense customer servicing, training on the new
Store Automation System ("SAS") and increased training for seasonal
employees to enhance the skill levels of these employees during
peak demand periods.  The Company introduced a new studio
employment compensation program called Independent Study Programs
("ISP") which rewards certain studio employees with increased wage
                              23
<PAGE>


rates in exchange for learning and enhancing job skills.  SAS
installation was completed in the third quarter of 1999 along with
initial training on the system.

Operating earnings for Portrait Studios were also negatively
affected by the write-off of $517,000 in remaining book value for
the replacement of an older point-of-sales system and were
positively affected by decreased advertising expenses of $1.4
million for the third quarter and first three quarters of 1999,
respectively.

Management believes fourth quarter sales will be more in line with
last year than the sharp decline experienced in the third quarter,
however, profits will probably be below last year levels due to
higher expense levels.

NET EARNINGS (LOSS) AND EARNINGS PER SHARE
Net losses before income taxes were $5.1 million and $6.5 million
for the third quarter and first three quarters of 1999,
respectively, compared to the third quarter and first three
quarters of 1998 net earnings before taxes of $9.3 million and
$10.7 million, respectively.  The decrease in earnings for both
periods of time is due to the decrease in operating earnings
previously discussed, a slight increase in net interest expense, a
special $3.0 million charge related to the termination of the
Merger Agreement (primarily legal, travel, accounting and other
expenses the Company incurred during the merger process and legal
and related expenses incurred through the third quarter of 1999
resulting from claims against the Company by ASCP Affiliates, and
the Company's counter claim against these entities) and a reduction
in the amount amortized into income for the two-year Kodak non-
compete agreement which expired in the third quarter of 1999.
Corporate expenses were slightly higher for the first three
quarters of 1999 due to higher employee medical costs but were
lower during the third quarter of 1999 due primarily to a reduction
in accrued bonuses.

Diluted losses per share were $0.34 for the third quarter of 1999
compared to earnings per share of $0.59 for the third quarter of
1998.  Diluted losses per share were $0.43 for the first three
quarters of 1999 compared to earnings per share of $0.68 for the
first three quarters of 1998.  Both quarterly and year-to-date
changes reflect the  decrease in net earnings and a reduction in
the number of weighted average shares outstanding.







                              24
<PAGE>


MANAGEMENT'S DISCUSSION AND ANALYSIS - FINANCIAL CONDITION AND
----------------------------------------------------------------
CASH FLOW
---------
Total assets decreased 2.0% in third quarter 1999 from year-end
1998 as decreases in cash and cash equivalents were offset by
seasonal increases in inventories and receivables, refundable
income taxes and a slight increase in property, plant and
equipment.  The decline in cash and cash equivalents reflects the
purchase of 653,300 shares of CPI Corp. common stock for $16.2
million through the stock repurchase program.

Total liabilities increased 15.7% in the third quarter of 1999
reflecting seasonal increases in accounts payable and accrued
expenses and a $7.6 million increase in deferred sales resulting
from the Smile Savers Program which is partially offset by $3.2
million amortization of the Kodak non-compete agreement into
income.

Stockholders' equity decreased 19.9% in the third quarter 1999
from year-end reflecting treasury stock repurchases, net losses and
payment of cash dividends to shareholders.

On December 13, 1999, the Company's Board of Directors authorized
the purchase of up to one million additional shares of it's
outstanding common stock.

With its strong cash and cash equivalents position. the Company
believes it has sufficient liquidity to meet planned capital
expenditures, normal working capital requirements and dividends to
shareholders.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
----------------------------------------------------------
Market risks relating to the Company's operations results primarily
from changes in interest rates and changes in foreign exchange
rates.  The Company's debt obligations have primarily fixed
interest rates, therefore, the Company's exposure to changes in
foreign exchange rates relates to the Canadian operations, which is
minimal as these operations constitute less than 6% of the
Company's total assets, and less than 6% of the Company's total
sales.








                              25
<PAGE>


                     PART II   OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         On October 18, 1999, CPI Corp. announced the filing of a
         claim against American Securities Capital Partners, L.P.
         and its affiliates SPS International Holdings, Inc., and
         SPS Acquisition, Inc. (collectively, "ASCP Affiliates)
         asserting that the ASCP Affiliates were in willful breach
         of their obligations under the June 15, 1999 Merger
         Agreement.  CPI seeks damages for the willful breach of
         the Merger Agreement by ASCP Affiliates and also asserts
         claims in an amount up to $80 million together with
         attorney's fees and costs.  ASCP Affiliates claim demanded
         reimbursement from the Company for expenses incurred in
         connection with the Merger Agreement.

ITEM 5.  OTHER ITEMS

         On August 4, 1999, CPI Corp. issued an 8-K reporting that
         CPI Corp. entered into agreements (the "First Amendments")
         to amend its three license agreements with Sears, Roebuck
         and Company which extended the agreements to a ten-year
         period.  Additionally, these First Amendments also
         included a covenant by the Company not to compete in the
         portrait business in the United States, Canada or Puerto
         Rico during the term of the license agreements.  This
         amendment was contingent on successful completion of the
         June 15, 1999 Merger Agreement with SPS International
         Holdings, Inc. and SPS Acquisition, Inc. and CPI Corp.
         Since the Merger has been terminated, the amendment
         to the license agreement will become null and void on
         December 31, 1999, in accordance with terms in the
         amendment.

         On December 20, 1999, CPI Corp. entered into agreements
         (the "Second Amendments") to amend two license agreements
         with Sears, Roebuck and Company which extended the
         agreements to a ten-year period.  Additionally, these
         Second Amendments also included a covenant by the Company
         not to compete in the portrait studio business in the
         United States during the tern of the License Agreements
         and Licensee may not assign, transfer, sublicense or
         convey any of its rights or obligations under this
         Agreement in whole or in part, without Sears' prior
         written consent.





                              26
<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         a) EXHIBITS:
            The following exhibits are being filed as part of
            this Report:

            Exhibit  5.1 - Second Amendment to License Agreement
                           Sears, Roebuck and Co.
            Exhibit  5.2 - Second Amendment to License Agreement
                           Sears, Roebuck and Co. (Off-Premise)
            Exhibit 11.1 - Computation of Earnings per Common
                           Share - Diluted
                           Sixteen Weeks ended November 13, 1999
                           and November 14, 1998
            Exhibit 11.2 - Computation of Earnings per Common
                           Share - Diluted
                           Forty Weeks ended November 13, 1999
                           and November 14, 1998
            Exhibit 11.3 - Computation of Earnings per Common
                           Share - Basic
                           Sixteen Weeks ended November 13, 1999
                           and November 14, 1998
            Exhibit 11.4 - Computation of Earnings per Common
                           Share - Basic
                           Forty Weeks ended November 13, 1999
                           and November 14, 1998
            Exhibit 27.1 - Financial Data Schedule

         b) REPORTS ON FORM 8-K

            - On August 4, 1999, CPI Corp. issued an Item 5 -
              Other Event reporting that CPI Corp. entered
              into agreements (the "First Amendments") to amend
              its three license agreements with Sears, Roebuck
              and Company.  In addition, these First Amendments
              also include a covenant by the Company not to
              compete in the portrait photography business in
              the United States, Canada or Puerto Rico during the
              term of the license agreements.

            - On August 25, 1999, CPI Corp. reported the issuance
              of a press release on August 25, 1999 announcing
              second quarter results.

            - On October 7, 1999, CPI Corp. reported the issuance
              of a press release announcing that it had provided
              American Securities Capital Partners, L.P. with
              current financial information in connection with
              it's finance arrangements for the acquisition of
              CPI Corp.

                              27
<PAGE>


            - On October 12, 1999, CPI Corp. reported the issuance
              of a press release announcing the termination of the
              Agreement and Plan of Merger dated June 15, 1999 by
              and among SPS International Holdings, Inc., SPS
              Acquisition, Inc. and CPI Corp.

            - On October 14, 1999, CPI Corp. reported the issuance
              of a press release dated October 13, 1999 announcing
              that CPI Corp. was resuming stock repurchases in the
              open market.

            - On October 19, 1999, CPI Corp. reported the issuance
              of a press release dated October 18, 1999 announcing
              the filing of a claim against American Securities
              Capital Partners, L.P. ("ASCP") and its affiliates
              SPS International Holdings, Inc. and SPS
              Acquisition, Inc.

            - On October 22, 1999, CPI Corp. reported the issuance
              of a press release dated October 21, 1999 announcing
              that it had cancelled the special meeting of its
              stockholders which was scheduled for 10 a.m. on
              Tuesday, October 26, 1999.




























                              28
<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 23, 1999























                              29
<PAGE>


<TABLE>
<CAPTION>
                              CPI CORP.

                             EXHIBIT INDEX


<S>                                                      <C>

Exhibit  5.1 - Second Amendment to License Agreement     31-35
               Sears, Roebuck and Co.

Exhibit  5.2 - Second Amendment to License Agreement     36-40
               Sears, Roebuck and Co. (Off-Premise)

Exhibit 11.1 - Computation of Earnings per Common           41
               Share - Diluted
               Sixteen Weeks Ended November 13, 1999
               and November 14, 1998

Exhibit 11.2 - Computation of Earnings per Common           42
               Share - Diluted
               Forty Weeks Ended November 13, 1999
               and November 14, 1998

Exhibit 11.3 - Computation of Earnings per Common           43
               Share - Basic
               Sixteen Weeks Ended November 13, 1999
               and November 14, 1998

Exhibit 11.4 - Computation of Earnings per Common           44
               Share - Basic
               Forty Weeks Ended November 13, 1999
               and November 14, 1998

Exhibit 27.1 - Financial Data Schedule



</TABLE>










                              30