PART I.  ITEM 6(a) EXHIBITS                       EXHIBIT 11
<TABLE>
CPI CORP. COMPUTATION OF EARNINGS PER COMMON SHARE
(in thousands of dollars except per share amounts)
Sixteen Weeks Ended November 9, 1996 and November 11, 1995

<CAPTION>
                                          Sixteen Weeks Ended  
                                         ---------------------  
                                          Nov. 09,     Nov. 11, 
                                            1996         1995   
                                         ---------    --------- 
<S>                                      <C>          <C>       
Primary:

  Net earnings (loss) applicable
    to common shares:
      From continuing operations         $  5,044     $  3,270  
      From discontinued operations             --          (94) 
                                         ---------    --------- 
        Net earnings (loss)              $  5,044     $  3,176  
                                         =========    ========= 
Shares (in thousands of shares): 
  
  Weighted average number of
    common shares outstanding              17,238       17,168  

  Shares issuable under employee
    stock plans - weighted average             44           37  

  Dilutive effect of exercise of
    certain stock options                      87          188  

  Less:  Treasury stock - weighted
    average                                (3,303)      (3,303) 
                                         ---------    --------- 
  Weighted average number of common
    and common equivalent shares
    outstanding                            14,066       14,090  
                                         =========    ========= 
Net earnings (loss) per common and
    common equivalent shares:
      From continuing operations         $   0.36     $   0.24  
      From discontinued operations             --        (0.01) 
                                         ---------    --------- 
        Net earnings                     $   0.36     $   0.23  
                                         =========    ========= 
</TABLE>
                             32
<PAGE>
PART I.  ITEM 6(a) EXHIBITS                       EXHIBIT 11

<TABLE>

CPI CORP. COMPUTATION OF EARNINGS PER COMMON SHARE
(in thousands of dollars except per share amounts)
Forty Weeks Ended November 9, 1996 and November 11, 1995

<CAPTION>
                                          Forty Weeks Ended 
                                       ------------------------ 
                                          Nov. 09,     Nov. 11, 
                                            1996         1995   
                                         ---------    --------- 
<S>                                      <C>          <C>       
Primary:

  Net earnings (loss) applicable
    to common shares:
      From continuing operations         $  2,111     $  5,398  
      From discontinued operations             --         (644) 
                                         ---------    --------- 
        Net earnings (loss)              $  2,111     $  4,754  
                                         =========    ========= 

Shares (in thousands of shares): 
  
  Weighted average number of
    common shares outstanding              17,227       17,167  

  Shares issuable under employee
    stock plans - weighted average             40           29  

  Dilutive effect of exercise of
    certain stock options                      52           91  

  Less:  Treasury stock - weighted
    average                                (3,303)      (3,303) 
                                         ---------    --------- 
  Weighted average number of common
    and common equivalent shares
    outstanding                            14,016       13,984  
                                         =========    ========= 
Net earnings (loss) per common and
    common equivalent shares:
      From continuing operations         $   0.15     $   0.39  
      From discontinued operations             --        (0.05) 
                                         ---------    --------- 
        Net earnings                     $   0.15     $   0.34  
                                         =========    ========= 
</TABLE>

                             33
<PAGE>