EXHIBIT 5.2

                        REVOLVING CREDIT NOTE

$10,000,000.00                               St. Louis, Missouri
                                                   June 27, 2000

FOR VALUE RECEIVED, on the last day of the Revolving Credit Period,
the undersigned, CPI CORP., a Delaware corporation ("Borrower"),
hereby promises to pay to the order of COMMERCE BANK, NATIONAL
ASSOCIATION ("Bank"), the principal sum of Ten Million Dollars
($10,000,000.00), or such lesser sum as may then constitute the
aggregate unpaid principal amount of all Loans made by Bank to
Borrower pursuant to the Revolving Credit Agreement referred to
below.  The aggregate principal amount of Loans which Bank shall be
committed to have outstanding under this Note at any one time shall
not exceed Ten Million Dollars ($10,000,000.00), which amount may
be borrowed, paid, reborrowed and repaid, in whole or in part,
subject to the terms and conditions of this Note and of the
Revolving Credit Agreement referred to below.  Borrower further
promises to pay to the order of Bank interest on the aggregate
unpaid principal amount of such Loans on the dates and at the rate
or rates provided for in the Revolving Credit Agreement.  All such
payments of principal and interest shall be made in lawful currency
of the United States in Federal or other immediately available
funds at the office of Firstar Bank Missouri, National Association,
One Firstar Plaza, 12th Floor, St. Louis, Missouri 63101, or such
other place as the Agent may from time to time designate in
writing.

     Bank shall record in its books and records the date, amount,
type and maturity of each Loan made by it to Borrower and the date
and amount of each payment of principal and/or interest made by
Borrower with respect thereto; provided, however, that the
obligation of Borrower to repay each Loan made by Bank to
Borrower under this Note shall be absolute and unconditional,
notwithstanding any failure of Bank to make any such recordation or
any mistake by Bank in connection with any such recordation. The
books and records of Bank showing the account between Bank and
Borrower shall be admissible in evidence in any action or
proceeding and shall constitute prima facie proof of the items
therein set forth in the absence of manifest error.

     This Note is one of the "Notes" referred to in the Revolving
Credit Agreement dated as of the date hereof by and among

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Borrower, the Banks from time to time party thereto and Firstar
Bank Missouri, National Association, as Agent, as the same may from
time to time be amended, modified, extended, renewed or restated
(the "Revolving Credit Agreement").  The Revolving Credit
Agreement, among other things, contains provisions for acceleration
of the maturity of this Note upon the occurrence of certain stated
events and also for prepayments on account of principal hereof and
interest on this Note prior to the maturity of this Note upon the
terms and conditions specified therein.  All capitalized terms used
and not otherwise defined in this Note shall have the respective
meanings ascribed to them in the Revolving Credit Agreement.

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

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

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

CPI CORP.


BY: \s\ Barry Arthur
    -----------------------
    Barry Arthur
    Chief Financial Officer