EXHIBIT 5.3

                      REVOLVING CREDIT NOTE

$20,000,000.00                               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 FIRSTAR
BANK MISSOURI, NATIONAL ASSOCIATION ("Bank"), the principal sum of
Twenty Million Dollars ($20,000,000.00), 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 Twenty Million Dollars ($20,000,000.00),
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