EXHIBIT 10.44

          (PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)

         THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT

     THIS THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT (this
"Amendment") is made and entered into as of the 16th day of
January, 2002, by and among CPI CORP., a Delaware corporation
(the "Borrower"), U.S. BANK NATIONAL ASSOCIATION (which was
formerly known as Firstar Bank, N.A., which is the successor
by merger to Firstar Bank Missouri, National Association) and
COMMERCE BANK, NATIONAL ASSOCIATION (collectively, the
"Banks") and U.S. BANK NATIONAL ASSOCIATION (which was
formerly known as Firstar Bank, N.A., which is the successor
by merger to Firstar Bank Missouri, National Association), as
agent for the Banks (in such capacity, the "Agent").

                       WITNESSETH:

     WHEREAS, Borrower, the Banks and the Agent are parties to
that certain Revolving Credit Agreement dated as of June 27,
2000, as amended by that certain First Amendment to Revolving
Credit Agreement dated as of July 20th, 2001, and that certain
Second Amendment to Revolving Credit Agreement dated as of
November 8th, 2001 (as so amended, the "Revolving Credit
Agreement"; all capitalized terms used and not otherwise
defined in this Amendment shall have the respective meanings
ascribed to them in the Revolving Credit Agreement as amended
by this Amendment); and

     WHEREAS, Borrower, the Banks and the Agent desire to amend
the Revolving Credit Agreement in the manner hereinafter set
forth;

     NOW, THEREFORE, in consideration of the premises and for
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower, the
Banks and the Agent hereby agree as follows:

     1.   Clause (v) of Section 2.02(a) of the Revolving Credit
Agreement is hereby deleted in its entirety and the following
substituted in lieu thereof:

          "(v) after giving effect to the issuance of the
     requested Letter of Credit, the sum of the aggregate
     undrawn face amount of all outstanding Letters of Credit
     plus all unreimbursed drawings with respect thereto must
     not exceed the lesser of  (A) the total Commitments of
     all of the Banks at such time or (B) $10,000,000.00;
     and"

     2.   Pursuant to Borrower's request, the Banks hereby
waive the existing Event of Default under the Revolving
Credit Agreement caused solely by the aggregate undrawn face
amount of all outstanding Letters of Credit plus all
unreimbursed drawings with respect thereto exceeding
$5,000,000.00 in violation of clause (v) of Section 2.02(a)
of the Revolving Credit Agreement. This paragraph is not and
shall not be construed as (a) a waiver of any of the other
terms, provisions, conditions or covenants contained in the
Revolving Credit Agreement or of any other Default or Event
of Default, if any, existing under the Revolving Credit
Agreement as of the date hereof or (b) a commitment on the
part of any Bank to waive any future Default or Event of
Default under the Revolving Credit Agreement resulting from
any subsequent violation of clause (v) of Section 2.02(a) of
the Revolving Credit Agreement or any other future Default or
Event of Default under the Revolving Credit Agreement.

     3.   Borrower hereby agrees to reimburse the Agent upon
demand for all out-of-pocket costs and expenses (including,
without limitation, reasonable attorneys' fees and expenses)
incurred by the Agent in the preparation, negotiation and
execution of this Amendment and any and all other agreements,
documents, instruments and/or certificates relating to the
amendment of Borrower's existing credit facilities with the
Agent and the Banks (collectively, the "Loan Documents").
Borrower further agrees to pay or reimburse the Agent and the
Banks for (a) any stamp or other taxes (excluding income or
gross receipts taxes) which may be payable with

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respect to the execution, delivery, filing and/or recording
of any of the Loan Documents and (b) the cost of any filings
and searches, including, without limitation, Uniform
Commercial Code filings and searches.  All of the obligations
of Borrower under this paragraph shall survive the payment
of the Borrower's Obligations and the termination of the
Revolving Credit Agreement.

     4.   All references in the Revolving Credit Agreement to
"this Agreement" and any other references of similar import
shall henceforth mean the Revolving Credit Agreement as
amended by this Amendment.

     5.   Except to the extent specifically amended by this
Amendment, all of the terms, provisions, conditions,
covenants, representations and warranties contained in the
Revolving Credit Agreement shall be and remain in full force
and effect and the same are hereby ratified and confirmed.

     6.   This Amendment shall be binding upon and inure to
the benefit of Borrower, the Banks and the Agent and their
respective successors and assigns, except that Borrower may
not assign, transfer or delegate any of its rights or
obligations under the Revolving Credit Agreement as amended
by this Amendment.

     7.   Borrower hereby represents and warrants to the
Agent and each of the Banks that:

            (a)   the execution, delivery and performance by
     Borrower of this Amendment are within the corporate
     powers of Borrower, have been duly authorized by all
     necessary corporate action and require no action by or
     in respect of, consent or approval of or filing or
     recording with, any governmental or regulatory body,
     instrumentality, authority, agency or official or any
     other Person;

            (b) the execution, delivery and performance by
     Borrower of this Amendment do not conflict with, or
     result in a breach of the terms, conditions or
     provisions of, or constitute a default under or result
     in any violation of, the terms of the Certificate of
     Incorporation or By-Laws of Borrower, any applicable
     law, rule, regulation, order, writ, judgment or decree
     of any court or governmental or regulatory body,
     instrumentality, authority, agency or official or any
     agreement, document or instrument to which Borrower is
     a party or by which Borrower or any of its Property or
     assets is bound or to which Borrower or any of its
     Property or assets is subject;

             (c) this Amendment has been duly executed and
     delivered by Borrower and constitutes the legal, valid
     and binding obligation of Borrower enforceable against
     Borrower in accordance with its terms, except as such
     enforceability may be limited by (i) applicable
     bankruptcy, insolvency or similar laws affecting the
     enforcement of creditors' rights generally and (ii)
     general principles of equity (regardless of  whether
     such enforceability is considered in a proceeding in
     equity or at law);

             (d) all of the representations and warranties
     made by Borrower and/or any other Obligor in the
     Revolving Credit Agreement and/or in any other
     Transaction Document are true and correct in all
     material respects on and as of the date of this
     Amendment as if made on and as of the date of this
     Amendment; and

             (e) as of the date of this Amendment and after
     giving effect to this Amendment, no Default or Event of
     Default under or within the meaning of the Revolving
     Credit Agreement has occurred and is continuing.

     8.   In the event of any inconsistency or conflict
between this Amendment and the Revolving Credit Agreement,
the terms, provisions and conditions contained in this
Amendment shall govern and control.

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

     10.  ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY,
EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A
DEBT, INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT, ARE
NOT ENFORCEABLE.  TO PROTECT BORROWER, THE BANKS AND THE
AGENT FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS
REACHED BY BORROWER, THE BANKS AND THE AGENT COVERING SUCH
MATTERS ARE CONTAINED IN THE REVOLVING CREDIT AGREEMENT AS
AMENDED BY THIS AMENDMENT AND THE OTHER TRANSACTION
DOCUMENTS, WHICH REVOLVING CREDIT AGREEMENT AS AMENDED BY
THIS AMENDMENT AND OTHER TRANSACTION DOCUMENTS ARE A COMPLETE
AND EXCLUSIVE STATEMENT OF THE AGREEMENTS AMONG BORROWER, THE
BANKS AND THE AGENT, EXCEPT AS BORROWER, THE BANKS AND THE
AGENT MAY LATER AGREE IN WRITING TO MODIFY THEM.

     11.  Notwithstanding any provision contained in this
Amendment to the contrary, this Amendment shall not be
effective unless and until the Agent shall have received:
          (a) this Amendment, duly executed by Borrower and
     each of the Banks;

          (b) a copy of resolutions of the Board of Directors
     of Borrower, duly adopted, which authorize the
     execution, delivery and performance of this Amendment;

          (c) an incumbency certificate, executed by the
     Secretary of Borrower, which shall identify by
     name and title and bear the signatures of all of the
     officers of Borrower executing this Amendment; and

          (d) certificates of corporate good standing of
     Borrower issued by the Secretaries of States of
     the States of Delaware and Missouri.


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     IN WITNESS WHEREOF, Borrower, the Banks and the Agent
have executed this Third Amendment to Revolving Credit
Agreement as of the 16th day of January, 2002.


CPI CORP.


By: /s/ Barry Arthur
       -----------------------------------------------
Title: Barry Arthur, Chief Financial Officer


U.S. BANK NATIONAL ASSOCIATION


By: /s/ Joseph L. Sooter
       -----------------------------------------------
Title: Joseph L. Sooter, Jr., Vice President


COMMERCE BANK, NATIONAL ASSOCIATION


By: /s/ Robert Sanders
       -----------------------------------------------
Title: Robert Sanders, Assistant Vice President


U.S. BANK NATIONAL ASSOCIATION, as Agent


By: /s/ Joseph L. Sooter
       ----------------------------------------------
Title: Joseph L. Sooter, Jr., Vice President

















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