UNITED STATES SECURITIES & EXCHANGE COMMISSION
                      WASHINGTON, D.C.   20549

                            FORM 10-K405

           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
              OF THE SECURITIES EXCHANGE ACT OF 1934

             For the fiscal year ended February 1, 1997

                   COMMISSION FILE NUMBER 1-10204
                   ------------------------------
                              CPI CORP.

        (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE                                               43-1256674 
(State of Incorporation)                           (I.R.S. Employer
                                                Identification No.)

1706 WASHINGTON AVENUE
ST. LOUIS, MISSOURI                                      63103-1790
(Address of principal executive offices)                (Zip Code) 


REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (314) 231-1575
                        -------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                           NAME OF EACH EXCHANGE 
    TITLE OF EACH CLASS                     ON WHICH REGISTERED  
------------------------------             -----------------------
  Common Stock $.40 par value              New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:  None

   INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS 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
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  _____.

   INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS
PURSUANT TO ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND
WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN
DEFINITIVE PROXY OR INFORMATION STATEMENTS INCORPORATED BY
REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K.
YES __X__     NO  _____.



   Aggregate market value of the Registrant's voting stock held by
non-affiliates, based upon the closing price of said stock on the
New York Stock Exchange - Composite Transaction Listing on
April 30, 1997 ($16.13 per share): $178,800,579.

   As of April 30, 1997, 11,730,165 shares of the Common Stock,
$0.40 par value, of the Registrant were outstanding.

   DOCUMENTS INCORPORATED BY REFERENCE:

   Portions of the Annual Report to Shareholders for the year ended
February 1, 1997, are incorporated by reference into Parts I, II
and IV of this Report.

   Portions of the Proxy Statement relating to the Annual Meeting
of Shareholders to be held June 12, 1997, are incorporated by
reference into Part III of this Report.
<PAGE>

PAGE NUMBERS REFER TO PAPER DOCUMENT
<TABLE>
                        TABLE OF CONTENTS

                                                         PAGE
<S>                                                      <C>
PART I
------

Item 1.   Business                                         3-6
Item 2.   Properties                                         7
Item 3.   Legal Proceedings                                  8
Item 4.   Submission of Matters to a Vote of
            Security Holders                                 8


PART II
-------

Item 5.   Market for Registrant's Common Equity and
            Related Stockholder Matters                      9
Item 6.   Selected Financial Data                            9
Item 7.   Management's Discussion and Analysis of 
            Financial Condition and Results of Operations    9
Item 8.   Financial Statements and Supplementary Data        9
Item 9.   Disagreements on Accounting and Financial 
            Disclosure                                       9


PART III
--------

Item 10.  Directors and Executive Officers of the 
            Registrant                                      10
Item 11.  Executive Compensation                            10
Item 12.  Security Ownership of Certain Beneficial 
            Owners and Management                           10
Item 13.  Certain Relationships and Related Transactions    10


PART IV
-------

Item 14.  Exhibits, Financial Statement Schedules and
            Reports on Form 8-K                          11-17
          Signatures                                     18-19
          Independent Auditors Report                       20






<PAGE>

                           PART I
ITEM I.  BUSINESS

THE COMPANY
-----------
     CPI Corp. is a holding company engaged, through its
subsidiaries, in developing and marketing consumer services and
related products through a network of centrally-managed, small
retail locations.  The Company operates professional portrait
studios throughout the United States, Canada and Puerto Rico and
posters, prints and framing outlets throughout the United States. 
Unless the context otherwise requires, references herein to the
"Company" or "CPI Corp." mean CPI Corp., its consolidated
subsidiaries and their predecessor companies.

     For the fiscal year ended February 1, 1997, approximately 62%
of net sales and 91% of operating earnings (before deduction of
general corporate expenses, net interest income (expense), other
income and income tax expense) were derived from the Sears Portrait
Studio business.  The Company has operated portrait studios as a
Sears Roebuck and Company ("Sears") licensee since 1961, when it
was one of more than 15 Sears portrait photography licensees. 
Today, the Company is the only operator of Sears Portrait Studios
in the United States, Canada and Puerto Rico.  The Company is
materially dependent upon the continued goodwill of Sears and the
integrity of the Sears name in the retail marketplace.  The Company
believes that its relationship with Sears is excellent and that it
has been beneficial to both companies.  See "Business-Relationship
With Sears."

     CPI Corp. has operated in the wall decor business through
the acquisition of Prints Plus, Inc. ("Prints Plus") since 1993.
Prints Plus is a posters, prints and custom framing retail chain
with 156 stores located in malls throughout the United States.

     Until October 1996, the Company also operated photographic
finishing laboratories throughout the United States. The Company
started up its photo finishing business in 1982.  On August 19,
1991, the Company acquired Fox Photo, Inc., and on December 1,
1992, the Company purchased the operational assets of Pemtom, Inc.,
a Minneapolis-based company operating under the name Proex.  On
June 3, 1996, the Company announced the sale to Wolf Camera, Inc.
of 50 one-hour photofinishing stores located in Florida, Georgia,
Illinois and Tennessee.  On October 4, 1996, the Company entered
into a joint venture with Eastman Kodak Company.  The new Joint
Venture now owns and operates the Company's retail photofinishing
business previously conducted by the Company's Fox Photo, Inc. and
Proex Photo Systems, Inc. subsidiaries and operated under the trade
names of Fox Photo, CPI Photo Finish and Proex.  Proex is a wholly 


                              3

<PAGE>
owned subsidiary of Fox.  As of February 1, 1997, the Joint Venture
operated 484 photo-finishing locations under the names of CPI Photo
Finish, Fox Photo and Proex.  

     On April 4, 1996, the Company announced its intention to sell
certain assets of its Electronic Publishing operations. On May 3,
1996, the Company completed the transaction for $4.8 million.
Additionally, the purchaser assumed certain liabilities of the
Electronic Publishing operation which aggregate approximately
$900,000.  A provision of $3.8 million was made in 1995 to reflect
the discontinued business at its estimated realizable value.  The
Company has classified the Electronic Publishing operation as a
discontinued operation in 1995 and has reclassified the prior
years' financial statements to reflect this change.

     The executive offices are located at 1706 Washington Avenue,
St. Louis, Missouri, 63103-1790. CPI Corp.'s telephone number is
(314) 231-1575 and address on the world-wide web is
http://www.cpicorp.com.  

RELATIONSHIP WITH SEARS
-----------------------
     The Company operates its 1032 Sears Portrait Studio locations
under a license agreement.  The agreement is terminable by either
the Company or Sears with respect to any or all studios upon
90-days notice.  Early in 1993, Sears announced plans to close 113
stores, which included 38 Sears stores with portrait studios.  The
Company has relocated some of these studios to new sites in the
same market areas.  Except in connection with store closings, Sears
has never terminated the operation of any Company studio under any
license agreement.  The relationship with Sears is long-standing
and the Company has no reason to believe that Sears will exercise
its rights under the agreement to reduce materially the scope of
the Company's business with Sears.

     The Company and Sears entered into its current license
agreement for fixed location studios as of January 1, 1994.  This
agreement expires on December 31, 1998.  The agreement provides
that the Company pay Sears a license fee of 15% of total annual net
sales for studios located in a Sears store.  Net sales are defined
as gross sales less customer returns, allowances and sales taxes. 
The Company provides all studio furniture, equipment, fixtures and
leasehold improvements and conducts advertising at its own expense,
and is responsible for hiring, training and compensating the
Company employees and must indemnify Sears against all claims.

     The Company's freestanding studios in retail malls that
operate under the Sears name pay a license fee of 7.5% of total
annual net sales per studio and benefit from advertising under the
Sears name.


                              4
<PAGE>
     All of the Company's Canadian studios operate under an April
6, 1977, nonexclusive license agreement with Sears Canada, Inc.,
which is a subsidiary of Sears.  The agreement renews automatically
on a year-to-year basis but is terminable by either party on 60
days' notice.  The license fee is 15% of net sales.  The Company
provides all studio furniture, equipment, fixtures and leasehold
improvements and conducts all advertising at its own expense and is
responsible for its Canadian employees.

     As a Sears licensee, the Company enjoys the benefits of its
use of the Sears name, Sears' daily cashiering and bookkeeping
system, store security services and customers' ability to use their
Sears credit cards to purchase the Company's products or services,
for which Sears bears the credit risk of authorized credit card
use. 

COMPETITION
-----------
     The Company competes in the portrait photography business with
a number of companies that operate fixed-location, traveling and
freestanding photography studios.  Independent professional photo- 
graphers also compete with the Company in various locations.  The
Company believes that its portrait photography products are
competitive in terms of price, quality and convenience of purchase
with similar products of its competitors.

     The Company competes with numerous national, regional and
local framing retailers serving the wall decor segment of the home
furnishings market.  The primary competitors in this business are
franchise locations, small regional chains and many individual
stores which focus on custom framing.  Other competitors in this
segment include mass merchants and other specialty home furnishings
stores which offer a fixed selection of pre-framed prints.  The
Company believes it competes successfully in this segment by
offering a large selection of prints and frames, fast custom
framing service and very competitive pricing.

SUPPLIER RELATIONSHIPS
----------------------
     The Company purchases photographic paper and film for its
studio operations primarily from one major manufacturer.  The
Company purchases other equipment and supplies used in its studios
from a number of suppliers and is not dependent upon any supplier
for any specific kind of equipment.  The Company has had no
difficulty in the past obtaining sufficient material to conduct its
businesses.  The Company believes its relations with suppliers are
good.





                              5
<PAGE>
SEASONALITY
-----------
     The Company's professional portrait photography and wall decor
businesses are seasonal, with the largest volume of sales occurring
in the third and fourth fiscal quarters during the periods
preceding and including the Thanksgiving/Christmas season.  

EMPLOYEES
---------
     At February 1, 1997, the Company had approximately 10,569
employees.  Approximately 7,599 of these employees were part-time
or temporary employees.  The Company's employees are not members of
any union and the Company has experienced no work stoppages.  The
Company believes that its relations with its employees are good.

ADDITIONAL INFORMATION REQUIRED UNDER THIS ITEM I IS CONTAINED IN
THE REGISTRANT'S 1996 ANNUAL REPORT TO SHAREHOLDERS, EXHIBIT 13 OF
THIS FILING, IN THE DISCUSSION OF THE COMPANY'S BUSINESS SEGMENTS
AND KEY OPERATING UNITS.

































                              6
<PAGE>

ITEM 2.  PROPERTIES

      The following table sets forth certain information concerning
the Company's principal facilities:


</TABLE>
<TABLE>
Principal Facilities - CPI Corp.
<CAPTION>

                     APPROXIMATE
                       AREA IN         PRIMARY         OWNERSHIP 
   LOCATION          SQUARE FEET        USES           OR LEASE  
-------------------  ------------ ------------------   ----------
<S>                    <C>        <C>                  <C>       
St. Louis, Missouri    300,000    Administration and   Owned     
                                    Photoprocessing
St. Louis, Missouri     78,312    Warehousing          Leased (1)
St. Louis, Missouri     49,364    Warehousing          Leased (2)
St. Louis, Missouri     13,140    Printing             Leased (3)
Brampton, Ontario       40,000    Administration,      Owned     
                                    Warehousing and
                                    Photoprocessing
Las Vegas, Nevada       12,200    Photoprocessing      Leased (4)
Thomaston, Connecticut  25,000    Administration and   Owned     
                                   Photoprocessing
Concord, California     43,088    Administration,      Leased (5)
                                    Warehousing and
                                    Manufacturing
<FN>
(1)  Lease term expires on June 30, 1999.
(2)  Lease term expires on February 28, 1998.
(3)  Lease term expires on November 30, 1999.
(4)  Lease term expires on July 31, 1998.
(5)  Lease term expires on March 31, 2002.

</FN>
</TABLE>

     The Company operates its portrait studios in Sears stores
pursuant to the license agreement with Sears.  See "Relationship
with Sears."  The Company also operates Sears Portrait studios
located in shopping centers, which are generally leased for at
least three years with some having renewal options.  The wall
decor locations are generally in enclosed regional malls with
lease terms of ten years without renewal options.







                              7
<PAGE>
ITEM 3.  LEGAL PROCEEDINGS

     There are various suits pending against the Company, none of
which is material in nature.  It is the opinion of management that
the ultimate liability, if any, resulting from such suits will not
materially affect the consolidated financial position or results of
operations of the Company.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to stockholders for a vote during
the fourth quarter of fiscal year 1996.







































                              8
<PAGE>
                            PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS

     Information required under this Item is contained in the
Registrant's 1996 Annual Report to Shareholders, Exhibit 13 of
this filing, in the section titled "Selected Quarterly Financial
Data," and will be contained in the Registrant's 1997 Proxy
Statement, to be dated within 120 days of the end of the
Registrant's fiscal year 1996, and is incorporated herein by
reference.

     As of April 3, 1997, the market price of the Registrant's
common stock was $17.25 per share with 11,730,333 shares
outstanding and approximately 2,166 holders of record.

ITEM 6.  SELECTED FINANCIAL DATA

     Information required under this Item is contained in the
Registrant's 1996 Annual Report to Shareholders, Exhibit 13 of
this filing, in the section titled "Financial Background and
Trends," and is incorporated herein by reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

     Information required under this Item is contained in the
Registrant's 1996 Annual Report to Shareholders, Exhibit 13 of
this filing, in the sections titled "Management's Discussion and
Analysis - Overview," "Management's Discussion and Analysis -
Financial Condition," "Management's Discussion and Analysis -
Results of Operations," and "Management's Discussion and Analysis
of Cash Flows," and is incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Information required under this Item is contained in the
Registrant's 1996 Annual Report to Shareholders, Exhibit 13 of
this filing, in the sections titled "Consolidated Balance Sheets,"
"Consolidated Statements of Earnings," "Consolidated Statement of
Changes in Stockholders' Equity," "Consolidated Statement of Cash
Flows," "Notes to Consolidated Financial Statements" and
"Selected Quarterly Financial Data," and is incorporated herein
by reference.

ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

     Not Applicable.



                              9
<PAGE>

                           PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Information required under this Item will be contained in the
Registrant's 1997 Proxy Statement, to be dated within 120 days of
the end of the Registrant's fiscal year 1996, and is incorporated
herein by reference.


ITEM 11.  EXECUTIVE COMPENSATION

     Information required under this Item will be contained in the
Registrant's 1997 Proxy Statement, to be dated within 120 days of
the end of the Registrant's fiscal year 1996, and is incorporated
herein by reference.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

     Information required under this Item will be contained in the
Registrant's 1997 Proxy Statement, to be dated within 120 days of
the end of the Registrant's fiscal year 1996, and is incorporated
herein by reference.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Not Applicable.





















                              10
<PAGE>

                               PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
          FORM 8-K

(a)  Index to Certain Documents

   (1) Independent Auditor's Reports 

       These reports are included in this filing under the sections
       titled "Independent Auditors' Report" in this Form 10-K and
       "Exhibit 13" (under the title "Independent Auditors' Report"
       in the Registrant's 1996 Annual Report to Shareholders), and
       are incorporated herein by reference.

   (2) Financial Statements:

       (a) Consolidated Balance Sheets as of February 1, 1997
           and February 3, 1996
       (b) Consolidated Statements of Earnings for the fiscal years
           ended February 1, 1997, February 3, 1996 and
           February 4, 1995
       (c) Consolidated Statements of Changes in Stockholder's
           Equity for the fiscal years ended February 1, 1997,
           February 3, 1996 and February 4, 1995
       (d) Consolidated Statements of Cash Flows for the fiscal
           years ended February 1, 1997, February 3, 1996 and
           February 4, 1995

       Information required under these items is contained in the
       Registrant's 1996 Annual Report to Shareholders, Exhibit 13
       of this filing, under the sections titled "Consolidated
       Balance Sheets," "Consolidated Statements of Earnings,"
       "Consolidated Statement of Changes in Stockholders'
       Equity," and "Consolidated Statements of Cash Flows," and
       is incorporated herein by reference.

   (3) Notes to Consolidated Financial Statements

       This information is included in the Registrant's 1996 Annual
       Report to Shareholders, Exhibit 13 of this filing, under
       the section titled "Notes to Consolidated Financial
       Statements," and is incorporated herein by reference.

   (4) Financial Statement Schedules

       II.  Valuation and Qualifying Accounts
                      
            This information is included in this filing under the
            section titled "Schedule II" in this Form 10-K (page  
            21), and is incorporated herein by reference.

                              11
<PAGE>

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
          FORM 8-K  (Continued)

       All other schedules and notes under Regulation S-X are
       omitted because they are either not applicable, not
       required or the information called for therein appears in
       the consolidated financial statements or notes thereto.

(b)  Reports on Form 8-K

     On November 12, 1996, the Company filed a Form 8-K Current
     Report disclosing the issuance of a press release which
     announced the final results of the Company's Dutch Auction
     tender offer, which had expired on November 4, 1996. Of the
     4,436,388 shares tendered under the Dutch Auction, 2,250,000
     shares were purchased by the Company at $19.00 per share.

     On December 4, 1996, the Company filed a report on Form 8-KA
     amending the previously filed October 18, 1996 Form 8-K
     Current Report concerning the formation of the Fox Photo,
     Inc. Joint Venture with Eastman Kodak and Company.  The
     amendment stated pro forma financial information required
     by item 7(B) would be filed by amendment to the Form 8-K
     dated October 18, 1996 on or before December 17, 1996.

     On December 9, 1996, the Company filed a report on Form 8-KA
     amending the previously filed October 18, 1996 Form 8-K
     Current Report concerning the formation of the Fox Photo,
     Inc. Joint Venture with Eastman Kodak and Company.  The
     amendment provided the following financial information:
     historical and pro forma Consolidated Statements of 
     Earnings for the twenty-four weeks ended July 20, 1996 
     and the fifty-two weeks ended February 3, 1996; historical
     and pro forma Consolidated Balance Sheet-Assets for 
     July 20, 1996; historical and pro forma Consolidated 
     Balance Sheet-Liabilities and Stockholders' Equity for
     July 20, 1996; and Notes to Pro Forma Consolidated
     Financial Statements.

     On December 10, 1996, the Company filed a Form 8-K Current
     Report disclosing the issuance of a press release which
     announced:  operating earnings for the third quarter declined
     36.3% from prior year levels and earnings from continuing
     operations increased 54.3% due to a gain on the formation of
     the Fox Photo, Inc. Joint Venture with Eastman Kodak and
     Company.






                              12
<PAGE>

(c)  Index to Exhibits

EXHIBIT 3.  ARTICLES OF INCORPORATION AND BYLAWS     
                                                     Page Number
                                                      Form 10-K
                                                     -----------
(3.1)   Amendment to Bylaws                               22

Information required by this Exhibit 3 is incorporated by reference
to the below listed documents  with corresponding filing date and
registration or Commission file numbers where applicable.

<TABLE>
<CAPTION>
                                                     REGISTRATION
INFORMATION INCORPORATED       DOCUMENT       FILING  COMMISSION 
     BY REFERENCE              REFERRED TO     DATE    FILE NO.  
-----------------------------  ------------- -------- -----------
<S>                            <C>           <C>       <C>       
(a) Articles of Incorporation  Annual Report 4/30/90   1-10204   
                               on Form 10-K
                               dated 4/27/90

(b) Bylaws                     Annual Report 4/30/90   1-10204   
                               on Form 10-K
                               dated 4/27/90

(c) Amendment to Bylaws        Annual Report 5/4/94    1-10204   
                               on Form 10-K
                               dated 4/6/94

(d) Amendment to Bylaws        Form 8-K      8/3/95    0-11227   

</TABLE>


















                              13
<PAGE>

EXHIBIT 4.  INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS,
                       INCLUDING DEBENTURES

Information required by this Exhibit 4 is incorporated by reference
to the below listed documents  with corresponding filing date and
registration or Commission file numbers where applicable.

<TABLE>
<CAPTION>
                                                     REGISTRATION
INFORMATION INCORPORATED       DOCUMENT       FILING  COMMISSION
     BY REFERENCE              REFERRED TO     DATE    FILE NO.  
-----------------------------  ------------- -------- -----------
<S>                            <C>           <C>       <C>       
(a) Articles of Incorporation  Annual Report 4/30/90   1-10204   
    and Bylaws                 on Form 10-K
                               dated 4/27/90

(b) Note Agreement for Series  Form 10-Q     9/3/93    1-10204
    A Senior Notes Due August
    31, 2000 and Series B
    Notes Due August 31, 2000

(c) Pledge Agreement           Form 10-Q     9/3/93    1-10204

(d) Series A Senior Note Due   Form 10-Q     9/3/93    1-10204
    August 31, 2000, No. R-A1

(e) Series B Senior Note Due   Form 10-Q     9/3/93    1-10204
    August 31, 2000, No. R-B1

(f) Series B Senior Note Due   Form 10-Q     9/3/93    1-10204
    August 31, 2000, No. R-B2

(g) CPI Corp. Shareholder      Form 8-A      5/2/89        -  
    Rights Plan

(h) First Amendment to CPI     Form 10-Q     9/3/93    1-10204
    Corp. Shareholder Rights
    Plan

(i) Second Amendment to CPI    Form 8-K      8/3/95    0-11227
    Corp. Shareholder Rights
    Plan

(j) First Amendment to Note    Form 10-Q     9/2/94    1-10204
    Agreement dated 2/24/94

(k) Second Amendment to Note   Form 10-Q     9/2/94    1-10204
    Agreement dated 6/14/94

</TABLE>
                              14
<PAGE>
EXHIBIT 10.  MATERIAL CONTRACTS

Additional information required by this Exhibit 10 is incorporated
by reference to the below listed documents with corresponding
filing date and registration or Commission file numbers where
applicable.

[CAPTION]
<TABLE>
                                                     REGISTRATION
  INFORMATION INCORPORATED     DOCUMENT       FILING  COMMISSION 
       BY REFERENCE            REFERRED TO     DATE    FILE NO.  
-----------------------------  ------------- -------- -----------
<S>                            <C>           <C>       <C>       
(a) CPI Corp. 1981 Stock       Annual Report 5/5/93    1-10204   
    Bonus Plan (As Amended     on Form 10-K,
    and Restated on 2/3/91)    dated 4/30/93

(b) Deferred Compensation      Annual Report 5/1/92    1-10204   
    and Stock Appreciation     on Form 10-K,
    Rights                     dated 4/24/92

(c) CPI Corp. Restricted       Annual Report 5/1/92    1-10204   
    Stock Plan                 on Form 10-K,
                               dated 4/24/92

(d) Deferred Compensation      Annual Report 5/1/92    1-10204   
    and Retirement Plan for    on Form 10-K,
    Non-Management Directors   dated 4/24/92

(e) CPI Corp. Stock Option     Form S-8      7/28/92   33-50082  
    Plan (As Amended and
    Restated effective 2/2/92)

(f) Registration of            Form 8-A      3/21/89      -      
    Securities on the New
    York Stock Exchange

(g) CPI Corp. Shareholder      Exhibit to    5/2/89       -      
    Rights Plan                Form 8-A

(h) CPI Voluntary Stock        Form D        3/31/93      -      
    Option Plan

(i) First Amendment to CPI     Form 10-Q     9/3/93    1-10204   
    Corp. Shareholder Rights
    Plan

(j) Second Amendment to CPI    Form 8-K      8/3/95    0-11227   
    Corp. Shareholder Rights
    Plan
</TABLE>
                              15
<PAGE>

EXHIBIT 10.  MATERIAL CONTRACTS (Continued)
<TABLE>
<CAPTION>
                                                     REGISTRATION
  INFORMATION INCORPORATED     DOCUMENT       FILING  COMMISSION 
       BY REFERENCE            REFERRED TO     DATE    FILE NO.  
-----------------------------  ------------- -------- -----------
   <S>                             <C>           <C>     <C>     
   (k) $60 Million Revolving       Form 10-Q     9/1/95  1-10204
       Credit Agreement

   (l) $25 Million Revolving       Form 10-Q     9/1/95  1-10204
       Credit Note with
       Mercantile Bank

   (m) $20 Million Revolving       Form 10-Q     9/1/95  1-10204
       Credit Note with
       Harris Trust & Savings

   (n) $15 Million Revolving       Form 10-Q     9/1/95  1-10204
       Credit Note with
       The Daiwa Bank

   (o) License Agreement -         Annual Report 5/3/95  1-10204
       Sears, Roebuck & Co.        on Form 10-K
                                   dated 4/6/95

   (p) Employment Contract -       Annual Report 5/3/95  1-10204
       Alyn V. Essman *            on Form 10-K
                                   dated 4/6/95

   (q) Employment Contract -       Annual Report 5/3/95  1-10204
       Russell H. Isaak *          on Form 10-K
                                   dated 4/6/95

   (r) Employment Contract -       Annual Report 5/3/95  1-10204
       Patrick J. Morris *         on Form 10-K
                                   dated 4/6/95

   (s) Employment Contract -       Annual Report 5/3/95  1-10204
       David E. April #            on Form 10-K
                                   dated 4/6/95

<FN>
*  Employment contracts are automatically renewed and extended for
   one year unless terminated by the Board of Directors or the    
   employee.
#  Per an agreement dated January 24, 1997, David E. April 
   retired from service at CPI Corp. effective February 2, 1997.
</FN>
</TABLE>

                              16
<PAGE>

EXHIBIT 10.  MATERIAL CONTRACTS (Continued)
<TABLE>
<CAPTION>
                                                     REGISTRATION
  INFORMATION INCORPORATED     DOCUMENT       FILING  COMMISSION 
       BY REFERENCE            REFERRED TO     DATE    FILE NO.  
-----------------------------  ------------- -------- -----------
<S>                                <C>           <C>     <C>     

   (t) Employment Contract -       Annual Report 5/3/95  1-10204
       Barry C. Arthur *           on Form 10-K
                                   dated 4/6/95

   (u) Employment Contract -       Annual Report 5/3/95  1-10204
       Jane E. Nelson *            on Form 10-K
                                   dated 4/6/95

   (v) Employment Contract -       Annual Report 5/3/95  1-10204
       Fran Scheper *              on Form 10-K
                                   dated 4/6/95

(10.1) CPI Consent to Assignment   Annual Report 5/2/96  1-10204
       and Assumption of           on Form 10-K 
       $15 Million Revolving       dated 4/4/96
       Credit Note

(10.2) Notification of Assignment  Annual Report 5/2/96  1-10204
       and Assumption of           on Form 10-K
       $15 Million Revolving       dated 4/4/96
       Credit Note Agreement

<FN>
*  Employment contracts are automatically renewed and extended for
   one year unless terminated by the Board of Directors or the    
   employee.
</FN>
</TABLE>
                                                       Page Number
                                                        Form 10-K 
                                                       -----------

EXHIBIT 11. COMPUTATION OF EARNINGS PER COMMON SHARE        23

EXHIBIT 13. 1996 ANNUAL REPORT TO SHAREHOLDERS              24

EXHIBIT 21. SUBSIDIARIES OF THE REGISTRANT                  25

EXHIBIT 23. INDEPENDENT AUDITORS' CONSENT                   26

EXHIBIT 27. FINANCIAL DATA SCHEDULE 


                              17
<PAGE>
                            SIGNATURES
  Pursuant to the requirements of Section 13 or 15 (d) 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.
                      BY:  /s/  Alyn V. Essman  
                           -------------------------
                               (Alyn V. Essman)
                           Chairman of the Board and
                            Chief Executive Officer

  Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities indicated.

<TABLE>
SIGNATURES OF DIRECTORS AND PRINCIPAL OFFICERS
<CAPTION>
    Signature                     Title                  Date
-------------------      ------------------------    -------------
<S>                      <C>                         <C>          
/s/ Alyn V. Essman       Chairman of the Board,      April 3, 1997
-----------------------   Chief Executive Officer
   (Alyn V. Essman)       and Director (Principal
                          Executive Officer)

/s/ Milford Bohm         Director                    April 3, 1997
-----------------------
   (Milford Bohm)

/s/ Mary Ann Krey        Director                    April 3, 1997
-----------------------
   (Mary Ann Krey)

/s/ Lee Liberman         Director                    April 3, 1997
-----------------------
   (Lee Liberman)

/s/ Nicholas L. Reding   Director                    April 3, 1997
-----------------------
   (Nicholas L. Reding)

/s/ Martin Sneider       Director                    April 3, 1997
-----------------------
   (Martin Sneider)

/s/ Robert L. Virgil     Director                    April 3, 1997
-----------------------
   (Robert L. Virgil)
</TABLE>
                              18
<PAGE>

<TABLE>
SIGNATURES OF DIRECTORS AND PRINCIPAL OFFICERS (continued)
<CAPTION>
    Signature                     Title                  Date
-------------------      ------------------------    -------------
<S>                      <C>                         <C>          

/s/ Russell Isaak        President                   April 3, 1997
-----------------------
   (Russell Isaak)

/s/ Patrick J. Morris    Senior Executive            April 3, 1997
-----------------------   Vice President
   (Patrick J. Morris)

/s/ Barry C. Arthur      Vice President and          April 3, 1997
-----------------------   Treasurer (Principal
   (Barry C. Arthur)      Financial and
                          Accounting Officer)
</TABLE>
































                              19
<PAGE>

                  INDEPENDENT AUDITORS' REPORT


The Board of Directors and Stockholders
CPI Corp.:


     Under date of April 3, 1997, we reported on the consolidated
balance sheets of CPI Corp. and subsidiaries as of February 1, 1997
and February 3, 1996, and the related consolidated statements of
earnings, changes in stockholders' equity, and cash flows for each
of the fiscal years in the three-year period ended February 1,
1997, as contained in the 1996 annual report to stockholders. 
These consolidated financial statements and our report thereon are
incorporated by reference in the annual report on Form 10-K of CPI
Corp. for the 1996 fiscal year.  In connection with our audits of
the aforementioned consolidated financial statements, we have also
audited the related financial statement schedule as listed in the
accompanying index.  The financial statement schedule is the
responsibility of the Company's management.  Our responsibility is
to express an opinion on this financial statement schedule based
on our audits.

     In our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.



/s/ KPMG Peat Marwick LLP
-------------------------
    KPMG PEAT MARWICK LLP



St. Louis, Missouri
April 3, 1997














                              20
<PAGE>
                VALUATION AND QUALIFYING ACCOUNTS

<TABLE>

CPI CORP. CONSOLIDATED ALLOWANCE FOR UNCOLLECTIBLE RECEIVABLES
    FISCAL YEARS ENDED FEBRUARY 1, 1997, FEBRUARY 3, 1996
                   AND FEBRUARY 4, 1995

<CAPTION>

                          FEBRUARY 1,   FEBRUARY 3,   FEBRUARY 4,
                             1997          1996          1995    
                          -----------   -----------   -----------
<S>                         <C>          <C>            <C>      
Balance at beginning
of year                     $  1,216     $  1,277       $    918
                            =========    =========      =========
Balance at end
of year                     $    382     $  1,216       $  1,277 
                            =========    =========      =========

</TABLE>


     The majority of receivable amounts are due from Sears for
amounts collected or to be collected by it, for which Sears assumes
all credit risks.

     The receivable balances for which an allowance for
uncollectible receivables is established relate primarily to sales
recorded through use of Company commercial charge accounts for
photofinishing and other products and services.

     The majority of the allowance for uncollectible receivables is
computed and adjusted every four weeks based on a predetermined
percentage of the related receivable balances.  These percentages
are determined using historical results adjusted for current
economic conditions.  As a result, the Company does not record
separate additions or deductions to the allowance for individual
accounts but rather adjusts every four weeks for the net change in
the computed allowance based on gross receivable balances.










                              21