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 6, 1999

                   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
May 4, 1999 ($27.00 per share): $252,827,298.

   As of May 4, 1999, 9,906,506 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 6, 1999, 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 22, 1999 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
Item 2.      Properties                                       7
Item 3.      Legal Proceedings                                8
Item 4.      Results of Votes of Security Holders             8

PART II
-------

Item 5.      Market for Registrant's Common Stock 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 7A.     Quantitative and Qualitative Disclosures
               About Market Risk                              9
Item 8.      Financial Statements and Supplementary Data     10
Item 9.      Changes in and Disagreements with Accountants
               on Accounting and Financial Disclosure        10

PART III
--------

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

PART IV
-------

Item 14.     Exhibits, Financial Statement Schedules and
               and Reports on Form 8-K                       12
             Signatures                                      22
             Independent Auditors Report                     24
Schedule II  Valuation and Qualifying Accounts               25


</TABLE>
<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.  Founded in 1942, CPI Corp. became a publicly
held company in 1982 and currently 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.

EXISTING BUSINESSES
-------------------
     For the fiscal year ended February 6, 1999, approximately
84% of net sales and substantially all of the 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.")

     In addition, since the 1993 acquisition of Prints Plus,
Inc. ("Prints Plus"), the Company operates a wall decor
business.  Prints Plus is a posters, prints and custom framing
retail chain with 152 stores located in malls throughout the
United States.

     The Company's 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.  

OTHER BUSINESSES
----------------
     In 1982, the Company started a photofinishing business and
continued operations until October 1996.  The following is a
chronological listing of the Company's business activities in
the photofinishing business: 
                              3
<PAGE>


1982-1991        Expanded photofinishing business to include 334 
                 locations operating under the name of CPI      
                 Photofinishing.
August 1991-     Acquired Fox Photo, Inc., which operated 305   
                 locations under the name Fox Photo.
December 1992-   Purchased operational assets of Pemtom, Inc.,  
                 operating 25 locations under the name of Proex.
June 1996-       Sold 50 one-hour photofinishing stores to Wolf 
                 Camera, Inc.
October 1996-    Established a joint venture with Eastman Kodak 
                 Company by selling 51% interest in existing
                 photofinishing operations.
October 1997-    Sold remaining 49% interest to Eastman Kodak   
                 Company and entered into a two-year Non-
                 competition and Nonsolicitation Agreement in
                 which the Company agreed not to engage in the
                 retail photofinishing business and not to 
                 employ previous photofinishing employees
                 without consent.

     The Company, from 1988 until 1996, also operated an
Electronic Publishing division.  In April 1996, the Company
announced its intentions to sell the assets of this division,
and in May of 1996, the sale was completed and the Company
classified the Electronic Publishing operation as a discounted
operation in fiscal year 1995 and reclassified the prior years'
financial statements to reflect this change.
 
RELATIONSHIP WITH SEARS
-----------------------
     The Company operates its 1,027 Sears Portrait Studio
locations under multiple license agreements.  The agreements are
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 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, which started in 1959, is long-standing
and the Company has no reason to believe that Sears will
exercise its rights under the agreements to reduce materially
the scope of the Company's business with Sears. 

     In the United States, the Company and Sears have entered
into three license agreements (Sears, Off-Mall and Puerto Rico)
for fixed location studios as of January 1, 1999.  These
agreements expire on December 31, 2003.  The Sears and Puerto
Rico agreements provide for the Company to pay Sears a license
fee of 15% of total annual net sales for studios located in a
Sears store.  The Off-Mall agreement provides for the Company to 
                              4
<PAGE>


pay Sears a license fee of 7.5% of total annual net sales for
studios not located in a Sears store but located in retail
locations where Sears does not otherwise have a presence.  Net
sales for all agreements 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.
 
     In Canada, all of the Company's studios operate under a
separate nonexclusive license agreement with Sears Canada, Inc.,
a subsidiary of Sears.  The agreement, originally negotiated in
1977, 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. 

FOR ADDITIONAL INFORMATION, SEE THE REGISTRANT'S 1998 ANNUAL
REPORT TO SHAREHOLDERS, EXHIBIT 13 OF THIS FILING, IN THE
DISCUSSION ENTITLED "SEARS AND CPI." 

COMPETITION
-----------
     In the portrait photography business, the Company competes
with a number of companies that operate fixed-location,
traveling and freestanding photography studios.  Independent
professional photographers 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.

     In the wall decor segment, the Company competes with
numerous national, regional and local framing retailers serving
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 is competitive in
this segment by 
                               5
<PAGE>


offering a large selection of prints and frames, fast custom
framing service and competitive pricing.

SUPPLIER RELATIONSHIPS
----------------------
     The Company purchases photographic paper and film for its
studio operations from two major manufacturers.  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.

SEASONALITY
-----------
     In the professional portrait photography business, sales
are seasonal, with the largest volume occurring in the 16-week
third and 12-week fourth fiscal quarters preceding and including
the Thanksgiving/Christmas season.  

     In the wall decor business, sales are seasonal, with the
largest volume occurring in the fourth fiscal quarter preceding
and including the Thanksgiving/Christmas season.

EMPLOYEES
---------
     At February 6, 1999, the Company had approximately 8,178
employees.  Approximately 5,221 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 1998 ANNUAL REPORT TO SHAREHOLDERS, EXHIBIT
13 OF THIS FILING, IN THE DISCUSSION OF THE COMPANY'S BUSINESS
SEGMENTS FOUND IN THE NOTES TO CONSOLIDATED STATEMENTS, ITEM 11
ENTITLED "INDUSTRY SEGMENT INFORMATION."












                              6
<PAGE>


ITEM 2.  PROPERTIES
     
     The following table sets forth certain information
concerning the Company's principal facilities:

<TABLE>
PRINCIPAL FACILITIES - CPI CORP.
<CAPTION>
                     APPROXIMATE
                       AREA IN         PRIMARY         OWNERSHIP 
 LOCATION            SQUARE FEET        USES           OR LEASE
-------------------  ------------ ------------------  ----------
<S>                    <C>        <C>                  <C>      

St. Louis, Missouri    270,000    Administration and   Owned 
                                    Photoprocessing
St. Louis, Missouri    155,000    Parking Lots         Owned
St. Louis, Missouri     78,312    Warehousing          Leased(1)
St. Louis, Missouri     14,340    Printing             Leased(2)
Brampton, Ontario       40,000    Administration,      Owned
                                    Warehousing and
                                    Photoprocessing
Las Vegas, Nevada       12,200    Photoprocessing      Leased(3)
Thomaston, Connecticut  25,000    Administration and   Owned 
                                    Photoprocessing
Concord, California     43,088    Administration,      Leased(4)
                                    Warehousing and
                                    Manufacturing
<FN>
(1)  Lease term expires on June 30, 1999.
(2)  Lease term expires on November 30, 1999.
(3)  Lease term expires on July 15, 2001.
(4)  Lease term expires on March 31, 2002.

</FN>
</TABLE>

     The Company operates 943 portrait studios in Sears stores
pursuant to the license agreement with Sears.  See "BUSINESS
RELATIONSHIP WITH SEARS."  The Company also operates 84 Sears
Portrait Studios located in shopping centers without Sears
stores, which are generally leased for at least three years with
some having renewal options.  The 152 wall decor locations
operated by the company 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.  RESULTS OF VOTES OF SECURITY HOLDERS

     No matters were submitted to stockholders for a vote during
the fourth quarter of fiscal year 1998.







































                              8
<PAGE>


                            PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
         STOCKHOLDER MATTERS
         
     Information required under this Item is contained in the
Registrant's 1998 Annual Report to Shareholders, Exhibit 13 of
this filing, in the section entitled "Selected Quarterly 
Financial Data," and will be contained in the Registrant's 1999
Proxy Statement, to be dated within 120 days of the end of the
Registrant's fiscal year 1998, and is incorporated herein by
reference.

     As of April 8, 1999, the market price of the Registrant's
common stock was $23.6875 per share with 9,898,777 shares
outstanding and approximately 2,010 holders of record.

ITEM 6.  SELECTED FINANCIAL DATA
         
     Information required under this Item is contained in the
Registrant's 1998 Annual Report to Shareholders, Exhibit 13 of 
this filing, in the section titled "Financial Highlights," 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 1998 Annual Report to Shareholders, Exhibit 13 of
this filing, in the sections entitled "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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
         RISK
         
     Market risks relating to the Company's operations result
primarily from changes in interest rates and changes in foreign 
exchange rates.  The Company's debt obligations have primarily  
fixed interest rates, therefore, the Company's exposure to 
changes in interest rates is minimal.  The Company's exposure to
changes in foreign exchange rates relates to the Canadian 
operations, which is minimal as these operations constitute less
than 4% of the Company's total assets, and less than 6% of the
Company's total sales.



                              9
<PAGE>


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
         
     Information required under this Item is contained in the
Registrant's 1998 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.  Additional information
required under this Item is contained in this Annual Report to
Shareholders, Schedule II of this filing, in the section titled
"Valuation and Qualifying Account", and is incorporated herein
by reference.

ITEM 9.  CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

     Not Applicable.
































                              10
<PAGE>


                           PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
         PERSONS OF THE REGISTRANT

     Information required under this Item will be contained in
the Registrant's 1999 Proxy Statement, to be dated within 120
days of the end of the Registrant's fiscal year 1998, and is
incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

     Information required under this Item will be contained in
the Registrant's 1999 Proxy Statement, to be dated within 120
days of the end of the Registrant's fiscal year 1998, 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 1999 Proxy Statement, to be dated within 120
days of the end of the Registrant's fiscal year 1998, and is
incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
         
     Not Applicable.























                              11
<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 1998
         Annual Report to Shareholders), and are incorporated
         herein by reference.

     (2) Financial Statements:

         (a) Consolidated Balance Sheets as of February 6, 1999
             and February 7, 1998
         (b) Consolidated Statements of Earnings for the fiscal
             years ended February 6, 1999, February 7, 1998 and
             February 1, 1997
         (c) Consolidated Statements of Changes in Stockholders'
             Equity for the fiscal years ended February 6, 1999,
             February 7, 1998 and February 1, 1997
         (d) Consolidated Statements of Cash Flows for the
             fiscal years ended February 6, 1999, February 7,
             1998 and February 1, 1997

         Information required under these items is contained in
         the Registrant's 1998 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 1998
         Annual Report to Shareholders, Exhibit 13 of this
         filing, under the section titled "Notes to Consolidated
         Financial Statements," and is incorporated herein by
         reference.

   




                              12
<PAGE>


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

  (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 24), and is incorporated herein by
              reference.

              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 December 21, 1998, the Company filed Form 8-K Current
     Report discussing the issuance of a press release which
     announced: third quarter sales for Sears Portrait Studios
     up 14.7% from last year.  The increase, however, was
     impacted by the shift of one week of seasonal sales from
     the fourth quarter.  The Wall Decor segment showed moderate
     growth to $17.8 million from $17 million, and gross profit
     was marginally higher.

(c)  Index to Exhibits





















                              13
<PAGE>


EXHIBIT 3.  ARTICLES OF INCORPORATION AND BYLAWS     

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>      

(3.1) Articles of            Annual Report  4/30/90   1-10204
      Incorporation          on Form 10-K
                             dated 4/27/90

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

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

(3.5) Amendment to Bylaws    Annual Report  5/2/97    1-10204
                             on Form
                             10-K405
                             dated 4/3/97 
</TABLE>


















                              14
<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>      

(4.1)  Articles of           Annual Report  4/30/90   1-10204
       Incorporation and     on Form 10-K
       Bylaws                dated 4/27/90

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

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

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

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

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

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

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



                              15
<PAGE>


EXHIBIT 4.  INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS,
            INCLUDING DEBENTURES (Continued)
<TABLE>
<CAPTION>
                                                    REGISTRATION
INFORMATION INCORPORATED     DOCUMENT      FILING   COMMISSION
BY REFERENCE                 REFERRED TO   DATE     FILE NO.
--------------------------   ------------- -------- ------------
<S>                          <C>            <C>       <C>      

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

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

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

(4.12) Note Agreement for    Form 8-K       7/1/97    0-11227
       CPI Corp. Senior
       Notes dated June 16,
       1997

(4.13) CPI Corp. 7.46%       Form 8-K       7/1/97    0-11227
       Senior Notes due 
       June 16, 2007,
       PPN 12617# ACO

(4.14) CPI Corp. 7.46%       Form 8-K       7/1/97    0-11227
       Senior Notes due 
       June 16, 2007,
       Security No. !Inv5641!

(4.15) Registration of       Form S-8       3/31/98   002-86403
       50,000 shares of 
       common to be issued 
       under the CPI Corp. 
       1981 Stock Bonus Plan

(4.16) Registration of       Form S-8       3/31/98   002-86403
       250,000 shares of
       common stock to be
       issued under the CPI
       Corp. Employees Profit
       Sharing Plan and Trust
</TABLE>

                              16
<PAGE>


EXHIBIT 10.  MATERIAL CONTRACTS

[CAPTION]
<TABLE>
                                             PAGE NUMBER
                                              FORM 10-K
                                            ------------- 
<S>                                              <C>      
(10.28)  License Agreement                       26
         Sears, Roebuck and Co.

(10.29)  License Agreement                       27
         Sears, Roebuck and Co.
         (Off Mall)

(10.30)  License Agreement                       28
         Sears Roebuck De Puerto Rico, Inc.    

(10.31)  License Agreement                       29
         Sears Canada, Inc.

(10.32)  CPI. Corp 1998 Employee Profit          30
         Sharing Plan and Trust

(10.33)  First Amendment to CPI. Corp            31
         Employee Profit Sharing Plan and Trust

</TABLE>

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

















                              17

<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>      
(10.1)  Employment Contract  Annual Report  5/6/98    1-10204
        Alyn V. Essman *     on Form 10-K,
                             dated 4/9/98

(10.2)  Employment Contract  Annual Report  5/6/98    1-10204
        Russell H. Isaak *   on Form 10-K
                             dated 4/9/98

(10.3)  Employment Contract  Annual Report  5/6/98    1-10204
        Patrick J. Morris *  on Form 10-K
                             dated 4/9/98

(10.4)  Employment Contract  Annual Report  5/6/98    1-10204
        Barry C. Arthur *    on Form 10-K
                             dated 4/9/98

(10.5)  Employment Contract  Annual Report  5/6/98    1-10204
        Fran Scheper *       on Form 10-K     
                             dated 4/9/98

(10.6)  CPI Corp. 1981 Stock Annual Report  5/5/93    1-10204 
        Bonus Plan (As       on Form 10-K,
        Amended and Restated dated 4/30/93
        on 2/3/91)

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

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

(10.9)  Deferred Compensa-   Annual Report  5/1/92    1-10204
        tion and Retirement  on Form 10-K,
        Plan for Non-        dated 4/24/92
        Management Directors
<FN>
*  Employment contract is automatically renewed and extended for
   one year unless terminated by the Board of Directors or the
   employee.
</FN>
</TABLE>
                              18
<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>  
(10.10) CPI Corp. Stock        Form S-8    7/28/92    33-50082
        Option Plan (As 
        Amended and Restated 
        effective 2/2/92)

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

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

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

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

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

(10.16) $60 Million Revolving  Form 10-Q   9/1/95      1-10204
        Credit Agreement

(10.17) $25 Million Revolving  Form 10-Q   9/1/95      1-10204
        Credit Note with
        Mercantile Bank

(10.18) $20 Million Revolving  Form 10-Q   9/1/95      1-10204
        Credit Note with
        Harris Trust & Savings

(10.19) $15 Million Revolving  Form 10-Q   9/1/95      1-10204
        Credit Note with
        The Daiwa Bank
</TABLE>





                              19
<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>

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

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

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

(10.24) $40 Million          Form 10-Q      12/8/97   1-10204
        Revolving Credit 
        Agreement

(10.25) $17 Million          Form 10-Q      8/29/97   1-10204
        Revolving Credit 
        Note with Mercantile 
        Bank National 
        Association

(10.26) $13 Million          Form 10-Q      8/29/97   1-10204
        Revolving Credit 
        Note with Harris 
        Trust and Savings

(10.27) $10 Million          Form 10-Q      8/29/97   1-10204
        Revolving Credit 
        Note with The 
        Sumitomo Bank, 
        Limited
<FN>
** Employment contract is automatically renewed and extended for
   one month unless terminated by the Board of Directors or the
   employee.
</FN>
</TABLE>
                              20
<PAGE>


<TABLE>
<CAPTION>
                                                    Page Number
                                                     Form 10-K  

                                                    -----------
<S>                                                       <C>
EXHIBIT 11. COMPUTATION OF EARNINGS PER COMMON SHARE      32

EXHIBIT 13. 1998 ANNUAL REPORT TO SHAREHOLDERS            34

EXHIBIT 21. SUBSIDIARIES OF THE REGISTRANT                35

EXHIBIT 23. INDEPENDENT AUDITORS' CONSENT                 36

EXHIBIT 27. FINANCIAL DATA SCHEDULE                       

</TABLE>  

































                              21
<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.

SIGNATURES OF DIRECTORS AND PRINCIPAL OFFICERS
<TABLE>
<CAPTION>
    Signature                     Title                  Date
-----------------------  ------------------------  -------------
<S>                      <C>                       <C>         
/s/ Alyn V. Essman       Chairman of the Board,    April 8, 1999
-----------------------   Chief Executive Officer
   (Alyn V. Essman)       and Director (Principal
                          Executive Officer)

/s/ Milford Bohm         Director                  April 8, 1999
-----------------------
   (Milford Bohm)

/s/ Mary Ann Krey        Director                  April 8, 1999
-----------------------
   (Mary Ann Krey)

/s/ Lee Liberman         Director                  April 8, 1999
-----------------------
   (Lee Liberman)

/s/ Nicholas L. Reding   Director                  April 8, 1999
-----------------------
   (Nicholas L. Reding)

/s/ Martin Sneider       Director                  April 8, 1999
-----------------------
   (Martin Sneider)



</TABLE>
                              22
<PAGE>


SIGNATURES OF DIRECTORS AND PRINCIPAL OFFICERS (Continued)

<TABLE>
<CAPTION>
    Signature                     Title                  Date
-----------------------  ------------------------  -------------
<S>                      <C>                       <C>          
/s/ Robert L. Virgil     Director                  April 8, 1999
-----------------------
   (Robert L. Virgil)

/s/ Russell Isaak        President and Director    April 8, 1999
-----------------------
   (Russell Isaak)

/s/ Patrick J. Morris    Senior Executive Vice     April 8, 1999
-----------------------   President and Director
   (Patrick J. Morris)

/s/ Barry C. Arthur      Vice President and        April 8, 1999
-----------------------   Treasurer (Principal
   (Barry C. Arthur)      Financial and
                          Accounting Officer)
</TABLE>



























                              23
<PAGE>


                  INDEPENDENT AUDITORS' REPORT


The Board of Directors and Stockholders
CPI Corp.:


     Under date of April 8, 1999, we reported on the
consolidated balance sheets of CPI Corp. and subsidiaries as of
February 6, 1999 and February 7, 1998, 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 6, 1999, as contained in the
1998 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
1998 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 LLP
-------------------------
    KPMG LLP



St. Louis, Missouri
April 8, 1999












                              24
<PAGE>


                                                    SCHEDULE II

                VALUATION AND QUALIFYING ACCOUNTS

CPI CORP. CONSOLIDATED ALLOWANCE FOR UNCOLLECTIBLE RECEIVABLES
    FISCAL YEARS ENDED FEBRUARY 6, 1999, FEBRUARY 7, 1998
        AND FEBRUARY 1, 1997 (in thousands of dollars)

<TABLE>
<CAPTION>

                        FEBRUARY 6,   FEBRUARY 7,   FEBRUARY 1,
                           1999          1998          1997 
                        -----------   -----------   -----------
<S>                     <C>           <C>           <C>     
Balance at beginning
of year                 $    291      $    382      $   1,216
                        ===========   ===========   ===========
Balance at end
of year                 $    302      $    291      $     382 
                        ===========   ===========   ===========

</TABLE>


The majority of receivable amounts at year ending February 6,
1999, February 7, 1998 and February 1, 1997, respectively are
due from portrait studio customers for amounts collected or to
be collected, for which the Company assumes all credit risks.

Prior to February 1, 1997, 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.




                              25