(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)

EXHIBIT 10.49

         FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
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     THIS FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (this
"Amendment") is made and entered into as of the day of April,
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:
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     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 20, 2001, that
certain Second Amendment to Revolving Credit Agreement dated
as of November 8, 2001, and that certain Third Amendment to
Revolving Credit Agreement dated as of January 16, 2002 (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.   Section 5.02(o)(i) of the Revolving Credit Agreement
is hereby deleted in its entirety and the following substituted
in lieu thereof:

          "(i) Minimum Consolidated EBITDA.  Borrower will have
     a Consolidated EBITDA of at least (A) $34,000,000.00 during
     the four (4) consecutive fiscal quarter period of Borrower
     ending April 27, 2002, (B) $34,000,000.00 during the four
     (4) consecutive fiscal quarter period of Borrower ending
     July 20, 2002, (C) $35,000,000.00 during the four (4)
     consecutive fiscal quarter period of Borrower ending
     November 9, 2002, and (D) $39,000,000.00 during each four
     (4) consecutive fiscal quarter period of Borrower ending
     on or after February 1, 2003."

     2.   Borrower hereby agrees to pay the Agent for the ratable
benefit of the Banks a nonrefundable amendment fee in the amount
of $22,500.00 contemporaneously with the execution of this
Amendment.

     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 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.

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     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.

     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


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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.

     IN WITNESS WHEREOF, Borrower, the Banks and the Agent have
executed this Fourth Amendment to Revolving Credit Agreement as
of the 12th day of April, 2002.


                         CPI CORP.


                         By:    /s/ J. David Pierson
                                ------------------------
                                J. David Pierson
                         Title: Chairman and President


                         U.S. BANK NATIONAL ASSOCIATION


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







                         COMMERCE BANK, NATIONAL ASSOCIATION


                         By:    /s/Robert M. Sanders
                                ------------------------
                                Robert M. Sanders
                         Title: Assistant Vice President


                         U.S. BANK NATIONAL ASSOCIATION, as Agent


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


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