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 7, 1998

                   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 $0.40 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 5, 1998 ($25.81 per share): $243,984,345.

   As of May 5, 1998, 9,992,491 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 7, 1998, 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 11, 1998, 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.      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 8.      Financial Statements and Supplementary Data       9
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
               Reports on Form 8-K                         12-20
             Signatures                                    21-22
             Independent Auditors Report                      23
Schedule II  Valuation and Qualifying Accounts                24




</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 7, 1998, approximately 83%
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 156 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 
                 Noncompetition 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 1,026 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 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 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,
                              4
<PAGE>


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.

     All of the Company's Canadian studios operate under a
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 1997 ANNUAL REPORT
TO SHAREHOLDERS, EXHIBIT 13 OF THIS FILING, IN THE DISCUSSION
ENTITLED "SEARS AND CPI - A SYMBIOTIC PAIRING." 

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


                              5

<PAGE>


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 7, 1998, the Company had approximately 7,911
employees.  Approximately 5,032 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 1997 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 13 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    300,000    Administration and   Owned     
                                    Photoprocessing
St. Louis, Missouri     78,312    Warehousing          Leased (1)
St. Louis, Missouri      8,820    Warehousing          Leased (2)
St. Louis, Missouri     14,340    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 December 31, 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 937 portrait studios in Sears stores
pursuant to the license agreement with Sears.  See "RELATIONSHIP
WITH SEARS."  The Company also operates 89 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 156 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 1997.





































                              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 1997 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 1998 Proxy Statement, to
be dated within 120 days of the end of the Registrant's fiscal year
1997, and is incorporated herein by reference.

     As of April 9, 1998, the market price of the Registrant's
common stock was $26.19 per share with 9,918,327 shares 
outstanding and approximately 2,458 holders of record.

ITEM 6.  SELECTED FINANCIAL DATA

     Information required under this Item is contained in the
Registrant's 1997 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 1997 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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
         RISK

     Not applicable.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Information required under this Item is contained in the
Registrant's 1997 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.
                              9
<PAGE>


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 1998 Proxy Statement, to be dated within 120 days of
the end of the Registrant's fiscal year 1997, and is incorporated
herein by reference.

ITEM 11.  EXECUTIVE COMPENSATION

     Information required under this Item will be contained in the
Registrant's 1998 Proxy Statement, to be dated within 120 days of
the end of the Registrant's fiscal year 1997, 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 1998 Proxy Statement, to be dated within 120 days of
the end of the Registrant's fiscal year 1997, 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 1997 Annual Report to Shareholders), and
       are incorporated herein by reference.

   (2) Financial Statements:

       (a) Consolidated Balance Sheets as of February 7, 1998
           and February 1, 1997
       (b) Consolidated Statements of Earnings for the fiscal years
           ended February 7, 1998, February 1, 1997 and
           February 3, 1996
       (c) Consolidated Statements of Changes in Stockholders'
           Equity for the fiscal years ended February 7, 1998,
           February 1, 1997 and February 3, 1996
       (d) Consolidated Statements of Cash Flows for the fiscal
           years ended February 7, 1998, February 1, 1997 and
           February 3, 1996

       Information required under these items is contained in the
       Registrant's 1997 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 1997 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
            24), and is incorporated herein by reference.

                              12
<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 14, 1997, the Company filed a Form 8-K Current
     Report disclosing the issuance of a press release which
     announced: due to a decline in customer activity in recent
     weeks, third quarter sales in the Portrait Studio division   
     will fall short of prior expectation.  However, operating    
     earnings are expected to show an increase in the Portrait    
     Studio division.  In addition the impact of the sale of the  
     Fox Photo joint venture to Kodak was discussed.  

     On December 8, 1997, the Company filed a Form 8-K Current
     Report disclosing the issuance of a press release which
     announced third quarter results:  operating earnings in Sears
     Portrait Studios increase 24.2% on flat sales while wall 
     decor segment continues weak sales activity and charges
     related to sale of joint venture obscure operating earnings
     increase, resulting in net loss.

     On December 9, 1997, the Company filed a Form 8-K Current
     Report disclosing the issuance of a press release which
     announced: the commencement today of an offer to purchase up
     to 2,350,000 shares of common stock, or approximately 19.8%
     of its shares outstanding, from existing stockholders through 
     a procedure commonly referred to as a "Dutch Auction" tender 
     offer in which stockholders can tender their shares at prices 
     not in excess of $23.00 nor less than $18.00 per share.  The 
     offer expires at 12:00 midnight, New York City time on 
     January 7, 1998.

     On January 8, 1998, the Company filed a Form 8-K Current
     Report disclosing the issuance of two press releases which
     announced: sales in the Sears Portrait Studios business have 
     shown an increase over last year's comparable period through 
     the Christmas week and preliminary results of the Company's  
     Dutch Auction.

     On January 14, 1998, 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 January 7, 1998.          
     Specifically, 1,999,215 shares tendered under the Dutch      
     Auction were purchased by the Company at $23.00 per share.
                              13
<PAGE>


(c)  Index to Exhibits

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

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

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

(4.2)  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

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

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

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

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

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

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

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

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

(4.11) Second Amendment to Note   Form 10-Q     9/2/94    1-10204
       Agreement dated 6/14/94
</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>    
(4.12) 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

<TABLE>
<CAPTION>
                                    PAGE NUMBER
                                     FORM 10-K
                                   ------------- 
<S>                                     <C>      
(10.1)  Employment Contract             25
        Alyn V. Essman     

(10.2)  Employment Contract             26
        Russell H. Isaak   

(10.3)  Employment Contract             27
        Patrick J. Morris  

(10.4)  Employment Contract             28
        Barry C. Arthur    

(10.5)  Employment Contract             29
        Fran Scheper       
</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.
<TABLE>
<CAPTION>
                                                     REGISTRATION
  INFORMATION INCORPORATED     DOCUMENT       FILING  COMMISSION 
       BY REFERENCE            REFERRED TO     DATE    FILE NO.  
-----------------------------  ------------- -------- -----------
<S>                               <C>           <C>      <C>     
(10.6)  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

(10.7)  Deferred Compensation     Annual Report 5/1/92   1-10204 
        and Stock Appreciation    on Form 10-K,
        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 Compensation     Annual Report 5/1/92   1-10204 
        and Retirement Plan for   on Form 10-K,
        Non-Management Directors  dated 4/24/92
</TABLE>
                             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>     
(10.10) CPI Corp. Stock Option    Form S-8      7/28/92  33-50082
        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 CPI    Form 10-Q     9/3/93   1-10204 
        Corp. Shareholder Rights
        Plan

(10.15) Second Amendment to CPI   Form 8-K      8/3/95   0-11227 
        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

(10.20) License Agreement -       Annual Report 5/3/95   1-10204
        Sears, Roebuck & Co.      on Form 10-K
                                  dated 4/6/95
</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>    
(10.21) 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 Revolving    Form 10-Q      12/8/97  1-10204
        Credit Agreement

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

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

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



                              19

<PAGE>


<TABLE>
<CAPTION>
                                                       Page Number
                                                        Form 10-K 
                                                       -----------
<S>                                                       <C>
EXHIBIT 11. COMPUTATION OF EARNINGS PER COMMON SHARE      30-31

EXHIBIT 13. 1997 ANNUAL REPORT TO SHAREHOLDERS               32

EXHIBIT 21. SUBSIDIARIES OF THE REGISTRANT                   33

EXHIBIT 23. INDEPENDENT AUDITORS' CONSENT                    34

EXHIBIT 27. FINANCIAL DATA SCHEDULE                          

</TABLE>  

































                              20

<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 9, 1998
-----------------------   Chief Executive Officer
   (Alyn V. Essman)       and Director (Principal
                          Executive Officer)

/s/ Milford Bohm         Director                    April 9, 1998
-----------------------
   (Milford Bohm)

/s/ Mary Ann Krey        Director                    April 9, 1998
-----------------------
   (Mary Ann Krey)

/s/ Lee Liberman         Director                    April 9, 1998
-----------------------
   (Lee Liberman)

/s/ Nicholas L. Reding   Director                    April 9, 1998
-----------------------
   (Nicholas L. Reding)

/s/ Martin Sneider       Director                    April 9, 1998
-----------------------
   (Martin Sneider)

</TABLE>

                              21

<PAGE>


SIGNATURES OF DIRECTORS AND PRINCIPAL OFFICERS (Continued)

<TABLE>
<CAPTION>
    Signature                     Title                  Date
-------------------      ------------------------    -------------
<S>                      <C>                         <C>          
/s/ Robert L. Virgil     Director                    April 9, 1998
-----------------------
   (Robert L. Virgil)

/s/ Russell Isaak        President and Director      April 9, 1998
-----------------------
   (Russell Isaak)

/s/ Patrick J. Morris    Senior Executive Vice       April 9, 1998
-----------------------   President and Director
   (Patrick J. Morris)

/s/ Barry C. Arthur      Vice President and          April 9, 1998
-----------------------   Treasurer (Principal
   (Barry C. Arthur)      Financial and
                          Accounting Officer)
</TABLE>


























                              22

<PAGE>


                  INDEPENDENT AUDITORS' REPORT


The Board of Directors and Stockholders
CPI Corp.:


     Under date of April 9, 1998, we reported on the consolidated
balance sheets of CPI Corp. and subsidiaries as of February 7, 1998
and February 1, 1997, 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 7,
1998, as contained in the 1997 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 1997 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 9, 1998












                              23

<PAGE>


                                                      SCHEDULE II

                VALUATION AND QUALIFYING ACCOUNTS

CPI CORP. CONSOLIDATED ALLOWANCE FOR UNCOLLECTIBLE RECEIVABLES
    FISCAL YEARS ENDED FEBRUARY 7, 1998, FEBRUARY 1, 1997
                   AND FEBRUARY 3, 1996

<TABLE>
<CAPTION>

                          FEBRUARY 7,   FEBRUARY 1,   FEBRUARY 3,
                             1998          1997          1996    
                          -----------   -----------   -----------
<S>                         <C>          <C>            <C>      
Balance at beginning
of year                     $    382     $  1,216       $  1,277
                            =========    =========      =========
Balance at end
of year                     $    291     $    382       $  1,216 
                            =========    =========      =========

</TABLE>


The majority of receivable amounts at year ending 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.





                              24