SECURITIES AND EXCHANGE COMMISSION

                     WASHINGTON, D.C. 20549

                            FORM 8-K

                         CURRENT REPORT



             Pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934



Date of Report (Date of earliest event reported) July 31, 2002




                           CPI CORP.
_______________________________________________________________
  (exact name of registrant as specified in its charter)




    Delaware               0-11227              43-1256674
_______________________________________________________________
(State or other          (Commission       (IRS Employer
 jurisdiction of          File Number)      Identification No.)
 incorporation)

 1706 Washington Avenue, St. Louis, Missouri        63103-1790
_______________________________________________________________
(Address of principal executive offices)            (Zip code)


Registrants' telephone number, including area code(314)231-1575
_______________________________________________________________



_______________________________________________________________
(Former name or former address, if changes since last report.)








ITEM 5.   OTHER EVENTS



A.   On July 31, 2002, CPI Corp. issued the following press
     release on the election of Jim Clifford to CPI Corp.'s
     Board:

     CPI CORP.
     NEWS FOR IMMEDIATE RELEASE     FOR RELEASE JULY 31, 2002

     FOR FURTHER INFORMATION CONTACT:

      NAME: Jane Nelson                FROM: CPI Corp.
      ADDRESS: 1706 Washington Avenue  CITY: St. Louis
      STATE, ZIP: Missouri  63103      TELEPHONE: (314)231-1575

     ----------------------------------------------------------

     FOR FURTHER INFORMATION AT FRB/WEBERSHANDWICK
      Mark Muehlfelt, Chicago 312/640-6767

        JIM CLIFFORD ELECTED TO CPI CORP. BOARD OF DIRECTORS

     ST. LOUIS, MO, JULY 31, 2002 - CPI CORP. (NYSE - CPY)
     announced the election of James R. Clifford to its Board
     of Directors.  He was elected by the Board of Directors
     to fill a vacancy and will serve a term through the 2003
     Annual Meeting of Stockholders.  Mr. Clifford joins three
     other directors elected to their first term at the 2002
     Annual Meeting:  Edmond A. Abrain, Joanne Griffin, and
     Dr. Virginia Weldon, and four Directors who were reelected
     at the 2002 Annual Meeting:  Lee Liberman, Dave Pierson,
     Nicholas Reding and Martin Sneider.

     Mr. Clifford was President and Chief Operating Officer
     of Sears Roebuck and Co. Full Line Stores from 1998
     until his retirement in August 2001.  He served as
     President, Chief Operating Officer and Director of
     Sears Canada from 1993 to 1998.  Prior to joining Sears,
     Mr. Clifford was Executive Vice President, Chief Financial
     and Administrative Officer for Gottschalk's Inc.; Senior
     Vice President, Chief Financial and Administrative Officer
     and Director of Russ Togs, Inc.; Executive Vice President
     Administration of Saks Fifth Avenue; and Vice President
     Strategic Planning and Vice President/Treasurer of Batus,
     Inc.  Commenting, Dave Pierson, Chairman and Chief
     Executive Officer, said, "We aredelighted that Jim has
     agreed to join our Board.  He brings a distinguished
     record of achievement spanning more than thirty years in
     senior executive positions with major retailers.  His
     extensive experience in finance, human resources,
     operations, change management, information technology
     and strategic business development will be invaluable
     as we implement our new strategic plan. As a director of
     other public companies, Jim has led corporate governance
     development, including board and committee mandates, and
     played key roles in audit and compensation committees."

     Continuing, Pierson said, "CPI will also benefit from the
     deep understanding of our core business and our customers
     Jim developed during his tenure as President and Chief
     Operating Officer of Sears Full Line Stores and his
     service as President and Chief Operating Officer of Sears
     Canada."

     CPI Corp. is a consumer services company, offering
     photography services through Sears Portrait Studios in
     the United States, Puerto Rico and Canada, photofinishing
     services through the searsphotos.com website and store
     systems technology and software development through
     Centrics Technology, Inc.







































                             SIGNATURE



     Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.





                              CPI CORP.
                              -------------------------------
                              (Registrant)




                              /s/ Gary W. Douglass
                              ------------------------------
                                  Gary W. Douglass
                                  Authorized Officer and
                                  Principal Financial Officer




Dated: August 2, 2002