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) October 18, 1996





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



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




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




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




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





ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

On October 7, 1996, the Company announced Eastman Kodak Company
has completed its purchase of a 51% stake in the Company's Fox
Photo, Inc. subsidiary for $56.1 million in cash.  Details of the
transaction were previously disclosed on a Form 8-K Current 
Report filed with the Securities and Exchange Commission
Registration Commission File No. 0-11227 on August 22, 1996 and
are incorporated herein by reference.  An excerpt from the August
22, 1996 filing summarizing the transaction is as follows:

          "On August 8, 1996, the Company announced that it had  
          entered into a definitive agreement with Eastman Kodak 
          Company ("Kodak") to establish a joint venture with
          Kodak to own and operate the Company's retail
          photofinishing business.  The retail photofinishing
          business is currently conducted by the Company's Fox
          Photo, Inc. ("Fox") and Proex Photo Systems, Inc.
          ("Proex") subsidiaries.  Proex is a wholly owned
          subsidiary of Fox.

          Pursuant to a Subscription Agreement, dated August 8,  
          1996, by and among Kodak, the Company, Consumer 
          Programs Holding, Inc. (a wholly owned subsidiary of 
          the Company) ("Holding") and Fox (the "Subscription    
          Agreement"), Kodak will purchase new shares of Fox     
          constituting 51% of the then outstanding common stock 
          of Fox for a cash purchase price of $56.1 million.  
          The purchase price will be subject to upward or 
          downward adjustment to account for changes in Fox's 
          net worth between April 27, 1996 and the date the      
          transaction is consummated.

          Pursuant to the terms of a Stockholders' Agreement (the
          "Stockholders' Agreement") to be entered into by Kodak,
          the Company, Holding and Fox upon consummation of the  
          joint venture transaction, at any time from and after  
          January 1, 1999 Kodak can require the Company to sell
          its interest in Fox and the Company can require Kodak 
          to purchase the Company's interest in Fox for a price  
          equal to 49% of (A) Fox's "fair market value" (as      
          determined pursuant to the Stockholders' Agreement at  
          the time such "put" or "call" right is exercised) less 
          (B) $30 million. In no event, however, will such       
          purchase price for the Company's remaining interest in 
          Fox be less than $53.9 million.  Additionally, prior to 
          January 1, 1999, the Stockholders' Agreement will      
          entitle Kodak to require that the Company sell its     
          remaining interest in Fox to Kodak upon a "change in   
          control" (as defined in the Stockholders' Agreement) of 
          the Company for a purchase price of $53.9 million.




          The Stockholders' Agreement provides that Kodak will   
          designate four members and the Company will designate  
          three members of Fox's seven-member Board of Directors. 
          Alyn V. Essman, the Company's Chairman and Chief       
          Executive Officer, will be the initial Chairman of 
          Fox's Board of Directors.  Certain specified significant 
          actions will require the consent of both Kodak and the 
          Company."


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

     A.   Financial Statements of Business Acquired.

          Not applicable.

     B.   Pro Forma Financial Information.

     As of the date of filing of this Current Report on Form 8-K,
     it is impracticable for the Registrant to provide the pro
     forma financial information required by this Item 7(B).  In
     accordance with Item 7(B) of Form 8-K, such financial 
     statements shall be filed by amendment to this Form 8-K no
     later than 60 days after October 4, 1996.

     C.  Exhibits.

     None.


ITEM 5.  OTHER EVENTS.

On October 18, 1996, CPI Corp. issued the following press
release:

CPI CORP. SAYS 3RD QUARTER PORTRAIT STUDIO SALES LOWER THAN
EXPECTED

     ST. LOUIS, MO., October 18, 1996 - CPI Corp. (NYSE-CPY) said
     today that, due to lower-than-expected third quarter       
     portrait studio sales, it no longer anticipates that 1996  
     full-year comparable earnings will exceed those of 1995.

     In making the announcement, Alyn V. Essman, chairman and   
     chief executive officer said, "In earlier communications, we
     stated that we expected CPI's full-year results for the 1996
     fiscal year ending February 1, 1997 to show an increase over
     comparable earnings of last year.  Those expectations were
     predicated on a strong second half, including the all-      
     important fourth quarter.  In our Sears Portrait Studio 
     division we are approximately five weeks into the holiday
     season portrait activity, and early results indicate that,


     although sales should exceed last year's, we are not
     experiencing the sales strength we anticipated.

     "Our best estimates at this time are that third quarter
     portrait studio sales could be approximately four million
     dollars lower than previously expected.  This sales short-
     fall could reduce pre-tax portrait studio operating income
     approximately $2.5 million from our prior expectations.
     While our very important fourth quarter is difficult to
     predict, these recent results and the trend suggest that
     full-year comparable overall earnings (before consideration
     of effects of the photofinishing joint venture and/or
     pending share repurchases) are likely to be below last     
     year's."

     This release contains certain "forward looking statements" 
     that are subject to risks and uncertainties.  The Company's
     actual results and performance could differ materially from
     those anticipated depending on, among other things, customer
     demand for the Company's services, the amount of revenue
     derived from the Portrait Studio Division through the fiscal
     year end and the overall level of economic activity in the 
     Company's major markets.

     CPI is a consumer services company with $527.6 million in
     fiscal 1995 sales from continuing operations, operating over
     1,700 retail locations, including 1,020 Sears Portrait
     Studios in the U.S., Puerto Rico and Canada, 153 Prints Plus
     wall decor locations and, in a joint venture with Eastman
     Kodak Company, 550 photofinishing locations.



























                           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 thereunto duly authorized.




                                          CPI CORP.           
                                        (Registrant)





                             /s/  Barry Arthur                
                                 -----------------------------
                                  Barry Arthur
                                  Authorized Officer and
                                  Principal Financial Officer


Dated:  October 18, 1996