NOTIFICATION OF THE REMOVAL FROM LISTING
AND REGISTRATION OF THE STATED SECURITIES

New York Stock Exchange LLC (the 'Exchange'
or the 'NYSE') hereby notifies the Securities
and Exchange Commission (the 'Commission')
of its intention to remove the entire class
of Common Stock of CPI Corp., (the 'Company')
from listing and registration on the Exchange
at the opening of business on March 5, 2012,
pursuant to the provisions of Rule 12d2-2 (b),
because, in the opinion of the Exchange, the
Common Stock is no longer suitable for
continued listing and trading on the Exchange.
NYSE Regulation has determined that the
Company is no longer suitable for listing
under Section 802.01B of the NYSE Listed
Company Manual in view of the fact that it
has fallen below the NYSE?s continued listing
standard regarding average global market
capitalization over a consecutive 30 trading
day period of less than $15 million,
which is a minimum threshold for listing.

The Company had previously fallen below the
NYSE's continued listing standard for average
global market capitalization over a consecutive
30 trading day period of less than $50 million
and latest reported shareholders' equity of
less than $50 million.  The Company's business
plan was previously accepted by NYSE Regulation,
however, in light of the subsequent
non-compliance with the aforementioned minimum
market capitalization standard, this plan
process is no longer available.

2. The Exchange, on February 3, 2012, determined
that the Common Stock should be suspended from
trading before the opening of the trading
session on February 9, 2012, and directed the
preparation and filing with the Commission of
this application for the removal of the Common
Stock from listing and registration on the
Exchange. The Company was notified by letter
on February 3, 2012.

3. Pursuant to the above authorization, a press
release was issued on February 3, 2012, and an
announcement was made on the 'ticker' of the
Exchange at the close of the trading session on
February 3, 2012 and other various dates of the
proposed suspension of trading in the Common
Stock. Similar information was included on the
Exchange's website. Trading in the Common Stock
on the Exchange was suspended before the
opening of the trading session on
February 9, 2012.

4. The Company had a right to appeal to the
Committee for Review of the Board of Directors
of NYSE Regulation the determination to delist
its Common Stock, provided that it filed a
written request for such a review with the
Secretary of the Exchange within ten business
days of receiving notice of delisting
determination. The Company did not file such
request within the specified time period.