SC TO-I/A

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    AMENDMENT


                                       TO


                                   SCHEDULE TO


                      TENDER OFFER STATEMENT UNDER SECTION
           14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

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

                                    CPI CORP.
                       (NAME OF SUBJECT COMPANY (ISSUER))

                               CPI CORP. (ISSUER)
 (NAME OF FILING PERSON (IDENTIFYING STATUS AS OFFEROR, ISSUER OR OTHER PERSON))


                     COMMON STOCK, PAR VALUE $0.40 PER SHARE
                         (TITLE OF CLASS OF SECURITIES)


                                    125902106
                      (CUSIP NUMBER OF CLASS OF SECURITIES)


                                 JANE E. NELSON
                          SECRETARY AND GENERAL COUNSEL
                                    CPI CORP.
                 1706 WASHINGTON AVE., ST. LOUIS, MISSOURI 63103
                            TELEPHONE: (314) 231-1575
            (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
       TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)


                                    COPY TO:


                            STANLEY H. MEADOWS, P.C.
                                 HEIDI J. STEELE
                           MCDERMOTT, WILL & EMERY LLP
                             227 WEST MONROE STREET
                          CHICAGO, ILLINOIS 60606-5096
                            TELEPHONE: (312) 372-2000


                            CALCULATION OF FILING FEE


================================================================================


       TRANSACTION VALUATION*                        AMOUNT OF FILING FEE**
- -------------------------------------        -----------------------------------
           $14,000,000                                     $1,773,80


================================================================================

   *  Calculated solely for purposes of determining the amount of the filing
      fee. Pursuant to rule 0-11(b)(1) of the Securities Exchange Act of 1934,
      as amended, the Transaction Valuation was calculated assuming that
      1,000,000 outstanding shares of common stock, par value $0.40 per share,
      are being purchased at the maximum possible tender offer price of $14.00
      per share.

  ** The amount of the filing fee was previously paid.

 [ ]  Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
      and identify the filing with which the offsetting fee was previously paid.
      Identify the previous filing by registration statement number, or the Form
      or Schedule and the date of its filing.

      Amount Previously Paid: N/A       Filing Party: N/A
      Form or Registration No.: N/A     Date Filed:
      N/A

 [ ]  Check the box if the filing relates solely to preliminary communications
      made before the commencement of a tender offer.

      Check the appropriate boxes below to designate any transactions to which
      the statement relates:

 [ ]  third-party tender offer subject to Rule 14d-1.
 [X]  issuer tender offer subject to Rule 13e-4.
 [ ]  going-private transaction subject to Rule 13e-3.
 [ ]  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]


================================================================================


This Amendment amends the Tender Offer Statement on Schedule TO regarding the
tender offer by CPI Corp., a Delaware corporation ("CPI" or the "Company"), to
purchase for cash up to 1,000,000 shares of its common stock, par value $0.40
per share, including the associated Series A Participating Preferred Stock
Purchase Rights issued under the Rights Agreement, dated as of March 13, 2000,
between CPI and Harris Trust and Savings Bank., as Rights Agent, at a price not
more than $14.00 nor less than $11.00 per share, net to the seller in cash,
without interest, upon the terms and subject to the conditions set forth in the
offer to purchase, dated November 12, 2004 (the "Offer to Purchase"), and the
accompanying letter of transmittal (the "Letter of Transmittal"), which
together, as each may be amended and supplemented from time to time, constitute
the tender offer (collectively, the "Offer"). This Amendment is intended to
satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities
Exchange Act of 1934, as amended. Copies of the Offer to Purchase and the
related Letter of Transmittal were previously filed with the Schedule TO as
Exhibits (a)(1)(A) and (a)(1)(B), respectively.


         The information in the Offer is incorporated in this Amendment to
the Schedule TO by reference in response to all of the applicable items in the
Schedule TO, except that such information is hereby amended and supplemented to
the extent specifically provided herein.


         All defined terms not otherwise defined herein shall have the meanings
ascribed to such terms in the Offer to Purchase.

ITEMS 1-11, 13

            The Schedule TO is hereby amended and supplemented by adding the
following disclosure, as appropriate, for Items 1-11 and 13 thereof:

            National City Bank has chosen to terminate its financing commitment
to the Company, that was previously disclosed in the Offer to Purchase, based on
its views of the uncertain effects of the pending Sears and Kmart merger. The
Company's Offer was subject to its ability to obtain funding, on terms and
conditions satisfactory to us, under the commitment letter with National City
Bank to meet our expected future operating needs and capital cash requirements,
after taking into account the consummation of the offer. Due to National City
Bank's withdrawal of its commitment letter, the Company hereby terminates and
withdraws its previously announced dutch auction tender offer to purchase
1,000,000 shares of its outstanding common stock. The dutch auction tender was
previously announced on November 12, 2004.

ITEM 12.  EXHIBITS.

     Item 12 of the Schedule TO is hereby amended and supplemented by adding the
following:

(a)(5)  Text of press release issued by the Company on December 9, 2004
        announcing its withdrawal of the Offer.




                                    SIGNATURE


     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


Dated: December 9, 2004


                                         CPI CORP.

                                         By: /s/ Jane E. Nelson
                                             --------------------------------

                                         Name:  Jane E. Nelson
                                                -----------------------------

                                         Title: Secretary and General Counsel
                                                -----------------------------



                                       -7-

EX-99.(A)(5)

PRESS RELEASE                                                  Source: CPI Corp.

CPI ANNOUNCES WITHDRAWAL OF DUTCH AUCTION TENDER OFFER FOR ITS COMMON STOCK
Friday December 10, 7:35 am ET

ST. LOUIS, Dec. 10 /PRNewswire-FirstCall/ -- CPI Corp. (NYSE: CPY - News) today
announced that it will terminate and withdraw its previously announced Dutch
auction tender offer to purchase 1,000,000 shares of its outstanding common
stock. The Dutch auction tender was previously announced on November 12, 2004.

National City Bank has chosen to terminate its financing commitment to CPI based
on the Bank's view of the uncertain effects of the pending Sears and Kmart
merger. The Company strongly disagrees that National City Bank has the right to
terminate its commitment on the basis claimed. The Company, furthermore,
believes that the pending merger will have a positive effect on the Company's
business. Although CPI has cash resources today to complete the tender offer,
the Company believes that it is prudent not to go forward with its tender offer
without the committed bank facility in light of the Company's pending capital
investment program.

This press release is for informational purposes only and is not an offer to buy
or the solicitation of an offer to sell any shares of CPI's common stock. The
solicitation of offers to buy shares of CPI common stock will only be made
pursuant to the Offer to Purchase and related materials that CPI has made
available and filed with the SEC as part of the tender offer statement.
Stockholders should read those materials carefully because they will contain
important information, including the various terms of, and conditions to, the
offer. Stockholders will be able to obtain the Offer to Purchase and related
materials for free at the SEC's website at http://www.sec.gov or from our
information agent, Georgeson Shareholder Communications, Inc., by calling
toll-free (877) 255-0124. We urge stockholders to carefully read those materials
prior to making any decisions with respect to the tender offer.

Safe Harbor for Forward Looking Statements

The statements contained in this press release that are not historical facts are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, and involve risks and uncertainties. Management
wishes to caution the reader that these forward-looking statements, such as our
outlook for portrait studios, net income, future cash requirements, cost
savings, and capital expenditures, are only predictions or expectations; actual
events or results may differ materially as a result of risks facing us. Such
risks include, but are not limited to: customer demand for our products and
services, the overall level of economic activity in our major markets,
competitors' actions, manufacturing interruptions, dependence on certain
suppliers, changes in our relationship with Sears and the condition and
strategic planning of Sears, fluctuation in operating results, the attraction
and retention of qualified personnel, unforeseen difficulties arising from
installation and operation of new equipment in our portrait studios and other
risks as may be described in our filings with the Securities and Exchange
Commission, including our Form 10-K for the year ended February 7, 2004. The
Company disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

CPI is a portrait photography company offering photography services in the
United States, Puerto Rico and Canada through Sears Portrait Studios. The
Company also operates searsphotos.com, an on-line photofinishing service as well
as the vehicle for the Company's customers to archive, share portraits via email
and order additional portraits and products.



- ------------------------------
Source: CPI Corp.