EXHIBIT 11.2

CPI CORP. COMPUTATION OF EARNINGS PER SHARE - BASIC
FISCAL YEARS ENDED FEBRUARY 5, 2005, FEBRUARY 7, 2004 AND FEBRUARY 1, 2003

thousands except share and per share data
	2004			2003			2002
Common shares outstanding at beginning of
fiscal period		18,360,238			18,288,006			18,201,743
Shares issued during the period - weighted average		49,536			54,113			76,709
Less: Treasury stock - weighted average		(10,521,370	)		(10,260,500	)		(10,238,303	)
Weighted average number of common and common
equivalent shares		7,888,404			8,081,619			8,040,149
Net earnings (loss) applicable to common shares:
From continuing operations	$	(14,762	)	$	5,842		$	7,783
From discontinued operations		(3,746	)		(4,624	)		(1,243	)
Net earnings (loss)	$	(18,508	)	$	1,218		$	6,540
Net earnings (loss) per common and common
equivalent shares:
From continuing operations	$	(1.87	)	$	0.72		$	0.97
From discontinued operations		(0.48	)		(0.57	)		(0.16	)
Earnings (loss) per common share	$	(2.35	)	$	0.15		$	0.81

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