CPI CORP
8-K, 1998-01-08
PERSONAL SERVICES
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               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) December 30,1997





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




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


<PAGE>

ITEM 5.  OTHER EVENTS

On December 30, 1997 and January 8, 1998, CPI Corp. issued the
following press releases:

  (A) CPI CORP. REPORTS SEASONAL SALES INCREASE IN PORTRAIT
      STUDIOS
      St. Louis, MO., December 30, 1997 - CPI Corp.(NYSE:CPY)
      today said that sales in the Sears Portrait Studios, its
      core business, have shown an increase over last year's
      comparable period through the Christmas week.  In making
      making the announcement, Alyn V. Essman, chairman and
      chief executive officer said, "In contrast to the flat
      year-to-year portrait studio sales in the recent third
      quarter, we have seen an increase of about six percent in
      the first seven weeks of the fourth quarter."

      Regarding the wall decor business, Essman said, "Prints
      Plus sales continue to be weak through Christmas."

      CPI is a consumer services company operating
      approximately 1,200 retail locations, including 1,030
      Sears Portrait Studios in the U.S., Puerto Rico and
      Canada and 157 Prints Plus wall decor stores.

  (B) CPI CORP. ANNOUNCES PRELIMINARY TENDER OFFER RESULTS
      St. Louis, MO., January 8, 1998 - CPI Corp. (NYSE:CPY)
      today announced the preliminary results of its Dutch
      Auction tender offer which expired Wednesday, January 7
      at 12:00 midnight, New York City time.

      The preliminary count by the depositary for the offer
      indicated that 1,999,215 shares were tendered and not
      withdrawn at or below $23.00 per share.  The number of
      shares tendered includes 2,407 odd-lot shares and 475,967
      shares tendered pursuant to guaranteed delivery.  CPI
      preliminarily expects to purchase 1,999,215 shares at
      such price representing 100% of the shares tendered at or
      below the $23.00 price.

      The determination of the actual number of shares
      purchased is subject to final confirmation and the proper
      delivery of all shares tendered and not withdrawn,
      including shares tendered pursuant to the guaranteed
      delivery procedure. Payment for such shares accepted for
      payment and return of any shares tendered but not
      accepted for payment will occur as soon as practicable.

      CPI is a consumer services company operating
      approximately 1,200 retail locations, including 1,030
      Sears Portrait Studios in the U.S., Puerto Rico and
      Canada and 157 Prints Plus wall decor stores.

<PAGE>

                           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:  January 8, 1998























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