THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO
RULE 901 (d) OF REGULATION S-T
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
CPI Corporation
(Name of Issuer)
Common Stock, Par Value per share
(Title of Class of Securities)
125902106
(CUSIP Number)
Check the following box if a fee is being paid with this
Statement [X]. A fee is not required only if the filing
person:(1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and(2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.)(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for
a reporting person's initial filing on this form with
respect to the subject class of securities, and for any
subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
(Continued on the following page(s))
Page 1 of 5 Pages
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Page 2 of 5
CUSIP NO. 125902106
(1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
First Union Corporation 56-0898180
(2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)[ ]
(b)[ ]
(3)SEC Use Only
(4) Citizenship or Place of Organization:
North Carolina
Number of Shares Beneficially Owned by Each Reporting
Person with:
(5) Sole Voting Power 429,300
(6) Shared Voting Power 92,000
(7) Sole Dispositive Power 427,050
(8) Shared Dispositive Power 92,000
(9)Aggregate Amount Beneficially Owned by Each Reporting
Person
522,050
(10)Check if the Aggregate Amount in Row 9 Excludes
Certain Shares (See Instructions)
[ ]
(11) Percent of Class Represented by Amount in Row 9
5.21% (based on 10,029,000 shares outstanding on 12/31/98)
(12) Type of Reporting Person (See Instructions)
First Union Corporation (HC)
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Item 1(a) Name of Issuer:
CPI Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
1706 Washington Avenue
St. Louis, MO 63103-1790
Item 2(a) Name of Person Filing:
First Union Corporation
Item 2(b) Address of Principal Business Office:
One First Union Center
Charlotte, North Carolina 28288-0137
Item 2(c) Citizenship:
North Carolina
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
125902106
Item 3 If this statement is filed pursuant to Rules 13d-1
(b), or 13d-2(b), check whether the person filing is a:
(g)[X]Parent Holding Company, in accordance with section
240.13d-1(b) (ii) (G)
Item 4 Ownership.
(a) Amount Beneficially Owned: 522,050
(b) Percent of Class: 5.21 %
Number of shares as to which such person has:
(i) sole power to vote or to direct the vote 429,300
(ii) shared power to vote or to direct the vote 92,000
(iii) sole power to dispose or to direct the disposition of 427,050
(iv) shared power to dispose or to direct the disposition of 92,000
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Page 4 of 5
Item 5 Ownership of Five Percent or Less of a Class.
Item 6 Ownership of More Than Five Percent on Behalf of
Another Person.
Not applicable
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent
Holding Company.
First Union Corporation is filing this schedule pursuant to Rule
13d-1(b)(ii)(G) as indicated under Item 3(g). The relevant
subsidiaries are Evergreen Asset Management Corporation (IA),
Lieber & Company (IA), Wheat First Securities, Inc. (IA) and First
Union National Bank (BK). Evergreen Asset Management Corporation,
Lieber & Company and Wheat First Securities, Inc. are investment
advisors for mutual funds and other clients; the securities reported
by these subsidiaries are beneficially owned by such mutual funds
or other clients. The other First Union entity listed above holds
the securities reported in a fiduciary capacity for its respective
customers.
Item 8 Identification and Classification of Members of the
Group.
Not applicable
Item 9 Notice of Dissolution of Group.
Not applicable
Item 10 Certification.
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities
and were not acquired in connection with or as a
participant in any transaction having such purposes or
effect.
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Signature.
After reasonable 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.
FIRST UNION CORPORATION
February 11, 1999
Date
Signature
Karen F. Knudtsen, Assistant Vice President & Compliance
Officer
