EXHIBIT 11.2

<TABLE>
CPI CORP. COMPUTATION OF EARNINGS PER COMMON SHARE - BASIC
(in thousands of dollars and shares except per share amounts)
Twelve Weeks Ended April 29, 2000 and May 1, 1999
<CAPTION>
                                          Twelve Weeks Ended
                                         ----------------------
                                         April 29,     May 1,
                                            2000        1999
                                         ---------    ---------
<S>                                      <C>          <C>
Basic:
  Net earnings (loss) applicable to
    common shares:
      From continuing operations         $  2,180     $    706
      From discontinued operations              -         (632)
                                         ---------    ---------
        Net earnings                     $  2,180     $     74
                                         =========    =========
Shares:
  Weighted average number of
    common shares outstanding              17,820       17,763
  Less:  Treasury stock - weighted
    average                                (9,587)      (7,864)
                                         ---------    ---------
  Weighted average number of common
    and common equivalent shares
    outstanding                             8,233        9,899
                                         =========    =========
Net earnings (loss) per common and
    common equivalent shares:
      From continuing operations         $   0.26     $   0.07
      From discontinued operations              -        (0.06)
                                         ---------    ---------
        Net earnings                     $   0.26     $   0.01
                                         =========    =========




</TABLE>



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