- Statement of Ownership (SC 13G)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

CPI CORPORATION

Common Stock

125902106

December 31, 2009

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

X Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

NOTE: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.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 125902106 1. Names of Reporting Persons. FIRST DALLAS HOLDINGS, INC. 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization Texas 5. Sole Voting Power: 0 6. Shared Voting Power: 470,000 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 499,850 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 499,850 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9): 7.1% 12. Type of Reporting Person: HC CUSIP No. 125902106 1. Names of Reporting Persons. DONALD W. HODGES 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization MR. HODGES IS A UNITED STATES CITIZEN 5. Sole Voting Power: 0 6. Shared Voting Power: 470,000 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 499,850 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 499,850 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9): 7.1% 12. Type of Reporting Person (See Instructions): IN CUSIP No. 125902106 1. Names of Reporting Persons. First Dallas Securities, Inc. 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization Texas 5. Sole Voting Power: 0 6. Shared Voting Power: 0 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 4,300 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 4,300 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9): 0.1% 12. Type of Reporting Person (See Instructions): IA, BD CUSIP No. 125902106 1. Names of Reporting Persons. Hodges Capital Management, Inc. 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization Texas 5. Sole Voting Power: 0 6. Shared Voting Power: 470,000 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 495,550 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 495,550 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9): 7.1% 12. Type of Reporting Person (See Instructions): IA CUSIP No. 125902106 1.Names of Reporting Persons. Hodges Fund, A Series of professionally Managed Portfolios 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization Massachusetts 5. Sole Voting Power: 0 6. Shared Voting Power: 400,000 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 400,000 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 400,000 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9): 5.7% 12. Type of Reporting Person (See Instructions): IV CUSIP No. 125902106 1.Names of Reporting Persons. Hodges Small Cap Fund, A Series of professionally Managed Portfolios 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization Massachusetts 5. Sole Voting Power: 0 6. Shared Voting Power: 50,000 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 50,000 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 50,000 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9): 0.7% 12. Type of Reporting Person (See Instructions): IV CUSIP No. 125902106 1. Names of Reporting Persons. Hodges Equity Income Fund, A Series of professionally Managed Portfolios 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization Massachusetts 5. Sole Voting Power: 0 6. Shared Voting Power: 10,000 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 10,000 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 10,000 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row 9: 0.1% 12. Type of Reporting Person : IV CUSIP No. 125902106 1. Names of Reporting Persons. Hodges Pure Contrarian Fund, A Series of professionally Managed Portfolios 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization Massachusetts 5. Sole Voting Power: 0 6. Shared Voting Power: 10,000 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 10,000 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 10,000 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row 9: 0.1% 12. Type of Reporting Person : IV Item 1. (a) Name of Issuer: CPI Corporation (b) Address of Issuer's Principal Executive Offices: 1706 Washington Avenue St. Louis, MO 63103 Item 2. (a) Name of Person Filing: First Dallas Holdings, Inc.("FDHI") Donald W. Hodges First Dallas Securities, Inc.("FDSI") Hodges Capital Management, Inc.("HCM") Hodges Fund Hodges Small Cap Fund Hodges Pure Conrtrarian Fund Hodges Equity Income Fund (b) Address of Principal Business Office or, if none, Residence: 2905 Maple Ave. Dallas, Texas 75201 (b) Citizenship: First Dallas Holdings, Inc. is a Texas corporation. Donald W. Hodges is a citizen of the United States. First Dallas Securities, Inc. is a Texas corporation. Hodges Capital Management is a Texas corporation. Hodges Fund is a series of a Massachusetts business trust. Hodges Small Cap Fund is a series of a Massachusetts business trust. Hodges Equity Income Fund is a series of a Massachusetts business trust. Hodges Pure Contrarian Fund is a series of a Massachusetts business trust. (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 125902106 Item 3. If this statement is filed pursuant to SS240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (g) X A parent holding company or control person in accordance with S 240.13d-1(b)(1)(ii)(G). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: First Dallas Holdings, Inc. 499,850 Donald W. Hodges 499,850 First Dallas Securities, Inc. 4,300 Hodges Capital Management, Inc. 495,550 Hodges Fund 400,000 Hodges Small Cap Fund 50,000 Hodges Equity Income Fund 10,000 Hodges Pure Contrarian Fund 10,000 (b) Percent of class: First Dallas Holdings, Inc. 7.1% Donald W. Hodges 7.1% First Dallas Securities, Inc. 0.1% Hodges Capital Management, Inc. 7.1% Hodges Fund 5.7% Hodges Small Cap Fund 0.7% Hodges Equity Income Fund 0.1% Hodges Pure Contrarian Fund 0.1% The calculation of the percentage of beneficial ownership of the Company's common stock is based upon 7,003,832 shares outstanding on November 14, 2009, as disclosed by the Company in its Quarterly Report on Form 10-Q for the quarter ended November 14, 2009. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: First Dallas Holdings, Inc 0 Donald W. Hodges 0 First Dallas Securities, Inc. 0 Hodges Capital Management, Inc. 0 Hodges Fund 0 Hodges Small Cap Fund 0 Hodges Equity Income Fund 0 Hodges Pure Contrarian Fund 0 (ii) Shared power to vote or to direct the vote: First Dallas Holdings, Inc. 470,000 Donald W. Hodges 470,000 First Dallas Securities, Inc. 0 Hodges Capital Management, Inc. 470,000 Hodges Fund 400,000 Hodges Small Cap Fund 50,000 Hodges Equity Income Fund 10,000 Hodges Pure Contrarian Fund 10,000 (iii) Sole power to dispose or to direct the disposition of: First Dallas Holdings, Inc 0 Donald W. Hodges 0 First Dallas Securities, Inc. 0 Hodges Capital Management, Inc. 0 Hodges Fund 0 Hodges Small Cap Fund 0 Hodges Equity Income Fund 0 Hodges Pure Contrarian Fund 0 (iv) Shared power to dispose or to direct the disposition of: First Dallas Holdings, Inc. 499,850 Donald W. Hodges 499,850 First Dallas Securities, Inc. 4,300 Hodges Capital Management, Inc. 495,550 Hodges Fund 400,000 Hodges Small Cap Fund 50,000 Hodges Equity Income Fund 10,000 Hodges Pure Contrarian Fund 10,000 The reported shares are shares of common stock of the Issuer. All 499,850 of the reported shares collectively, the ("reported Shares") may be deemed as beneficially owned by FDHI, which is the owner of FDSI and HCM, and Donald W. Hodges, who is the controlling shareholder of FDHI. 4,300 of the Reported Shares are held in seperate accounts managed by FDSI, each of which, individually, owns less than 1% of the common stock of the Issuer(each a "Separate Account"). FDSI is a registered broker-dealer and an investment adviser registered with the SEC. 25,550 of the Reported Shares are held in Separate Accounts managed by HCM, which is also an investment adviser registered with the SEC. 400,000 of the Reported Shares are held by the Hodges Fund, 50,000 of the Reported Shares are held by the Hodges Small Cap Fund, 10,000 of the Reported Shares are held by the Hodges Equity Income Fund and 10,000 of the Reported Shares are held by the Hodges Pure Contrarian Fund all of which are series of Professionally Managed Portfolios, an investment company registered under the Investment Company Act of 1940. The investment adviser to all of these funds is HCM, which may be deemed to be a beneficial owner of the funds' Reported Shares. Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. 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 or Control Person First Dallas Securities, Inc. is wholly-owned by First Dallas Holdings, Inc., and is a registered investment adviser in accordance with S 240.13d-1(b)(1)(ii)(E) Hodges Capital Management, Inc. is wholly-owned by First Dallas Holdings, Inc., and is a registered investment adviser in accordance with S 240.13d-1(b)(1)(ii)(E) 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 and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Exhibits Exhibit 1: Joint Filing Agreement dated February 15,2010, among FDHI, Donald W. Hodges, FDSI, HCM, Hodges Fund, Hodges Small Cap Fund, Hodges Equity Income Fund and Hodges Pure Contrarian Fund. 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. Date: February 15, 2010 Donald W. Hodges Chairman