CATO CORP — Director's Dealing 2003

Sep 9, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATO CORP (CTR)
CIK: 0000018255
Period of Report: 2003-09-05

Reporting Person: BIRDWELL C DAVID (PRES - IT'S FASHION)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-09-05	CLASS A COMMON STOCK	M	333	—	Acquired	333	Direct
2003-09-05	CLASS A COMMON STOCK	S	333	$23.16	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-09-05	Stock Option (Right to Buy)	$8.25	M	333	Disposed	2007-08-28	CLASS A COMMON STOCK (333)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$4.94	2006-12-05	CLASS A COMMON STOCK (4000)	4000	Direct
Stock Option (Right to Buy)	$12.28	2009-11-01	CLASS A COMMON STOCK (9200)	9200	Direct

Footnotes

F1: This option will vest in 5 equal annual increments beginning 08/28/1998.

F2: This option will vest in 5 equal annual increments beginning 12/05/1997.

F3: This option will vest in 5 equal annual increments beginning 11/01/2000.