CATO CORP — Director's Dealing 2003

Oct 27, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATO CORP (CTR)
CIK: 0000018255
Period of Report: 2003-10-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-10-23	CLASS A COMMON STOCK	M	5000	—	Acquired	5000	Direct
2003-10-23	CLASS A COMMON STOCK	M	1200	—	Acquired	6200	Direct
2003-10-23	CLASS A COMMON STOCK	S	6200	$20.1496	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-10-23	Stock Option (Right to Buy)	$8.25	M	5000	Disposed	2007-08-28	CLASS A COMMON STOCK (5000)	Direct
2003-10-23	Stock Option (Right to Buy)	$12.28	M	1200	Disposed	2009-11-01	CLASS A COMMON STOCK (1200)	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

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 11/01/2000.

F3: This option will vest in 5 equal annual increments beginning 12/05/1997.