CATO CORP — Director's Dealing 2003

Oct 15, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATO CORP (CTR)
CIK: 0000018255
Period of Report: 2003-10-13

Reporting Person: CATO THOMAS E (Director, VICE PRESIDENT - DMM - CATO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-10-13	CLASS A COMMON STOCK	M	15000	—	Acquired	26791	Direct
2003-10-13	CLASS A COMMON STOCK	S	400	$21.0000	Disposed	26391	Direct
2003-10-13	CLASS A COMMON STOCK	S	6800	$21.1000	Disposed	19591	Direct
2003-10-13	CLASS A COMMON STOCK	S	15000	$21.0787	Disposed	4591	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-10-13	Stock Option (Right to Buy)	$7.69	M	15000	Disposed	2005-04-27	CLASS A COMMON STOCK (15000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
CLASS A COMMON STOCK	4600	Indirect
CLASS A COMMON STOCK	2800	Indirect
CLASS A COMMON STOCK	2300	Indirect

Footnotes

F1: This option will vest in 5 equal annual increments beginning 4/27/96.