CATO CORP — Director's Dealing 2003

Sep 17, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATO CORP (CTR)
CIK: 0000018255
Period of Report: 2003-09-15

Reporting Person: CATO JOHN P D (Director, PRESIDENT/VICE CHAIRMAN/CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-09-15	CLASS A COMMON STOCK	J	10000	—	Disposed	92661	Direct
2003-09-15	CLASS B COMMON STOCK	J	10000	—	Acquired	457350	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
CLASS A COMMON STOCK	3000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$7.69	2005-04-27	CLASS A COMMON STOCK (47500)	47500	Direct
Stock Option (Right to Buy)	$8.25	2007-08-28	CLASS B COMMON STOCK (300000)	300000	Direct
Stock Option (Right to Buy)	$13.06	2008-02-29	CLASS B COMMON STOCK (200000)	200000	Direct
Stock Option (Right to Buy)	$12.72	2009-05-20	CLASS B COMMON STOCK (100000)	100000	Direct
Stock Option (Right to Buy)	$13.25	2009-08-26	CLASS B COMMON STOCK (100000)	100000	Direct

Footnotes

F1: 10,000 Class B Shares from Thomas Edgar Cato were transferred to John P. D. Cato as 10,000 Class B Shares in a private transaction.
10,000 Class A shares from John P. D. Cato were transferred to Thomas Edgar Cato as 10,000 Class A Shares in a private transaction.

F2: This option will vest in 5 equal annual increments beginning 4/27/96.

F3: This option will vest in 5 equal annual increments beginning 8/28/98.

F4: This option will vest in 5 equal annual increments beginning 2/26/99.

F5: This option will vest in 5 equal annual increments beginning 5/20/2000.

F6: This option will vest in 5 equal annual increments beginning 8/26/2000.