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CATO CORP Director's Dealing 2004

Oct 13, 2004

34293_dirs_2004-10-13_a9529339-8859-4bd6-b65d-eb9261a1e28e.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATO CORP (CTR)
CIK: 0000018255
Period of Report: 2004-10-12

Reporting Person: SANDLER ROBERT M (SR. VICE PRES - CONTROLLER)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-10-12	CLASS A COMMON STOCK	M	600	—	Acquired	600	Direct
2004-10-12	CLASS A COMMON STOCK	S	600	$23.0000	Disposed	0	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$12.28	2009-11-01	CLASS A COMMON STOCK (2000)	2000	Direct

Footnotes

F1: Shares acquired through Employee Stock Purchase Plan

F2: This option will vest in 5 equal annual increments beginning 11/01/2000.