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CATO CORP Director's Dealing 2004

Sep 17, 2004

34293_dirs_2004-09-17_0149f0f4-8213-4c4f-8ae9-4c3db8c25185.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: 2004-09-16

Reporting Person: MCALPINE BRIAN (VP - FINANCIAL PLANNING)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-09-16	CLASS A COMMON STOCK	M	600	$12.2200	Acquired	600	Direct
2004-09-16	CLASS A COMMON STOCK	S	600	$22.3500	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-09-16	Stock Option (Right to Buy)	$12.22	M	600	Disposed	2010-08-24	CLASS A COMMON STOCK (600)	Direct

Footnotes

F1: This option will vest in 5 equal annual increments beginning 08/24/2001.