CATO CORP — Director's Dealing 2004

Jun 16, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATO CORP (CTR)
CIK: 0000018255
Period of Report: 2004-06-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-06-15	CLASS A COMMON STOCK	M	1198	—	Acquired	1198	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.