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CATO CORP Director's Dealing 2004

Jun 4, 2004

34293_dirs_2004-06-04_78b77b7d-3986-4b55-88fa-7cc639b613a8.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: 2004-06-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-06-03	CLASS A COMMON STOCK	J	5000	—	Acquired	8591	Direct
2004-06-03	CLASS B COMMON STOCK	J	5000	—	Disposed	5000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
CLASS A COMMON STOCK	4600	Indirect
CLASS A COMMON STOCK	2300	Indirect
CLASS A COMMON STOCK	1800	Indirect

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: Converted Class B shares to Class A shares

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