CATO CORP — Director's Dealing 2004

Apr 29, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATO CORP (CTR)
CIK: 0000018255
Period of Report: 2004-04-27

Reporting Person: WEINSTEIN ALLEN (EXECUTIVE VICE PRESIDENT - GMM)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-04-27	CLASS A COMMON STOCK	M	1200	—	Acquired	1200	Direct
2004-04-27	CLASS A COMMON STOCK	G	1200	—	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 (12900)	12900	Direct

Footnotes

F1: This option will vest in 5 equal annual increments beginning 11/01/2000.