CATO CORP — Director's Dealing 2004

Feb 10, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATO CORP (CTR)
CIK: 0000018255
Period of Report: 2004-02-09

Reporting Person: MOORE MICHAEL O (Director, EXEC VICE PRES - CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-09	CLASS A COMMON STOCK	M	4000	$12.2800	Acquired	4000	Direct
2004-02-09	CLASS A COMMON STOCK	M	1000	$12.7200	Acquired	5000	Direct
2004-02-09	CLASS A COMMON STOCK	S	5000	$20.9292	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-09	Stock Option (Right to Buy)	$12.72	M	1000	Disposed	2009-05-20	CLASS A COMMON STOCK (1000)	Direct
2004-02-09	Stock Option (Right to Buy)	$12.28	M	4000	Disposed	2009-11-01	CLASS A COMMON STOCK (4000)	Direct

Footnotes

F1: This option will vest in 5 equal annual increments beginning 5/20/2000.

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