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CATO CORP Director's Dealing 2004

Jan 22, 2004

34293_dirs_2004-01-22_6a7f3399-cb20-40f5-8e0b-8e99558ed794.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: 2004-01-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-21	CLASS A COMMON STOCK	M	600	$8.2500	Acquired	600	Direct
2004-01-21	CLASS A COMMON STOCK	M	900	$12.2800	Acquired	1500	Direct
2004-01-21	CLASS A COMMON STOCK	S	1500	$21.0140	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-21	Stock Option (Right to Buy)	$8.25	M	600	Disposed	2007-08-28	CLASS A COMMON STOCK (600)	Direct
2004-01-21	Stock Option (Right to Buy)	$12.28	M	900	Disposed	2009-11-01	CLASS A COMMON STOCK (900)	Direct

Footnotes

F1: This option will vest in 5 equal annual increments beginning 08/28/1998.

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