CATO CORP — Director's Dealing 2004

Jan 22, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATO CORP (CTR)
CIK: 0000018255
Period of Report: 2004-01-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-20	CLASS A COMMON STOCK	M	2500	$8.2500	Acquired	2500	Direct
2004-01-20	CLASS A COMMON STOCK	S	2500	$21.0392	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-20	Stock Option (Right to Buy)	$8.25	M	2500	Disposed	2007-08-28	CLASS A COMMON STOCK (2500)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$12.28	2009-11-01	CLASS A COMMON STOCK (20000)	20000	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.