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CATO CORP Director's Dealing 2004

Jan 22, 2004

34293_dirs_2004-01-22_5e3a3dc2-1ead-474d-8ecb-6b8a1e01cabd.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: 2004-01-20

Reporting Person: BIRDWELL C DAVID (PRES - IT'S FASHION)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-20	CLASS A COMMON STOCK	M	2000	$4.9400	Acquired	2000	Direct
2004-01-20	CLASS A COMMON STOCK	S	2000	$21.0150	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-20	Stock Option (Right to Buy)	$4.94	M	2000	Disposed	2006-12-05	CLASS A COMMON STOCK (2000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$12.28	2009-11-01	CLASS A COMMON STOCK (8000)	8000	Direct

Footnotes

F1: This option will vest in 5 equal annual increments beginning 12/05/1997.

F3: This option will vest in 5 equal annual increments beginning 11/01/2000.