CATO CORP — Director's Dealing 2005

Apr 13, 2005

SEC Form 4/A — Form 4/A

Issuer: CATO CORP (CTR)
CIK: 0000018255
Period of Report: 2005-04-11

Reporting Person: CATO JOHN P D (Director, CHAIRMAN/PRESIDENT/CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-04-11	CLASS A COMMON STOCK	M	47500	$7.6900	Acquired	140161	Direct
2005-04-11	CLASS A COMMON STOCK	M	3000	$7.6900	Acquired	6000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-04-11	Stock Option (Right to Buy)	$7.69	M	47500	Disposed	2005-04-27	CLASS A COMMON STOCK (47500)	Direct
2005-04-11	Stock Option (Right to Buy)	$7.69	M	3000	Disposed	2005-04-27	CLASS A COMMON STOCK (3000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
CLASS B COMMON STOCK	457350	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$8.25	2007-08-28	CLASS B COMMON STOCK (300000)	300000	Direct
Stock Option (Right to Buy)	$13.06	2008-02-29	CLASS B COMMON STOCK (200000)	200000	Direct
Stock Option (Right to Buy)	$12.72	2009-05-20	CLASS B COMMON STOCK (100000)	100000	Direct
Stock Option (Right to Buy)	$13.25	2009-08-26	CLASS B COMMON STOCK (100000)	100000	Direct
Stock Option (Right to Buy)	$8.25	2007-08-28	CLASS A COMMON STOCK (2000)	2000	Indirect
Stock Option (Right to Buy)	$12.28	2009-11-01	CLASS A COMMON STOCK (1500)	1500	Indirect

Footnotes

F1: This option will vest in 5 equal annual increments beginning 4/27/96.

F2: This option will vest in 5 equal annual increments beginning 8/28/98.

F3: This option will vest in 5 equal annual increments beginning 2/26/99.

F4: This option will vest in 5 equal annual increments beginning 5/20/2000.

F5: This option will vest in 5 equal annual increments beginning 8/26/2000.

F6: This option will vest in 5 equal annual increments beginning 08/28/1998.

F7: This option will vest in 5 equal annual increments beginning 11/01/2000.