CATO CORP — Director's Dealing 2006

Feb 7, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATO CORP (CTR)
CIK: 0000018255
Period of Report: 2006-02-06

Reporting Person: GREER MICHAEL TIMOTHY (DIR OF STORES)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-06	CLASS A COMMON STOCK	M	3000	$13.4667	Acquired	3000	Direct
2006-02-06	CLASS A COMMON STOCK	S	3000	$20.6623	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-06	Stock Option (Right to Buy)	$13.47	M	3000	Disposed	2012-02-04	CLASS A COMMON STOCK (3000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$14.19	2014-02-01	CLASS A COMMON STOCK (9000)	9000	Direct

Footnotes

F1: This option will vest in 5 equal annual increments beginning 2/4/2003.

F2: This option will vest in 5 equal annual increments beginning 2/1/2005.