CATO CORP — Director's Dealing 2007

Jun 21, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATO CORP (CTR)
CIK: 0000018255
Period of Report: 2007-06-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-06-19	CLASS A COMMON STOCK	M	2250	$8.19	Acquired	11250.00	Indirect
2007-06-19	CLASS B COMMON STOCK	M	3000	$5.50	Acquired	3000.00	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-06-19	Stock Option (Right to Buy)	$5.50	M	3000	Disposed	2007-08-28	CLASS B COMMON STOCK (3000.00)	Indirect
2007-06-19	Stock Option (Right to Buy)	$8.19	M	2250	Disposed	2009-11-01	CLASS A COMMON STOCK (2250.00)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
CLASS A COMMON STOCK	88747.00	Direct
CLASS B COMMON STOCK	1740525.00	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.