CATO CORP - Director's Dealing 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATO CORP (CTR)
CIK: 0000018255
Period of Report: 2007-06-13

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

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-06-13	CLASS A COMMON STOCK	F	205891	—	Disposed	88747.00	Direct
2007-06-13	CLASS B COMMON STOCK	M	450000	$5.50	Acquired	1140525.00	Direct
2007-06-13	CLASS B COMMON STOCK	M	300000	$8.71	Acquired	1440525.00	Direct
2007-06-13	CLASS B COMMON STOCK	M	150000	$8.48	Acquired	1590525.00	Direct
2007-06-13	CLASS B COMMON STOCK	M	150000	$8.83	Acquired	1740525.00	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-06-13	Stock Option (Right to Buy)	$5.50	M	450000	Disposed	2007-08-28	CLASS B COMMON STOCK (450000.00)	Direct
2007-06-13	Stock Option (Right to Buy)	$8.71	M	300000	Disposed	2008-02-29	CLASS B COMMON STOCK (300000.00)	Direct
2007-06-13	Stock Option (Right to Buy)	$8.48	M	150000	Disposed	2009-05-20	CLASS B COMMON STOCK (150000.00)	Direct
2007-06-13	Stock Option (Right to Buy)	$8.83	M	150000	Disposed	2009-08-26	CLASS B COMMON STOCK (150000.00)	Direct

Security	Shares	Ownership
CLASS A COMMON STOCK	9000.00	Indirect

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$5.50	2007-08-28	CLASS B COMMON STOCK (3000.00)	3000.00	Indirect
Stock Option (Right to Buy)	$8.19	2009-11-01	CLASS A COMMON STOCK (2250.00)	2250.00	Indirect

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 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 11/01/2000.