CATO CORP — Director's Dealing 2007

May 2, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATO CORP (CTR)
CIK: 0000018255
Period of Report: 2007-05-01

Reporting Person: SMITH SHAWN E (SVP - GENERAL COUNSEL)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-05-01	CLASS A COMMON STOCK	A	1149	—	Acquired	1149.00	Direct

Footnotes

F1: Award of restricted shares. The grant of the award was contingent upon the company meeting a previously established performance measurement. On March 29, 2007, the Compensation Committee of the Board of Directors certified the performance measurement was met. The grant was effective 5/1/2007, but the shares remain subject to a time-based vesting schedule.