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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-05-01	CLASS A COMMON STOCK	A	29632	—	Acquired	294638.00	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
CLASS A COMMON STOCK	9000.00	Indirect
CLASS B COMMON STOCK	690525.00	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$5.50	2007-08-28	CLASS B COMMON STOCK (450000.00)	450000.00	Direct
Stock Option (Right to Buy)	$8.71	2008-02-29	CLASS B COMMON STOCK (300000.00)	300000.00	Direct
Stock Option (Right to Buy)	$8.48	2009-05-20	CLASS B COMMON STOCK (150000.00)	150000.00	Direct
Stock Option (Right to Buy)	$8.83	2009-08-26	CLASS B COMMON STOCK (150000.00)	150000.00	Direct
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

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.

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.