CATO CORP — Director's Dealing 2007

Mar 29, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATO CORP (CTR)
CIK: 0000018255
Period of Report: 2007-03-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-03-29	CLASS A COMMON STOCK	A	59265	—	Acquired	265006.00	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: Grant of restricted shares that were subject to a performance measurement. The grant was effective 5/1/2006 but carried a risk of forfeiture unless the performance measurement was met. The Compensation Committee of the Board of Directors certified the performance measurement was met on March 29, 2007. 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.