CATO CORP — Director's Dealing 2008

May 6, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CATO CORP (CTR)
CIK: 0000018255
Period of Report: 2008-05-01

Reporting Person: USELTON STUART L (EVP-CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-05-01	CLASS A COMMON STOCK	A	3415	—	Acquired	15213.00	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$8.15	2010-08-24	CLASS A COMMON STOCK (1500.00)	1500.00	Direct

Footnotes

F1: Compensation Committee awarded restricted shares on April 1, 2008. The grant was effective 5/1/2008, but the shares remain subject to a time-based vesting schedule.

F2: This option will vest in 5 equal annual increments beginning 08/24/2001.