Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
CATO JOHN P D
   2. Issuer Name and Ticker or Trading Symbol
CATO CORP [CTR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CHAIRMAN/PRESIDENT/CEO
(Last)
(First)
(Middle)
P.O. BOX 34216		 3. Date of Earliest Transaction (Month/Day/Year)
03/29/2007
(Street)

CHARLOTTE, NC 282344216		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
CLASS A COMMON STOCK 03/29/2007   A(1)   59,265 A $ 0 265,006 D  
CLASS A COMMON STOCK               9,000 I By Spouse
CLASS B COMMON STOCK               690,525 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 5.5             08/28/1998(2) 08/28/2007 CLASS B COMMON STOCK 450,000   450,000 D  
Stock Option (Right to Buy) $ 8.71             02/26/1999(3) 02/29/2008 CLASS B COMMON STOCK 300,000   300,000 D  
Stock Option (Right to Buy) $ 8.48             05/20/2000(4) 05/20/2009 CLASS B COMMON STOCK 150,000   150,000 D  
Stock Option (Right to Buy) $ 8.83             08/26/2000(5) 08/26/2009 CLASS B COMMON STOCK 150,000   150,000 D  
Stock Option (Right to Buy) $ 5.5             08/28/1998(2) 08/28/2007 CLASS B COMMON STOCK 3,000   3,000 I By Spouse
Stock Option (Right to Buy) $ 8.19             11/01/2000(6) 11/01/2009 CLASS A COMMON STOCK 2,250   2,250 I By Spouse

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CATO JOHN P D
P.O. BOX 34216
CHARLOTTE, NC 282344216		   X     CHAIRMAN/PRESIDENT/CEO  

Signatures

 By: BRIAN S. MCALPINE, POWER OF ATTORNEY   03/29/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 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.
(2) This option will vest in 5 equal annual increments beginning 8/28/98.
(3) This option will vest in 5 equal annual increments beginning 2/26/99.
(4) This option will vest in 5 equal annual increments beginning 5/20/2000.
(5) This option will vest in 5 equal annual increments beginning 8/26/2000.
(6) This option will vest in 5 equal annual increments beginning 11/01/2000.

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