UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street NW
Washington, D.C. 29549

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):      May 19, 2011     

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a‑12) 

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

THE CATO CORPORATION

Item 2.02.  Results of Operations and Financial Condition.

On May 19, 2011, The Cato Corporation issued a press release regarding its financial results for the first quarter ending April 30, 2011.  A copy of this press release is furnished as Exhibit 99.1 hereto.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

Exhibit 99.1 – Press Release issued May 19, 2011.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

                                                                                    THE CATO CORPORATION

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Exhibit Index

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                                                                   EXHIBIT 99.1

The CATO Corporation

                                           NEWS RELEASE

FOR IMMEDIATE RELEASE

For Further Information Contact:

            John R. Howe

            Executive Vice President

            Chief Financial Officer

            704-551-7315

Charlotte, NC (May 19, 2011) – The Cato Corporation (NYSE: CATO) today reported record net income of $30.5 million or $1.04 per diluted share for the first quarter ended April 30, 2011, compared to net income of $25.1 million or $.85 per diluted share for the first quarter ended May 1, 2010, as restated.  Net income and earnings per diluted share both increased 22% for the quarter.  Sales for the first quarter were $270.9 million, a 5% increase over sales of $259.0 million for the first quarter ended May 1, 2010.   The Company’s same store sales increased 2% in the quarter.

“First quarter sales, including a strong February, were above expectations,” commented John Cato, Chairman, President, and Chief Executive Officer.  “Higher sales and a reduction in incentive compensation drove our record quarter.  Our expectations for the second quarter remain unchanged and we are maintaining our original guidance.  We continue to expect second quarter same store sales will be in the range of down 2% to flat and earnings per diluted share will be in the range of $.57 to $.59 versus $.58 last year, as restated.  After adjusting our original 2011 guidance for first quarter actual results, our estimate of earnings per diluted share for the full year is now a range of $2.11 to $2.19 versus $2.01 last year, as restated.”

Gross margin in the quarter decreased 70 basis points to 41.5% primarily due to lower merchandise contribution and higher freight expense in the quarter.  SG&A expenses as a percent of sales decreased 290 basis points to 23.4% during the quarter.  On a dollar basis,

8100 Denmark Road

P. O. Box 34216

Charlotte, NC  28234

(704) 554-8510

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SG&A decreased 7% principally due to lower accrued incentive compensation and health and workers’ compensation insurance costs.  The Company’s cash and short-term investments increased by $31.3 million during the quarter to $266.1 million.

During the first quarter, the Company opened four stores, relocated one store and closed four stores.  Two of the closings were It’s Fashion stores closed to open an It’s Fashion Metro store in the same market.  As of April 30, 2011, the Company operated 1,282 stores in 31 states, compared to 1,272 stores in 31 states as of May 1, 2010. 

The Cato Corporation is a leading specialty retailer of value-priced fashion apparel and accessories operating two divisions, “Cato” and “It’s Fashion”.  The Company’s Cato division offers exclusive merchandise with fashion and quality comparable to mall specialty stores at low prices every day.  The It’s Fashion division offers fashion with a focus on the latest trendy styles and nationally recognized urban brands for the entire family at low prices every day.  Additional information on The Cato Corporation is available at www.catocorp.com.  

Statements in this press release not historical in nature including, without limitation, statements regarding the Company’s expected sales and financial results for the second quarter and year 2011 are considered “forward-looking” within the meaning of The Private Securities Litigation Reform Act of 1995.  Such forward-looking statements are based on current expectations that are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those contemplated by the forward-looking statements.  Such factors include, but are not limited to, the following: general economic conditions; competitive factors and pricing pressures; the Company’s ability to predict fashion trends; consumer apparel buying patterns; adverse weather conditions and inventory risks due to shifts in market demand.  Additional information concerning these and other important factors can be found in Item 1A. “Risk Factors” of the Company’s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. The Company does not undertake to publicly update or revise the forward-looking statements even if experience or future changes make it clear that the projected results expressed or implied therein will not be realized.  The Company is not responsible for any changes made to this press release by wire or Internet services.

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8100 Denmark Road

P. O. Box 34216

Charlotte, NC  28234

(704) 554-8510

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THE CATO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

FOR THE PERIODS ENDED APRIL 30, 2011 AND MAY 1, 2010

(Dollars in thousands, except per share data)

THE CATO CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)