UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           FORM 10-Q

[X]   QUARTERLY  REPORT PURSUANT TO SECTION 13 OR  15(d)  OF  THE
      SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended  May 4, 1996

                               OR

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

For the transition period from _________________to__________________


Commission file number  0-3747

             THE CATO CORPORATION AND SUBSIDIARIES
     (Exact name of registrant as specified in its charter)

     Delaware                                          56-0484485
(State or other jurisdiction                      (I.R.S. Employer
 of incorporation                                  Identification No.)

    8100 Denmark Road, Charlotte, North Carolina 28273-5975
            (Address of principal executive offices)
                           (Zip Code)

                         (704) 554-8510
      (Registrant's telephone number, including area code)

                           Not Applicable
     (Former name, former address and former fiscal year,
                 if changed since last report)

      Indicate by check mark whether the registrant (1) has filed
all  reports required to be filed by Section 13 or 15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.

Yes   X    No

As  of  May  17, 1996, there were 23,261,275 shares  of  Class  A
Common  Stock  and  5,264,317 shares  of  Class  B  Common  Stock
outstanding.

                      THE CATO CORPORATION

                           FORM 10-Q

                          May 4, 1996

                       Table of Contents



                                                             Page
                                                              No.

PART I - FINANCIAL INFORMATION (UNAUDITED)

         Consolidated statements of income                      2

         Consolidated balance sheets                            3

         Consolidated statements of cash flows                  4

         Notes to consolidated financial statements           5-7

         Management's discussion and analysis of
           financial condition and results of operations      8-9


PART II - OTHER INFORMATION                                 10-11


                                                                
PART I  FINANCIAL INFORMATION                                   
                                                                
THE CATO CORPORATION                                            
UNAUDITED CONSOLIDATED STATEMENTS OF                            
INCOME
                                                                
                                        Three Months Ended
                                        ----------    ----------
                                          May 4,       April 29,
                                           1996           1995
                                        ----------    ----------     
                                   (In thousands, except per share data)
REVENUES                                                        
     Retail sales                        $ 120,028       $ 114,461
     Other income 
     (principally finance                          
      and layaway charges)                   3,511           3,294
                                         ---------     -----------     
     Total revenues                        123,539         117,755
                                                
COSTS AND EXPENSES                                              
     Cost of goods sold, including                               
        occupancy, distribution 
        and buying                          79,774          75,276
     Selling, general and                          
        administrative                      29,655          29,188
     Depreciation                            2,074           1,939
     Interest                                   65              78
                                         ---------      ----------
     Total expenses                        111,568         106,481
                                         ---------      ----------     
                                                                
INCOME BEFORE INCOME TAXES                  11,971          11,274
      Income taxes                           4,250           3,776
                                         ---------      ----------
NET INCOME                                $  7,721        $  7,498
                                         =========      ========== 
EARNINGS PER COMMON AND COMMON                                 
     EQUIVALENT SHARE                     $   0.27        $   0.26  
                                         =========      ==========  
DIVIDENDS PER SHARE                       $   0.04        $   0.04
                                         =========      ==========

See notes to unaudited consolidated financial statements.


THE CATO CORPORATION                                          
UNAUDITED CONSOLIDATED BALANCE                                
SHEETS
                                                 
                                       May 4,    April 29,     February 3,
                                        1996        1995           1996
                                     --------    ---------     -----------    
                                                (In thousands)
                                                              
ASSETS                                                        
Current Assets                                                
     Cash and cash equivalents       $ 21,756     $ 26,378       $ 26,183
     Short-term investments            34,816       25,423         21,711
     Accounts receivable - net         39,538       37,455         39,792
     Merchandise inventories           69,547       70,101         58,440
     Deferred income taxes              1,825        1,914          1,825
     Prepaid expenses                   4,652        2,686          2,486
                                     --------    ----------     --------- 
          Total Current Assets        172,134      163,957        150,437
                                       
Property and Equipment                 55,118       52,857         54,364
Other Assets                            5,186        4,780          5,094
                                     --------    ---------      --------- 
Total                               $ 232,438    $ 221,594      $ 209,895
                                     ========    =========      =========    
                                                              
LIABILITIES AND
     STOCKHOLDERS' EQUITY
Current Liabilities                                           
     Accounts payable               $  48,824    $  48,467      $  36,482
     Accrued expense                   10,591        9,372         10,458
     Income taxes                       4,352        4,365          1,328
                                     --------    ---------      ---------
Total Current Liabilities              63,767       62,204         48,268
Deferred Income Taxes                   4,491        4,192          4,491
Other Noncurrent Liabilities            7,551        7,061          7,454
Stockholders' Equity:                                         
  Class A Common Stock, issued                             
  23,301,275 shares, 23,172,796 
  shares and 23,204,647 shares at
  May 4, 1996, April 29, 1995 
  and February 3, 1996, 
  respectively                            776          771           773
  Convertible Class B Common                               
  Stock, issued and outstanding 
  5,264,317 shares                        176          176           176

  Preferred Stock, none                                   
Additional paid-in capital             63,026       62,343        62,665
Retained earnings                      92,874       84,847        86,291
                                     --------     --------      --------
Less Class A Common Stock in          156,852      148,137       149,905
treasury,                            
at cost (40,000 shares at May 4,                              
1996 and
February 3, 1996)                         223           -            223
                                     --------     --------      --------
Total Stockholders' Equity            156,629      148,137       149,682
                                     --------     --------      --------
                                      
             Total                  $ 232,438    $ 221,594     $ 209,895
                                    =========    =========     =========   

See notes to unaudited consolidated financial statements.

THE CATO CORPORATION
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                              Three Months Ended
                                        --------------------------------- 
                                                    
                                             May 4,            April 29,
                                              1996                1995
                                        ----------------------------------   
                                                  (In thousands)      
                                                                      
OPERATING ACTIVITIES                                                  
                                                                          
     Net income                         $   7,721                $  7,498  
                                                       
                                                                   
     Adjustments  to  reconcile  net                                    
       income to net cash provided
       by operating activities:
          Depreciation                      2,074                   1,939    
          Amortization  of 
          investment premiums                  35                      50     
          Changes in operating 
          assets and liabilities:
            Decrease in accounts                           
              receivable                      254                     471 
            Increase in merchandise     
              inventories                 (11,107)                (15,427)
            Increase in other assets       (2,258)                   (169)
            Increase in accrued income        
              taxes                         3,024                   3,456   
            Increase in accounts 
              payable and other 
              liabilities                  12,580                  10,256    
                                         --------                --------
                                                                   
                                                                          
    Net cash provided by 
    operating activities                   12,323                   8,074  
                                         --------                --------   
                                                                          
INVESTING ACTIVITIES                                                      
                                                                          
     Expenditures for property 
        and equipment                      (2,836)                  (1,719)
     Purchases of short-term  
        investments                       (14,140)                  (3,419)
     Sales of short-term investments        1,000                      550    
                                         --------                 --------      
                                                                          
     Net cash used in investing 
        activities                        (15,976)                  (4,588)
                                         --------                 --------
                                                                          
                                                                          
FINANCING ACTIVITIES                                                      
                                                                          
     Dividends paid                        (1,138)                  (1,137)
     Proceeds from employee stock           
        purchase plan                         154                       66    
     Proceeds from stock options            
        exercised                             210                        -  
                                         --------                 -------- 
     Net cash used in financing        
        activities                           (774)                  (1,071)
                                         --------                 --------    
     Net Increase (Decrease) 
      in Cash and Cash Equivalents         (4,427)                   2,415  
                                                                          
     Cash and Cash Equivalents at         
        Beginning of Year                  26,183                   23,963  
                                        ---------                 --------  
     Cash and Cash Equivalents at End      
        of Period                       $  21,756                $  26,378
                                        =========                =========    
                                                                          
See notes to unaudited consolidated financial statements.



THE CATO CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THREE MONTHS ENDED MAY 4, 1996 AND APRIL 29, 1995




NOTE 1 - GENERAL:

The consolidated financial statements have been prepared from the
accounting records of the Company and all amounts shown at May 4,
1996  and  April  29,  1995 are unaudited.   In  the  opinion  of
management,   all  adjustments  (consisting  solely   of   normal
recurring   adjustments)  considered   necessary   for   a   fair
presentation have been included.

The  Company's short-term investments are classified as available
for  sale  securities, and therefore, are carried at fair  value,
with  unrealized gains and losses, net of income taxes,  reported
as an adjustment to retained earnings.

Inventories are stated at the lower of cost (first-in, first-out)
or market, determined by the retail inventory method.

The  provisions  for  income taxes are  based  on  the  Company's
estimated annual effective tax rate.


NOTE 2 - EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE:

Earnings  per share is calculated by dividing net income  by  the
weighted average number of Class A and Class B common shares  and
common   stock  equivalents  outstanding  during  the  respective
periods.  Common stock equivalents represent the dilutive  effect
of the assumed exercise of outstanding stock options.  The number
of  shares  used in the earnings per common and common equivalent
share  computations were 28,918,042 shares for the  three  months
ended  May  4,  1996 and 28,535,326 shares for the  three  months
ended April 29, 1995.


THE CATO CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THREE MONTHS ENDED MAY 4, 1996 AND APRIL 29, 1995

NOTE 3 - SHORT-TERM INVESTMENTS: Short-term investments at May 4, 1996 and April 29, 1995 include the following (in thousands): May 4, 1996 April 29, 1995 ----------------------- ---------------------- Unrealized Estimated Unrealized Estimated Security Type Cost Gain Fair Cost Gain Fair (Loss) Value (Loss) Value ---------- ---------- --------- ---------- ---------- --------- Obligations of states and political subdivisions $30,885 - $30,885 $19,386 $(20) $19,366 Corporate debt securities 2,000 - 2,000 2,000 (130) 1,870 ---------- ---------- ---------- ---------- ---------- --------- Total 32,885 - 32,885 21,386 (150) 21,236 Equity securities 1,931 - 1,931 4,548 (361) 4,187 ---------- ---------- ----------- ---------- ---------- --------- Total $34,816 - $34,816 $25,934 $(511) $25,423 ========== ========== =========== =========== ========== =========
The amortized cost and estimated fair value of debt and marketable equity securities at May 4, 1996 and April 29, 1995, by contractual maturity, are shown below (in thousands): May 4, 1996 April 29, 1995 --------------------- -------------------- Estimated Estimated Fair Fair Security Type Cost Value Cost Value - - ----------------- -------- --------- -------- --------- Due in one year or less $29,513 $29,513 $18,880 $18,718 Due in one year through three years 3,372 3,372 2,506 2,518 -------- --------- -------- -------- Subtotal 32,885 32,885 21,386 21,236 Equity securities 1,931 1,931 4,548 4,187 -------- --------- --------- ------- Total $34,816 $34,816 $25,934 $25,423 ======== ========= ========= ====== THE CATO CORPORATION NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THREE MONTHS ENDED MAY 4, 1996 AND APRIL 29, 1995 NOTE 4 - SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid during the three months ended May 4, 1996 and April 29, 1995 was $61,000 and $145,000, respectively. Income tax payments, net of refunds received, were $1,249,000 and $318,000 for the three months ended May 4, 1996 and April 29, 1995, respectively. NOTE 5 - FINANCING ARRANGEMENTS: In February 1996, the Company entered into a new unsecured revolving credit agreement which provides for borrowings of up to $20 million and an additional letter of credit facility of $15 million. The revolving credit agreement is committed until May 1999 and the letter of credit facility is renewable annually. The revolving credit agreement contains various financial covenants, including the maintenance of specific financial ratios. The agreement replaces an unsecured revolving credit and term loan agreement, which was committed until May 1998, and provided $35 million of available borrowings and a $15 million letter of credit facility. THE CATO CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS The following table sets forth, for the periods indicated, certain items in the Company's Unaudited Consolidated Statements of Income as percentages of total retail sales: Three Months Ended ------------------- May 4, April 29, 1996 1995 ------ ------- Total retail sales 100.0% 100.0% Total revenues 102.9 102.9 Cost of goods sold, including occupancy, distribution and buying 66.5 65.8 Selling, general and administrative 24.7 25.5 Income before income taxes 10.0 9.8 Net income 6.4 6.5 Comparison of First Quarter of 1996 with 1995. OPERATING RESULTS Total retail sales for the first quarter increased 5% over last year's first quarter to $120.0 million from $114.5 million. Same- store sales were flat for the first quarter of 1996. The increase in retail sales for the first quarter resulted from the Company's store development activity. The Company operated 682 stores at May 4, 1996 compared to 657 stores operated at the end of last year's first quarter. Other income for the first quarter increased 7% over last year's first quarter. The increase in the current year resulted primarily from increased finance charge income on the Company's customer accounts receivable and increased earnings from cash equivalents and short-term investments. Cost of goods sold, including occupancy, distribution, and buying expenses were 66.5% of total retail sales for the current year's first quarter, compared to 65.8% for last year's first three months. The increase in cost of goods sold as a percent of retail sales resulted primarily from higher levels of promotional markdowns taken in this year's first quarter. Selling, general and administrative (SG&A) expenses were $29.7 million, or 24.7% or retail sales, for this year's first quarter, compared to $29.2 million, or 25.5% or retail sales, in last year's first quarter. The decrease in SG&A as a percent of retail sales reflects the Company's continued emphasis on operating expense management. THE CATO CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES At May 4, 1996, the Company had working capital of $108.4 million, compared to $101.8 million at April 29, 1995 and $102.2 million at February 3, 1996. Cash provided by operating activities was $12.3 million for the three months ended May 4, 1996, compared to $8.1 million for last year's comparable three- month period. The Company had no borrowings under its revolving credit agreement at May 4, 1996 or April 29, 1995. At May 4, 1996, the Company had cash, cash equivalents, and short-term investments of $56.6 million, compared to $51.8 million at April 29, 1995 and $47.9 million at February 3, 1996. In February 1996, the Company entered into a new unsecured revolving credit agreement which provides for borrowings of up to $20 million and an additional letter of credit facility of $15 million. The revolving credit agreement is committed until May 1999 and the letter of credit facility is renewable annually. The revolving credit agreement contains various financial covenants, including the maintenance of specific financial ratios. The agreement replaces an unsecured revolving credit and term loan agreement, which was committed until May 1998, and provided $35 million of available borrowings and a $15 million letter of credit facility. Expenditures for property and equipment totaled $2.8 million for the three months ended May 4, 1996, compared to $1.7 million of expenditures in last year's first three months. The Company expects total capital expenditures to be approximately $9.6 million for current fiscal year. The Company is currently planning very modest store development in fiscal 1996, pending more favorable business trends. The Company intends to open approximately 20 new stores and to relocate or expand 15 stores during the current fiscal year. For the three months ended May 4, 1996, the Company had opened 11 new stores and relocated or expanded 4 stores. The Company believes that its cash, cash equivalents and short- term investments, together with cash flow from operations and borrowings available under its revolving credit agreement, will be adequate to fund the Company's proposed capital expenditures and other operating requirements. PART II OTHER INFORMATION THE CATO CORPORATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN THE RIGHTS OF THE COMPANY'S SECURITY HOLDERS None ITEM 3. DEFAULTS BY THE COMPANY ON ITS SENIOR SECURITIES Not Applicable ITEM 4. RESULT OF VOTES OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (A) None (B) No Reports on Form 8-K were filed during the quarter ended May 4, 1996. PART II OTHER INFORMATION (CONTINUED) THE CATO CORPORATION 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 June 7, 1996 /s/ Wayland H. Cato, Jr. --------------- ------------------------- Date Wayland H. Cato, Jr. Chairman of the Board of Directors and Chief Executive Officer June 7, 1996 /s/ Alan E. Wiley --------------- --------------------------- Date Alan E. Wiley Executive Vice President-Secretary, Chief Financial and Administrative Officer
 

5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AND INCOME STATEMENT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS FEB-01-1997 MAY-04-1996 21,756 34,816 43,925 4,387 69,547 172,134 95,864 40,746 232,438 63,767 0 0 0 952 155,677 232,438 120,028 123,539 79,774 79,774 0 265 65 11,971 4,250 7,721 0 0 0 7,721 .27 0