UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

450 Fifth Street NW
Washington, D.C. 29549

Form 8-K

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

Date of Report (Date of earliest event reported):      August 16, 2005     

THE CATO CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware		1-31340		56-0484485
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

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 or Former Address, if changed since last report)

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 August 16, 2005, The Cato Corporation issued a press release regarding its financial results for the second quarter ending July 30, 2005. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits

     Exhibit 99.1 – Press Released issued August 16, 2005

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 hereunto duly authorized.

		THE CATO CORPORATION
August 18, 2005		/s/ John P. Derham Cato
Date		John P. Derham Cato Chairman, President and Chief Executive Officer
August 18, 2005		/s/ Michael O. Moore
Date		Michael O. Moore Executive Vice President Chief Financial Officer and Secretary

Exhibit Index

Exhibit		Exhibit No.
Press Release issued August 16, 2005			99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE		CEO Approval___

CATO REPORTS 2Q EPS UP 31%
Exceeds Previous Estimate
Provides Second Half Guidance

Charlotte, NC (August 16, 2005) – The Cato Corporation (NYSE: CTR) today reported net income of $10.7 million or $.34 per diluted share for the second quarter ended July 30, 2005, compared to net income of $8.1 million or $.26 per diluted share for the second quarter ended July 31, 2004. Net income increased 32% and earnings per diluted share increased 31% from last year. Sales for the second quarter were $208.3 million, a 6% increase over sales of $197.1 million last year. The Company’s second quarter comparable store sales were flat to the prior year.

The Company’s previous estimate of second quarter earnings per diluted share was $.30 to $.31.

For the six months ended July 30, 2005, the Company earned net income of $29.1 million or $.92 per diluted share, compared with net income of $24.9 million or $.80 per diluted share for the six months ended July 31, 2004, a net income increase of 17% and a per diluted share increase of 15%. Sales for the first half of 2005 were $423.4 million, a 5% increase over sales of $402.3 million in the first half of 2004. Comparable store sales for the first half were flat to the prior year.

“Our second quarter earnings improvement was primarily a result of higher merchandise gross

8100 Denmark Road
P. O. Box 34216
Charlotte, NC 28234
(704) 554-8510

margin due to better sell throughs of regular priced merchandise,” said John Cato, Chairman, President, and Chief Executive Officer. “In July, we successfully implemented a new warehouse management system. This paperless, radio frequency based system will improve accuracy, reduce costs, and speed the flow of merchandise to stores.”

The Company’s expectations for third quarter earnings per diluted share are in the range of $.02 to $.05 versus $.06 in 2004. For the fourth quarter, the Company expects earnings per diluted share to be in the range of $.28 to $.30 versus $.26 last year. Both quarters’ estimates are based on comparable store sales in the range of down 2% to up 2%. For the year, earnings per diluted share are estimated to be in the range of $1.22 to $1.27 versus $1.11 last year, an increase of 10% to 14%.

During the first half, the Company opened 27 stores, relocated seven stores, and closed seven stores. The Company expects to meet its original estimate of 90 new stores for the year. As of July 30, 2005, The Cato Corporation operated 1,197 stores in 31 states, compared to 1,132 stores in 28 states as of July 31, 2004.

The Cato Corporation is a leading specialty retailer of value-priced women’s fashion apparel operating two divisions, “Cato” and “It’s Fashion!”. The Company offers exclusive merchandise with fashion and quality comparable to mall specialty stores at low prices, everyday. 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 financial results for the third quarter, fourth quarter and full year and expected plans for full year store openings 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. 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.

# # #

8100 Denmark Road
P. O. Box 34216
Charlotte, NC 28234
(704) 554-8510

THE CATO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
FOR THE PERIODS ENDED JULY 30, 2005 AND JULY 31, 2004
(Dollars in thousands, except per share data)

		Quarter Ended																Six Months Ended
		July 30,				%				July 31,				%				July 30,				%				July 31,				%
		2005				Sales				2004				Sales				2005				Sales				2004				Sales
										(Restated)																(Restated)
REVENUES
Retail sales		$	208,316				100.0	%		$	197,068				100.0	%		$	423,380				100.0	%		$	402,261				100.0	%
Other income (principally finance, late fees and layaway charges)			3,648				1.7	%			3,816				1.9	%			7,511				1.8	%			7,824				1.9	%
Total revenues			211,964				101.7	%			200,884				101.9	%			430,891				101.8	%			410,085				101.9	%
GROSS MARGIN (Memo)			67,890				32.6	%			60,883				30.9	%			146,520				34.6	%			133,678				33.2	%
COSTS AND EXPENSES, NET
Cost of goods sold			140,426				67.4	%			136,185				69.1	%			276,860				65.4	%			268,583				66.8	%
Selling, general and administrative			50,765				24.4	%			47,320				24.0	%			100,097				23.6	%			93,116				23.1	%
Depreciation			5,025				2.4	%			5,091				2.5	%			10,064				2.4	%			10,070				2.5	%
Interest expense			10				0.0	%			167				0.1	%			162				0.0	%			329				0.1	%
Interest and other income			(1,071	)			-0.5	%			(656	)			-0.3	%			(2,012	)			-0.4	%			(1,162	)			-0.3	%
Cost and expenses, net			195,155				93.7	%			188,107				95.4	%			385,171				91.0	%			370,936				92.2	%
Income Before Income Taxes			16,809				8.0	%			12,777				6.5	%			45,720				10.8	%			39,149				9.7	%
Income Tax Expense			6,102				2.9	%			4,638				2.4	%			16,596				3.9	%			14,211				3.5	%
Net Income		$	10,707				5.1	%		$	8,139				4.1	%		$	29,124				6.9	%		$	24,938				6.2	%
Basic Earnings Per Share		$	0.34							$	0.26							$	0.94							$	0.81
Basic Weighted Average Shares			31,188,146								30,772,526								31,146,236								30,791,747
Diluted Earnings Per Share		$	0.34							$	0.26							$	0.92							$	0.80
Diluted Weighted Average Shares			31,828,039								31,320,047								31,811,183								31,336,248

THE CATO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

		July 30,				July 31,				January 29,
		2005				2004				2005
		(Unaudited)				(Unaudited)
						(Restated)
ASSETS
Current Assets
Cash and cash equivalents		$	23,884			$	29,439			$	18,640
Short-term investments			86,140				76,494				88,588
Accounts receivable — net			48,229				50,260				50,889
Merchandise inventories			84,904				86,355				100,538
Other current assets			7,944				10,758				7,767
Total Current Assets			251,101				253,306				266,422
Property and Equipment — net			118,599				114,783				117,590
Other Assets			10,818				10,195				10,122
TOTAL		$	380,518			$	378,284			$	394,134
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities		$	112,636			$	119,140			$	132,631
Noncurrent Liabilities			33,904				34,631				34,328
Long Term Debt			0				18,500				16,000
Stockholders’ Equity			233,978				206,013				211,175
TOTAL		$	380,518			$	378,284			$	394,134