UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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):      June 11, 2007     

THE CATO CORPORATION

(Exact Name of Registrant as Specified in its Charter)

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

 

 

Item 5.02.		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 12, 2007, the Company issued a press release announcing that Mr. John R. Howe, the Company’s Vice President, Assistant Controller, has been promoted to Senior Vice President, Controller and to serve as the Company’s principal accounting officer. Mr. Howe’s promotion was effective as of June 11, 1007.

Mr. Robert M. Sandler, the former Senior Vice President, Controller and principal accounting officer, will retire effective June 29, 2007 after 19 years of service with the Company. Mr. Sandler has relinquished his former positions and duties effective June 11, 2007 to assist with Mr. Howe’s transition to his new duties. A copy of the press release is attached hereto as Exhibit 99.1, and the contents thereof are incorporated herein by reference.

Mr. Howe, age 44, has been employed by the Cato Corporation as Vice President, Assistant Controller since August 1999 and has served in various other capacities since joining the Company in 1986.

Mr. Howe does not have an employment agreement with the Company.

Item 9.01     Financial Statements and Exhibits

     (d)     Exhibits

          99.1     Press release issued on June 12, 2007.

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
June 12, 2007		/s/ John P. D. Cato
Date		John P. D. Cato Chairman, President and Chief Executive Officer
June 12, 2007		/s/ Thomas W. Stoltz
Date		Thomas W. Stoltz Executive Vice President Chief Financial Officer

Exhibit Index

Exhibit

99.1          Press release issued on June 12, 2007.

Exhibit 99.1

The CATO Corporation

NEWS RELEASE

FOR IMMEDIATE RELEASE

CEO Approval ________

For Further Information Contact:

Thomas W. Stoltz
Executive Vice President
Chief Financial Officer
704-551-7201

CATO ANNOUNCES PROMOTION OF NEW CONTROLLER

Charlotte, NC (June 12, 2007) — The Cato Corporation (NYSE: CTR) announced today the promotion of John Howe to Senior Vice President, Controller. Mr. Howe will report to Tom Stoltz, Executive Vice President and Chief Financial Officer and be responsible for corporate finance, financial reporting and SEC compliance and will be the Company’s principal accounting officer. Mr. Howe joined Cato in July 1986. He is a Certified Public Accountant and has held several positions within the Company in Financial Planning, Tax and Finance. In August 1999, Mr. Howe was promoted to Vice President, Assistant Controller.

“I am pleased to announce John Howe’s promotion to lead our financial reporting responsibilities,” commented John Cato, the Company’s Chairman, President, and Chief Executive Officer. “John has been an integral part of our financial management team and we look forward to his continued contribution toward Cato’s success.”

Mr. Howe’s promotion follows the announcement of the planned retirement of Robert M. Sandler as Senior Vice President, Controller and the Company’s principal accounting officer. Mr. Sandler’s retirement will be effective June 29, 2007 after 19 years of service with the Company. John Cato added, “Robert’s contributions to Cato have been many. He will be missed but has built a sound financial team.”

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

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, every day. As of June 2, 2007, the Company operated 1,290 stores in 31 states.