EXHIBIT 99.2


    Statement Under Oath of Principal Financial Officer Regarding Facts and
                 Circumstances Relating to Exchange Act Filings

I, Michael O. Moore, state and attest that:

1)   To the best of my knowledge, based upon a review of the covered reports of
     The Cato Corporation, and, except as corrected or supplemented in a
     subsequent covered report:

o    no covered report contained an untrue statement of a material fact as of
     the end of the period covered by such report (or in the case of a report on
     Form 8-K or definitive proxy materials, as of the date on which it was
     filed); and
o    no covered report omitted to state a material fact necessary to make the
     statements in the covered report, in light of the circumstances under which
     they were made, not misleading as of the end of the period covered by such
     report (or in the case of a report on Form 8-K or definitive proxy
     materials, as of the date on which it was filed).

2)   I have reviewed the contents of this statement with the Company's audit
     committee.

3)   In this statement under oath, each of the following, if filed on or before
     the date of this statement, is a "covered report":

o    Annual Report on Form 10-K for the fiscal year ended February 2, 2002, of
     The Cato Corporation, filed with the Commission on April 24, 2002;
o    all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy
     materials of The Cato Corporation filed with the Commission subsequent to
     the filing of the Form 10-K identified above; and
o    any amendments to any of the foregoing.



/s/ Michael O. Moore
--------------------------------------------
Michael O. Moore
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
September 3, 2002

Subscribed and sworn to before me this 3rd day of September 2002.

/s/ Diane V. Smith
-----------------------------
Diane V. Smith
Notary Public
My Commission Expires: August 16, 2006

[Notarial Seal]