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EXHIBIT 32.1


                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                       AS ADOPTED PURSUANT TO SECTION 906
                        OF THE SARBANES-OXLEY ACT OF 2002


        In connection with the Quarterly Report of The Cato Corporation (the
"Company") on Form 10-Q for the quarter ended November 1, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, John P.
Derham Cato, President, Vice Chairman of the Board and Chief Executive Officer
of the Company, certify, pursuant to 18 U.S.C. sec. 1350 as adopted pursuant to
Sec. 906 of the Sarbanes-Oxley Act of 2002, that (1) The Report fully complies
with the requirements of section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.

Date:  December 15, 2003


/s/ John P. Derham Cato
------------------------------------------------
John P. Derham Cato
President, Vice Chairman of the Board
and Chief Executive Officer





A signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to The Cato Corporation and will be
retained by The Cato Corporation and furnished to the Securities and Exchange
Commission or its staff upon request.