EXHIBIT 23.2

PREDECESSOR INDEPENDENT AUDITORS’ CONSENT

      We consent to the incorporation by reference in Registration Statement No. 333-96283 on Form S-8 pertaining to The Cato Corporation 1999 Incentive Compensation Plan, in Registration Statement No. 33-41314 on Form S-8 pertaining to The Cato Corporation 1987 Incentive Stock Option Plan, in Registration Statement No. 33-41315 on Form S-8 pertaining to The Cato Corporation 1987 Nonqualified Stock Plan, and in Registration Statement Nos. 33-69844 and 333-96285 on Forms S-8 pertaining to The Cato Corporation 1993 Employee Stock Purchase Plan, of our report dated April 21, 2003, with respect to the consolidated financial statements and financial statement schedule of the Cato Corporation included in and incorporated by reference in the Annual Report on Form 10-K for the year ended January 31, 2004.

/s/ Deloitte & Touche LLP

Charlotte, North Carolina

April 22, 2004

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SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

		Allowance
		for			Reserve for			Allowance
		Doubtful			Rental			for Sales
		Accounts(a)			Commitments(b)			Returns(c)
		(In thousands)
Balance at February 3, 2001		$	5,422		$	1,649		$	—
	Additions charged to costs and expenses		5,913			691			—
	Additions charged to other accounts		1,052	(d)		—			—
	Deductions		(6,419	)(e)		(1,263	)		—
Balance at February 2, 2002			5,968			1,077			—
	Additions charged to costs and expenses		4,763			1,000			390
	Additions charged to other accounts		887	(d)		—			—
	Deductions		(5,519	)(e)		(1,121	)		—
Balance at February 1, 2003			6,099			956			390
	Additions charged to costs and expenses		6,098			1,062			10
	Additions charged to other accounts		858	(d)		—			—
	Deductions		(6,720	)(e)		(1,402	)		—
Balance at January 31, 2004		$	6,335		$	616		$	400

(a)	Deducted from trade accounts receivable.
(b)	Provision for the difference between costs and revenues from non-cancelable subleases over the lease terms of closed stores.
(c)	Gross margin revenue on return sales.
(d)	Recoveries of amounts previously written off.
(e)	Uncollectible accounts written off.

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