**EXHIBIT 31.2**
**CERTIFICATIONS**
     I, Michael O. Moore, Executive Vice President, Chief Financial Officer and Secretary of TheCato Corporation, certify that:
1.  I have reviewed this report on Form 10-Q of The Cato Corporation; 2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of the circumstances under whichsuch statements were made, not misleading with respect to the period covered by this report; 3.  Based on my knowledge, the financial statements, and other financial information included in this report,fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented inthis report; 4.  The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrantand have:
 a)  Designed such disclosure controls and procedures, or caused such disclosure controls and proceduresto be designed under our supervision, to ensure that material information relating to the registrant,including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;  b)  Designed such internal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonable assurance regardingthereliability of financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles;  c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented inthis report our conclusions about the effectiveness of the disclosure controls and procedures, as ofthe endof the period covered by this report based on such evaluation;  d)  Disclosed in this report any change in the registrant’s internal control over financial reporting thatoccurred during the registrant’s most recent fiscal quarter that has materially affected, or isreasonably likely to materially affect, the registrant’s internal control over financial reporting;and
5.  The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the registrant’s auditors and the audit committee ofregistrant’s board of directors (or persons performing the equivalent functions):
 a)  All significant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely to adversely affectthe registrant’s ability to record,process, summarize and report financial information; and  b)  Any fraud, whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.     Date: June 6, 2005     /s/ Michael O. Moore         Michael O. Moore    Executive Vice President    Chief Financial Officer and Secretary    
19