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Page 38

CERTIFICATION

I, Michael O. Moore, Executive Vice President,
Chief Financial Officer and Secretary of The
Cato Corporation, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of The Cato
Corporation;                                                                                                                                                                                                                                                   
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|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 in this
quarterly report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15(e)) for the registrant and
we have:                                                                                                   



| | a) |  | Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to 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
quarterly report is being prepared; 
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|
| | b) |  | Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;                  
|
| | c) |  | Evaluated the effectiveness of the registrants disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and                                                                                                      
|
| | d) |  | Disclosed in this report any change in the registrants internal
control over financial reporting that occurred during the registrants
most recent fiscal quarter (the registrants second fiscal quarter in
the case of a quarterly report) that has materially affected, or is
reasonably likely to materially affect, the registrants internal
control over financial reporting; and



|5. |  | The registrants other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial
reporting, to the registrants auditors and the audit committee of the
registrants board of directors (or persons performing the equivalent
functions):
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| | a) |  | All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrants ability to
record, process, summarize and report financial information; and
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|
| | b) |  | Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal
control over financial reporting.                                                                                               

Date: September 12, 2003

/s/ Michael O. Moore
Michael O. Moore
Executive Vice President
Chief Financial Officer and Secretary