**EXHIBIT31.1**

 

**PRINCIPALEXECUTIVE OFFICER CERTIFICATION PURSUANT TO**

**SECURITIESEXCHANGE ACT OF 1934 RULE 13a-14(a)/15d-14(a), AS ADOPTED**

**PURSUANTTO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

 

      I, John P. D. Cato, certify that:

|     |                                                                                                                                                                                                                                                                                                                                                  |
|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.  | I have reviewed this report on Form 10-Q  of The Cato Corporation (the “registrant”);                                                                                                                                                                                                                                                |
|     |                                                                                                                                                                                                                                                                                                                                                  |
| 2.  | Based on my knowledge, this 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 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 in this report;                                                          |
|     |                                                                                                                                                                                                                                                                                                                                                  |
| 4.  | The registrant’s other certifying officer and  I are responsible for establishing and maintaining disclosure controls and  procedures (as defined in Exchange Act Rules 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 registrant   and 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 report is being prepared; |
|     |                                                                                                                                                                                                                                                                                                                                                  |
|     | 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  fourth fiscal quarter in the   case of an annual 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 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): |                                                                                                                                                                                                                                                                                 |
|----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |
|     | 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 |   |
|     |                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                 |
|     | 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: June 8, 2011

 

| /s/ John P. D. Cato                                                  |
|----------------------------------------------------------------------|
| John  P. D. Cato

Chairman,  President and

Chief  Executive Officer |

 

 

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