SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q


[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities  Exchange
Act of 1934

For the quarterly period ended May 2, 1998 or

[  ]  Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the transition period from  __________ to __________

Commission File No.   000-19372

CATHERINES STORES CORPORATION
(exact name of registrant as specified in its charter)

Tennessee                                              62-1350411
(State or other jurisdiction of                      (IRS Employer
incorporation or organization)                       Identification No.)


3742 Lamar Avenue,  Memphis,  Tennessee,  38118 (Address of principal  executive
offices)

Registrant's telephone number, including area code (901) 363-3900

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required to file such reports).

                                    Yes X No

Indicate the number of shares outstanding of each of the registrant's classes of
common stock as of the latest practicable date.

         As of June 5, 1998 there were  7,242,789  shares of  Catherines  Stores
Corporation common stock outstanding.












<PAGE>



                          CATHERINES STORES CORPORATION

                                    FORM 10-Q

                                   May 2, 1998

                                Table of Contents
                                                                        Page No.

         PART 1 -          FINANCIAL INFORMATION

         Consolidated Statements of Income                                     3

         Consolidated Balance Sheets                                           4

         Consolidated Statements of Cash Flows                                 5

         Notes to Consolidated Financial Statements                          6-9

         Management's Discussion and Analysis of
         Financial Condition and Results of Operations                     10-13


         PART 2 -          OTHER INFORMATION                               14-15

































<PAGE>



PART 1 - FINANCIAL INFORMATION

CATHERINES STORES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME


                                                   Thirteen weeks ended
                                          May 2, 1998                May 3, 1997

Net sales                                 $76,452,394                $70,968,193

Cost of sales, including
buying and occupancy costs..............   51,109,138                 48,670,830
                                           ----------                 ----------

Gross margin ...........................   25,343,256                 22,297,363

Selling, general and
administrative expenses ................    2,431,048                 19,653,566

Amortization of intangible
assets .................................      254,308                    274,878
                                              -------                    -------

Operating income before
store closing costs ....................    4,657,900                  2,368,919

Store closing costs (Note 7) ...........      188,657                          0
                                              -------                    -------

Operating income .......................    4,469,243                  2,368,919

Interest expense, net ..................      279,648                    322,424
                                              -------                    -------

Income before income taxes .............    4,189,595                  2,046,495

Provision for income taxes .............    1,718,000                    833,000
                                            ---------                    -------

Net income .............................   $2,471,595                 $1,213,495
                                           ==========                 ==========


Net income per common
share (Note 6) .........................        $0.34                      $0.17
                                                =====                      =====

Diluted net income per
common share (Note 6) ..................        $0.34                      $0.17
                                                =====                      =====

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.












                                       -3-

<PAGE>



CATHERINES STORES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
                                                      May 2,         January 31,
                                                      1998              1998
A S S E T S
Current Assets:
Cash and cash equivalents ....................   $   4,465,146    $   3,089,290
Receivables ..................................       3,409,960        2,580,025
Merchandise inventory ........................      52,257,309       48,310,215
Prepaid expenses and other ...................       4,557,846        4,044,144
Deferred income taxes ........................       2,504,000        2,504,000
                                                 -------------    -------------
 Total current assets ........................      67,194,261       60,527,674
                                                 -------------    -------------

Property and Equipment, at cost:
Land .........................................         500,000          500,000
Leasehold improvements .......................      23,570,355       23,213,674
Fixtures and equipment .......................      29,238,240       28,573,919
Equipment under capital leases ...............      13,547,653       13,356,177
Improvements in process ......................       1,029,561          830,144
                                                  -------------   -------------
                                                    67,885,809       66,473,914
Less accumulated depreciation
 and amortization ............................     (34,335,635)     (32,398,729)
                                                 -------------    -------------
                                                    33,550,174       34,075,185
                                                 -------------    -------------

Deferred Income Taxes ........................         435,000          435,000
Other Assets and Deferred Charges, less
 accumulated amortization of $1,797,691
 and $1,716,072 ..............................       2,534,998        2,506,096
Goodwill, less accumulated amortization
 of $5,059,546 and $4,886,858 ................      22,564,028       22,739,081
                                                 -------------    -------------
                                                 $ 126,278,461    $ 120,283,036
                                                 =============    =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable .............................   $  24,401,740    $  21,761,405
Accrued expenses (Note 3) ....................      17,098,763       14,750,159
Current maturities of long-term bank
 and other debt ..............................       2,258,358        2,853,585
                                                 --------------   -------------
Total current liabilities ....................      43,758,861       39,365,149

Long-Term Bank and Other Debt, less
 current maturities (Note 4) .................       9,883,524       10,788,920
Stockholders' Equity:
Preferred stock, $.01 par value,
 1,000,000 shares authorized, none issued
 and outstanding .............................            --               --
Common stock, $.01 par value, 50,000,000
 shares authorized, 7,236,989 and
 7,231,070 shares issued and outstanding .....          72,370           72,311
Additional paid-in capital ...................      46,564,879       46,529,424
Retained earnings ............................      25,998,827       23,527,232
                                                 -------------    -------------
Total stockholders' equity ...................      72,636,076       70,128,967
                                                 -------------    -------------
                                                 $ 126,278,461    $ 120,283,036
                                                 =============    =============

The  accompanying  notes  are an  integral  part of these  consolidated  balance
sheets.



                                       -4-

<PAGE>



CATHERINES STORES CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                      Thirteen weeks ended
                                                  May 2, 1998       May 3, 1997

Cash Flows from Operating Activities:
Net income ...................................     $ 2,471,595      $ 1,213,495
                                                   -----------      -----------
Adjustments to reconcile net income
 to net cash provided by (used in)
 operating activities--
  Depreciation and amortization ..............       2,191,213        2,211,091
  Change in reserve for store
   closing costs .............................         148,211                0
  Net change in current assets and
   liabilities (Note 2) ......................         166,782       (5,071,873)
  Change in other noncash reserves ...........        (616,785)         (75,089)
  Change in other assets .....................        (108,156)         (33,388)
                                                   -----------      -----------

    Total adjustments ........................       1,781,265       (2,969,259)
                                                   -----------      -----------

Net cash provided by (used in)
 operating activities ........................       4,252,860       (1,755,764)
                                                   -----------      -----------

Cash Flows from Investing Activities:
  Capital expenditures .......................      (1,299,029)      (1,410,952)
                                                   -----------      -----------

Net cash used in investing activities ........      (1,299,029)      (1,410,952)
                                                   -----------      -----------

Cash Flows from Financing Activities:
  Sales of common stock ......................          35,514           41,560
  Proceeds from long-term bank
   and other debt ............................       6,919,000        5,236,000
  Principal payments of long-
   term bank and other debt ..................      (8,532,489)        (458,602)
                                                   -----------      -----------

Net cash (used in) provided by
 financing activities ........................      (1,577,975)       4,818,958
                                                   -----------      -----------

Net Increase in Cash and
 Cash Equivalents ............................       1,375,856        1,652,242
Cash and Cash Equivalents,
 beginning of period .........................       3,089,290        2,992,339
                                                   -----------      -----------

Cash and Cash Equivalents,
 end of period ...............................     $ 4,465,146      $ 4,644,581
                                                   ===========      ===========

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.




                                       -5-

<PAGE>



CATHERINES STORES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) General

         In the opinion of management,  the accompanying  unaudited consolidated
financial  statements  contain all adjustments  (consisting of normal  recurring
adjustments)  which  management   considers  necessary  to  present  fairly  the
consolidated  financial position of Catherines Stores Corporation ("Stores") and
its wholly owned  subsidiaries  as of May 2, 1998 and January 31, 1998,  and the
consolidated  results of their  operations and their cash flows for the thirteen
weeks  ended  May 2,  1998 and May 3,  1997.  Stores  and its  subsidiaries  are
collectively  referred to as the  "Company".  The results of operations  for the
thirteen week periods may not be indicative of the results for the entire year.

         These  statements  should  be  read in  conjunction  with  the  audited
financial statements and related notes which have been incorporated by reference
in the  Company's  Form 10-K for the year ended  January 31, 1998.  Accordingly,
significant  accounting  policies and other  disclosures  necessary for complete
financial statements in conformity with generally accepted accounting principles
have been  omitted  since  such items are  reflected  in the  Company's  audited
financial statements and related notes thereto.

         The  preparation of financial  statements in conformity  with generally
accepted accounting principles requires management to make certain estimates and
assumptions  that affect the  reported  amounts of assets and  liabilities,  and
disclosure of contingent  assets and  liabilities,  at the date of the financial
statements,  and the  reported  amounts  of  revenues  and  expenses  during the
reporting period. Actual results could differ from those estimates.

 (2) Statements of Cash Flows

         The  changes  in  current  assets  and  liabilities  reflected  in  the
statements of cash flows were as follows:

                                                         Thirteen weeks ended
                                                      May 2,            May 3,
                                                       1998              1997
Increase (decrease) in cash and cash
 equivalents-
Receivables ..................................     $  (780,631)     $  (531,170)
Merchandise inventory ........................      (3,206,613)      (3,896,047)
Prepaid expenses and other ...................        (513,702)      (1,314,947)
Accounts payable .............................       2,640,335           48,146
Accrued expenses .............................       2,027,393          622,145
                                                   -----------      -----------
   Total .....................................     $   166,782      $(5,071,873)
                                                   ===========      ===========

         


                                       -6-

<PAGE>


     Interest  paid during the thirteen  weeks ended May 2, 1998 and May 3, 1997
was approximately $106,000 and $323,000, respectively.  Income taxes paid during
the thirteen weeks ended May 2, 1998 and May 3, 1997 were approximately $463,000
and $453,000, respectively.

 (3) Accrued Expenses

         Accrued expenses consisted of the following:

                                                       May 2,        January 31,
                                                       1998              1998

Payroll and related benefits ...............       $ 3,252,927       $ 3,252,177
Taxes other than income taxes ..............         1,607,580         1,059,127
Rent and other related costs ...............         2,221,094         2,252,587
Deferred revenues ..........................         2,001,063         1,819,288
Reserve for earned discounts ...............         1,309,000         1,140,000
Reserve for store closing costs ............         1,263,422         1,115,211
Other ......................................         5,443,677         4,111,769
                                                   -----------       -----------
   Total ...................................       $17,098,763       $14,750,159
                                                   ===========       ===========


(4) Long-Term Bank and Other Debt

         Long-term bank and other debt consisted of the following:

                                                     May 2,         January 31,
                                                     1998               1998
Due to banks:
Term notes .................................     $          0      $  1,250,000
Working capital notes ......................                0         7,000,000
Mortgage note ..............................        6,897,971                 0
Other:
Capital lease and other obligations ........        5,243,911         5,392,505
                                                 ------------      ------------
                                                   12,141,882        13,642,505
Less current maturities ....................       (2,258,358)       (2,853,585)
                                                 ------------      ------------
Total ......................................     $  9,883,524      $ 10,788,920
                                                 ============      ============


         On February 27, 1998, the Company entered into a new mortgage financing
agreement  and amended the  existing  bank credit  agreement.  The new  mortgage
financing  agreement  provides a $6,919,000  mortgage facility with a seven-year
term and a 20-year  amortization  period. The interest rate on the mortgage note
is fixed at 7.5%.  Proceeds  from the  note  were  used to repay  the  Company's
outstanding  term  loan and to reduce  amounts  outstanding  under  the  working
capital  facility.  The existing bank credit agreement was amended to reduce the
amount  available  from $28 million to $25 million,  including the swing line of
credit,  and to increase  the  interest  rate to the agent  bank's prime rate or
LIBOR plus 2 1/4%,  at the Company's  option.  Amounts  available  under the new
agreement are based on the Company's eligible receivables and inventories.



                                       -7-

<PAGE>



         At May 2, 1998,  the Company had  approximately  $19,800,000  available
under its combined working capital and swing line facility.  Outstanding letters
of credit were  approximately  $5,200,000  at May 2, 1998.  During the  thirteen
weeks ended May 2, 1998,  the Company  entered  into a  supplement  to a capital
lease agreement for the purpose of obtaining laptop computers and general office
equipment.  The cost of this equipment,  approximately $113,000, was financed by
capital leases.

 (5) Leases

         During the thirteen weeks ended May 2, 1998, the Company amended leases
for  three  stores,   which   increased   future  minimum  rental   payments  by
approximately  $264,000  since  January 31, 1998.  Total future  minimum  rental
payments  under all  noncancelable  operating  leases with  initial or remaining
lease terms of one year or more are approximately $71,052,000.

         Total rent expense for all operating leases was as follows:

                                                      Thirteen Weeks Ended
                                                    May 2,              May 3,
                                                     1998               1997
Minimum rentals ......................           $5,229,744           $5,293,110
Contingent rentals ...................               36,003               80,376
                                                 ----------           ----------
Total ................................           $5,265,747           $5,373,486
                                                 ==========           ==========


(6) Net Income Per Common Share

         The  reconciliation  of net  income per common  share and  diluted  net
income per common share is as follows:

                                                                         Diluted
                                            Net Income                Net Income
                                            Per             Stock       Per
                                            Common Share   Options  Common Share
Thirteen weeks ended May 2, 1998:
  Net income .........................    $2,471,595             0    $2,471,595
  Weighted average shares ............     7,232,696       125,250     7,357,946
                                          ----------                  ----------
  Per share amount ...................    $     0.34                  $     0.34
                                          ==========                  ==========

Thirteen weeks ended May 3, 1997:
  Net income .........................    $1,213,495             0    $1,213,495
  Weighted average shares ............     7,198,532        61,071     7,259,603
                                          ----------                  ----------
  Per share amount ...................    $     0.17                  $     0.17
                                          ==========                  ==========





                                       -8-

<PAGE>


(7) Store Closing Costs

     The Company  reviewed its store base in late fiscal 1997 and committed to a
plan to close 30 underperforming  stores upon lease termination or by settlement
with the  landlords.  Two  underperforming  stores were closed  during the first
quarter of fiscal 1998 at a cost of  approximately  $39,000 and eight additional
stores have  scheduled  closing dates during the  remainder of fiscal 1998.  The
remaining stores' leases are still being negotiated with the landlords.

         Based on negotiations  with landlords during the first quarter of 1998,
the Company  reserved an additional  $150,000 for the  estimated  costs to close
certain stores.












































                                       -9-

<PAGE>



Item 2.


                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

         This outlook contains forward-looking  statements within the meaning of
the  Private  Securities  Litigation  Reform Act of 1995.  Such  forward-looking
statements  are based on  current  expectations  that are  subject  to known and
unknown risks,  uncertainties  and other factors that could cause actual results
to differ materially from those contemplated by the forward-looking  statements.
Such factors  include,  but are not limited to, the following:  general economic
conditions;  competitive factors and pricing pressures; the Company's ability to
predict  fashion  trends;  consumer  apparel buying  patterns;  adverse  weather
conditions and inventory risks due to shifts in market demand.  The Company does
not undertake to publicly update or revise the  forward-looking  statements even
if experience or future changes make it clear that projected  results  expressed
or implied therein will not be realized.

Overview

         The Company's net income for the thirteen week period ended May 2, 1998
was  $2,472,000  compared to $1,213,000 in the thirteen week period ended May 3,
1997.  Operating income margins were 5.8% for the first quarter of 1998 compared
to 3.3% in 1997.  First  quarter  operating  income  before store  closing costs
almost doubled the operating income for first quarter of 1997.

         The Company  reviewed its store base in late fiscal 1997 and  committed
to a plan to  close 30  underperforming  stores  upon  lease  termination  or by
settlement with the landlords. Two underperforming stores were closed during the
first  quarter  of  fiscal  1998 at a cost of  approximately  $39,000  and eight
additional  stores have  scheduled  closing dates during the remainder of fiscal
1998.  The  remaining  stores'  leases  are  still  being  negotiated  with  the
landlords.

         Through  negotiations  with landlords during the first quarter of 1998,
the Company  reserved an additional  $150,000 for the  estimated  costs to close
certain stores.

Liquidity and Capital Resources

         The Company's  cash provided by operations  was  $4,253,000  during the
thirteen  weeks  ended  May 2,  1998,  compared  to cash used in  operations  of
$1,756,000  during the  thirteen  weeks ended May 3, 1997.  The increase in cash
flow  provided by  operations  is primarily  attributable  to an increase in net
income and a decrease in working  capital.  The  Company's  working  capital was




                                      -10-

<PAGE>

$23,435,000 at May 2, 1998 compared to  $28,871,000 at May 3, 1997.  Compared to
the first quarter of 1997,  inventory per store  decreased  2.6%.  The Company's
internally  generated  cash flow  financed its operating  requirements,  capital
expenditures and debt service during the thirteen week period ended May 2, 1998.

         The Company maintains a merchant services  agreement with a third party
credit  processor.  This  agreement  provides  for the Company to sell,  without
recourse,  accounts  receivable from private label credit card sales.  The third
party  provides all  authorization,  billing and  collection  services for these
accounts. The five-year agreement,  which expires in January 2000, automatically
renews unless terminated by either party or by mutual agreement.

Capital Expenditures

         The Company incurred approximately  $1,200,000 to relocate,  remodel or
expand existing  stores during the first quarter of 1998. The Company  estimates
that  fiscal 1998  capital  expenditures  will be  approximately  $7,000,000  to
$8,000,000 of which an estimated $5,000,000 will be used for the opening of four
to  six  new  locations  and  the   remodeling,   relocation  and  expansion  of
approximately  31 other  locations.  An  additional  $1,200,000  will be used to
purchase new  information  technology  to upgrade the  merchandise  planning and
allocation  systems and the customer profile  database system.  The remainder of
capital  expenditures are to upgrade existing computer  systems,  add additional
software technology and to maintain existing facilities.

Banking Arrangements

         In February  1998,  the Company  entered into a new mortgage  financing
agreement and amended the existing bank credit  agreement.  The Company's  prior
bank  credit  agreement  provided  a  $5,000,000  term loan,  a working  capital
facility  of  $25,000,000  and a swing  line of  credit of  $3,000,000  with the
Company's  agent bank. The term loan required  quarterly  principal  payments of
$250,000.  The working  capital  facility could have been be used for letters of
credit.  The  interest  rate was the bank's prime rate or LIBOR plus 1 1/4% , at
the Company's option.

         The new mortgage  financing  agreement  provides a $6,919,000  mortgage
facility with a seven-year term and a 20-year  amortization period. The interest
rate on the mortgage note is fixed at 7.5%.  Proceeds from the note were used to
repay the term loan and to reduce  the  amounts  outstanding  under the  working
capital  facility.  The existing bank credit  facility was amended to reduce the
amount  available from  $28,000,000 to $25,000,000,  including the swing line of
credit,  and to increase  the  interest to the agent  bank's prime rate or LIBOR
plus 2 1/4%, at the Company's option. The new agreement expires June 30, 2001.






                                      -11-

<PAGE>


     At May 2, 1998, the Company had approximately  $19,800,000  available under
its  combined  working  capital  and  swing  line  facility  and   approximately
$5,200,000 in outstanding letters of credit.

         The Company believes that its internally  generated cash flow, together
with borrowings under the bank credit agreement, will be adequate to finance the
Company's operating  requirements,  debt repayments and capital needs during the
foreseeable future.


Results of Operations

Thirteen Weeks Ended May 2, 1998 Compared to Thirteen Weeks Ended May 3,
1997

         Net sales in the first quarter of 1998  increased  7.7% to  $76,452,000
from  $70,968,000  in the  first  quarter  of  1997.  Comparable  stores'  sales
increased  10.4%.  The average unit  selling  price,  the number of  saleschecks
generated,  number of units sold and the average  number of units per salescheck
all increased.  During the first quarter, two stores were closed permanently and
one store was closed  temporarily due to tornado damage,  reducing the number of
stores  operated  by the  Company  on May 3, 1998 to 440.  At May 3,  1997,  the
Company operated 460 stores.

         Gross  margin,  after  buying  and  occupancy  costs,  increased  as  a
percentage  of sales to 33.1%  from  31.4% in the  first  quarter  of 1997.  The
increase is attributable to leveraged buying and occupancy costs and an increase
in merchandise margin.

         Selling,  general and administrative  expenses increased to $20,431,000
in the first  quarter of 1998  compared to  $19,654,000  in the first quarter of
1997. The increase is primarily attributable to store and management performance
bonuses  and  consultant   services  incurred  to  re-engineer  the  merchandise
assortment planning and distribution functions, offset by decreased advertising,
supplies and other service costs. As a percentage of sales, the selling, general
and  administrative  expenses decreased to 26.7% from 27.7% in the first quarter
of 1997.

         The Company  reviewed its store base in late fiscal 1997 and  committed
to a plan to  close 30  underperforming  stores  upon  lease  termination  or by
settlement with the landlords. Two underperforming stores were closed during the
first  quarter  of  fiscal  1998 at a cost of  approximately  $39,000  and eight
additional  stores have  scheduled  closing dates during the remainder of fiscal
1998.  The  remaining  stores'  leases  are  still  being  negotiated  with  the
landlords.

         Based on negotiations  with landlords during the first quarter of 1998,
the Company  reserved an additional  $150,000 for the  estimated  costs to close
certain stores.




                                      -12-

<PAGE>



         Interest  expense was  approximately  $280,000 in the first  quarter of
1998  compared  to  $322,000  in the first  quarter  of 1997.  The  decrease  is
primarily attributable to the decrease in working capital borrowings,  offset by
an increase in capital lease expense.

         Income taxes were  provided at  effective  rates of 41.0% and 40.7% for
the thirteen weeks ended May 2, 1998 and May 3, 1997, respectively.

         Net income for the first  quarter of 1998 was  $2,472,000  compared  to
$1,213,000  for the first  quarter of 1997.  Diluted net income per common share
("Net income per common share") was $0.34 per share in the first quarter of 1998
and $0.17 per share in the first quarter of 1997.

Year 2000 Compliance

         The  Company has  developed a plan to ensure its systems are  compliant
with the requirements to process  transactions in the year 2000. The majority of
the Company's information systems are serviced by outside vendors who are in the
process of completing  all necessary  updates to ensure they will continue to be
effective  in the  year  2000.  The  Company  is also  requesting  from  its key
third-party providers certifications of year 2000 compliance. All of these costs
will be borne by the key third-parties.  The Company expects the majority of its
information  systems to be year 2000 compliant by 1999,  however,  no assurances
can be given that the efforts by the Company,  its outside service providers and
its third parties will be successful. The Company does not expect that the costs
to achieve year 2000 compliance will be material to its  consolidated  financial
position or results of operations.

























                                      -13-

<PAGE>




PART 2 - OTHER INFORMATION

Item 1.   Legal Proceedings
            The  Company is from time to time  involved  in  routine  litigation
incidental to the conduct of its business, substantially all of which is covered
by existing insurance  coverage.  The Company believes that no currently pending
litigation  to which it is a party  will have a material  adverse  effect on its
consolidated financial condition or results of operations.

Item 2.   Changes in the Rights of the Company's Security Holders
            Not applicable

Item 3.   Defaults by the Company on its Senior Securities
            Not applicable

Item 4.   Submission of Matters to a vote of Security Holder

         The Annual Meeting of the  Stockholders of the Company was held on June
3, 1998.  Matters voted upon at the meeting were the election of directors,  the
ratification of independent public accountants and the increase in the number of
authorized  shares under the incentive  plan and to ratify all grants of options
under this plan to date.

         The results of the voting were as follows:

                                                                       Abstain/
                                                                        Broker
                                 For      Against        Withheld      Non-Voter
Election of directors:       
  Stanley H. Grossman          4,557,590                2,074,671  
  Wellford L. Sanders, Jr.     4,556,212                2,076,049 
Appointment of Arthur 
  Andersen LLP                 6,618,390    4,521                         9,350
Increase incentive plan
  authorized shares and
  ratification of all grants
  under the plan to date        2,126,302   4,489,071                    16,888

Item 5.   Other Information
            Not applicable












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Item 6.     Exhibits and Reports on Form 8-K
            (A) 10.40  Loan Agreement between Catherines Stores Corporation, 
            Catherines, Inc. and National Bank of Commerce dated February 27, 
            1998.
            27.1  Financial Data Shcedule (for Edgar filing only)
            (B) None

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                                SIGNATURES


                    June 3, 1998            /s/ David C. Forell
                    ---------------         ------------------------------------
                          (Date)            David C. Forell,
                                            Executive Vice President,
                                            Chief Financial Officer




































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