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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

S-1



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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 |    
|                            |                                         |                |       |                |      |            |       |        |   |   |     |    



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|    |                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------
|(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.                                                                                                 

S-2