Results of Operations · Company Update

SECURITIES AND EXCHANGE COMMISSION 450 Fifth Street NW Washington, D.C. 29549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 17, 2011 THE CATO CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 1-31340 56-0484485 (State or Other Jurisdiction of Incorporation (Commission File Number) (IRS Employer Identification No.) 8100 Denmark Road, Charlotte, NC (Address of Principal Executive Offices) 28273-5975 (Zip Code) (704) 554-8510 (Registrant’s Telephone Number, Including Area Code) Not Applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a‑12)    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) THE CATO CORPORATION Item 2.02.  Results of Operations and Financial Condition. On November 17, 2011, The Cato Corporation issued a press release regarding its financial results for the third quarter ending October 29, 2011.  A copy of this press release is furnished as Exhibit 99.1 hereto. Item 9.01.  Financial Statements and Exhibits. (d)  Exhibits Exhibit 99.1 – Press Release issued November 17, 2011. 2 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.                                                                                     THE CATO CORPORATION November 18, 2011 /s/ John P. D. Cato Date John P. D. Cato Chairman, President and Chief Executive Officer November 18, 2011 /s/ John R. Howe Date John R. Howe Executive Vice President Chief Financial Officer 3 Exhibit Index Exhibit Exhibit No . Press Release issued November 17, 2011. 99.1 4