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<PAGE> 1
Page 9
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement
No. 33-69844 of The Cato Corporation Employee Stock Purchase Plan on Form S-8 of
our report dated December 1, 2000, appearing in this Annual Report on Form 11-K
of The Cato Corporation Employee Stock Purchase Plan for the year ended
September 30, 2000.
DELOITTE & TOUCHE LLP
Charlotte, North Carolina
December 27, 2000
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