August 29, 1995




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549


Gentlemen:

We have read Item 4 of Form 8-K dated August 30, 1995, of
The Cato Corporation and are in agreement with the
statements contained in the 2nd, 3rd, and 4th paragraphs on
page 1 therein.  We have no basis or disagree with other
statements of the registrant contained therein.


                                        
                                     \s\ Ernst & Young LLP