EXHIBIT 23.1


                         [Letterhead of Waring Cox, PLC]


                                 August 25, 1999

Catherines Stores Corporation
3742 Lamar Avenue
Memphis, Tennessee  38118

         Re:  Registration Statement Form S-8

Gentlemen:

     We have acted as counsel to  Catherines  Stores  Corporation,  a  Tennessee
corporation  (the  "Company"),  in connection  with the  Company's  Registration
Statement on Form S-8 (the "Registration Statement"), pursuant to the Securities
Act of 1933,  as  amended,  relating  to the  Company's  1999  Diane  V.  Missel
Non-Qualified  Incentive Plan (the "Plan").  This opinion is being  furnished in
response to Item 601 of Regulation S-K and the instructions to Form S-8.

     We are familiar with the  proceedings  to date with respect to the proposed
offering  and have  examined  such  records,  documents  and  matters of law and
satisfied  ourselves as to such matters of fact as we have  considered  relevant
for purposes of this opinion.

     On the basis of the foregoing, we are of the opinion that:

         1. The Company is a corporation  duly  organized and existing under the
         laws of the State of Tennessee  and is duly  authorized to carry on the
         business in which it is engaged.

         2. The Plan has been duly and validly  authorized and adopted,  and the
         40,000  shares of Common  Stock of the  Company,  $0.01 par value  (the
         "Shares")  that may be  issued  and  sold  from  time to time  upon the
         exercise of options  granted in accordance with the Plan have been duly
         authorized  for  issuance and will,  when issued,  sold and paid for in
         accordance   with  the  Plan,  be  validly   issued,   fully  paid  and
         non-assessable.


     We do not purport to cover herein the application of the securities laws of
various states to sales of the Shares.

     We  hereby  consent  to the  use  of  this  opinion  as an  exhibit  to the
Registration Statement.

                                                     Very truly yours,

                                                     /s/ WARING COX, PLC
                                                     -------------------
SDC/hll



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EXHIBIT 23.2


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public  accountants,  we hereby consent to the incorporation
by reference  into the  Registration  Statement (on Form S-8)  pertaining to the
Catherines Stores Corporation 1999 Diane V. Missel Non-Qualified  Incentive Plan
of our reports  dated March 8, 1999,  incorporated  by reference  in  Catherines
Stores  Corporation's  Form 10-K for the year ended January 30, 1999, and to all
references to our firm included in this Registration Statement.


ARTHUR ANDERSEN LLP
Memphis, Tennessee
August 25, 1999


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