As Filed with the Securities and Exchange Commission on August 25, 1999
                         Registration Statement No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933


                          CATHERINES STORES CORPORATION
             (Exact name of registrant as specified in its charter)

                  Tennessee                    62-1350411
          (State of Incorporation) (I.R.S. Employer Identification No.)

                                3742 Lamar Avenue
                            Memphis, Tennessee 38118
                    (Address of principal executive offices)

   CATHERINES STORES CORPORATION 1999 DIANE V. MISSEL NON-QUALIFIED INCENTIVE
                                      PLAN
                            (Full Title of the Plan)

                                 DAVID C. FORELL
                          Executive Vice President and
                             Chief Financial Officer
                                3742 Lamar Avenue
                            Memphis, Tennessee 38118
                                 (901) 363-3900
            (Name, address and telephone number of agent for service)
                                (with copies to:)
                             SAMUEL D. CHAFETZ, ESQ.
                                   Waring Cox
                               50 N. Front Street
                                   Suite 1300
                            Memphis, Tennessee 38103


                         CALCULATION OF REGISTRATION FEE
<TABLE>

<CAPTION>

                                                                             Proposed
                                                       Proposed              Maximum
                                                        Maximum              Aggregate            Amount of
Title Of Securities             Amount To Be        Offering Price           Offering           Registration
 To Be Registered                Registered           Per Share(1)           Price(1)              Fee(1)
-------------------             ------------         --------------          --------          -------------
<S>                             <C>                    <C>                   <C>                <C>
Option and Shares,
Common Stock,
$0.01 par value . . . .         40,000 shares            $8.00               $320,000              $88.96
=========================== ====================  ===================  ===================== ===================

</TABLE>

(1)Estimated solely for the purpose of calculating the registration fee pursuant
to Rule  457(h)  based  upon the price at which  the  option  may be  exercised,
derived from the price of the Common Stock on the NASDAQ  National Market System
on March 4, 1999.


<PAGE>



                                     PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     All  information  required by Part I to be contained in the  Prospectus  is
omitted from the  Registration  Statement in accordance  with Rule 428 under the
Securities Act of 1933, as amended (the "1933 Act").


                                     PART II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following  documents filed with the Securities and Exchange  Commission
are incorporated herein by reference:

     1. The  Registrant's  Annual Report on Form 10-K for the year ended January
30, 1999.

     2. All reports filed by the  Registrant  pursuant to Section 13(a) or 15(d)
of the  Securities  Exchange  Act of 1934 (the "1934  Act") since the end of the
fiscal year ended January 30, 1999.

     3. The  description  of the  Registrant's  Common  Stock  contained  in its
Registration  Statement on Form 8-A filed with the  Commission on June 24, 1991,
pursuant to Section 12(b) of the 1934 Act.

     All documents  subsequently  filed by the  registrant  pursuant to Sections
13(a),  13(c),  14  and  15(d)  of the  1934  Act,  prior  to  the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference herein and to be a part thereof from the date of
filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES

     No response is required to this item.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     No response is required to this item.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 48-18-502 of the Tennessee Business Corporation Act provides that a
Tennessee  corporation  may indemnify an individual  who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative or investigative,
whether  formal  or  informal  (hereinafter,   a  "proceeding")  (other  than  a
proceeding  by or in the  right of the  corporation  in which the  director  was
adjudged liable or in connection with any other proceeding in which the director
was adjudged liable on the basis that he improperly  received  personal benefit)
because he is or was a director of the  corporation  or, while a director of the
corporation,  is or was serving at the request of the corporation as a director,
officer,   partner,  trustee,  employee  or  agent  of  another  corporation  or
enterprise,  against expenses,  judgments,  fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such proceeding if he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or, in
certain  circumstances,  not opposed to the best  interests of the  corporation,
and, with respect to any criminal action or proceeding,  had no reasonable cause
to believe his conduct was unlawful.


                                        2

<PAGE>



     Section  48-15-503  further  provides  that to the extent a  director  of a
corporation  has been wholly  successful  in the defense of any  proceeding,  he
shall be indemnified against expenses actually and reasonably incurred by him in
connection therewith, unless otherwise limited in the corporation's charter. The
Company's Charter does not limit this right to indemnification.

     Section 48-15-504 of the Tennessee Business Corporation Act provides that a
corporation  may pay for or  reimburse  the  reasonable  expenses  incurred by a
director who is a party to a proceeding in advance of final  disposition  of the
proceeding if the director  furnishes the  corporation a written  affirmation of
his  good  faith  belief  that he met  the  standard  of  conduct  described  in
ss.48-18-502;  he furnishes the  corporation a written  unlimited  obligation to
repay the  advance if it is  ultimately  determined  that he is not  entitled to
indemnification;  and a determination is made that the facts then known to those
making this determination would not preclude indemnification.

     Section  48-18-508  provides that a  corporation  may purchase and maintain
insurance on behalf of a director of the corporation  against liability asserted
against him in that  capacity  or arising out of his status as such,  whether or
not the  corporation  would have the power to  indemnify  him  against  the same
liability under ss.48-18-502 or ss.48-18- 503.

     Section  48-18-507  extends  similar  standards  for   indemnification  and
insurance to officers, employees and agents.

     Section 48-12-102 of the Tennessee Business Corporation Act provides that a
corporation in its charter may eliminate or limit personal  liability of members
of its board of directors or shareholders  for breach of a director's  fiduciary
duty.  However,  no such  provision  may  eliminate or limit the  liability of a
director or  shareholder  for breaching  his duty of loyalty,  failing to act in
good faith,  engaging in  intentional  misconduct or knowingly  violating a law,
voting or assenting  to a  distribution  which was illegal.  A provision of this
type  limits  liability  for  monetary  damages  only and has no  effect  on the
availability  of equitable  remedies,  such as injunctions  or  rescission,  for
breach of fiduciary duty. The Company's Charter contains such a provision.

     The Company's Bylaws provide that the Company shall indemnify  officers and
directors, and to the extent authorized by the Board of Directors, employees and
agents  of the  Company,  to the  full  extent  permitted  by and in the  manner
permissible under the laws of the State of Tennessee. The Bylaws also permit the
Board of Directors to authorize  the Company to purchase and maintain  insurance
against any liability asserted against any director,  officer, employee or agent
of the  Company  arising  out of his  capacity  as  such,  and the  Company  has
purchased such insurance.

     The Company has entered  into and intends to execute  indemnity  agreements
with present and future directors for indemnification of and advance of expenses
to such persons to the full extent permitted by law.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

     No response is required to this item.

Item 8.  EXHIBITS

   Exhibit Number             Description

    4.1               1999 Diane V. Missel Non-Qualified Incentive Plan

    4.2               Catherines Stores Corporation 1994 Omnibus Incentive Plan,
                       as amended*

    5                 Opinion and Consent of Waring Cox

    23.1              Consent of Waring Cox (contained in Exhibit 5)

                                        3

<PAGE>

    23.2              Consent of Arthur Andersen LLP

    24                Power of Attorney

     *Incorporated by reference to the Registration  Statement on Form S-8 filed
on August 25, 1999.

Item 9.  UNDERTAKINGS

     (a) The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement or any material  change to such  information in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933 (the "1933 Act"), each such post-effective amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The undersigned  registrant hereby undertakes that, for the purposes of
determining  any liability  under the 1933 Act, each filing of the  registrant's
annual  report  pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Act) that is  incorporated  by reference in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification  for liabilities  arising under the 1933 Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 1933 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.


                                        4

<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Memphis,  State of  Tennessee,  on the 25th day of
August, 1999.

           CATHERINES STORES CORPORATION


                    By:   /s/ David C. Forell
                         --------------------
                          David C. Forell
                          Executive Vice President,
                          Chief Financial Officer and Secretary




                                        5

<PAGE>



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that the undersigned  Officers and Directors
of Catherines Stores Corporation, a Tennessee corporation, hereby constitute and
appoint  Bernard  J. Wein and  David C.  Forell  and each of them,  the true and
lawful agents and attorneys-in-fact, and in any one or more of them, to sign for
the  undersigned,  in their  respective  names as Officers and  Directors of the
Corporation,  one  or  more  Registration  Statements  on  Form  S-8  (or  other
appropriate  form) to be filed  with the  Securities  and  Exchange  Commission,
Washington,  D.C.,  under  the  Securities  Act of  1933,  as  amended,  and any
amendment  or  supplement  to  such  Registration  Statement,  relating  to  the
Catherines Stores Corporation 1999 Diane V. Missel Non-Qualified Incentive Plan;
hereby   ratifying   and   confirming   all  acts  taken  by  such   agents  and
attorneys-in-fact, or any one or more of them, as herein authorized.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.

<TABLE>

<CAPTION>
Signature                                            Title                              Date

<S>                                         <C>                                         <C>

 /s/ Bernard J. Wein                        Chairman of the Board,                      August 23, 1999
--------------------------------            President and Chief Executive
Bernard J. Wein                             Officer and Director
                                            (Principal Executive Officer)

 /s/ Stanley H. Grossman                    Director                                    August 23, 1999
---------------------------------
Stanley H. Grossman

 /s/ David C. Forell                        Executive Vice President,                   August 23, 1999
--------------------------------            Chief Financial Officer, Secretary
David C. Forell                             and Director (Principal Financial
                                            and Accounting Officer)

 /s/ James H. Lindy                         Director                                    August 23, 1999
-----------------------------------
James H. Lindy

 /s/ Allen B. Morgan, Jr.                   Director                                    August 23, 1999
---------------------------------
Allen B. Morgan, Jr.

 /s/ Wellford L. Sanders, Jr.               Director                                    August 23, 1999
---------------------------------
Wellford L. Sanders, Jr.

 /s/ Elliot J. Stone                        Director                                    August 23, 1999
---------------------------------------
Elliot J. Stone

</TABLE>


                                        6

<PAGE>


EXHIBIT 4.1

                          CATHERINES STORES CORPORATION
                            NONQUALIFIED STOCK OPTION

     CATHERINES  STORES  CORPORATION,  a Tennessee  corporation (the "Company"),
hereby  grants to DIANE V.  MISSEL  (the  "Optionee")  an option  ("Option")  to
purchase  a total of Forty  Thousand  (40,000)  shares of $.01 par value  common
stock of the Company (the  "Shares"),  at the price and subject to the terms and
conditions hereof.

     1. Nature of the Option.  This Option is not granted  pursuant to any stock
option,  stock bonus,  stock  purchase or similar plan approved by the Company's
stockholders.  Nevertheless, the Company and the Optionee hereby agree that this
Option shall be subject to the terms, definitions,  procedures and conditions of
the  1994  OMNIBUS  INCENTIVE  PLAN  (together  with  all  amendments   thereto,
collectively  referred  to as the  "Plan")  adopted  by the  Company,  which  is
incorporated  herein by  reference,  even  though  this  Option  is not  granted
pursuant to the Plan.  This Option is not  intended  to be an  "incentive  stock
option" within the meaning of section 422 of the Internal  Revenue Code of 1986,
as amended.

     2. Option Price. The option price is $8.00 for each share.

     3. Exercise of Option.  This option shall be exercisable only in accordance
with the provisions of the Plan, and only by written notice which shall:

     (a) state the  election  to exercise  the  Option,  the number of Shares in
respect  of which it is being  exercised,  the  person  in whose  name the stock
certificate  or  certificates  for such Shares is to be  registered,  his or her
address and Social  Security  Number (or if more than one, the names,  addresses
and Social Security Numbers of such persons);

     (b)  contain  such  representations  and  agreements  as  to  the  holder's
investment intent with respect to the holder's investment intent with respect to
such  Shares as may be  required  by the  Company  pursuant  to the Plan or this
Agreement;

     (c) be signed by the person or persons entitled to exercise the Option, and
if the  Option is being  exercised  by any  person  or  persons  other  than the
Optionee, be accompanied by proof,  satisfactory to the Company, of the right of
such person or persons to exercise the Option;

     (d) be in  writing  and  delivered  in person or by  certified  mail to the
Secretary of the Company; and

     (e) be accompanied  by payment in full  (including  applicable  withholding
taxes,  if any, as  described  in Section 8 of this  Agreement.)  Payment of the
purchase price shall be in cash, currency,  by certified or bank cashier's check
and/or Shares, or a combination  thereof pursuant to the provisions of the Plan.
Unless the sale of Shares pursuant to this Option has been registered  under the
Securities  Act of 1933 on Form  S-8 or  successor  form,  or  unless  otherwise
determined by

                                       7

<PAGE>

the Committee, the certificate or certificates for Shares as to which the Option
shall be exercised shall contain a legend to the following effect:

         "THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
         UNDER THE  SECURITIES ACT OF 1933 AND HAVE BEEN ACQUIRED FOR INVESTMENT
         PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF, AND SUCH
         SECURITIES MAY NOT BE SOLD OR TRANSFERRED  UNLESS SUCH SALE OR TRANSFER
         IS  REGISTERED  UNDER SUCH ACT OR THE  COMPANY  RECEIVES  AN OPINION OF
         COUNSEL FOR THE HOLDER OF THESE SECURITIES  SATISFACTORY TO THE COMPANY
         STATING  THAT SUCH SALE OR  TRANSFER  IS EXEMPT  FROM THE  REGISTRATION
         REQUIREMENTS OF THE ACT, AND UNLESS SUCH SALE OR TRANSFER IS AUTHORIZED
         UNDER APPLICABLE STATE LAW."

         4. Extent of Exercise.  This option shall be exercisable at any time in
such amounts and at such times as are set forth below:

     (a)  Exercisable  to the extent of 25% of the Shares  covered  hereby on or
after the first  anniversary  of the date of grant  set  forth  below  ("Date of
Grant");  exercisable  to the extent of an additional  25% of the Shares covered
hereby on or after the second  anniversary of the Date of Grant;  exercisable to
the extent of an  additional  25% of the Shares  covered  hereby on or after the
third  anniversary  of the Date of Grant;  and  exercisable to the extent of the
remaining 25% of the Shares covered hereby on or after the fourth anniversary of
the Date of Grant.

     (b)  Notwithstanding  paragraph 4(a) hereof, the entire unexercised portion
of this  Option  shall be  exercisable  on or after  the date of the  Optionee's
Retirement (as defined in the Plan).

     5.  Restrictions  on  Exercise.  This  Option may not be  exercised  if the
issuance of such Shares upon such exercise  would  constitute a violation of any
applicable  federal or state  securities  law or other law or  regulation.  As a
condition to the  exercise of this Option,  the Company may require the Optionee
to make any representation and warranty to the Company as may be required by any
applicable law or regulation or may otherwise be appropriate.

     6.  Nontransferability  of Option.  This Option may not be sold,  assigned,
transferred,  exchanged,  pledged,  hypothecated, or otherwise encumbered, other
than by will or by the laws of descent and distribution.  During the lifetime of
the Optionee this option is exercisable only by the Optionee.  The terms of this
Option shall be binding upon the executors,  administrators,  heirs,  successors
and assigns of the Optionee.

     7. Term of  Option.  This  Option may not be  exercised  more than ten (10)
years from the Date of Grant of this  Option and may be  exercised  during  such
term only in accordance with the Plan and the terms of this Agreement.

                                       8

<PAGE>



     8.  Withholding.  Prior to the issuance of Shares  under this  Option,  the
Optionee  shall  remit to the  Company  and amount  sufficient  to  satisfy  any
federal,  state or local withholding tax requirements.  The Optionee may satisfy
the withholding  requirement in whole or in part by electing to have the Company
withhold Shares having a value equal to the amount required to be withheld.  The
value of the Shares to be withheld shall be the fair market value, as determined
by the Committee, of the stock on the date that the amount of tax to be withheld
is determined  (the "Tax Date").  Such  elections  must be made prior to the Tax
Date,   must  comply  with  all  applicable   securities  law  and  other  legal
requirements,  as  interpreted  by the  Committee,  and may  not be made  unless
approved in advance by the Committee,  in its discretion.  The Company  reserves
the right to make whatever  further  arrangements  it deems  appropriate for the
withholding of any taxes in connection with any transaction contemplated by this
Agreement or the Plan.

     9.  Termination of Employment.  If the Optionee ceases to be an employee of
the Company for any cause other than retirement, death or disability, as defined
in the Plan,  the Optionee may exercise this Option during its term within three
months after the  termination to the extent that this Option was  exercisable at
the time of termination.

     10. Merger. This Agreement supersedes any other agreement, written or oral,
between the parties with respect to the subject matter hereof.

     11. Optionee Acknowledgment. Optionee acknowledges receipt of a copy of the
Plan, which is attached  hereto,  and represents that he or she is familiar with
the terms and provisions thereof,  and hereby accepts this Option subject to all
the terms and provisions  thereof.  Optionee hereby agrees to accept as binding,
conclusive  and final  decisions or  interpretations  of the Committee  upon any
questions arising under the Plan.


DATE OF GRANT:  March 4, 1999.

                                              CATHERINES STORES CORPORATION



                                               By:
                                                  -------------------------
                                               Name:
                                                  --------------------------
                                               Title:
                                                  --------------------------

         Agreed to and accepted as of the 4th day of March, 1999.


                                                 --------------------------
                                                 Diane V. Missel


                                       9

<PAGE>
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{"company-data": {"conformed-name": "CATHERINES STORES CORP", "cik": "0000875194", "assigned-sic": "5621", "irs-number": "621350411", "state-of-incorporation": "TN", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85871", "film-number": "99699269"}, "business-address": {"street1": "3742 LAMAR AVENUE", "city": "MEMPHIS", "state": "TN", "zip": "38118", "phone": "9013633900"}, "mail-address": {"street2": "3742 LAMAR AVE", "city": "MEMPHIS", "state": "TN", "zip": "38118"}}
As Filed with the Securities and Exchange Commission on August 25, 1999
                         Registration Statement No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                          CATHERINES STORES CORPORATION
             (Exact name of registrant as specified in its charter)

                  Tennessee                    62-1350411
          (State of Incorporation) (I.R.S. Employer Identification No.)

                                3742 Lamar Avenue
                            Memphis, Tennessee 38118
                    (Address of principal executive offices)

   CATHERINES STORES CORPORATION 1999 DIANE V. MISSEL NON-QUALIFIED INCENTIVE
                                      PLAN
                            (Full Title of the Plan)

                                 DAVID C. FORELL
                          Executive Vice President and
                             Chief Financial Officer
                                3742 Lamar Avenue
                            Memphis, Tennessee 38118
                                 (901) 363-3900
            (Name, address and telephone number of agent for service)
                                (with copies to:)
                             SAMUEL D. CHAFETZ, ESQ.
                                   Waring Cox
                               50 N. Front Street
                                   Suite 1300
                            Memphis, Tennessee 38103

                         CALCULATION OF REGISTRATION FEE
Proposed
                                                       Proposed              Maximum
                                                        Maximum              Aggregate            Amount of
Title Of Securities             Amount To Be        Offering Price           Offering           Registration
 To Be Registered                Registered           Per Share(1)           Price(1)              Fee(1)
-------------------             ------------         --------------          --------          -------------
Option and Shares,
Common Stock,
$0.01 par value . . . .         40,000 shares            $8.00               $320,000              $88.96
=========================== ====================  ===================  ===================== ===================
(1)Estimated solely for the purpose of calculating the registration fee pursuant
to Rule  457(h)  based  upon the price at which  the  option  may be  exercised,
derived from the price of the Common Stock on the NASDAQ  National Market System
on March 4, 1999.
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     All  information  required by Part I to be contained in the  Prospectus  is
omitted from the  Registration  Statement in accordance  with Rule 428 under the
Securities Act of 1933, as amended (the "1933 Act").

                                     PART II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     The following  documents filed with the Securities and Exchange  Commission
are incorporated herein by reference:

     1. The  Registrant's  Annual Report on Form 10-K for the year ended January
30, 1999.

     2. All reports filed by the  Registrant  pursuant to Section 13(a) or 15(d)
of the  Securities  Exchange  Act of 1934 (the "1934  Act") since the end of the
fiscal year ended January 30, 1999.

     3. The  description  of the  Registrant's  Common  Stock  contained  in its
Registration  Statement on Form 8-A filed with the  Commission on June 24, 1991,
pursuant to Section 12(b) of the 1934 Act.

     All documents  subsequently  filed by the  registrant  pursuant to Sections
13(a),  13(c),  14  and  15(d)  of the  1934  Act,  prior  to  the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference herein and to be a part thereof from the date of
filing of such documents.

Item 4.  DESCRIPTION OF SECURITIES

     No response is required to this item.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     No response is required to this item.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 48-18-502 of the Tennessee Business Corporation Act provides that a
Tennessee  corporation  may indemnify an individual  who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative or investigative,
whether  formal  or  informal  (hereinafter,   a  "proceeding")  (other  than  a
proceeding  by or in the  right of the  corporation  in which the  director  was
adjudged liable or in connection with any other proceeding in which the director
was adjudged liable on the basis that he improperly  received  personal benefit)
because he is or was a director of the  corporation  or, while a director of the
corporation,  is or was serving at the request of the corporation as a director,
officer,   partner,  trustee,  employee  or  agent  of  another  corporation  or
enterprise,  against expenses,  judgments,  fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such proceeding if he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or, in
certain  circumstances,  not opposed to the best  interests of the  corporation,
and, with respect to any criminal action or proceeding,  had no reasonable cause
to believe his conduct was unlawful.

                                        2
Section  48-15-503  further  provides  that to the extent a  director  of a
corporation  has been wholly  successful  in the defense of any  proceeding,  he
shall be indemnified against expenses actually and reasonably incurred by him in
connection therewith, unless otherwise limited in the corporation's charter. The
Company's Charter does not limit this right to indemnification.

     Section 48-15-504 of the Tennessee Business Corporation Act provides that a
corporation  may pay for or  reimburse  the  reasonable  expenses  incurred by a
director who is a party to a proceeding in advance of final  disposition  of the
proceeding if the director  furnishes the  corporation a written  affirmation of
his  good  faith  belief  that he met  the  standard  of  conduct  described  in
ss.48-18-502;  he furnishes the  corporation a written  unlimited  obligation to
repay the  advance if it is  ultimately  determined  that he is not  entitled to
indemnification;  and a determination is made that the facts then known to those
making this determination would not preclude indemnification.

     Section  48-18-508  provides that a  corporation  may purchase and maintain
insurance on behalf of a director of the corporation  against liability asserted
against him in that  capacity  or arising out of his status as such,  whether or
not the  corporation  would have the power to  indemnify  him  against  the same
liability under ss.48-18-502 or ss.48-18- 503.

     Section  48-18-507  extends  similar  standards  for   indemnification  and
insurance to officers, employees and agents.

     Section 48-12-102 of the Tennessee Business Corporation Act provides that a
corporation in its charter may eliminate or limit personal  liability of members
of its board of directors or shareholders  for breach of a director's  fiduciary
duty.  However,  no such  provision  may  eliminate or limit the  liability of a
director or  shareholder  for breaching  his duty of loyalty,  failing to act in
good faith,  engaging in  intentional  misconduct or knowingly  violating a law,
voting or assenting  to a  distribution  which was illegal.  A provision of this
type  limits  liability  for  monetary  damages  only and has no  effect  on the
availability  of equitable  remedies,  such as injunctions  or  rescission,  for
breach of fiduciary duty. The Company's Charter contains such a provision.

     The Company's Bylaws provide that the Company shall indemnify  officers and
directors, and to the extent authorized by the Board of Directors, employees and
agents  of the  Company,  to the  full  extent  permitted  by and in the  manner
permissible under the laws of the State of Tennessee. The Bylaws also permit the
Board of Directors to authorize  the Company to purchase and maintain  insurance
against any liability asserted against any director,  officer, employee or agent
of the  Company  arising  out of his  capacity  as  such,  and the  Company  has
purchased such insurance.

     The Company has entered  into and intends to execute  indemnity  agreements
with present and future directors for indemnification of and advance of expenses
to such persons to the full extent permitted by law.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

     No response is required to this item.

Item 8.  EXHIBITS

   Exhibit Number             Description

    4.1               1999 Diane V. Missel Non-Qualified Incentive Plan

    4.2               Catherines Stores Corporation 1994 Omnibus Incentive Plan,
                       as amended*

    5                 Opinion and Consent of Waring Cox

    23.1              Consent of Waring Cox (contained in Exhibit 5)

                                        3
23.2              Consent of Arthur Andersen LLP

    24                Power of Attorney

     *Incorporated by reference to the Registration  Statement on Form S-8 filed
on August 25, 1999.

Item 9.  UNDERTAKINGS

     (a) The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective  amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed in
the  registration  statement or any material  change to such  information in the
registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933 (the "1933 Act"), each such post-effective amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The undersigned  registrant hereby undertakes that, for the purposes of
determining  any liability  under the 1933 Act, each filing of the  registrant's
annual  report  pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Act) that is  incorporated  by reference in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification  for liabilities  arising under the 1933 Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the 1933 Act and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy  as  expressed  in the  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.

                                        4
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Memphis,  State of  Tennessee,  on the 25th day of
August, 1999.

           CATHERINES STORES CORPORATION

                    By:   /s/ David C. Forell
                         --------------------
                          David C. Forell
                          Executive Vice President,
                          Chief Financial Officer and Secretary

                                        5
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that the undersigned  Officers and Directors
of Catherines Stores Corporation, a Tennessee corporation, hereby constitute and
appoint  Bernard  J. Wein and  David C.  Forell  and each of them,  the true and
lawful agents and attorneys-in-fact, and in any one or more of them, to sign for
the  undersigned,  in their  respective  names as Officers and  Directors of the
Corporation,  one  or  more  Registration  Statements  on  Form  S-8  (or  other
appropriate  form) to be filed  with the  Securities  and  Exchange  Commission,
Washington,  D.C.,  under  the  Securities  Act of  1933,  as  amended,  and any
amendment  or  supplement  to  such  Registration  Statement,  relating  to  the
Catherines Stores Corporation 1999 Diane V. Missel Non-Qualified Incentive Plan;
hereby   ratifying   and   confirming   all  acts  taken  by  such   agents  and
attorneys-in-fact, or any one or more of them, as herein authorized.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the date indicated.
Signature                                            Title                              Date
/s/ Bernard J. Wein                        Chairman of the Board,                      August 23, 1999
--------------------------------            President and Chief Executive
Bernard J. Wein                             Officer and Director
                                            (Principal Executive Officer)

 /s/ Stanley H. Grossman                    Director                                    August 23, 1999
---------------------------------
Stanley H. Grossman

 /s/ David C. Forell                        Executive Vice President,                   August 23, 1999
--------------------------------            Chief Financial Officer, Secretary
David C. Forell                             and Director (Principal Financial
                                            and Accounting Officer)

 /s/ James H. Lindy                         Director                                    August 23, 1999
-----------------------------------
James H. Lindy

 /s/ Allen B. Morgan, Jr.                   Director                                    August 23, 1999
---------------------------------
Allen B. Morgan, Jr.

 /s/ Wellford L. Sanders, Jr.               Director                                    August 23, 1999
---------------------------------
Wellford L. Sanders, Jr.

 /s/ Elliot J. Stone                        Director                                    August 23, 1999
---------------------------------------
Elliot J. Stone
6
EXHIBIT 4.1

                          CATHERINES STORES CORPORATION
                            NONQUALIFIED STOCK OPTION

     CATHERINES  STORES  CORPORATION,  a Tennessee  corporation (the "Company"),
hereby  grants to DIANE V.  MISSEL  (the  "Optionee")  an option  ("Option")  to
purchase  a total of Forty  Thousand  (40,000)  shares of $.01 par value  common
stock of the Company (the  "Shares"),  at the price and subject to the terms and
conditions hereof.

     1. Nature of the Option.  This Option is not granted  pursuant to any stock
option,  stock bonus,  stock  purchase or similar plan approved by the Company's
stockholders.  Nevertheless, the Company and the Optionee hereby agree that this
Option shall be subject to the terms, definitions,  procedures and conditions of
the  1994  OMNIBUS  INCENTIVE  PLAN  (together  with  all  amendments   thereto,
collectively  referred  to as the  "Plan")  adopted  by the  Company,  which  is
incorporated  herein by  reference,  even  though  this  Option  is not  granted
pursuant to the Plan.  This Option is not  intended  to be an  "incentive  stock
option" within the meaning of section 422 of the Internal  Revenue Code of 1986,
as amended.

     2. Option Price. The option price is $8.00 for each share.

     3. Exercise of Option.  This option shall be exercisable only in accordance
with the provisions of the Plan, and only by written notice which shall:

     (a) state the  election  to exercise  the  Option,  the number of Shares in
respect  of which it is being  exercised,  the  person  in whose  name the stock
certificate  or  certificates  for such Shares is to be  registered,  his or her
address and Social  Security  Number (or if more than one, the names,  addresses
and Social Security Numbers of such persons);

     (b)  contain  such  representations  and  agreements  as  to  the  holder's
investment intent with respect to the holder's investment intent with respect to
such  Shares as may be  required  by the  Company  pursuant  to the Plan or this
Agreement;

     (c) be signed by the person or persons entitled to exercise the Option, and
if the  Option is being  exercised  by any  person  or  persons  other  than the
Optionee, be accompanied by proof,  satisfactory to the Company, of the right of
such person or persons to exercise the Option;

     (d) be in  writing  and  delivered  in person or by  certified  mail to the
Secretary of the Company; and

     (e) be accompanied  by payment in full  (including  applicable  withholding
taxes,  if any, as  described  in Section 8 of this  Agreement.)  Payment of the
purchase price shall be in cash, currency,  by certified or bank cashier's check
and/or Shares, or a combination  thereof pursuant to the provisions of the Plan.
Unless the sale of Shares pursuant to this Option has been registered  under the
Securities  Act of 1933 on Form  S-8 or  successor  form,  or  unless  otherwise
determined by

                                       7
the Committee, the certificate or certificates for Shares as to which the Option
shall be exercised shall contain a legend to the following effect:

         "THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
         UNDER THE  SECURITIES ACT OF 1933 AND HAVE BEEN ACQUIRED FOR INVESTMENT
         PURPOSES ONLY AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF, AND SUCH
         SECURITIES MAY NOT BE SOLD OR TRANSFERRED  UNLESS SUCH SALE OR TRANSFER
         IS  REGISTERED  UNDER SUCH ACT OR THE  COMPANY  RECEIVES  AN OPINION OF
         COUNSEL FOR THE HOLDER OF THESE SECURITIES  SATISFACTORY TO THE COMPANY
         STATING  THAT SUCH SALE OR  TRANSFER  IS EXEMPT  FROM THE  REGISTRATION
         REQUIREMENTS OF THE ACT, AND UNLESS SUCH SALE OR TRANSFER IS AUTHORIZED
         UNDER APPLICABLE STATE LAW."

         4. Extent of Exercise.  This option shall be exercisable at any time in
such amounts and at such times as are set forth below:

     (a)  Exercisable  to the extent of 25% of the Shares  covered  hereby on or
after the first  anniversary  of the date of grant  set  forth  below  ("Date of
Grant");  exercisable  to the extent of an additional  25% of the Shares covered
hereby on or after the second  anniversary of the Date of Grant;  exercisable to
the extent of an  additional  25% of the Shares  covered  hereby on or after the
third  anniversary  of the Date of Grant;  and  exercisable to the extent of the
remaining 25% of the Shares covered hereby on or after the fourth anniversary of
the Date of Grant.

     (b)  Notwithstanding  paragraph 4(a) hereof, the entire unexercised portion
of this  Option  shall be  exercisable  on or after  the date of the  Optionee's
Retirement (as defined in the Plan).

     5.  Restrictions  on  Exercise.  This  Option may not be  exercised  if the
issuance of such Shares upon such exercise  would  constitute a violation of any
applicable  federal or state  securities  law or other law or  regulation.  As a
condition to the  exercise of this Option,  the Company may require the Optionee
to make any representation and warranty to the Company as may be required by any
applicable law or regulation or may otherwise be appropriate.

     6.  Nontransferability  of Option.  This Option may not be sold,  assigned,
transferred,  exchanged,  pledged,  hypothecated, or otherwise encumbered, other
than by will or by the laws of descent and distribution.  During the lifetime of
the Optionee this option is exercisable only by the Optionee.  The terms of this
Option shall be binding upon the executors,  administrators,  heirs,  successors
and assigns of the Optionee.

     7. Term of  Option.  This  Option may not be  exercised  more than ten (10)
years from the Date of Grant of this  Option and may be  exercised  during  such
term only in accordance with the Plan and the terms of this Agreement.

                                       8
8.  Withholding.  Prior to the issuance of Shares  under this  Option,  the
Optionee  shall  remit to the  Company  and amount  sufficient  to  satisfy  any
federal,  state or local withholding tax requirements.  The Optionee may satisfy
the withholding  requirement in whole or in part by electing to have the Company
withhold Shares having a value equal to the amount required to be withheld.  The
value of the Shares to be withheld shall be the fair market value, as determined
by the Committee, of the stock on the date that the amount of tax to be withheld
is determined  (the "Tax Date").  Such  elections  must be made prior to the Tax
Date,   must  comply  with  all  applicable   securities  law  and  other  legal
requirements,  as  interpreted  by the  Committee,  and may  not be made  unless
approved in advance by the Committee,  in its discretion.  The Company  reserves
the right to make whatever  further  arrangements  it deems  appropriate for the
withholding of any taxes in connection with any transaction contemplated by this
Agreement or the Plan.

     9.  Termination of Employment.  If the Optionee ceases to be an employee of
the Company for any cause other than retirement, death or disability, as defined
in the Plan,  the Optionee may exercise this Option during its term within three
months after the  termination to the extent that this Option was  exercisable at
the time of termination.

     10. Merger. This Agreement supersedes any other agreement, written or oral,
between the parties with respect to the subject matter hereof.

     11. Optionee Acknowledgment. Optionee acknowledges receipt of a copy of the
Plan, which is attached  hereto,  and represents that he or she is familiar with
the terms and provisions thereof,  and hereby accepts this Option subject to all
the terms and provisions  thereof.  Optionee hereby agrees to accept as binding,
conclusive  and final  decisions or  interpretations  of the Committee  upon any
questions arising under the Plan.

DATE OF GRANT:  March 4, 1999.

                                              CATHERINES STORES CORPORATION

                                               By:
                                                  -------------------------
                                               Name:
                                                  --------------------------
                                               Title:
                                                  --------------------------

         Agreed to and accepted as of the 4th day of March, 1999.

                                                 --------------------------
                                                 Diane V. Missel

                                       9