UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the quarterly period ended    April 29,2000

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF  1934

For the transition period from         to

Commission File Number: 0-21360

                               Shoe Carnival, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

              Indiana                                   35-1736614
--------------------------------------------------------------------------------
(State or other jurisdiction of             (IRS Employer Identification Number)
 incorporation or organization)

           8233 Baumgart Road, Evansville, Indiana       47725
--------------------------------------------------------------------------------
          (Address of principal executive offices)     (Zip Code)

                                 (812) 867-6471
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
 report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
Yes [X ]  No [  ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Common Stock, $.01 par value, 12,627,718 shares outstanding as of June 1, 2000.
--------------------------------------------------------------------------------



                                       1
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                               SHOE CARNIVAL, INC.
                          INDEX TO FINANCIAL STATEMENTS

                                                                            Page

Part I  Financial Information

        Item 1 - Financial Statements (Unaudited)
          Condensed Consolidated Balance Sheets..........................     3
          Condensed Consolidated Statements of Income....................     4
          Condensed Consolidated Statement of Shareholders' Equity.......     5
          Condensed Consolidated Statements of Cash Flows................     6
          Notes to Condensed Consolidated Financial Statements...........     7

        Item 2 - Management's Discussion and Analysis....................  8-10

Part II Other Information

        Item 6.  Exhibits and Reports on Form 8-K........................    11


        Signature........................................................    12







                                       2
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<TABLE>
<CAPTION>


                               SHOE CARNIVAL, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                    Unaudited

                                         April 29,     January 29,        May 1,
                                            2000          2000             1999
                                         ---------      ---------      ---------
                                                      (In thousands)

                               ASSETS
<S>                                      <C>            <C>            <C>

Current Assets:
   Cash and cash equivalents.........    $   2,767      $   1,675      $   2,598
   Accounts receivable...............          624            694            688
   Merchandise inventories...........      111,980        104,730         79,722
   Deferred income tax benefit.......          795            876            798
   Other.............................        1,476          1,168            845
                                         ---------      ---------      ---------
Total Current Assets.................      117,642        109,143         84,651
Property and equipment-net...........       55,503         53,710         45,367
                                         ---------      ---------      ---------
Total Assets.........................    $ 173,145      $ 162,853      $ 130,018
                                         =========      =========      =========


                  LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
   Accounts payable..................    $  28,781      $  33,817      $  19,119
   Accrued and other liabilities.....        9,255          6,266          9,337
   Current portion of long-term debt.          776            714            671
                                         ---------      ---------      ---------
Total Current Liabilities............       38,812         40,797         29,127
Long-term debt.......................       31,331         22,338          9,202
Deferred lease incentives............        3,187          3,077          2,348
Deferred income taxes................        3,487          3,296          2,106
                                         ---------      ---------      ---------
Total Liabilities....................       76,817         69,508         42,783
                                         ---------      ---------      ---------

Shareholders' Equity:
   Common stock, $.01 par value, 50,000
      shares authorized, 13,363, 13,345,
      13,253 shares issued at April 29,
      2000, January 29, 2000 and
      May 1, 1999....................          133            133            133
   Additional paid-in capital........       64,279         63,683         63,066
   Retained earnings.................       35,384         31,953         24,036
   Treasury stock, at cost, 410 and 292
      shares at April 29, 2000 and
      January 29, 2000...............       (3,468)        (2,424)
                                         ---------      ---------      ---------
Total Shareholders' Equity...........       96,328         93,345         87,235
                                         ---------      ---------      ---------
Total Liabilities and Shareholders'
   Equity....................            $ 173,145      $ 162,853      $ 130,018
                                         =========      =========      =========


</TABLE>



            See Notes to Condensed Consolidated Financial Statements


                                       3
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<TABLE>
<CAPTION>



                               SHOE CARNIVAL, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                    Unaudited

                                                    Thirteen         Thirteen
                                                  Weeks Ended      Weeks Ended
                                                 April 29, 2000    May 1, 1999
                                                 --------------    -----------
                                           (In thousands, except per share data)
<S>                                              <C>              <C>

Net sales...............................         $    95,405      $    78,111
Cost of sales (including buying,
    distribution and occupancy costs)...              67,212           53,253
                                                 -----------      -----------

Gross profit............................              28,193           24,858
Selling, general and administrative
    expenses............................              21,943           17,968
                                                 -----------      -----------

Operating income........................               6,250            6,890
Interest expense, net...................                 579              150
                                                 -----------      -----------

Income before income taxes..............               5,671            6,740
Income taxes............................               2,240            2,696
                                                 -----------      -----------

Net income..............................         $     3,431      $     4,044
                                                 ===========      ===========

Net income per share:
   Basic................................         $       .26      $       .31
                                                 ===========      ===========
   Diluted..............................         $       .26      $       .30
                                                 ===========      ===========

Average shares outstanding:
   Basic................................              12,974           13,206
                                                 ===========      ===========
   Diluted..............................              13,149           13,532
                                                 ===========      ===========

</TABLE>







            See Notes to Condensed Consolidated Financial Statements




                                       4
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<TABLE>
<CAPTION>




                               SHOE CARNIVAL, INC.
            CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                                    Unaudited


                         Common Stock     Additional
                   ----------------------  Paid-In  Retained Treasury
                   Issued Treasury Amount  Capital  Earnings  Stock     Total
                   ------ -------- ------ --------- -------- --------  -------
                                          (In thousands)
<S>                 <C>     <C>    <C>   <C>       <C>       <C>       <C>

Balance at
  January 29, 2000  13,345  (292)  $ 133  $ 63,683 $ 31,953  $ (2,424) $ 93,345
Exercise of
  stock options...      18                     596                          596
Employee stock
  purchase
  plan purchases..             5                                   35        35
Common stock
  repurchased.....          (123)                              (1,079)   (1,079)
Net income .......                                    3,431               3,431
                    ------  -----  -----  -------- --------  --------- ---------
Balance at
  April 29, 2000    13,363  (410)  $ 133  $ 64,279 $ 35,384  $ (3,468) $ 96,328
                    ======  =====  =====  ======== ========  ========= =========




</TABLE>





            See Notes to Condensed Consolidated Financial Statements







                                       5
<PAGE>
<TABLE>
<CAPTION>


                               SHOE CARNIVAL, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    Unaudited

                                                      Thirteen         Thirteen
                                                    Weeks Ended      Weeks Ended
                                                   April 29, 2000    May 1, 1999
                                                   --------------    -----------
                                                            (In thousands)
<S>                                                 <C>             <C>

Cash flows from operating activities:
   Net income..................................     $     3,431     $    4,044
   Adjustments to reconcile net income to net
      cash provided by operating activities:
     Depreciation and amortization.............           2,400          1,877
     Loss on retirement of assets..............                              6
     Deferred income taxes.....................             272             19
     Other  ...................................             (78)           (76)
     Changes in operating assets and liabilities:
       Merchandise inventories................           (7,251)        (4,333)
       Accounts receivable.....................              70           (121)
       Accounts payable and accrued liabilities          (2,027)        (2,999)
       Other...................................            (326)           378
                                                     ----------     ----------

Net cash used in operating activities..........          (3,509)        (1,205)
                                                     ----------     ----------

Cash flows from investing activities:
   Purchases of property and equipment.........          (3,959)        (6,394)
   Lease incentives............................             186
                                                     ----------     ----------

Net cash used in investing activities..........          (3,773)        (6,394)
                                                     ----------     ----------

Cash flows from financing activities:
   Borrowings under line of credit.............          99,925         39,650
   Payments on line of credit..................         (90,925)       (31,675)
   Payments on capital lease obligations.......            (178)          (246)
   Proceeds from issuance of stock.............             596            524
   Purchase of treasury stock..................          (1,044)
                                                     ----------     ----------

Net cash provided by financing activities......           8,374          8,253
                                                     ----------     ----------

Net increase in cash and cash equivalents......           1,092            654
Cash and cash equivalents at beginning of period          1,675          1,944
                                                     ----------     ----------

Cash and cash equivalents at end of period.....      $    2,767     $    2,598
                                                     ==========     ==========

Supplemental disclosures of cash flow information:
   Cash paid during period for interest........      $      576     $      118
   Cash paid during period for income taxes....      $       59     $       74
   Capital lease obligations incurred..........      $      232


</TABLE>



            See Notes to Condensed Consolidated Financial Statements



                                       6
<PAGE>




                               SHOE CARNIVAL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    Unaudited

Note 1 - Basis of Presentation

In the opinion of management,  the accompanying unaudited condensed consolidated
financial  statements  contain all  adjustments  necessary to present fairly the
financial position of the Company and the results of its operations and its cash
flows for the periods presented.  Certain  information and disclosures  normally
included in notes to  consolidated  financial  statements have been condensed or
omitted  according to the rules and  regulations  of the Securities and Exchange
Commission,  although the Company  believes that the disclosures are adequate to
make the information presented not misleading.

The results of operations for the interim periods are not necessarily indicative
of the results to be expected for the full year.

It is suggested that these financial  statements be read in conjunction with the
financial  statements and financial notes thereto included in the Company's 1999
Annual Report.

Note 2 - Long-Term Debt

At the  beginning  of 1999,  the Company  had an  unsecured  $35 million  credit
agreement  (the "Credit  Agreement")  with a bank group.  On April 16, 1999, the
Credit  Agreement  was  amended to  increase  the total  credit  facility to $45
million.  Borrowings are based on eligible  inventory and bear interest,  at the
Company's  option,  at the agent bank's prime rate minus 0.5% or the  applicable
London  Inter-Bank  Offered Rate (LIBOR) plus from 0.75% to 2%, depending on the
Company's  achievement  of certain  performance  criteria.  A commitment  fee is
charged, at the Company's option, at 0.3% per annum on the unused portion of the
bank group's  commitment or 0.15% per annum of the total commitment.  The Credit
Agreement contains various  restrictive and financial  covenants,  including the
maintenance  of specific  financial  ratios and a  limitation  on the payment of
dividends.

On March 24, 2000, the Credit Agreement was amended to increase the total credit
facility to $55 million and to extend the maturity date to March 31, 2002.







                                       7
<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

                      Number of Stores         Store Square Footage   Comparable
                   ---------------------       --------------------     Store
               Beginning               End of     Net      End          Sales
Quarter Ended  Of Period Opened Closed Period   Change  of Period     Increase
-------------  --------- ------ ------ ------   ------  ---------     ----------
April 29, 2000     138      6     0     144     78,000  1,668,000       1.4%

May 1, 1999        111      3     0     114     40,000  1,314,000       3.4%


The following table sets forth the Company's results of operations  expressed as
a percentage of net sales for the periods indicated:

                                                  Thirteen             Thirteen
                                                Weeks Ended          Weeks Ended
                                              April 29, 2000         May 1, 1999
                                              --------------         -----------
Net sales...........................              100.0%                100.0%
Cost of sales (including buying,
    distribution and occupancy costs)              70.4                  68.2
                                              --------------         -----------

Gross profit........................               29.6                  31.8
Selling, general and administrative
    expenses........................               23.0                  23.0
                                              --------------         -----------

Operating income....................                6.6                   8.8
Interest expense....................                 .6                    .2
                                              --------------         -----------

Income before income taxes..........                6.0                   8.6
Income taxes........................                2.4                   3.4
                                              --------------         -----------

Net income..........................                3.6%                  5.2%
                                              ==============         ===========


Net Sales

Net sales increased $17.3 million to $95.4 million in the first quarter of 2000,
a 22.1%  increase over net sales of $78.1 million in the  comparable  prior year
period.  The increase was attributable to a 1.4% comparable store sales increase
and the sales generated by the 33 new stores opened in 1999 and 2000 (net of one
store  closed).  Footwear unit sales in comparable  stores  increased 3.3% while
average footwear unit prices decreased 2.1% for the quarter.

Gross Profit

Gross profit  increased  $3.3 million to $28.2  million in the first  quarter of
2000,  a 13.4%  increase  over gross profit of $24.9  million in the  comparable
prior year period.  The Company's  gross profit  margin  decreased to 29.6% from
31.8%. As a percentage of sales,  the merchandise  gross profit margin decreased
1.5% and buying, distribution and occupancy costs increased .7%.





                                       8
<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Sales of high-margin  seasonal  product,  primarily  sandals and opened-up dress
shoes, were below expectations for the quarter.  This weakness in sales resulted
in a decrease in the merchandise  gross profit margin due to a more  promotional
environment  as markdowns of the seasonal  product were  accelerated in order to
manage inventory levels.

Selling, General and Administrative Expenses

Selling,  general and  administrative  expenses  increased $3.9 million to $21.9
million in the first quarter of 2000 from $18.0 million in the comparable  prior
year period.  As a percentage of sales,  these  expenses were unchanged from the
prior year at 23.0%.  Total  pre-opening  costs for the six stores opened in the
first quarter of 2000 were $451,000 or 0.5% of sales, as compared to $267,000 or
0.3% of sales, for the three stores opened in the first quarter of 1999.

Interest Expense

The  increase in net interest  expense to $579,000 in the first  quarter of 2000
from $150,000 in the first quarter of 1999 resulted from increased borrowings.

Income Taxes

The effective  income tax rate of 39.5% and 40% in the first quarter of 2000 and
1999,  respectively,  differed from the statutory federal rates due primarily to
state and local income taxes, net of the federal tax benefit.

Liquidity and Capital Resources

The  Company's  primary  sources  of funds are cash flows  from  operations  and
borrowings  under its  revolving  credit  facility.  Net cash used in  operating
activities  was $3.5  million  during the first  quarter of 2000.  The  decrease
resulted  primarily from an increase in  inventories  and a decrease in accounts
payable and  accrued  liabilities.  Excluding  changes in  operating  assets and
liabilities, cash provided by operating activities was $6.0 million in the first
quarter of 2000.  The increase in merchandise  inventories  was primarily due to
seasonal  fluctuations  and the  addition of six stores in the first  quarter of
2000.

Working capital  increased to $78.8 million at April 29, 2000 from $68.3 million
at January 29, 2000 and the current ratio was 3.0 to 1 as compared with 2.7 to 1
at January 29, 2000.  Long-term  debt as a percentage of total capital was 24.5%
at April 29, 2000 and 19.3% at January 29, 2000. The increase in working capital
and  long-term  debt as a percent of total capital was primarily due to seasonal
fluctuations.

Capital  expenditures,  net of lease incentives,  were $4.0 million in the first
quarter of 2000. Of these expenditures, $2.4 million was incurred for new stores
and $800,000 was incurred for the  remodeling of certain  stores.  The remaining
capital expenditures in the first quarter of 2000 were primarily for merchandise
display and signage enhancements and improvements to computer systems.

The Company intends to open  approximately 30 stores in 2000,  including the six
stores  opened in the first  quarter.  Eight stores are expected to be opened in
the second  quarter.  The remaining  store openings will occur  primarily in the
third quarter with certain  stores  opening early in the fourth  quarter.  Three
stores were opened in the first quarter of 1999.

The actual amount of the Company's cash  requirements  for capital  expenditures
depends  in part on the  number  of new  stores  opened,  the  amount  of  lease
incentives, if any, received from landlords and the number of stores




                                       9
<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

remodeled. The opening of new stores will be dependent upon, among other things,
the  availability of desirable  locations,  the negotiation of acceptable  lease
terms and general economic and business  conditions  affecting consumer spending
in areas the Company targets for expansion.

The Company's  current store prototype  utilizes between 8,000 and 15,000 square
feet  depending  upon,  among other  factors,  the location of the store and the
population base the store is expected to service. Capital expenditures for a new
store are expected to average approximately  $350,000,  including  point-of-sale
equipment which is generally  acquired through equipment  leasing  transactions.
The  average  inventory  investment  in a new store is  expected  to range  from
$450,000 to $750,000,  depending on the size and sales  expectation of the store
and  the  timing  of the  new  store  opening.  Pre-opening  expenses,  such  as
advertising,   salaries,   supplies  and  utilities,  are  expected  to  average
approximately $80,000 per store.

On  January  7,  2000,  the  Company's  Board of  Directors  authorized  a share
repurchase  program that will allow the Company to purchase up to $10 million of
the outstanding  common stock. As of January 29, 2000, the Company had purchased
291,900 shares at an  approximate  cost of $2.4 million.  An additional  123,100
shares were purchased during the first quarter at a cost of $1.1 million.  Share
repurchases  will  continue  as  market  conditions  allow and will be funded by
borrowings  under the line of credit.  The  treasury  shares may be  reissued in
connection  with  possible  future  stock  offerings,   dividends,  stock  based
compensation programs and other general corporate uses.

The Company's  credit facility  provides for a combination of cash advances on a
revolving  basis and the issuance of  commercial  letters of credit.  Borrowings
under the revolving credit line are based on eligible inventory.  Borrowings and
letters of credit  outstanding  under this facility at April 29, 2000 were $30.0
million and $4.1 million,  respectively. On March 24, 2000, the credit agreement
was  amended to  increase  the  facility  by $10  million to allow for up to $55
million in cash advances and commercial letters of credit. The maturity date was
also extended to March 31, 2002.

The Company  anticipates  that its existing cash and cash flow from  operations,
supplemented by borrowings  under the credit facility will be sufficient to fund
its planned  expansion and other  operating cash  requirements  for at least the
next 12 months.

Seasonality

The Company's quarterly results of operations have fluctuated,  and are expected
to  continue  to  fluctuate  in the  future  primarily  as a result of  seasonal
variances and the timing of sales and costs  associated with opening new stores.
Non-capital  expenditures,  such as advertising  and payroll,  incurred prior to
opening  of a new store are  charged  to expense  as  incurred.  Therefore,  the
Company's  results of  operations  may be  adversely  affected in any quarter in
which the  Company  incurs  pre-opening  expenses  related to the opening of new
stores.

The Company has three  distinct  selling  periods:  Easter,  back-to-school  and
Christmas.




                                       10
<PAGE>



                               SHOE CARNIVAL, INC.

                           PART II - OTHER INFORMATION

Item 6.     Exhibits and Reports on Form 8-K

    (a)     Exhibits

            (27)    Financial Data Schedule

    (b)     Reports on Form 8-K

            No reports on Form 8-K were filed during the quarter ended April 29,
            2000




                                       11
<PAGE>



                               SHOE CARNIVAL, INC.
                                    SIGNATURE
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.

Date:  June 9,  2000                   SHOE CARNIVAL, INC.
                                           (Registrant)



                                   By:     /s/ W. Kerry Jackson
                                        ----------------------------
                                               W. Kerry Jackson
                                              Vice President and
                                            Chief Financial Officer

                                       12
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