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 October 28, 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, 11,950,184 shares outstanding as of December 1,
2000.

--------------------------------------------------------------------------------

                                       1
<PAGE>





                               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...................  8-11

Part II Other Information

        Item 6.  Exhibits and Reports on Form 8-K.......................    12


        Signature.......................................................    13









                                       2
<PAGE>
<TABLE>
<CAPTION>


                               SHOE CARNIVAL, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                    Unaudited

                                       October 28,    January 29,    October 30,
                                          2000           2000           1999
                                        ----------     ----------     ----------
                                                    (In thousands)

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

Current Assets:
   Cash and cash equivalents.........   $    3,071     $    1,675     $    2,582
   Accounts receivable...............        1,006            694          1,159
   Merchandise inventories...........      128,770        104,730        101,983
   Deferred income tax benefit.......          613            876            546
   Other.............................        1,788          1,168          1,287
                                        ----------     ----------     ----------
Total Current Assets.................      135,248        109,143        107,557
Property and equipment-net...........       58,458         53,710         52,628
                                        ----------     ----------     ----------
Total Assets.........................   $  193,706     $  162,853     $  160,185
                                        ==========     ==========     ==========


                      LIABILITIES AND SHAREHOLDERS' EQUITY
                     --------------------------------------
Current Liabilities:
   Accounts payable..................   $   34,949     $   33,817     $   31,121
   Accrued and other liabilities.....       10,083          6,266          7,650
   Current portion of long-term debt.          813            714            715
                                        ----------     ----------     ----------
Total Current Liabilities............       45,845         40,797         39,486
Long-term debt.......................       45,142         22,338         20,003
Deferred lease incentives............        3,243          3,077          3,148
Deferred income taxes................        3,946          3,296          2,245
                                        ----------     ----------     ----------
Total Liabilities....................       98,176         69,508         64,882
                                        ----------     ----------     ----------

Shareholders' Equity:
   Common stock, $.01 par value, 50,000
      shares authorized, 13,363, 13,345,
      13,338 shares issued and outstanding
      at October 28, 2000, January 29,
      2000 and October 30, 1999......          134            133            133
   Additional paid-in capital........       64,285         63,683         63,637
   Retained earnings.................       40,935         31,953         31,533
   Treasury stock, at cost, 1,413 and 292
      shares at October 28, 2000 and
      January 29, 2000...............       (9,824)        (2,424)             0
                                        ----------     ----------     ----------
Total Shareholders' Equity...........       95,530         93,345         95,303
                                        ----------     ----------     ----------
Total Liabilities and Shareholders'
   Equity............................   $  193,706     $  162,853     $  160,185
                                        ==========     ==========     ==========




</TABLE>




            See Notes to Condensed Consolidated Financial Statements



                                       3
<PAGE>
<TABLE>
<CAPTION>


                               SHOE CARNIVAL, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                    Unaudited

                                Thirteen     Thirteen   Thirty-nine  Thirty-nine
                              Weeks Ended  Weeks Ended  Weeks Ended  Weeks Ended
                              October 28,  October 30,  October 28,  October 30,
                                 2000         1999         2000         1999
                              -----------  -----------  -----------  -----------
                                    (In thousands, except per share data)
<S>                           <C>          <C>          <C>          <C>

Net sales.................... $  114,710   $   94,223   $  305,726   $  255,540
Cost of sales (including
   buying, distribution and
   occupancy costs)..........     80,781       64,768      216,213      176,133
                              ----------   ----------   ----------   ----------

Gross profit.................     33,929       29,455       89,513       79,407
Selling, general and
   administrative expenses...     26,858       22,164       72,537       59,596
                              ----------   ----------   ----------   ----------

Operating income.............      7,071        7,291       16,976       19,811
Interest expense, net........        782          237        2,130          577
                              ----------   ----------   ----------   ----------

Income before income taxes...      6,289        7,054       14,846       19,234
Income taxes.................      2,484        2,821        5,864        7,693
                              ----------   ----------   ----------   ----------

Net income................... $    3,805   $    4,233   $    8,982   $   11,541
                              ==========   ==========   ==========   ==========

Net income per share:
    Basic.................... $      .32   $      .32   $      .72   $      .87
                              ==========   ==========   ==========   ==========
    Diluted.................. $      .32   $      .31   $      .71   $      .85
                              ==========   ==========   ==========   ==========

Average shares outstanding:
    Basic....................     11,977       13,333       12,498       13,277
                              ==========   ==========   ==========   ==========
    Diluted..................     11,989       13,564       12,598       13,619
                              ==========   ==========   ==========   ==========

</TABLE>







            See Notes to Condensed Consolidated Financial Statements




                                       4
<PAGE>
<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     14        1       602                76       679
Employee stock
  purchase
  plan purchases..            18                                  100       100
Common stock
  repurchased.....        (1,153)                              (7,576)   (7,576)
Net income .......                                     8,982              8,982
                   ------ ------   ------  -------- --------  -------  --------
Balance at
  October 28, 2000 13,363 (1,413)  $  134  $ 64,285 $ 40,935 $ (9,824) $ 95,530
                   ====== ======   ======  ======== ======== ========  ========




</TABLE>







            See Notes to Condensed Consolidated Financial Statements






                                       5
<PAGE>
<TABLE>
<CAPTION>






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

                                                    Thirty-nine     Thirty-nine
                                                    Weeks Ended     Weeks Ended
                                                    October 28,     October 30,
                                                        2000            1999
                                                    -----------     -----------
                                                           (In thousands)
<S>                                                 <C>             <C>

Cash flows from operating activities:

   Net income..................................     $     8,982     $    11,541
   Adjustments to reconcile net income to net
      cash used in operating activities:
     Depreciation and amortization.............           7,612           6,083
     Loss on retirement of assets..............             146               6
     Deferred income taxes.....................             912             410
     Other  ...................................            (264)           (259)
     Changes in operating assets and liabilities:
       Merchandise inventories.................         (24,040)        (26,594)
       Accounts receivable.....................            (312)           (593)
       Accounts payable and accrued liabilities           4,919           7,316
       Other...................................            (620)            (64)
                                                    -----------     -----------

Net cash used in operating activities..........          (2,665)         (2,154)
                                                    -----------     -----------

Cash flows from investing activities:

   Purchases of property and equipment.........         (12,006)        (17,068)
   Lease incentives............................             456             983
   Other.......................................               2               0
                                                    -----------     -----------

Net cash used in investing activities..........         (11,548)        (16,085)
                                                    -----------     -----------

Cash flows from financing activities:

   Borrowings under line of credit.............         293,725         120,175
   Payments on line of credit..................        (270,725)       (101,675)
   Payments on capital lease obligations.......            (594)           (717)
   Proceeds from issuance of stock.............             779           1,094
   Purchase of treasury stock..................          (7,576)              0
                                                    -----------     -----------

Net cash provided by financing activities......          15,609          18,877
                                                    -----------     -----------

Net increase in cash and cash equivalents......           1,396             638
Cash and cash equivalents at beginning of period          1,675           1,944
                                                    -----------     -----------

Cash and cash equivalents at end of period.....     $     3,071     $     2,582
                                                    ===========     ===========

Supplemental disclosures of cash flow information:

   Cash paid during period for interest........     $     2,013     $       537
   Cash paid during period for income taxes....     $     2,915     $     6,203
Supplemental disclosure of noncash investing
   activities:
   Capital lease obligations incurred..........     $       497     $       791

</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  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 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 - Derivative Instruments and Hedging Activities

In June 1998, the Financial Accounting Standards Board (FASB) issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities".  SFAS
No. 133 reguires that derivative instruments be recognized as assets or
liabilities in the statement of financial position.  In June 2000, the FASB
issued SFAS No. 138, which amends and clarifies certain provisions of SFAS
No. 133.  The Company will adopt SFAS No. 133 and the corresponding amendments
under SFAS No. 138 for the quarter ended May 5, 2001.  SFAS No. 133, as
amended by SFAS No. 138, is not expected to have a material impact on the
Company's consolidated results of operations, financial position or cash flows.


Note 3 - Long-Term Debt

At the  beginning  of 2000,  the Company  had an  unsecured  $45 million  credit
agreement  (the "Credit  Agreement")  with a bank group.  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. On November 8, 2000,
the Credit Agreement was further amended increasing the total credit facility to
$70 million and extending the maturity  date to March 31, 2003.  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 1.5%, 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.







                                       7
<PAGE>


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

<TABLE>
<CAPTION>

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
-------------      --------- ------ ------ ------ --------  ---------  --------
<S>                   <C>      <C>     <C>   <C>   <C>      <C>         <C>

April 29, 2000        138       6      0     144    78,000  1,668,000    1.4%
July 29, 2000         144      10      0     154   120,000  1,788,000   (2.1%)
October 28, 2000      154       9      1     162    85,000  1,873,000    4.9%
Year-to-date          138      25      1     162   283,000  1,873,000    1.4%

May 1, 1999           111       3      0     114    40,000  1,314,000    3.4%
July 31, 1999         114      12      0     126   142,000  1,456,000    0.6%
October 30, 1999      126      10      0     136   108,000  1,564,000    2.0%
Year-to-date          111      25      0     136   290,000  1,564,000    2.1%

</TABLE>


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

<TABLE>
<CAPTION>


                               Thirteen     Thirteen    Thirty-nine  Thirty-nine
                              Weeks Ended  Weeks Ended  Weeks Ended  Weeks Ended
                              October 28,  October 30,  October 28,  October 30,
                                 2000         1999         2000         1999
                              -----------  -----------  -----------  -----------
<S>                            <C>           <C>          <C>          <C>

                              -----------  -----------  -----------  -----------
Net sales....................   100.0%       100.0%       100.0%       100.0%
Cost of sales (including
   buying, distribution and
   occupancy costs)              70.4         68.7         70.7         68.9
                              -----------  -----------  -----------  -----------

Gross profit.................    29.6         31.3         29.3         31.1
Selling, general and
   administrative expenses...    23.4         23.5         23.7         23.3
                              -----------  -----------  -----------  -----------
Operating income.............     6.2          7.8          5.6          7.8
Interest expense.............      .7           .3           .8           .3
                              -----------  -----------  -----------  -----------

Income before income taxes...     5.5          7.5          4.8          7.5
Income taxes.................     2.2          3.0          1.9          3.0
                              -----------  -----------  -----------  -----------

Net income...................     3.3%         4.5%         2.9%         4.5%
                              ===========  ===========  ===========  ===========

</TABLE>


Net Sales

Net sales  increased  $20.5  million to $114.7  million in the third  quarter of
2000, a 21.7% increase over net sales of $94.2 million in the  comparable  prior
year period.  The increase was  attributable  to a 4.9%  comparable  store sales
increase and the sales  generated by the 43 new stores opened since June,  1999,
partially offset by the reduction in sales for the one store closed in 1999 and,
to a lessor  extent,  a store that closed in  September  2000.  The  increase in
comparable store sales resulted primarily from higher athletic shoe sales.





                                       8
<PAGE>


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

Net sales  increased $50.2 million to $305.7 million in the first nine months of
2000, a 19.6% increase over net sales of $255.5 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 53 new stores  opened in 1999 and 2000,
partially offset by the reduction in sales for two closed stores.

Gross Profit

Gross profit  increased  $4.5 million to $33.9  million in the third  quarter of
2000,  a 15.2%  increase  over gross profit of $29.5  million in the  comparable
prior year period.  The Company's  gross profit  margin  decreased to 29.6% from
31.3%. As a percentage of sales,  the merchandise  gross profit margin decreased
1.8% and buying,  distribution and occupancy costs decreased 0.1%. A promotional
retail  environment  combined  with the  clearance of spring and summer  product
depressed  the  gross  margins  for  the  quarter.   The  reduction  in  buying,
distribution  and occupancy  costs as a percentage of sales was due to the
leveraging of distribution costs over a larger sales base.

Gross profit  increased  $10.1 million to $89.5 million in the first nine months
of 2000, a 12.7%  increase over gross profit of $79.4 million in the  comparable
prior year period. The Company's gross profit decreased to 29.3% from 31.1% last
year. As a percentage of sales,  the merchandise  gross profit margin  decreased
1.4% and buying, distribution and occupancy costs increased 0.4%.

Selling, General and Administrative Expenses

Selling,  general and  administrative  expenses  increased $4.7 million to $26.9
million in the third quarter of 2000 from $22.2 million in the comparable  prior
year period. As a percentage of sales, these expenses decreased 0.1%  primarily
due to the  leveraging  of the  expenses  against  a higher  sales  base.  Total
pre-opening  costs in the third quarter of 2000 were $666,000, or 0.6% of sales,
as  compared to  $777,000,  or 0.8% of  sales,  for the third  quarter  of 1999.
Pre-opening  expenses  incurred were  primarily for the stores opened during the
quarter.  Nine stores  were opened in the third  quarter of 2000 and ten stores
were opened in the third quarter of 1999.

Selling,  general and  administrative  expenses increased $12.9 million to $72.5
million in the first nine  months of 2000 from $59.6  million in the  comparable
prior year period. As a percentage of sales,  these expenses  increased 0.4% due
to higher operating  expenses incurred in the second quarter.  Total pre-opening
costs for the first nine  months of 2000 was $1.9  million or 0.6% of sales,  as
compared  to $1.8  million or 0.7% of sales,  for the first nine months of 1999.
Twenty-five stores were opened in the first nine months of 2000 and 1999.

Interest Expense

The  increase in net  interest  expense in the third  quarter and the first nine
months of 2000 as compared  with the third  quarter and the first nine months of
1999 resulted from increased borrowings and a higher effective interest rate.

Income Taxes

The  effective  income  tax rate of 39.5% and 40% in the third  quarter  and the
first nine months 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.






                                       9
<PAGE>


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

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 $2.7 million  during the first nine months of 2000. The decrease
resulted from seasonal  increases in merchandise  inventories and the additional
merchandise  inventories for the 24 net stores opened in 2000. Excluding changes
in operating assets and liabilities,  cash provided by operating  activities was
$17.4 million in the first nine months of 2000.

Working  capital  increased  to $89.4  million  at October  28,  2000 from $68.3
million at January 29,  2000 and the  current  ratio was 3.0 to 1 at October 28,
2000  as  compared  with  2.7 to 1 at  January  29,  2000.  Long-term  debt as a
percentage of total capital was 32.1% at October 28, 2000,  compared to 19.3% at
January  29,  2000.  The  increase  in working  capital  and long term debt as a
percentage of total capital was primarily due to seasonal  fluctuations  and the
store expansion program.

Capital  expenditures  net of lease  incentives  were $12.0 million in the first
nine months of 2000  (including  $497,000  of capital  lease  assets).  Of these
expenditures,  approximately  $9.2  million was incurred for new stores and $1.3
million was incurred for the remodeling of certain stores. The remaining capital
expenditures  in the first nine months of 2000 were  primarily for various store
improvements, merchandise displays and signage enhancements and technology.

The Company  has opened 25 stores and closed one store in 2000.  Six stores were
opened in the first  quarter,  ten in the second  quarter  and nine in the third
quarter.  Additionally,  one store was closed in the third quarter. Twenty-eight
stores were  opened in 1999.  Three  stores  were  opened in the first  quarter,
twelve in the second quarter and ten in the third quarter. The Company will open
six additional  stores in the fourth  quarter of 2000 and close four.  Last year
during the fourth quarter three stores were opened and one store was closed.  In
2001, the Company anticipates opening approximately 15 stores.

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 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  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 allowed the Company to purchase up to $10 million of the
outstanding  common stock. In January 2000, the Company purchased 291,900 shares
at a cost of $2.4  million.  123,100  shares  were  purchased  during  the first
quarter at a cost of $1.1 million and 620,600 shares were  purchased  during the
second quarter for $4.0 million.  The share repurchase  program was completed in
August with the  purchase  of 409,750  shares at a cost of $2.5  million.  Total
shares acquired under the program were 1,445,350 at a cost of $10.0 million. The
treasury  shares may be  reissued  in  connection  with  possible  future  stock
offerings,  dividends,  stock  based  compensation  programs  and other  general
corporate uses.




                                       10
<PAGE>


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

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 October 28, 2000 were $44.0
million and $3.8 million,  respectively. On April 16, 1999, the credit agreement
was  amended to  increase  the  facility  by $10  million to allow for up to $45
million in cash advances and commercial letters of credit. The maturity date was
also extended to March 31, 2001. On November 8, 2000,  the credit  agreement was
further  amended to  increase  the total  credit  facility to $70 million and to
extend the maturity date to March 31, 2003.

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 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.

Factors That May Effect Future Results

This report contains certain forward looking statements that involve a number of
risks and  uncertainties.  Among the factors that could cause actual  results to
differ materially are the following: general economic conditions in the areas of
the United  States in which the  Company's  stores are  located;  changes in the
overall retail  environment  and more  specifically  in the apparel and footwear
retail sectors;  the impact of competition,  weather  patterns,  consumer buying
trends  and the  ability of the  Company to  identify  and  respond to  emerging
fashion trends;  the  availability of desirable store locations and management's
ability  to  negotiate  acceptable  lease  terms and open new stores in a timely
manner;  and changes in the political and economic  environments in the People's
Republic  of China,  where most of the  Company's  private  label  products  are
manufactured,  and the continued favorable trade relationships between China and
the United States.






                                       11
<PAGE>

                               SHOE CARNIVAL, INC.
                           PART II - OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

    (a)   Exhibits

          4      (iii) Second Amendment to Amended and Restated Credit Agreement
                 and Promissory Notes dated November 8, 2000, between Registrant
                 and Firstar Bank N.A., First Union National Bank, Old National
                 Bank and LaSalle Bank National Association

          27     Financial Data Schedule

    (b)   Reports on Form 8-K

          No reports on Form 8-K were filed during the quarter ended October 28,
          2000.







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                               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:  December 8, 2000                SHOE CARNIVAL, INC.
                                                  (Registrant)



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










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