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                 August 3, 2002
                               -------------------------------------------------
                                       OR

[ ]  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                (IRS Employer Identification Number)
of 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, 12,593,656 shares outstanding as of September 12,
2002.


--------------------------------------------------------------------------------
<PAGE>

                               SHOE CARNIVAL, INC.
                               INDEX TO FORM 10-Q

                                                                           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

         Item 3.  Quantitative and Qualitative Disclosures.............    11

Part II  Other Information

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

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

         Certifications................................................    14

                                        2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                               SHOE CARNIVAL, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                    Unaudited
<TABLE>
<CAPTION>
                                       August 3,     February 2,     August 4,
                                         2002           2002           2001
                                       --------      -----------     ---------
                                                   (In thousands)
<S>                                       <C>            <C>             <C>
                                     ASSETS
Current Assets:
   Cash and cash equivalents.......   $   6,316      $     5,459     $   6,748
   Accounts receivable.............         954            1,298           714
   Merchandise inventories.........     146,615          135,648       142,528
   Deferred income tax benefit.....         316              449           687
   Other...........................       3,275            1,816         2,871
                                     ----------       ----------    ----------
Total Current Assets...............     157,476          144,670       153,548
Property and equipment-net.........      62,016           57,249        59,233
                                     ----------       ----------    ----------
Total Assets.......................  $  219,492       $  201,919    $  212,781
                                     ==========       ==========    ==========


                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Accounts payable................  $   49,432       $   42,108    $   42,535
   Accrued and other liabilities...      12,970           10,452        11,092
   Current portion of long-term
    debt...........................         586              834           946
                                     ----------       ----------    ----------
Total Current Liabilities..........      62,988           53,394        54,573
Long-term debt.....................      23,447           27,672        45,798
Deferred lease incentives..........       4,513            4,197         4,229
Deferred income taxes..............       4,041            4,223         3,660
Other..............................         511              331           192
                                     ----------       ----------    ----------
Total Liabilities..................      95,500           89,817       108,452
                                     ----------       ----------    ----------

Shareholders' Equity:
   Common stock,  $.01 par value,
    50,000 shares authorized,
    13,363 shares issued at
    August 3, 2002,
    February 2, 2002 and
    August 4, 2001.................         134              134           134
   Additional paid-in capital......      65,407           64,752        64,289
   Retained earnings...............      63,467           54,251        48,468
   Treasury stock, at cost 773,
    1,000 and 1,218 shares at
    August 3, 2002, February 2,
    2002 and August 4, 2001........      (5,016)          (7,035)       (8,562)
                                     ----------      -----------    ----------
Total Shareholders' Equity..........    123,992          112,102       104,329
                                     ----------      -----------    ----------
Total Liabilities and
 Shareholders' Equity............... $  219,492      $   201,919    $  212,781
                                     ==========      ===========    ==========
</TABLE>



            See Notes to Condensed Consolidated Financial Statements


                                        3
<PAGE>
                               SHOE CARNIVAL, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                    Unaudited
<TABLE>
<CAPTION>
                   Thirteen        Thirteen        Twenty-six      Twenty-six
                  Weeks Ended     Weeks Ended     Weeks Ended     Weeks Ended
                 August 3, 2002  August 4, 2001  August 3, 2002  August 4, 2001
                 --------------  --------------  --------------  --------------
                             (In thousands, except per share data)
<S>                    <C>             <C>             <C>             <C>

Net sales......    $   124,626      $   113,986     $   254,010     $   231,172
Cost of sales
 (including
  buying,
  distribution
  and
  occupancy
  costs)........        88,865           81,732         179,167         163,962
                   -----------      -----------     -----------     -----------

Gross profit....        35,761           32,254          74,843          67,210
Selling,
 general and
 administrative
 expenses.......        29,873           27,625          59,634          54,912
                   -----------      -----------     -----------     -----------

Operating
 income.........         5,888            4,629          15,209          12,298
Interest
 expense, net...           200              626             464           1,431
                   -----------      -----------     -----------     -----------

Income before
 income taxes...         5,688            4,003          14,745          10,867

Income taxes....         2,133            1,501           5,529           4,075
                   -----------      -----------     -----------     -----------

Net income......   $     3,555      $     2,502     $     9,216     $     6,792
                   ===========      ===========     ===========     ===========

Net income
 per share:
    Basic........  $       .28      $       .21     $       .74      $      .57
                   ===========      ===========     ===========      ==========
    Diluted......  $       .27      $       .20     $       .71      $      .55
                   ===========      ===========     ===========      ==========

Average shares
 outstanding:
    Basic........       12,566           12,066          12,518          12,018
                   ===========      ===========     ===========      ==========
    Diluted......       13,065           12,467          12,995          12,389
                   ===========      ===========     ===========      ==========
</TABLE>



            See Notes to Condensed Consolidated Financial Statements


                                        4
<PAGE>
                              SHOE CARNIVAL, INC.
            CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                                    Unaudited
<TABLE>
<CAPTION>
                                               Add'l
                             Common Stock     Paid-In Retained Treasury
                       Issued Treasury Amount Capital Earnings  Stock    Total
                       ------ -------- ------ ------- -------- --------  -----
                                           (In thousands)
<S>                      <C>    <C>      <C>    <C>      <C>      <C>     <C>

Balance at
 February 2, 2002...  13,363  (1,000) $ 134  $64,752 $54,251  $(7,035) $112,102
  Exercise of stock
   options...........            221             655            1,924     2,579
  Employee stock
   purchase plan
    purchases........              6                               95        95
  Net income ........                                  9,216              9,216
                      ------   -----  -----  ------- -------  -------  --------
Balance at
 August 3, 2002...... 13,363    (773) $ 134  $65,407 $63,467  $(5,016) $123,992
                      ======   =====  =====  ======= =======  =======  ========
</TABLE>



            See Notes to Condensed Consolidated Financial Statements


                                        5
<PAGE>
                               SHOE CARNIVAL, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    Unaudited
<TABLE>
<CAPTION>
                                                 Twenty-six        Twenty-six
                                                Weeks Ended       Weeks Ended
                                               August 3, 2002    August 4, 2001
                                               --------------    --------------
                                                        (In thousands)
<S>                                                  <C>               <C>
Cash flows from operating activities:
   Net income..............................     $     9,216        $    6,792
   Adjustments to reconcile net income
     to net cash provided by
     operating activities:
     Depreciation and amortization.........           5,970             5,414
      Loss on retirement of assets.........               6               127
      Deferred income taxes................             (49)             (685)
      Other  ..............................             (21)             (130)
     Changes in operating assets and liabilities:
       Merchandise inventories.............         (10,967)          (19,493)
       Accounts receivable.................             344               353
       Accounts payable and accrued
        liabilities........................           9,842            12,719
       Other...............................          (1,459)           (1,455)
                                                -----------        ----------
Net cash provided by operating activities..          12,882             3,642
                                                -----------        ----------

Cash flows from investing activities:
   Purchases of property and equipment.....         (10,693)           (6,735)
   Lease incentives........................             514               831
                                                -----------        ----------

Net cash used in investing activities......         (10,179)           (5,904)
                                                -----------        ----------

Cash flows from financing activities:
   Borrowings under line of credit.........         124,150           259,525
   Payments on line of credit..............        (128,150)         (254,525)
   Payments on capital lease obligations...            (520)             (441)
   Proceeds from issuance of stock.........           2,674             1,224
                                                -----------        ----------

Net cash (used in) provided by financing
 activities................................          (1,846)            5,783
                                                -----------        ----------

Net increase in cash and cash equivalents..             857             3,521
Cash and cash equivalents at beginning
 of period.................................           5,459             3,227
                                                -----------        ----------

Cash and cash equivalents at end of period..    $     6,316        $    6,748
                                                ===========        ==========

Supplemental disclosures of cash flow
 information:
   Cash paid during period for interest.....    $       605        $    1,599
   Cash paid during period for income taxes.    $     5,312        $    5,206
Supplemental disclosure of noncash
 investing activities:
   Capital lease obligations incurred.......    $        47        $      174
</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 2001
Annual Report.


Note 2 - New Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board (the "FASB"), issued SFAS
No. 143,  "Accounting for Asset Retirement  Obligations".  SFAS No. 143 provides
accounting  requirements  for retirement  obligations  associated  with tangible
long-lived  assets.  SFAS No. 143 is effective for fiscal years  beginning after
June 15,  2002.  Management  does not believe  that the adoption of SFAS No. 143
will  have  a  significant  impact  on  the  Company's   consolidated  financial
statements.

Effective  February 4, 2002 the Company  adopted SFAS No. 144,  "Accounting  for
Impairment or Disposal of Long-Lived  Assets".  SFAS No. 144 addresses financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
The adoption of SFAS No. 144 has not had a  significant  impact on the financial
position or results from operations of the Company.

In April 2002, the FASB issued SFAS No. 145  "Rescission of FASB  Statements No.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections".
SFAS No. 145 primarily affects the reporting  requirements and classification of
gains and losses from the  extinguishment  of debt,  rescinds  the  transitional
accounting  requirements for intangible  assets of motor carriers,  and requires
that certain lease modifications with economic effects similar to sale-leaseback
transactions be accounted for in the same manner as sale-leaseback transactions.
SFAS No. 145 is effective for financial statements issued after April 2002, with
the exception of the provisions affecting the accounting for lease transactions,
which should be applied for  transactions  entered into after May 15, 2002,  and
the  provisions   affecting   classification   of  gains  and  losses  from  the
extinguishment  of debt, which should be applied in fiscal years beginning after
May 15, 2002.  Management has determined  that the adoption of SFAS No. 145 will
have no impact on the Company's consolidated financial statements.

In June 2002,  the FASB issued SFAS 146,  Accounting for Costs  Associated  with
Exit or Disposal  Activities,  which addresses  accounting for restructuring and
similar costs. SFAS 146 supersedes  previous  accounting  guidance,  principally
Emerging Issues Task Force Issue No. 94-3. The Company will adopt the provisions
of SFAS 146 for restructuring activities initiated after December 31, 2002. SFAS
146 requires that the liability  for costs  associated  with an exit or disposal
activity be  recognized  when the  liability  is  incurred.  Under Issue 94-3, a
liability  for an  exit  cost  was  recognized  at  the  date  of the  Company's
commitment to an exit plan. SFAS 146 also  establishes that the liability should
initially  be measured  and  recorded at fair value.  Accordingly,  SFAS 146 may
affect  the  timing of  recognizing  future  restructuring  costs as well as the
amounts recognized.


                                        7
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS


Results of Operations
<TABLE>
<CAPTION>
                                                                    Comparable
                       Number of Stores        Store Square Footage Store Sales
               Beginning               End of    Net       End of    Increase/
Quarter Ended  of Period Opened Closed Period   Change     Period    Decrease
-------------  --------- ------ ------ ------  -------     ------   -----------
<S>               <C>     <C>     <C>    <C>     <C>         <C>        <C>
May 4, 2002          182      6      0    188   71,000  2,175,000      1.1%
August 3, 2002       188      9      0    197  112,000  2,287,000     (0.5%)
Year-to-date         182     15      0    197  183,000  2,287,000      0.4%

May 5, 2001          165      3      0    168   26,000  1,937,000      2.3%
August 4, 2001       168     10      0    178  123,000  2,060,000      2.1%
Year-to-date         165     13      0    178  149,000  2,060,000      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        Twenty-six      Twenty-six
                  Weeks Ended     Weeks Ended     Weeks Ended     Weeks Ended
                 August 3, 2002  August 4, 2001  August 3, 2002  August 4, 2001
                 --------------  --------------  --------------  --------------
<S>                    <C>             <C>             <C>             <C>
Net sales......       100.0%         100.0%          100.0%          100.0%
Cost of sales
 (including
  buying,
  distribution
  and
  occupancy
  costs).......        71.3           71.7            70.5            70.9
                    ---------      ----------      ----------      ---------

Gross profit...        28.7           28.3            29.5            29.1
Selling,
 general and
 administra-
 tive
 expenses......        24.0           24.2            23.5            23.8
                    ---------      ----------      ----------      ---------

Operating
 income........         4.7            4.1             6.0             5.3
Interest
 expense-net...          .1             .6              .2              .6
                    ---------      ----------      ----------      ---------

Income before
 income taxes...        4.6            3.5             5.8             4.7
Income taxes....        1.7            1.3             2.2             1.8
                    ---------      ----------      ----------      ---------

Net income......        2.9%           2.2%            3.6%            2.9%
                    =========      ==========      ==========      =========
</TABLE>

Net Sales

Net sales  increased  $10.6 million to $124.6  million in the second  quarter of
2002, a 9.3%  increase  over net sales of $114 million in the  comparable  prior
year period.  The increase was  attributable  to the 29 stores  opened since May
2001 (net of one store  closed),  partially  offset by a comparable  store sales
decrease of 0.5%.  Athletic  sales for the  quarter  achieved  comparable  store
increases,  offsetting,  for the most part, the comparable store sales decreases
in the men's, women's and children's non-athletic categories.


                                        8
<PAGE>
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


Net sales  increased  $22.8 million to $254 million in the first half of 2002, a
9.9%  increase  over net sales of $231.2  million in the  comparable  prior year
period.  The increase was attributable to a 0.4% comparable store sales increase
and the sales generated by the 32 new stores opened in 2001 and 2002 (net of one
store closed).

Gross Profit

Gross profit  increased  $3.5 million to $35.8 million in the second  quarter of
2002,  a 10.9%  increase  over gross profit of $32.3  million in the  comparable
prior year period.  The Company's  gross profit  margin  increased to 28.7% from
28.3%. As a percentage of sales,  the merchandise  gross profit margin increased
0.5% and buying,  distribution and occupancy costs increased 0.1% as compared to
the same period last year. The increase in the  merchandise  gross profit margin
was due to  increased  margins  obtained  on the sale of athletic  footwear  and
women's  non-athletic  footwear.  In the first half of 2002, the key merchandise
strategy  was  centered on  lowering  merchandise  inventory  levels of seasonal
fashion product,  particularly women's non-athletic  product, in order to reduce
our exposure to markdowns, thereby increasing the overall gross profit margin.

Gross profit  increased $7.6 million to $74.8 million in the first half of 2002,
an 11.4%  increase  over gross profit of $67.2 million in the  comparable  prior
year period. The Company's gross profit margin increased to 29.5% from 29.1% for
the first six months of 2001. As a percentage of sales,  the  merchandise  gross
profit  margin  increased  0.5% and buying,  distribution  and  occupancy  costs
increased 0.1%.

Selling, General and Administrative Expenses

Selling,  general and  administrative  expenses  increased $2.2 million to $29.9
million in the second quarter of 2002 from $27.6 million in the comparable prior
year period.  As a percentage of sales,  these expenses  decreased 0.3% to 24.0%
from 24.2% last year. During the second quarter of 2002, the Company opened nine
stores as  compared  to 10 stores  opened in the second  quarter of 2001.  Total
pre-opening  costs in the second quarter of 2002 were $663,000 or 0.5% of sales,
as compared to $667,000 or 0.6% of sales, for the second quarter of 2001.

Selling,  general and  administrative  expenses  increased $4.7 million to $59.6
million  in the first half of 2002 from $54.9  million in the  comparable  prior
year period.  As a percentage of sales,  these expenses  decreased to 23.5% from
23.8% last  year.  Total  pre-opening  costs in the first half of 2002 were $1.1
million or 0.4% of sales,  as compared to $854,000  million or 0.4% of sales, in
the first half of 2001. Fifteen stores were opened in the first half of 2002 and
13 stores were opened in the first half of 2001.

Pre-opening  costs in the third  quarter  are  anticipated  to be  approximately
$950,000  compared to  $342,000 in the third  quarter  last year.  The  expected
higher  pre-opening costs are a result of the anticipated  opening of ten stores
in the third quarter this year versus five stores in the third quarter last year
and the grand  opening  costs  expensed in the third quarter for two stores that
opened in the last week of the  second  quarter.  Excluding  pre-opening  costs,
selling,  general and  administrative  costs are expected to be flat or slightly
down as a  percentage  of sales in the third  quarter of 2002 as compared to the
same period in 2001.

Interest Expense

The decrease in net interest  expense in the second quarter and first six months
of 2002,  as  compared  with the  second  quarter  and first six  months of 2001
resulted from  substantially  lower  average  borrowings  and a lower  effective
interest rate.


                                        9
<PAGE>
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


Income Taxes

The effective  income tax rate was 37.5% in the second quarter and the first six
months of 2002 and for the same time periods in 2001.  The effective  income tax
rate 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.  For the first six months of
2002, cash generated by operating  activities was $12.9 million compared with an
increase of cash of $3.6  million  from  operations  for the first six months of
last year. Excluding changes in operating assets and liabilities,  cash provided
by operating activities was $15.1 million in the first half of 2002 versus $11.5
million in the comparable prior year period.  Merchandise  inventories increased
$4.1 million to $146.6  million at August 3, 2002 from $142.5  million at August
4,  2001.  In  2002,  the key  merchandise  strategy  is  centered  on  lowering
merchandise  inventory  levels of seasonal  fashion product in order to increase
the overall gross profit  margin.  Leaner  inventories  in the seasonal  fashion
categories, particularly women's product, are expected to reduce our exposure to
markdowns and increase cashflow.  While the number of stores operated at the end
of the second quarter  increased 10.7%,  merchandise  inventories only increased
2.9%.  This  resulted in a decrease in  merchandise  inventories  on a per-store
basis at the end of the  second  quarter  of 7.1%  compared  with the end of the
second quarter last year.  Decreases in merchandise  inventories on a per- store
basis at quarter-end for the remainder of the year are expected to range from 3%
to 6%

Working capital decreased to $94.5 million at August 3, 2002 from $99 million at
August 4, 2001 and the current  ratio was 2.5 to 1 at August 3, 2002 as compared
with 2.8 to 1 at August 4, 2001. Long-term debt as a percentage of total capital
reduced  to 15.9% at the end of the first  half of 2002 from 30.5% at the end of
the first half of 2001. The decrease in working capital was primarily due to the
increase in accounts payable and accrued liabilities.

Capital expenditures, net of lease incentives of $514,000, were $10.2 million in
the first half of 2002. Of these expenditures, $5.9 million was incurred for new
stores. Computer hardware and software purchases totaled $2.2 million, including
the purchase in the first  quarter of our existing  point-of-sale  software from
the  vendor  for $1.8  million.  Additional  conveyors  and  technology  for the
distribution  center was  purchased for  $500,000.  All other capital  additions
totaled $1.6 million.

The Company opened nine stores in the second  quarter  bringing the total number
of stores  opened in 2002 to 15. With the  anticipated  opening of ten stores in
the second half of the year, 25 new stores will have been opened during 2002. Of
the 13 stores  opened  during the first half of 2001,  ten stores were opened in
the second  quarter.  Five  stores  were opened and one store were closed in the
second half of 2001, for a total net addition of 17 stores in 2001.

The Company  currently expects to accelerate the number of new store openings in
2003 to 40 stores, or a 20% store growth rate. Capital expenditures for 2003 are
expected to be approximately $17 million to $19 million, of which $13 million to
$15 million will be expended for new 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.


                                       10
<PAGE>
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


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,  net of
lease  incentives,  for 2002 new stores are  expected  to average  approximately
$365,000.  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 in 2002.

The Company's  credit  facility  provides for up to $70 million in cash advances
and letters of credit.  Borrowings  under the revolving credit line are based on
eligible  inventory.  Borrowings  and letters of credit  outstanding  under this
facility at August 3, 2002 were $23 million and $8.4 million,  respectively. 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.


Factors That May Effect Future Results

This  report on Form 10-Q  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  potential  impact of national  and
international  security  concerns  on the  retail  environment;  the  impact  of
competition and pricing; changes in weather patterns, consumer buying trends and
the ability of the Company to identify and respond to emerging  fashion  trends;
risks associated with the seasonality of the retail  industry;  the availability
of desirable  store  locations at acceptable  lease terms and the ability of the
Company to open new stores in a timely  manner;  higher than  anticipated  costs
associated  with  the  closing  of  underperforming  stores;  the  inability  of
manufacturers  to  deliver  products  in a timely  manner;  and  changes  in the
political and economic  environments in the People's  Republic of China, a major
manufacturer  of  footwear,  and the  continued  favorable  trade  relationships
between China and the United States.



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

The  Company  is  exposed  to market  risk in that the  interest  payable on the
Company's Credit Agreement is based on variable  interest rates and therefore is
affected by changes in market  rates.  The Company  does not use  interest  rate
derivative instruments to manage exposure to changes in market interest rates. A
1% change  in the  weighted  average  interest  rate  charged  under the  Credit
Agreement would have resulted in interest  expense  fluctuating by approximately
$100,000  for the first six months of 2002 and $197,000 for the first six months
of 2001.


                                       11
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                               SHOE CARNIVAL, INC.
                           PART II - OTHER INFORMATION



Item 6.   Exhibits and Reports on Form 8-K

      (a) Exhibits

          10-R Employment and Noncompetition agreement dated July 1, 2002,
               between Registrant and Mark L. Lemond

          99.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C.
               Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-
               Oxley Act of 2002

          99.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C.
               Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-
               Oxley Act of 2002

      (b) Reports on Form 8-K

          No reports on Form 8-K were filed during the quarter ended August 3,
          2002.



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<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:  September 17, 2002                SHOE CARNIVAL, INC.
                                                       (Registrant)



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


                                       13
<PAGE>
                               SHOE CARNIVAL, INC.
                                 CERTIFICATIONS


I, Mark L. Lemond, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Shoe Carnival, Inc.;

2.  Based on my knowledge, this quarterly report does not contain any untrue
    statement of material fact or omit to state a material fact necessary to
    make the statements made, in light of the circumstances under which such
    statements were made, not misleading with respect to the period covered by
    this quarterly report; and

3.  Based on my knowledge, the financial statements, and other financial
    information included in this quarterly report, fairly present in all
    material respects the financial condition, results of operations and cash
    flows of the registrant as of, and for, the periods presented in this
    quarterly report.


Date:    September 17, 2002
                                                  /s/ Mark L. Lemond
                                                  ------------------
                                                      Mark L. Lemond
                                                       President and
                                                  Chief Executive Officer



I, W. Kerry Jackson, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Shoe Carnival, Inc.;

2.  Based on my knowledge, this quarterly report does not contain any untrue
    statement of material fact or omit to state a material fact necessary to
    make the statements made, in light of the circumstances under which such
    statements were made, not misleading with respect to the period covered by
    this quarterly report; and

3.  Based on my knowledge, the financial statements, and other financial
    information included in this quarterly report, fairly present in all
    material respects the financial condition, results of operations and cash
    flows of the registrant as of, and for, the periods presented in this
    quarterly report.


Date:    September 17, 2002

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

                                       14
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