UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form 10-Q

|[X]        |  | Quarterly
      report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934 
|---------- |  | ----------------------------------------------------------------------------------------------------
|           |  | For the
      quarterly period ended  May 5,
      2007                                             
|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 of
    
    (IRS
      Employer Identification Number)incorporation or organization)7500 East
      Columbia StreetEvansville, IN
    
    47715(Address of
      principal executive offices)
    
    (Zip
      code)


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


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.

[X]Yes
    [ 
      ]No


Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange
Act.

[  ]Large
      accelerated filer
    [X]Accelerated
      filer
    [ 
      ]Non-accelerated filer


Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).

[ 
      ]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.

Number of Shares of Common Stock, $.01 par value, outstanding at June 8,
2007 were 13,020,315.

---

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 - 10                                                                                     
|       
|        | Item 2.                                                        | Management's Discussion and Analysis of Financial Condition and
      Results of Operations | 11 - 15
|       
|        | Item 3.                                                        | Quantitative and Qualitative Disclosures About Market Risk                                  | 16     
|       
|        | Item 4.                                                        | Controls and Procedures                                                                     | 16     
|       
|Part II | Other Information                                              |                                                                                            
|        | Item 1A.                                                       | Risk
      Factors                                                                          | 17     
|       
|        | Item 2.                                                        | Unregistered Sales of Equity Securities and Use of Proceeds                                 | 17     
|       
|        | Item 6.                                                        | Exhibits                                                                                    | 17 - 19
|       
|        | Signature                                                      |                                                                                             | 20     

2

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|SHOE CARNIVAL,
      INC.           
|------------------------------------
|PART I -
      FINANCIAL INFORMATION

|ITEM
      1. |  | FINANCIAL
      STATEMENTS
|------------- |  | --------------------------

|SHOE
      CARNIVAL, INC.                                          
|-------------------------------------------------------------------
|CONDENSED CONSOLIDATED BALANCE SHEETS                              
|Unaudited                                                          
|                                                                   
|                                                                   
|                                                                   
|(In
      thousands, except per share data)                        
|Assets                                                             
|Current
      Assets:                                              
|Cash and cash equivalents                                          
|Accounts receivable                                                
|Merchandise inventories                                            
|Deferred income tax benefit                                        
|Other                                                              
|Total Current
      Assets                                         
|Property and equipment-net                                         
|Total
      Assets                                                 
|                                                                   
|Liabilities and Shareholders' Equity                               
|Current
      Liabilities:                                         
|Accounts payable                                                   
|Accrued and other liabilities                                      
|Total Current Liabilities                                          
|Deferred lease
      incentives                                    
|Accrued rent                                                       
|Deferred income
      taxes                                        
|Deferred compensation                                              
|Other                                                              
|Total Liabilities                                                  
|                                                                   
|Shareholders' Equity:                                              
|Common stock, $.01 par value, 50,000 shares authorized,            
|13,673, 13,561 and 13,395 shares issued at, May 5, 2007,           
|February 3, 2007 and April 29, 2006, respectively                  
|Additional paid-in capital                                         
|Retained earnings                                                  
|Treasury stock, at cost, 8 shares at May 5, 2007 and 0
      shares
|at February 3, 2007 and April 29,
      2006                       
|Total
      Shareholders' Equity                                   
|Total Liabilities and Shareholders' Equity                         

See notes to condensed consolidated
financial statements.

3

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|SHOE CARNIVAL, INC.                        
|-------------------------------------------
|CONDENSED CONSOLIDATED STATEMENTS OF INCOME
|Unaudited                                  
|                                           
|                                           
|                                           
|(In
      thousands, except per share data)
|Net sales                                  
|Cost of sales
      (including buying,     
|distribution and occupancy costs)          
|Gross
      profit                         
|Selling, general and administrative        
|expenses                                   
|Operating
      income                     
|Interest income                            
|Interest
      expense                     
|Income before income taxes                 
|Income tax
      expense                   
|Net income                                 
|                                           
|Net income per share:                      
|Basic                                      
|Diluted                                    
|                                           
|Average shares outstanding:                
|Basic                                      
|Diluted                                    

See notes to condensed consolidated
financial statements.

4

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SHOE CARNIVAL, INC.CONDENSED CONSOLIDATED STATEMENT OF
SHAREHOLDERS' EQUITYUnaudited

|                              |              |  |          |   |          |     |          | Additional |          |   |       |         |       |   |      |   |   |        
|----------------------------- | ------------ |  | -------- | - | -------- | --- | -------- | ---------- | -------- | - | ----- | ------- | ----- | - | ---- | - | - | -------
|                              | Common Stock |  | Paid-In  |   | Retained |     | Treasury |            |          |   |      
|(In
      thousands)          | Issued       |  | Treasury |   | Amount   |     | Capital  |            | Earnings |   | Stock |         | Total |  
|Balance at                    |              |  |          |   |          |     |          |            |          |   |       |         |       |   |      |   |   |        
|February 3, 2007              | 13,561       |  | 0        |   | $        | 136 |          | $          | 73,959   |   | $     | 135,854 |       | $ | 0    |   | $ | 209,949
|Stock option
      exercises  | 23           |  | (2       | ) |          |     |          |            | 290      |   |       |         |       |   | 78   |   |   | 368    
|Stock-based compensation      |              |  |          |   |          |     |          |            |          |   |       |         |       |   |      |   |   |        
|income tax benefit            |              |  |          |   |          |     |          |            | 367      |   |       |         |       |   |      |   |   | 367    
|Employee stock
      purchase |              |  |          |   |          |     |          |            |          |   |       |         |       |   |      |   |   |        
|plan purchases                | 2            |  |          |   |          |     |          |            | 63       |   |       |         |       |   |      |   |   | 63     
|Restricted stock awards       | 87           |  | (10      | ) |          | 1   |          |            | (295     | ) |       |         |       |   | 294  |   |   | 0      
|Common
      stock            |              |  |          |   |          |     |          |            |          |   |       |         |       |   |      |   |   |        
|repurchased                   |              |  | 20       |   |          |     |          |            |          |   |       |         |       |   | (646 | ) |   | (646   
|Stock-based compensation      |              |  |          |   |          |     |          |            |          |   |       |         |       |   |      |   |   |        
|expense                       |              |  |          |   |          |     |          |            | 474      |   |       |         |       |   |      |   |   | 474    
|Cumulative
      effect of    |              |  |          |   |          |     |          |            |          |   |       |         |       |   |      |   |   |        
|adoption of FIN 48            |              |  |          |   |          |     |          |            |          |   |       | (114    | )     |   |      |   |   | (114   
|Net income                    |              |  |          |   |          |     |          |            |          |   |       | 7,327   |       |   |      |   |   | 7,327  
|Balance
      at              |              |  |          |   |          |     |          |            |          |   |       |         |       |   |      |   |   |        
|May 5, 2007                   | 13,673       |  | 8        |   | $        | 137 |          | $          | 74,858   |   | $     | 143,067 |       | $ | (274 | ) | $ | 217,788

See notes to condensed consolidated
financial statements.

5

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SHOE CARNIVAL,
INC.CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWSUnaudited

|                                                                | Thirteen    |         | Thirteen       |  
|--------------------------------------------------------------- | ----------- | ------- | -------------- | -
|                                                                | Weeks Ended |         | Weeks Ended    |  
|                                                                | May 5, 2007 |         | April 29, 2006 |  
|Cash flows from operating activities:                           |             |         |                |  
|Net
      income                                                | $           | 7,327   |                | $
|Adjustments to reconcile net income to net                      |             |         |                |  
|cash (used in) provided by operating
      activities:          |             |         |                |  
|Depreciation and amortization                                   |             | 3,876   |                |  
|Stock-based compensation                                        |             | 474     |                |  
|Loss on retirement of assets                                    |             | 25      |                |  
|Deferred income taxes                                           |             | (161    | )              |  
|Other                                                           |             | (16     | )              |  
|Changes in operating assets and
      liabilities:              |             |         |                |  
|Accounts receivable                                             |             | 155     |                |  
|Merchandise inventories                                         |             | 14,016  |                |  
|Accounts payable and accrued liabilities                        |             | (31,283 | )              |  
|Other                                                           |             | (2,188  | )              |  
|                                                               
|Net cash (used in) provided by operating activities             |             | (7,775  | )              |  
|                                                               
|Cash flows from investing activities:                           |             |         |                |  
|Purchases of property and equipment                             |             | (5,991  | )              |  
|Proceeds from sale of property and
      equipment              |             | 144     |                |  
|Other                                                           |             | 0       |                |  
|                                                               
|Net cash (used in) provided by investing activities             |             | (5,847  | )              |  
|                                                               
|Cash flows from financing activities:                           |             |         |                |  
|Proceeds from issuance of stock                                 |             | 431     |                |  
|Excess tax benefits from stock-based
      compensation         |             | 291     |                |  
|Common stock repurchased                                        |             | (646    | )              |  
|                                                               
|Net cash provided by financing activities                       |             | 76      |                |  
|                                                               
|Net (decrease) increase in cash and cash equivalents            |             | (13,546 | )              |  
|Cash and cash
      equivalents at beginning of period          |             | 34,839  |                |  
|                                                               
|Cash and Cash Equivalents at End of Period                      | $           | 21,293  |                | $
|                                                               
|Supplemental disclosures of cash flow information:              |             |         |                |  
|Cash paid during period for interest                            | $           | 32      |                | $
|Cash paid (received) during period for income
      taxes       | $           | 471     |                | $
|Capital expenditures incurred but not yet paid                  | $           | 2,861   |                | $
|                                                               
|See notes to
      condensed consolidated financial statements. |             |         |                |  

6

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SHOE CARNIVAL,
INC.NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTSUnaudited

Note 1 - Basis of
Presentation

In our opinion, the accompanying
unaudited condensed consolidated financial statements contain all adjustments
necessary to present fairly our financial position and the results of our
operations and our 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 (the SEC), although we believe 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. The condensed consolidated
financial statements should be read in conjunction with the audited consolidated
financial statements and the notes thereto contained in our Annual Report on
Form 10-K for the fiscal year ended February 3, 2007.

Note 2 - Net Income Per
Share

Net income per share of common stock is
based on the weighted average number of shares and common share equivalents
outstanding during the period. The following table presents a reconciliation of
our basic and diluted weighted average common shares outstanding as required by
Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per
Share:

|                                            | Thirteen          |  | Thirteen         
|------------------------------------------- | ----------------- |  | -----------------
|                                            | Weeks
      Ended |  | Weeks
      Ended
|(In
      thousands)                        | May 5, 2007       |  | April 29, 2006   
|Basic shares                                | 13,499            |  | 13,247           
|Dilutive effect
      of stock-based awards | 366               |  | 409              
|Diluted shares                              | 13,865            |  | 13,656           

For the quarters ended May 5, 2007 and
April 29, 2006, there were no anti-dilutive shares.

Note 3  Recently Issued Accounting
Pronouncements

In July 2006, the Financial Accounting
Standards Board (the FASB) issued FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes (FIN 48), an interpretation of FASB No. 109
(SFAS No. 109). FIN 48 clarifies the accounting for the uncertainty in income
taxes recognized by prescribing a recognition threshold that a tax position is
required to meet before being recognized in the financial statements.
Additionally, FIN 48 provides guidance on measurement, derecognition,
classification, accounting in interim periods and disclosure requirements for
uncertain tax positions. We adopted the provisions of FIN 48 on February 4,
2007. See Note 5  Income Taxes, in this Quarterly Report on Form 10-Q for
additional information, including the effects of adoption on our consolidated
financial statements.

In September 2006, the FASB issued SFAS
No. 157, Fair Value Measurements (SFAS No. 157). SFAS No. 157 defines fair
value, establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements.
SFAS No. 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods within those fiscal
years. We do not believe the adoption of SFAS No. 157 will have a material
impact on our consolidated financial statements.

7

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In February 2007, the FASB issued SFAS
No. 159, The Fair Value Option for Financial Assets and Financial
LiabilitiesIncluding an Amendment of FASB Statement No. 115 (SFAS No. 159).
SFAS No. 159 allows companies the choice to measure many financial instruments
and certain other items at fair value. This gives companies the opportunity to
mitigate volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. The provisions of SFAS No. 159 will be effective for fiscal years
beginning after November 15, 2007. We are currently evaluating the impact the
adoption of SFAS No. 159 will have on our consolidated financial statements.

Note 4 - Stock-Based Compensation

Stock Options

The following table summarizes the
stock option transactions for the quarter ended May 5, 2007:

|                                           |                 |   |                |       |              | Weighted- |                 |   |       
|------------------------------------------ | --------------- | - | -------------- | ----- | ------------ | --------- | --------------- | - | ------
|                                           |                 |   |                |       |              | Average   |                 |   |       
|                                           |                 |   | Weighted-      |       | Remaining    |           | Aggregate      
|                                           | Number
      of |   | Average        |       | Contractual  |           | Intrinsic Value
|                                           | Shares          |   | Exercise Price |       | Term (Years) |           | (in thousands) 
|Outstanding at February 3, 2007            | 652,946         |   | $              | 12.51 |              |           |                 |   |       
|Forfeited or expired                       | (1,001          | ) |                | 16.10 |              |           |                 |   |       
|Exercised                                  | (25,855         | ) |                | 14.24 |              |           |                 |   |       
|Outstanding at
      May 5, 2007           | 626,090         |   | $              | 12.44 |              | 4.43      |                 | $ | 11,109
|Options outstanding at May 5, 2007, net of |                 |   |                |       |              |           |                 |   |       
|estimated forfeitures                      | 623,346         |   | $              | 12.44 |              | 4.41      |                 | $ | 11,060
|Exercisable at
      May 5, 2007           | 606,087         |   | $              | 12.45 |              | 4.33      |                 | $ | 10,748

The following table summarizes
information regarding outstanding and exercisable options at May 5, 2007:

|               |                     |                  | Options Outstanding |                | Options Exercisable
|-------------- | ------------------- | ---------------- | ------------------- | -------------- | -------------------
|               |                     |                  | Number              |                | Weighted           
|Range of       |                     | of
      Options |                     | Average        |                    
|Exercise Price |                     | Outstanding      |                     | Remaining Life |                    
|$              | 4.38  5.75         |                  | 62,662              |                | 3.57               
|$              | 8.56 
      11.13  |                  | 176,125             |                | 2.00               
|$              | 11.88  12.67       |                  | 201,835             |                | 6.07               
|$              | 13.87 
      17.12 |                  | 185,468             |                | 5.23               

The total intrinsic value, defined as
the difference between the market value at exercise and the grant price, of
stock options exercised during the first quarter of fiscal 2007 and 2006 was
$504,000 and $901,000, respectively. The total cash received from these stock
option exercises during the first quarter of fiscal 2007 and 2006 was $368,000
and $1.1 million, respectively. The recorded excess tax benefits associated with
these stock option exercises during the first quarter of fiscal 2007 and 2006
was $180,000 and $338,000, respectively.

During the first quarter of fiscal 2007
and 2006, we recognized approximately $22,000 and $106,000 in stock-based
compensation expense for non-vested stock options before the recognized tax
benefit of $8,600 and $40,000, respectively.

As of May 5, 2007, there was
approximately $48,000 of unrecognized stock-based compensation expense remaining
related to non-vested stock options. This expense is expected to be recognized
over a period of less than one year.

8

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Restricted Stock
Awards

The following table summarizes the
restricted share transactions for the quarter ended May 5, 2007:

|                               |                 |   | Weighted-      
|------------------------------ | --------------- | - | ---------------
|                               | Number
      of |   | Average Grant  
|                               | Shares          |   | Date Fair Value
|Non-vested at February 3, 2007 | 79,517          |   | $              
|Granted                        | 98,000          |   |                
|Forfeited                      | (834            | ) |                
|Vested                         | (41,228         | ) |                
|Non-vested at May 5, 2007      | 135,455         |   | $              

The total fair value at grant date of
previously non-vested stock awards that vested during the first quarter of
fiscal 2007 was $831,000. The weighted-average grant date fair value of stock
awards granted during the first quarter of fiscal 2007 and 2006 was $29.42 and
$22.99, respectively.

During the first quarter of fiscal 2007
and 2006, we recognized approximately $441,000 and $547,000 in stock-based
compensation expense for restricted stock awards before the recognized tax
benefit of $168,000 and $210,000, respectively. As of May 5, 2007, there was
approximately $3.2 million of unrecognized compensation expense remaining
related to non-vested stock awards. This expense is expected to be recognized
over a weighted-average period of 2.02 years. The majority of the non-vested
restricted stock are performance-based awards and the weighted-average period
incorporates the current assumptions of the estimated requisite period required
to achieve the designated performance conditions.

Employee Stock Purchase
Plan

During the first quarter of fiscal
2007, we recognized approximately $11,000 in stock-based compensation expense
for the employee stock purchase plan before the recognized income tax benefit of
$4,000 representative of the 15% discount employees are provided for purchases
under the employee stock purchase plan.

Note 5  Income Taxes

On February 4, 2007, we adopted the
provisions of FIN 48. This interpretation of SFAS No. 109 clarifies the
accounting for the uncertainty in income taxes recognized by prescribing a
recognition threshold that a tax position is required to meet before being
recognized in the financial statements. FIN 48 also provides guidance on
derecognition of tax benefits, classification on the balance sheet, interest and
penalties, accounting in interim periods, disclosure, and transition. Our
evaluation under FIN 48 was performed for the tax years encompassing our fiscal
years 1999 through 2005, the tax years which remain subject to examination by
major tax jurisdictions as of May 5, 2007. Prior to the adoption of FIN 48, we
recorded interest expense related to uncertain tax positions as a component of
interest expense. Upon adoption of FIN 48 we changed this policy to record such
items as a component of income tax expense in the consolidated statement of
income. Penalties have historically been included as a component of income tax
expense and will continue be recorded in this manner with the adoption of FIN
48.

The total effect of the adoption on our
consolidated balance sheet as of February 4, 2007 was a $361,000 increase in tax
liability including penalties and interest and a $247,000 increase in deferred
income tax benefits; resulting in a $114,000 reduction to retained earnings.
After recording these entries, we had a liability for unrecognized tax benefits,
including interest and penalties, of $775,000.

For the first quarter of fiscal 2007,
we recorded $9,000 of interest expense related to uncertain tax positions. As of
May 5, 2007, our liability for unrecognized tax positions was $566,000 and
accrued interest and penalties associated with this liability were $218,000;
resulting in a total liability for unrecognized tax benefits of $784,000. This
amount was classified as an Other liability on our consolidated balance sheet as
of May 5, 2007. If our uncertain tax positions become recognizable, the amount
would reduce our effective tax rate. We do not expect the amount of the
liability for unrecognized tax benefits, excluding interest and penalties, will
change significantly within the next 12 months.

9

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The effective income tax rate for the
first quarter of fiscal 2007 decreased to 32.0% from 38.3% for the same time
period in 2006. The reduction in the effective income tax rate was primarily due
to a reduction in state income taxes from state incentives related to the
investment in our new distribution center.

Note 6  Stock Repurchase
Program

In fiscal 2006, our Board of Directors
authorized a $50.0 million stock buy-back program, which will terminate upon the
earlier of the repurchase of the maximum amount or December 31, 2008. During the
first quarter of fiscal 2007, we repurchased 10,000 shares of our outstanding
common stock at a cost of $295,000 under this program. As of May 5, 2007, the
amount that remained available under the existing repurchase authorization was
$49.7 million. Subsequent to May 5, 2007, through the date of this report, we
purchased an additional 662,000 shares of our outstanding common stock at a cost
of $18.9 million. All repurchases under this program have been made utilizing
available cash on hand.

10

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|ITEM
      2. |  | MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
|------------- |  | -------------------------------------------------------------------------------------------------

Factors That May Effect Future
Results

This Quarterly Report on Form 10-Q
contains forward-looking statements, within the meaning of the Private
Securities Litigation Reform Act of 1995, that involve a number of risks and
uncertainties. A number of factors could cause our actual results, performance,
achievements or industry results to be materially different from any future
results, performance or achievements expressed or implied by these
forward-looking statements. These factors include, but are not limited to:
general economic conditions in the areas of the United States in which our
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; changes
in our relationships with key suppliers; the impact of competition and pricing;
changes in weather patterns, consumer buying trends and our ability to identify
and respond to emerging fashion trends; the impact of disruptions in our
distribution or information technology operations; the impact of hurricanes or
other natural disasters on our stores, as well as on consumer confidence and
purchasing in general; risks associated with the seasonality of the retail
industry; the availability of desirable store locations at acceptable lease
terms and our ability to open new stores in a timely and profitable manner;
higher than anticipated costs associated with the closing of underperforming
stores; the inability of manufacturers to deliver products in a timely manner;
changes in the political and economic environments in the Peoples Republic of
China, a major manufacturer of footwear; and the continued favorable trade
relations between the United States and China and other countries which are the
major manufacturers of footwear. For a more detailed discussion of certain risk
factors, see the Risk Factors section of our Annual Report on Form 10-K for
the fiscal year ended February 3, 2007.

General

Managements Discussion and Analysis of
Financial Condition and Results of Operations is intended to provide information
to assist the reader in better understanding and evaluating our financial
condition and results of operations. We encourage you to read this in
conjunction with our condensed consolidated financial statements and the notes
to those statements included in PART I, ITEM 1 FINANCIAL STATEMENTS of this
Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the
fiscal year ended February 3, 2007 as filed with the SEC.

Overview

Shoe Carnival, Inc. is one of the
nation's largest family footwear retailers. As of May 5, 2007, we operated 278
stores in 25 states in the Midwest, South and Southeast regions of the United
States. We offer a distinctive shopping experience, a broad merchandise
assortment and value to our customers while maintaining an efficient store level
cost structure.

Our stores combine competitive pricing
with a highly promotional, in-store marketing effort that encourages customer
participation and creates a fun and exciting shopping experience. We believe
this highly promotional atmosphere results in various competitive advantages,
including increased multiple unit sales; the building of a loyal, repeat
customer base; the creation of word-of-mouth advertising; and enhanced sell
through of in-season goods. Our objective is to be the destination
store-of-choice for a wide range of consumers seeking moderately priced, current
season name brand and private label footwear. Our product assortment includes
dress and casual shoes, sandals, boots and a wide assortment of athletic shoes
for the entire family. We believe that by offering a wide selection of both
athletic and non-athletic footwear, we are able to reduce our exposure to shifts
in fashion preferences between those categories. Our ability to identify and
react to fashion changes is a key factor in our sales and earnings performance.

Our marketing effort targets middle
income, value-conscious consumers seeking name brand footwear for all age
groups. We believe that by offering a wide selection of popular styles of name
brand merchandise at competitive prices, we generate broad customer appeal. Our
cost-efficient store operations and real estate strategy enable us to price
products competitively and earn attractive store level returns. Low labor costs
are achieved by housing merchandise directly on the selling floor in an
open-stock format, enabling customers who choose to serve themselves. This
reduces the staffing required to assist customers and reduces store level labor
costs as a percentage of sales. We locate stores predominantly in strip shopping
centers in order to take advantage of lower occupancy costs and maximize our
exposure to value-oriented shoppers.

11

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Critical Accounting Policies

It is necessary for us to include
certain judgements in our reported financial results. These judgements involve
estimates that are inherently uncertain and actual results could differ
materially from these estimates. The accounting policies that require the more
significant judgements are:

Merchandise
Inventories- Merchandise inventories are
stated at the lower of cost or market using the first-in, first-out (FIFO)
method. In determining market value, we estimate the future sales price of items
of merchandise contained in the inventory as of the balance sheet date. Factors
considered in this determination include, among others, current and recently
recorded sales prices, the length of time product has been held in inventory and
quantities of various product styles contained in inventory. The ultimate amount
realized from the sale of certain product could differ materially from our
estimates. We also estimate a shrinkage reserve for the period between the last
physical count and the balance sheet date. The estimate for the shrinkage
reserve can be affected by changes in merchandise mix and changes in actual
shrinkage trends.

Valuation of Long-Lived
Assets- We review long-lived assets whenever
events or circumstances indicate the carrying value of an asset may not be
recoverable and annually when no such event has occurred. We evaluate the
ongoing value of assets associated with retail stores that have been open longer
than one year. When events such as these occur, the assets subject to impairment
are adjusted to estimated fair value and, if applicable, an impairment loss is
recorded in selling, general and administrative expenses. Our assumptions and
estimates used in the evaluation of impairment, including current and future
economic trends for stores, are subject to a high degree of judgement and if
actual results or market conditions differ from those anticipated, additional
losses may be recorded.

Income Taxes- We calculate income taxes in accordance with SFAS No. 109
and account for uncertain tax positions in accordance with FIN 48. Under SFAS
No. 109, deferred tax assets and liabilities are recognized based on the
difference between the consolidated financial statement carrying amounts of
existing assets and liabilities and their respective tax basis. Deferred tax
assets and liabilities are measured using the estimated tax rates in effect in
the years when those temporary differences are expected to reverse. Under FIN
48, we are required to make many subjective assumptions and judgments regarding
our income tax exposures. Interpretations of and guidance surrounding income tax
laws and regulations are often complex, ambiguous and change over time. As such,
changes in our subjective assumptions and judgments can materially affect
amounts recognized in the consolidated financial statements. See our Notes to
Condensed Consolidated Financial Statements, Note 5  Income Taxes included in
PART I, ITEM 1 FINANCIAL STATEMENTS of this Quarterly Report on Form 10-Q for
additional details on our uncertain tax positions.

Results of
Operations

|                    |  |                 |  | Number of Stores |  |        |  | Store Square Footage |  | Comparable | 
|------------------- |  | --------------- |  | ---------------- |  | ------ |  | -------------------- |  | ---------- | 
|                    |  |                 |  |                  |  |        |  |                      |  |            | 
|                    |  | Beginning       |  |                  |  |        |  | End
      of         |  | Net        | 
|Quarter
      Ended |  | Of
      Period |  | Opened           |  | Closed |  | Period               |  | Change     | 
|May 5, 2007         |  | 271             |  | 7                |  | 0      |  | 278                  |  | 66,000     | 
|                   
|April 29, 2006      |  | 263             |  | 0                |  | 0      |  | 263                  |  | 0          | 

|(1) |  | Comparable store sales
      for the thirteen-week period ended May 5, 2007 are compared to the
      thirteen-week period ended May 6, 2006.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|   

12

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

|                                       | Thirteen    |   | Thirteen      
|-------------------------------------- | ----------- | - | --------------
|                                       | Weeks Ended |   | Weeks Ended   
|                                       | May 5, 2007 |   | April 29, 2006
|Net sales                              | 100.0       | % |               
|Cost of sales
      (including buying, |             |   |               
|distribution and occupancy costs)      | 70.0        |   |               
|Gross profit                           | 30.0        |   |               
|Selling, general
      and             |             |   |               
|administrative expenses                | 23.7        |   |               
|Operating income                       | 6.3         |   |               
|Interest
      income                  | (0.2        | ) |               
|Interest expense                       | 0.0         |   |               
|Income before
      income taxes       | 6.5         |   |               
|Income tax expense                     | 2.1         |   |               
|Net
      income                       | 4.4         | % |               

Net Sales

In the regular course of business, we
offer our customers sales incentives including coupons, discounts, and free
merchandise. Sales are recorded net of such incentives and returns and
allowances. If an incentive involves free merchandise, that merchandise is
recorded as a zero sale and the cost is included in cost of sales. Comparable
store sales for the periods indicated include stores that have been open for 13
full months prior to the beginning of the period, including those stores that
have been relocated or remodeled. Therefore, stores opened or closed during the
periods indicated are not included in comparable store sales.

It is important to note that the
53rdweek in fiscal 2006 caused a one-week shift in our fiscal 2007 calendar,
resulting in the end of our fiscal 2007 first quarter being shifted one week
later to May 5 as compared to April 29 for the prior year. This shift will
affect all quarters and if there are seasonal influences near the respective
quarter-end dates, our year-over-year sales comparisons may be impacted. Our
reported quarterly and year-to-date comparable store sales results for fiscal
2007, both in this Quarterly Report on Form 10-Q and in our other public
disclosures, are being adjusted for this shift.

Net sales decreased $2.8 million to
$165.7 million in the first quarter ended May 5, 2007, a 1.7% decrease over net
sales of $168.5 million in the first quarter ended April 29, 2006. Of this
decrease, $6.0 million was attributable to a 3.7% decrease in comparable store
sales; partially offset by $5.8 million of sales generated by operating 15 more
stores during the first quarter of fiscal 2007 compared to the same period last
year. The net sales decrease also included a decrease of $2.2 million in sales
due to the seasonal differences associated with the fiscal calendar shift noted
above.

Gross Profit

Gross profit decreased $1.7 million to
$49.8 million in the first quarter of 2007, a 3.2% decrease over gross profit of
$51.5 million for the first quarter of fiscal 2006. Our gross profit margin for
the first quarter of 2007 decreased to 30.0% from 30.5% in the prior year. This
decrease in profit margin resulted from a 1.5% increase in buying,
distribution and occupancy costs partially offset by a 1.0% increase in the
merchandise margin. The increase in buying, distribution and occupancy costs was
due primarily to an increase in distribution costs and the deleveraging effect
of lower same store sales. Of the increase in distribution costs, approximately
$936,000, or $0.04 per diluted share, was related to converting to a new
distribution center.

13

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Selling, General and Administrative
Expenses

Selling, general and administrative
expenses decreased $309,000 to $39.3 million in the first quarter of fiscal 2007
from $39.6 million in the comparable prior year period. This decrease in
expense was primarily due to a decrease in incentive compensation partially
offset by higher store pre-opening costs.  As a percentage of
sales, selling, general and administrative expenses increased to 23.7%
in the first quarter of fiscal 2007 from 23.5% for the comparable period last
year due to the deleveraging effect of lower sales.

Pre-opening costs for the seven stores
opened in the first quarter of fiscal 2007 were $289,000, or 0.2% of sales. No
stores were opened and no pre-opening costs were incurred in the first quarter
of last year. Pre-opening costs, such as advertising, payroll and supplies,
incurred prior to the opening of a new store are charged to expense in the
period they are incurred. The total amount of pre-opening expense incurred will
vary on a store-by-store basis depending on the specific market and the
promotional activities involved.

Interest (Income) Expense

We recorded net interest income of
$302,000 in the first quarter of fiscal 2007 as compared to net interest income
of $176,000 in the first quarter of the prior year. The increase in net interest
income was primarily the result of higher average investments during the first
quarter of fiscal 2007 as compared to the prior year. We had no direct
borrowings under our credit facility during the first quarter of fiscal 2007.

Income Taxes

The effective income tax rate for the
first quarter of fiscal 2007 decreased to 32.0% from 38.3% for the same time
period in 2006. The reduction in the effective income tax rate was primarily due
to a reduction in state income taxes from state incentives related to the
investment in our new distribution center. The reduction in income tax expense
related to the tax incentives equated to an increase of approximately $0.05 in
earnings per diluted share for the first quarter of fiscal 2007.

Liquidity and Capital
Resources

Our primary sources of funds are cash
flows from operations and borrowings under our revolving credit facility. Net
cash used in operating activities was $7.8 million for the first quarter of 2007
as compared with net cash provided by operating activities of $5.5 million for
the first quarter of 2006. These amounts reflect the income from operations
adjusted for non-cash items and working capital changes. The $13.3 million
increase in cash used in operating activities between the two respective periods
related primarily to the timing of the payments of accounts payable and accrued
liabilities.

Working capital increased to $160.5
million at May 5, 2007 from $149.0 million at April 29, 2006. The current ratio
at May 5, 2007 and April 29, 2006 was 4.0 and 3.4, respectively. We had no
long-term debt at May 5, 2007 or April 29, 2006.

Capital expenditures were $6.0 million
for the first quarter of fiscal 2007. Of this amount, $3.7 million was
incurred for our new distribution center along with $1.5 million for new
stores. The remaining capital expenditures in the first quarter were incurred
for store remodeling and relocation, software and information technology,
in-store graphics and miscellaneous equipment purchases. We did not receive any
lease incentives from landlords during the first quarter.

We anticipate opening between 23 and 25
new stores and closing three stores during fiscal 2007. During the first
quarter, seven stores were opened versus no openings during the first quarter of
the prior year. No stores were closed during the first quarter of either fiscal
2007 or 2006. We expect to open seven stores in the second quarter of fiscal
2007.

Remaining capital expenditures are
expected to be $15 million to $16 million in fiscal 2007. Of this amount,
approximately $1 million represents equipment for our new distribution center
and $2 million represents our projected investment in furniture and fixtures for
our new corporate headquarters. We intend to open 23 to 25 stores at an expected
aggregate cost of between $6.7 million and $7.3 million in fiscal 2007. The
balance of capital expenditures are expected to be incurred for store remodels,
visual presentation enhancements and various other store improvements, along
with continued investments in technology and normal asset replacement
activities. The actual amount of cash required for capital expenditures for
store operations 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 we target for expansion.

14

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Our current store prototype uses
between 6,500 and 12,000 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 in fiscal 2007 are expected to average
approximately $290,000. The average inventory investment in a new store is
expected to range from $350,000 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 and supplies, are expected to average
approximately $49,000 per store in fiscal 2007 with individual stores
experiencing variances in expenditure levels based on the specific market.

Our unsecured credit facility provides
for up to $70 million in cash advances on a revolving basis and commercial
letters of credit. Borrowings under the revolving credit line are based on
eligible inventory. The agreement governing the credit facility stipulates a
minimum threshold for net worth, a maximum ratio of funded debt plus rent to
EBITDA plus rent, and a maximum of total distributions for stock repurchases and
cash dividends. We were in compliance with these requirements as of May 5, 2007.
Should a default condition be reported, the lenders may preclude additional
borrowings and call all loans and accrued interest at their discretion. The
credit agreement and amendments thereto are filed as exhibits to (or
incorporated by reference in) this Quarterly Report on Form 10-Q. There were no
borrowings outstanding under the credit facility and letters of credit
outstanding were $7.3 million at May 5, 2007. As of May 5, 2007, $62.7 million
was available to us for additional borrowings under the credit facility. On
December 15, 2006, the credit agreement was amended to extend the maturity date
to April 30, 2010 and to allow us to repurchase shares of our outstanding common
stock in an amount not to exceed $50 million. This amendment follows the Board
of Directors December 2006 authorization of a $50 million stock buy-back
program, which will terminate on the earlier of the repurchase of the maximum
amount or December 31, 2008. During the first quarter of fiscal 2007, 10,000
shares of common stock were repurchased under this program. Subsequent to
May 5, 2007, through the date of this report, we purchased an additional 662,000
shares of our outstanding common stock at a cost of $18.9 million. All
repurchases under this program have been made utilizing available cash on
hand.

We anticipate that our existing cash
and cash flow from operations, supplemented by borrowings under our revolving
credit line, will be sufficient to fund our planned store expansion, the capital
investment required for our new corporate headquarters and distribution center,
the repurchase of our common stock under our current repurchase plan and other
operating cash requirements for at least the next 12 months.

Seasonality

Our 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, our results of operations may be adversely
affected in any quarter in which we incur pre-opening expenses related to the
opening of new stores.

We have three distinct peak selling
periods: Easter, back-to-school and Christmas.

New Accounting Pronouncements

Recent accounting pronouncements
applicable to our operations are contained in Note 3  Recently Issued
Accounting Pronouncements contained in the Notes to Condensed Consolidated
Financial Statements included in PART I, ITEM 1 FINANCIAL STATEMENTS of this
Quarterly Report on Form 10-Q.

15

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ITEM 3.   QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk in that
the interest payable under our credit facility is based on variable interest
rates and therefore is affected by changes in market rates. We do not use
interest rate derivative instruments to manage exposure to changes in market
interest rates. We did not incur borrowings against our revolving credit line
during the first quarter of fiscal 2007.

ITEM 4.   CONTROLS AND
PROCEDURES

Our Chief Executive Officer and Chief
Financial Officer have concluded, based on their evaluation as of May 5, 2007,
that our disclosure controls and procedures are effective to ensure that
information required to be disclosed by us in the reports filed or submitted by
us under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and include controls and
procedures designed to ensure that information required to be disclosed by us in
such reports is accumulated and communicated to our management, including the
Chief Executive Officer and Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure.

Management is continuously seeking to
improve the efficiency and effectiveness of our operations and internal
controls. This results in refinements to processes throughout the company. In
the third quarter of 2006, the company began to transition certain store
locations to a new time and attendance payroll system. Additionally, as part of
our continued strategy to grow our store base and increase processing capacity,
we began conversion to our new distribution center in the fourth quarter of
fiscal 2006. We believe the implementation of our new payroll system and launch
of our new distribution center has strengthened the overall system of internal
controls due to enhanced automation and integration of related processes.
Testing of the controls related to these new systems is ongoing and management
will make its evaluation of the effectiveness of these controls pursuant to
final transition of the systems. There have been no other changes in our
internal control over financial reporting that occurred during the first quarter
ended May 5, 2007, that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.

16

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SHOE CARNIVAL, INC.PART II -
OTHER INFORMATION

ITEM 1A.   RISK FACTORS

You should carefully consider the risks
and uncertainties we describe both in this Quarterly Report on Form 10-Q and in
the Risk Factors section of our Annual Report on Form 10-K for the fiscal year
ended February 3, 2007 before deciding to invest in, or retain, shares of our
common stock. These are not the only risks and uncertainties that we face.
Additional risks and uncertainties that we do not currently know about, we
currently believe are immaterial or we have not predicted may also harm our
business operations or adversely affect us. If any of these risks or
uncertainties actually occur, our business, financial condition, results of
operations or cash flows could be materially adversely affected. There have been
no material changes to the risk factors set forth in our Annual Report on Form
10-K for the fiscal year ended February 3, 2007.

ITEM 2.   UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity
Securities



|                                     |              |  |                 |       | Total Number |        | Approximate 
|------------------------------------ | ------------ |  | --------------- | ----- | ------------ | ------ | ------------
|                                     |              |  |                 |       | Of Shares    |        | Dollar Value
|                                     |              |  |                 |       | Purchased    |        | of Shares   
|                                     |              |  |                 |       | as Part      |        | that May Yet
|                                     | Total Number |  | Average         |       | of Publicly  |        | Be Purchased
|                                     | of Shares    |  | Price Paid      |       | Announced    |        | Under the   
|Period                               | Purchased1   |  | per
      Share |       | Programs2    |        | Programs    
|February 4, 2007 to March 3, 2007    | 0            |  | $               | 0.0   |              | 0      |             
|March 4, 2007
      to April 7, 2007 | 20,554       |  | $               | 31.43 |              | 10,000 |             
|April 8, 2007 to May 5, 2007         | 0            |  | $               | 0.0   |              | 0      |             
|                                     | 20,554       |  |                 |       | 10,000       |        |             

|1 |  | Of these shares,
      10,554 were delivered to or withheld by us in connection with employee
      payroll tax withholding upon the vesting of certain restricted stock
      awards.                                                                                    
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
|2 |  | These shares are
      part of a publicly announced, $50.0 million stock buy-back program that
      our Board of Directors approved in December 2006. The program will
      terminate on the earlier of the repurchase of the maximum amount or
      December 31, 2008.

ITEM 6.   EXHIBITS

| | (a) |  |     |  | Exhibits                                                                                                                                                                                                                                                                                                                                                                                        
| | --- |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    
| |     |  | 3-A |  | Restated Articles of Incorporation of Registrant (incorporated
      herein by reference from the same exhibit number to the Registrant's
      Annual Report on Form 10-K for the year ended February 2,
      2002)                                                                                                                                                                           
| |    
| |     |  | 3-B |  | By-laws of Registrant, as amended to date (incorporated herein by
      reference from the same exhibit number to our Current Report on Form 8-K
      filed on March 19, 2007)                                                                                                                                                                                                                 
| |    
| |     |  | 4   |  | (i) Amended and Restated Credit Agreement and Promissory Notes
      dated April 16, 1999, between Registrant and Mercantile Bank National
      Association, First Union National Bank and Old National Bank (incorporated
      herein by reference from Exhibit 4(I) to the Registrant's Annual Report on
      Form 10-K for the year ended January 30, 1999)                               
| |    
| |     |  |     |  | (ii) Amendment to Amended and Restated Credit Agreement and
      Promissory Notes dated March 24, 2000, between Registrant and Mercantile
      Bank National Association, First Union National Bank and Old National Bank
      (incorporated herein by reference from the same exhibit number to the
      Registrant's Annual Report on Form 10-K for the year ended January 29,
      2000)

17

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| | (a) |  |      |  | Exhibits (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- |  | ---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    
| |     |  |      |  | (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 (incorporated herein by reference from the same
      exhibit number to the Registrant's Quarterly Report on Form 10-Q for the
      quarter ended October 28, 2000)                                                         
| |    
| |     |  |      |  | (iv) Third Amendment to Amended and Restated Credit Agreement and
      Promissory Notes dated March 18, 2002, between Registrant and U.S. Bank
      National Association, First Union National Bank, Old National Bank and
      LaSalle Bank National Association (incorporated herein by reference from
      the same exhibit number to the Registrant's Annual Report on Form 10-K for
      the year ended February 2, 2002)                                                      
| |    
| |     |  |      |  | (v) Fourth Amendment to Amended and Restated Credit Agreement and
      Promissory Notes dated March 12, 2003, between Registrant and U.S. Bank
      National Association, Wachovia Bank National Association, Old National
      Bank and LaSalle Bank National Association (incorporated herein by
      reference from the same exhibit number to the Registrant's Annual Report
      on Form 10- K for the year ended February 1, 2003)                                            
| |     |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |  |      |  | (vi) Fifth Amendment
      to Amended and Restated Credit Agreement and Promissory Notes dated April
      5, 2004, between Registrant and U.S. Bank National Association, Wachovia
      Bank National Association, Old National Bank and LaSalle Bank National
      Association (incorporated herein by reference from the same exhibit number
      to the Registrant's Annual Report on Form 10-K for the year ended January
      31, 2004)                                        
| |     |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |  |      |  | (vii) Assignment
      Agreement dated June 1, 2004 among LaSalle Bank National Association as
      Assignor, Fifth Third Bank (Southern Indiana) as Assignee, Registrant as
      Borrower and U.S. Bank National Association as Agent relating to the
      Amended and Restated Credit Agreement as further amended (incorporated
      herein by reference from the same exhibit number to the Registrant's
      Quarterly Report on Form 10-Q for the quarter ended May 1,
  2004)
| |     |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |  |      |  | (viii) Sixth
      Amendment to Amended and Restated Credit Agreement and Notes dated April
      5, 2005, between Registrant and U.S. Bank National Association, Wachovia
      Bank National Association, Fifth Third Bank (Southern Indiana) and Old
      National Bank (incorporated herein by reference from the same exhibit
      number to the Registrant's Current Report on Form 8-K filed on April 11,
      2005)                                                           
| |     |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |  |      |  | (ix) Seventh
      Amendment to Amended and Restated Credit Agreement and Notes dated March
      31, 2006, between Registrant and U.S. Bank National Association, Wachovia
      Bank, National Association and Fifth Third Bank (incorporated herein by
      reference from the same exhibit number to the Registrant's Current Report
      on Form 8-K filed on April 4, 2006)                                                                                                      
| |     |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |  |      |  | (x) Eighth Amendment
      to Amended and Restated Credit Agreement and Notes dated December 15,
      2006, between Registrant and U.S. Bank National Association, Wachovia
      Bank, National Association and Fifth Third Bank (incorporated herein by
      reference from the same exhibit number to the Registrant's Current Report
      on Form 8-K filed on December 11, 2006)                                                                                                 
| |    
| |     |  | 31.1 |  | Certification of
      Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the
      Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                             
| |     |  |      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |  | 31.2 |  | Certification of
      Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the
      Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                             



18

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| | (a) |  |      |  | Exhibits (continued)                                                                                                                                         
| | --- |  | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    
| |     |  | 32.1 |  | 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
| |    
| |     |  | 32.2 |  | 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





19

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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: | June 14,
      2007 | SHOE CARNIVAL, INC.                | 
|----- | ------------------- | ---------------------------------- | 
|      |                     | (Registrant)                       | 
|      |                    
|      |                    
|      |                     | By:/s/ W. Kerry Jackson            | 
|      |                     | W. Kerry
      Jackson             | 
|      |                     | Executive Vice
      President and | 
|      |                     | Chief Financial
      Officer      | 

20

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