UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q/A

(Amendment No. 1)

|[X]   |                                                                             | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
|----- | --------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|      | For the quarterly period endedMay 5, 2018                                  
|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 ofincorporation or organization) |  | (IRS Employer Identification Number)
|                                                              |  |                                     
|7500 East Columbia StreetEvansville, IN                       |  | 47715                               
|(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.



| | [X] | Yes |  | [  ] | No
| | --- | --- |  | ---- | --



Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).



| | [X] | Yes |  | [  ] | No
| | --- | --- |  | ---- | --



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting
company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.



[ ] Large accelerated filer [X] Accelerated filer
[ ] Non-accelerated filer [ ] Smaller reporting company [ ] Emerging growth company



If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.	 [ ]



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 5, 2018 was 16,076,566.







Explanatory Note

Shoe Carnival, Inc. (the “Company”)
is filing Amendment No. 1 on Form 10-Q/A (this “Amendment”) to its Quarterly Report on Form 10-Q for the quarter ended
May 5, 2018, as filed with the Securities and Exchange Commission on June 11, 2018 (the “Original Filing”), solely
to correct a typographical error on the cover page of the Original Filing in which the
box identifying the Company as a shell company was incorrectly checked “Yes.” The error has been corrected in this
Amendment No. 1 by checking the “No” box in response to this item on the cover page. This Amendment also includes
currently dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from each of the Company’s Chief
Executive Officer and its Chief Financial Officer, as required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended,
for amendments to a Quarterly Report on Form 10-Q.

This Amendment should be read in conjunction
with the Original Filing. Except as specifically noted above, this Amendment does not amend, modify or update any disclosures contained
in the Original Filing. Accordingly, the Original Filing continues to speak as of the date of the Original Filing, and this Amendment
does not reflect events occurring after the Original Filing on June 11, 2018.



PART II - OTHER INFORMATION

ITEM 6.   EXHIBITS



The following is a list of all exhibits filed as a part of this
Form 10-Q/A:

EXHIBIT INDEX



|            |  |                                                                                                                                                                                           
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
No. |  | Description                                                                                                                                                                               
|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











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 22, 2018 | SHOE CARNIVAL, INC.
(Registrant)
|-------------------- | --------------------------------





| | By:   /s/ W. Kerry Jackson
        W. Kerry Jackson
        Senior Executive Vice President,
        Chief Operating and Financial Officer and Treasurer
        (Duly Authorized Officer and Principal Financial
        Officer)
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------