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                May 3, 2003
                                ------------------------------------------------

[ ]     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
--------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   35-1736614
--------------------------------------------------------------------------------
                      (IRS Employer Identification Number)

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

                                 (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 [   ]

Indicate by check mark whether the registrant is an accelerated filer (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.

Common Stock, $.01 par value, 12,650,434 shares outstanding as of June 11, 2003.




<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 - 8

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.....................9 - 12

         Item 3.  Quantitative and Qualitative Disclosures About
                  Market Risk.................................................12

         Item 4.  Controls and Procedures.....................................12

Part II  Other Information

         Item 6.  Exhibits and Reports on Form 8-K............................13

         Signature............................................................14

         Certifications..................................................15 - 16




                                       2
<PAGE>



                               SHOE CARNIVAL, INC.
                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS


                               SHOE CARNIVAL, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                      May 3,            February 1,           May 4,
(In thousands)                                                         2003                2003               2002
                                                                  --------------      -------------       ------------
                                                                     Unaudited                              Unaudited
<S>                                                               <C>                 <C>                 <C>
ASSETS
Current Assets:
   Cash and cash equivalents..................................    $        4,140      $       5,782       $      3,616
   Accounts receivable........................................             2,236              1,134              1,392
   Merchandise inventories....................................           150,063            146,091            129,783
   Deferred income tax benefit...............................              1,197                901                483
   Other......................................................             1,405              1,890              1,584
                                                                  --------------      -------------       ------------
Total Current Assets..........................................           159,041            155,798            136,858
Property and equipment-net....................................            66,956             63,477             59,607
                                                                  --------------      -------------       ------------
Total Assets..................................................    $      225,997      $     219,275       $    196,465
                                                                  ==============      =============       ============


LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Accounts payable...........................................    $       43,736      $      49,847       $     37,787
   Accrued and other liabilities..............................            12,771              9,276             11,033
   Current portion of long-term debt..........................               360                427                725
Total Current Liabilities ....................................            56,867             59,550             49,545
Long-term debt................................................            18,559             15,503             16,269
Deferred lease incentives.....................................             6,270              5,262              4,096
Accrued rent .................................................             2,536              2,458              2,144
Deferred income taxes.........................................             4,740              4,971              4,078
Other.........................................................               798                640                439
                                                                  --------------      -------------       ------------
Total Liabilities.............................................    $       89,770      $      88,384       $     76,571
                                                                  ==============      =============       ============

Shareholders' Equity:
  Common stock,  $.01 par value, 50,000
    shares authorized, 13,363 shares issued
    at May 3, 2003, February 1, 2003 and
     May 4, 2002..............................................               134                134                134
 Additional paid-in capital...................................            65,962             65,828             65,264
 Retained earnings............................................            75,171             70,091             59,912
 Treasury stock, at cost, 728, 746 and 812 shares at
    May 3, 2003, February 1, 2003 and May 4, 2002.............            (5,040)            (5,162)            (5,416)
                                                                  --------------      -------------       ------------
Total Shareholders' Equity....................................           136,227            130,891            119,894
                                                                  --------------      -------------       ------------
Total Liabilities and Shareholders' Equity....................    $      225,997      $     219,275       $    196,465
                                                                  ==============      =============       ============
</TABLE>

See notes to condensed consolidated financial statements.


                                       3
<PAGE>




                               SHOE CARNIVAL, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                    Unaudited

<TABLE>
<CAPTION>

                                                                                    Thirteen            Thirteen
                                                                                   Weeks Ended         Weeks Ended
(In thousands, except per share data)                                              May 3, 2003         May 4, 2002
                                                                                   -----------         -----------
<S>                                                                                <C>                 <C>
Net sales..............................................................             $  136,850          $  129,384
Cost of sales (including buying, distribution and
     occupancy costs)..................................................                 95,969              90,302
                                                                                    ----------          ----------

Gross profit...........................................................                 40,881              39,082
Selling, general and administrative expenses...........................                 32,587              29,761
                                                                                    ----------          ----------

Operating income.......................................................                  8,294               9,321
Interest expense-net...................................................                    166                 264
                                                                                    ----------          ----------

Income before income taxes.............................................                  8,128               9,057
Income tax expense.....................................................                  3,048               3,396
                                                                                    ----------          ----------

Net income.............................................................             $    5,080          $    5,661
                                                                                    ==========          ==========

Net income per share:
   Basic...............................................................             $      .40          $      .45
   Diluted ............................................................             $      .39          $      .44

Average shares outstanding:
   Basic ..............................................................                 12,625              12,471
   Diluted.............................................................                 12,962              12,932

</TABLE>
See notes to condensed consolidated financial statements.


                                       4
<PAGE>




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

<TABLE>
<CAPTION>

                                               Common Stock            Additional
                                       ---------------------------      Paid-In       Retained     Treasury
(In thousands)                         Issued   Treasury    Amount      Capital       Earnings       Stock      Total
                                       -------  --------    ------     -----------    --------    ---------  ---------
<S>                                    <C>      <C>        <C>         <C>            <C>         <C>        <C>
Balance at February 1, 2003.........   13,363      (746)   $   134     $   65,828     $  70,091   $ (5,162)  $ 130,891
Exercise of stock options...........                 15                       117                      103         220
Employee stock purchase
 plan purchases.....................                  3                        17                       19          36
Net income..........................                                                      5,080                  5,080
                                       ------    ------    -------     ----------     ---------   --------   ---------
Balance at May 3, 2003..............   13,363      (728)   $   134     $   65,962     $  75,171   $ (5,040)  $ 136,227
                                       ======    ======    =======     ==========     =========   ========   =========

</TABLE>
See notes to condensed consolidated financial statements.


                                       5
<PAGE>




                               SHOE CARNIVAL, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    Unaudited
<TABLE>
<CAPTION>
                                                                                        Thirteen            Thirteen
                                                                                       Weeks Ended         Weeks Ended
(In thousands)                                                                         May 3, 2003         May 4, 2002
                                                                                    ---------------      -------------
<S>                                                                                 <C>                  <C>
Cash Flows From Operating Activities
   Net income...................................................................      $     5,080          $     5,661
   Adjustments to reconcile net income to net
      cash provided by operating activities:
      Depreciation and amortization.............................................            3,335                2,882
      (Gain) loss on retirement of assets.......................................              (60)                   6
      Deferred income taxes.....................................................             (527)                (179)
      Other  ...................................................................              151                   99
      Changes in operating assets and liabilities:
          Accounts receivable...................................................           (1,003)                 (94)
          Merchandise inventories...............................................           (3,972)               5,866
          Accounts payable and accrued liabilities..............................           (2,627)              (1,688)
          Other.................................................................              506                  231
                                                                                      -----------          -----------

Net cash provided by operating activities.......................................              883               12,784
                                                                                      -----------          -----------

Cash Flows From Investing Activities
   Purchases of property and equipment..........................................           (6,862)              (5,198)
   Lease incentives.............................................................            1,093                    0
                                                                                      -----------          -----------

Net cash used in investing activities...........................................           (5,769)              (5,198)
                                                                                      -----------          -----------

Cash Flows From Financing Activities
   Net borrowings (payments) under line of credit...............................            3,125              (11,300)
   Payments on long-term debt...................................................             (137)                (260)
   Proceeds from issuance of stock..............................................              256                2,131
                                                                                      -----------          -----------

Net cash provided by (used in) financing activities.............................            3,244               (9,429)
                                                                                      -----------          -----------

Net decrease in cash and cash equivalents.......................................           (1,642)              (1,843)
Cash and cash equivalents at beginning of period................................            5,782                5,459
                                                                                      -----------          -----------

Cash and Cash Equivalents at End of Period......................................      $     4,140          $     3,616
                                                                                      ===========          ===========

Supplemental disclosures of cash flow information:
   Cash paid during period for interest.........................................      $       133          $       387
   Cash paid during period for income taxes, net of refunds.....................      $        13          $       (60)
   Capital lease obligations incurred...........................................      $         0          $        47

</TABLE>
See notes to condensed consolidated financial statements.


                                       6
<PAGE>




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


Note 1 - Basis of Presentation

In the opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all adjustments necessary to present fairly the
financial position of the Company and the results of its operations and its cash
flows for the periods presented. Certain information and disclosures normally
included in notes to consolidated financial statements have been condensed or
omitted according to the rules and regulations of the Securities and Exchange
Commission, although the Company believes that the disclosures are adequate to
make the information presented not misleading. The results of operations for the
interim periods are not necessarily indicative of the results to be expected for
the full year. The condensed consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and the notes
thereto contained in the Company's Annual Report on Form 10-K for its fiscal
year ended February 1, 2003.

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 the Company's basic and diluted weighted
average common shares outstanding as required by Statement of Financial
Accounting Standards ("SFAS") No. 128, "Earnings Per Share":
<TABLE>
<CAPTION>
(In thousands)
Thirteen weeks ended                                                                  May 3, 2003     May 4, 2002
                                                                                      -----------     -----------
<S>                                                                                   <C>             <C>
Basic shares....................................................................           12,625          12,471
Dilutive effect of stock options................................................              337             461
                                                                                        ---------       ---------
Diluted shares..................................................................           12,962          12,932
                                                                                        =========       =========
</TABLE>
Options to purchase 301,000 and 104,000 shares of common stock for the first
quarter of fiscal 2003 and 2002, respectively, were not included in the
computation of diluted shares because the options' exercise prices were greater
than the average market price for the period.

Note 3 - Stock-Based Compensation

SFAS No. 123, "Accounting for Stock-Based Compensation", requires that companies
either recognize compensation expense for grants of stock options and other
equity instruments based on fair value, or provide pro forma disclosure of net
income and net income per share in the notes to the financial statements. At May
3, 2003, the Company has three stock-based compensation plans: the 1993 Stock
Option and Incentive Plan, the Outside Directors Stock Option Plan and the 2000
Stock Option and Incentive Plan. The Company accounts for these plans under the
recognition and measurement principles of Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees", and related interpretations.
Accordingly, no compensation cost has been recognized under SFAS No. 123 for the
Company's employee stock option plans. Had compensation cost for the awards
under those plans been determined based on the grant date fair values,
consistent with the method required under SFAS


                                       7
<PAGE>




No. 123, the Company's net income and net income per share would have been
reduced to the pro forma amounts indicated below:
<TABLE>
<CAPTION>
(In thousands, except per share data)
Thirteen weeks ended                                                                  May 3, 2003     May 4, 2002
                                                                                      -----------     -----------
<S>                                                                                   <C>             <C>
Net income as reported..........................................................        $   5,080         $  5,661
Deduct: Stock-based employee compensation expense determined under fair
     value based method for all awards, net of related tax effects..............             (256)            (168)
                                                                                        ---------         --------
Pro forma net income............................................................        $   4,824         $  5,493
                                                                                        =========         ========

Basic net income per share
     As reported................................................................        $     .40         $    .45
     Pro forma..................................................................        $     .38         $    .44

Diluted net income per share
     As reported................................................................        $     .39         $    .44
     Pro forma..................................................................        $     .37         $    .42
</TABLE>
The weighted-average fair value of options granted was $6.91 at May 3, 2003 and
$9.65 at May 4, 2002. The fair value of these options was estimated at grant
date using Black-Scholes option pricing model with the following weighted
average assumptions:
<TABLE>
<CAPTION>
                                                                                      May 3, 2003     May 4, 2002
                                                                                      -----------     -----------
<S>                                                                                   <C>             <C>
Risk free interest rate.........................................................             2.6%             4.8%
Expected dividend yield.........................................................             0.0%             0.0%
Expected volatility.............................................................            62.2%            61.3%
Expected term...................................................................          5 Years          5 Years
</TABLE>
Note 4 - Reclassifications

Certain amounts in the consolidated financial statements have been reclassified
to conform to the current presentation.


                                       8
<PAGE>




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

Critical Accounting Policies

It is necessary for management to include certain judgements in the reported
financial results of the Company. 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
by management 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, management estimates 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
management's estimates. The Company also estimates 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 - The Company reviews 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. Management evaluates
the ongoing value of assets associated with retail stores that have been open
longer than one year. When undiscounted cash flows estimated to be generated by
those assets are less than the carrying value of those assets, impairment losses
are recorded. When events such as these occur, the impaired assets are adjusted
to estimated fair value and an impairment loss is recorded in selling, general
and administrative expenses. Management's 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.

Deferred Income Taxes - The Company calculates income taxes in accordance with
SFAS No. 109, "Accounting for Income Taxes", which requires the use of the asset
and liability method. Under this method, 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 tax rates in
effect in the years when those temporary differences are expected to reverse.
Inherent in the measurement of these deferred balances are certain judgments and
interpretations of existing tax law and other published guidance as applied to
the Company's operations. No valuation allowance has been provided for the
deferred tax assets. The Company anticipates that future taxable income will be
able to recover the full amount of the net deferred tax assets. The Company's
effective tax rate considers management's judgment of expected tax liabilities
in the various taxing jurisdictions within which it is subject to tax. The
Company has also been involved in domestic tax audits. At any given time,
multiple tax years are subject to audit by various taxing authorities.

Results of Operations
<TABLE>
<CAPTION>

                                Number of Stores                   Store Square Footage        Comparable
                    ---------------------------------------       -----------------------      Store Sales
                    Beginning                        End of        Net             End          Increase
Quarter Ended       Of  Period    Opened     Closed  Period       Change        of Period      (Decrease)
-------------       ----------    ------     ------  ------       ------        ---------      -----------
<S>                 <C>           <C>        <C>     <C>          <C>           <C>            <C>
May 3, 2003            207          13         0       220        146,000       2,547,000         (5.5)%

May 4, 2002            182           6         0       188         71,000       2,175,000          1.1%
</TABLE>

                                       9
<PAGE>




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
                                                                              Weeks Ended        Weeks Ended
                                                                               May 3, 2003       May 4, 2002
                                                                              ------------       -----------
<S>                                                                           <C>                <C>
Net sales...............................................................            100.0%            100.0%
Cost of sales (including buying, distribution and
    occupancy costs)....................................................             70.1              69.8
                                                                                ---------          --------

Gross profit............................................................             29.9              30.2
Selling, general and administrative expenses............................             23.8              23.0
                                                                                ---------          --------

Operating income........................................................              6.1               7.2
Interest expense-net....................................................               .1                .2
                                                                                ---------          --------

Income before income taxes..............................................              6.0               7.0
Income taxes............................................................              2.3               2.6
                                                                                ---------          --------

Net income..............................................................              3.7%              4.4%
                                                                                =========          ========
</TABLE>

Net Sales

Net sales increased $7.5 million to $136.9 million in the first quarter of 2003,
a 5.8% increase over net sales of $129.4 million in the first quarter of 2002.
The increase was attributable to the sales generated by the 38 new stores opened
in 2002 and 2003 offset in part by the comparable store sales decrease of 5.5%.

Gross Profit

Gross profit increased $1.8 million to $40.9 million in the first quarter of
2003, a 4.6% increase over gross profit of $39.1 million in the comparable prior
year period. Included in gross profit for the first quarter of 2003 is a gain of
$175,000, or 0.1% of sales, attributable to an insurance settlement for
inventory damaged by a tornado in September 2002. The Company's gross profit
margin decreased to 29.9% from 30.2% in the prior year. This decrease in profit
margin resulted from a 0.6% increase in buying, distribution and occupancy costs
due to the deleveraging effect of negative same store sales partially offset by
a 0.2% increase in the merchandise margin and the 0.1% gain on the insurance
settlement.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $2.8 million to $32.6
million in the first quarter of 2003 from $29.8 million in the comparable prior
year period. As a percentage of sales, these expenses increased to 23.8% from
23.0% in the prior year. Total pre-opening costs in the first quarter of 2003
were $772,000 or 0.6% of sales, as compared to $432,000 or 0.3% of sales in the
first quarter of 2002. The Company opened 13 new stores in the first quarter of
2003 versus opening six stores in the first quarter of 2002. The increase in
pre-opening costs as a percentage of sales coupled with the deleveraging effect
from negative same store sales resulted in the 0.8% increase in selling, general
and administrative expense. These expenses are net of a gain of $89,000 on fixed
assets from the insurance settlement related to the September 2002 tornado
damage.

Interest Expense

The decrease in net interest expense to $166,000 in the first quarter of 2003
from $264,000 in the first quarter of 2002 resulted from lower average
borrowings and a lower effective interest rate.

                                       10
<PAGE>



Income Taxes

The effective income tax rate of 37.5% in the first quarter of 2003 and 2002
differed from the statutory federal rates due primarily to state and local
income taxes, net of the federal tax benefit.

Liquidity and Capital Resources

The Company's primary sources of funds are cash flows from operations and
borrowings under its revolving credit facility. Net cash provided by operating
activities was $883,000 for the first quarter of 2003 as compared with $12.8
million for the first quarter of 2002. Excluding changes in operating assets and
liabilities, cash provided by operating activities was $8.0 million in the first
quarter of 2003 versus $8.5 million in the comparable prior year period.
Merchandise inventories increased $20.3 million to $150.1 million at May 3, 2003
from $129.8 million at May 4, 2002 as a result of the additional 32 stores
opened since the end of the first quarter of 2002. On a per-store basis,
inventory decreased 1.2% at the end of the first quarter of 2003 as compared to
the same period in 2002. During 2003, the Company's merchandise strategy will
continue to focus on maintaining lean overall merchandise levels. Lean
inventories in the seasonal fashion categories, particularly women's non-
athletic product, are expected to reduce exposure to markdowns.

Working capital increased to $102.2 million at May 3, 2003 from $87.3 million at
May 4, 2002. The increase in working capital was primarily due to the increase
in merchandise inventories net of accounts payable. The current ratio for first
quarter of 2003 was consistent with last year at 2.8 to 1. Long-term debt as a
percentage of total capital at May 3, 2003 was 12.0% compared to 11.9% at May 4,
2002.

Capital expenditures net of lease incentives were $5.8 million in the first
quarter of 2003. Of these expenditures, $5.2 million was incurred for new
stores. Thirteen new stores were opened in the first quarter of 2003, 11 stores
are expected to open in the second quarter and approximately 16 stores are
expected to open in the second half of the fiscal year. After closing four
stores in the latter half of the year, the Company expects to end the fiscal
year with approximately 243 stores. Six new stores were opened in the first
quarter of 2002.  For fiscal 2003, the Company anticipates capital expenditures
net of lease incentives will be between $17 and $19 million.

The Company's current store prototype utilizes between 8,000 and 15,000 square
feet depending upon, among other factors, the location of the store and the
population base the store is expected to service. Net capital expenditures for
new stores in 2003 are expected to average approximately $320,000. An updated
store design, which will be utilized in all new stores in 2003 and beyond, will
lower the cost to build a store by approximately 10% from historical levels. 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 and supplies, are expected to average approximately $67,000 per store.

The Company's 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. Borrowings and
letters of credit outstanding under the credit facility at May 3, 2003 were
$18.4 million and $3.9 million, respectively. As of May 3, 2003, $47.7 million
was available to the Company for additional borrowings under the credit
facility.

The Company anticipates existing cash and cash flow from operations,
supplemented by borrowings under the credit facility, will be sufficient to fund
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


                                       11
<PAGE>



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 relations between
China and the United States.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk in that the interest payable under the
Company's credit facility 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
facility would have resulted in interest expense fluctuating by approximately
$50,000 for the first three months of 2003 and $57,000 for the first three
months of 2002.

ITEM 4.  CONTROLS AND PROCEDURES

The Chief Executive Officer and the Chief Financial Officer of the Company have
concluded, based on their evaluation as of a date within 90 days prior to the
date of the filing of this Form 10-Q, that the Company's disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports filed or submitted by it 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 the Company in such reports
is accumulated and communicated to the Company's management, including the Chief
Executive Officer and Chief Financial Officer, as appropriate to allow timely
decisions regarding required disclosure.

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date of
such evaluation.


                                       12
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                               SHOE CARNIVAL, INC.
                           PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

          (a)     Exhibits

                  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

                  On May 15, 2003, the Company furnished Form 8-K reporting
                  under Item 9 the issuance of a press release announcing the
                  Company's operating and financial results for the quarter
                  ended May 3, 2003.



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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:  June 11, 2003                                   SHOE CARNIVAL, INC.
                                                             (Registrant)



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




                                       14
<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 a 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;

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;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a.   designed  such  disclosure  controls and  procedures to ensure
          that material  information  relating to the registrant,  including its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b.   evaluated the  effectiveness  of the  registrant's  disclosure
          controls  and  procedures  as of a date  within  90 days  prior to the
          filing date of this quarterly report (the "Evaluation Date"); and

     c.   presented in this quarterly  report our conclusions  about the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent function):

     a.   all  significant  deficiencies  in the design or  operation of
          internal  controls  which  could  adversely  affect  the  registrant's
          ability to record,  process,  summarize and report  financial data and
          have identified for the registrant's  auditors any material weaknesses
          in internal controls; and

     b.   any fraud,  whether or not material,  that involves management
          or other  employees  who have a significant  role in the  registrant's
          internal controls; and

6.   The registrant's other certifying officer and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  June 11, 2003                             By:   /s/ Mark L. Lemond
                                                        -----------------------
                                                             Mark L. Lemond
                                                             President and
                                                        Chief Executive Officer


                                       15
<PAGE>



                               SHOE CARNIVAL, INC.
                                 CERTIFICATIONS


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 a 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;

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;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a.   designed  such  disclosure  controls and  procedures to ensure
          that material  information  relating to the registrant,  including its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b.   evaluated the  effectiveness  of the  registrant's  disclosure
          controls  and  procedures  as of a date  within  90 days  prior to the
          filing date of this quarterly report (the "Evaluation Date"); and

     c.   presented in this quarterly  report our conclusions  about the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent function):

     a.   all  significant  deficiencies  in the design or  operation of
          internal  controls  which  could  adversely  affect  the  registrant's
          ability to record,  process,  summarize and report  financial data and
          have identified for the registrant's  auditors any material weaknesses
          in internal controls; and

     b.   any fraud,  whether or not material,  that involves management
          or other  employees  who have a significant  role in the  registrant's
          internal controls; and

6.   The registrant's other certifying officer and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  June 11, 2003                              By:  /s/ W. Kerry Jackson
                                                        -----------------------
                                                            W. Kerry Jackson
                                                      Senior Vice President and
                                                        Chief Financial Officer


                                       16
<PAGE>