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             July 31, 1999

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXCHANGE
    ACT OF  1934

For the transition period from            to

Commission File Number:               0-21360

                                Shoe Carnival, Inc.
               (Exact name of registrant as specified in its charter)

       Indiana                                        35-1736614
(State or other jurisdiction of        (IRS Employer Identification Number)
  incorporation or organization)

8233 Baumgart Road, Evansville, Indiana                  47711
(Address of principal executive offices)               (Zip Code)

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

                                 NOT APPLICABLE
              (Former name, former address and former fiscal year,
                            if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X ] No [ ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Common Stock, $.01 par value, 13,329,957 shares outstanding as of
September 1, 1999.




<PAGE>



                               SHOE CARNIVAL, INC.
                          INDEX TO FINANCIAL STATEMENTS


                                                                           Page

Part I   Financial Information
          Item 1 - Financial Statements (Unaudited)
             Condensed Balance Sheets ...............................        3
             Condensed Statements of Income..........................        4
             Condensed Statement of Shareholders' Equity.............        5
             Condensed Statements of Cash Flows......................        6
             Notes to Condensed Financial Statements.................        7

          Item 2 - Management's Discussion and Analysis..............     8-12

Part II  Other Information

          Item 4. Submission of Matters to Vote of Security Holders..       13
          Item 6. Exhibits and Reports on Form 8-K...................       13


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




                                       2
<PAGE>


<TABLE>
<CAPTION>



                               SHOE CARNIVAL, INC.
                            CONDENSED BALANCE SHEETS
                                    Unaudited

                                              July 31,  January 30,   August 1,
                                                1999       1999         1998
                                            ----------  -----------  ----------
                                                       (In thousands)

                                     ASSETS
<S>                                         <C>         <C>          <C>
Current Assets:
   Cash and cash equivalents............... $    2,724  $     1,944  $    2,550
   Accounts receivable.....................        706          567         721
   Merchandise inventories.................     92,637       75,390      83,274
   Deferred income tax benefit.............        821          782         802
   Other...................................      1,965        1,222       1,232
                                            ----------  -----------  ----------
Total Current Assets.......................     98,853       79,905      88,579
Property and equipment-net.................     49,759       40,856      34,639
                                            ----------  -----------  ----------
Total Assets............................... $  148,612  $   120,761  $  123,218
                                            ==========  ===========  ==========


                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Accounts payable........................ $   28,770  $    25,698  $   27,614
   Accrued and other liabilities...........      5,901        5,757       5,806
   Current portion of long-term debt.......        733          782         681
                                            ----------  -----------  ----------
Total Current Liabilities..................     35,404       32,237      34,101
Long-term debt.............................     17,074        1,361       7,549
Deferred lease incentives..................      2,980        2,424       1,478
Deferred income taxes......................      2,163        2,072       1,924
                                            ----------  -----------  ----------
Total Liabilities..........................     57,621       38,094      45,052
                                            ----------  -----------  ----------

Shareholders' Equity:
   Common stock, $.01 par value,
    50,000  shares  authorized,  13,326,
    13,179, 13,169 shares issued and
    outstanding at July 31, 1999,
    January 30, 1999 and August 1, 1998....        133          132         132
   Additional paid-in capital..............     63,558       62,543      62,332
   Retained earnings.......................     27,300       19,992      15,702
                                             ---------  -----------  ----------
Total Shareholders' Equity.................     90,991       82,667      78,166
                                            ----------  -----------  ----------
Total Liabilities and Shareholders' Equity. $  148,612  $   120,761  $  123,218
                                            ==========  ===========  ==========

</TABLE>

                   See Notes to Condensed Financial Statements




                                       3
<PAGE>


<TABLE>
<CAPTION>

                               SHOE CARNIVAL, INC.
                         CONDENSED STATEMENTS OF INCOME
                                    Unaudited

                              Thirteen      Thirteen    Twenty-six   Twenty-six
                            Weeks Ended   Weeks Ended  Weeks Ended  Weeks Ended
                              July 31,      August 1,    July 31,     August 1,
                               1999           1998        1999           1998
                            -----------   -----------  -----------  -----------
                                     (In thousands, except per share data)

<S>                         <C>           <C>          <C>          <C>
Net sales.................. $    83,206   $    68,104  $   161,317  $   133,798
Cost of sales (including
  buying, distribution and
  occupancy costs).........      58,112        47,554      111,365       92,574
                            -----------   -----------  -----------  -----------

Gross profit...............      25,094        20,550       49,952       41,224
Selling, general and
  administrative expenses..      19,464        15,740       37,432       31,049
                            -----------   -----------  -----------  -----------

Operating income...........       5,630         4,810       12,520       10,175
Interest expense, net......         190           106          340          280
                            -----------   -----------  -----------  -----------

Income before income taxes.       5,440         4,704       12,180        9,895
Income taxes...............       2,176         1,882        4,872        3,958
                            -----------   -----------  -----------  -----------

Net income................. $     3,264   $     2,822  $     7,308  $     5,937
                            ===========   ===========  ===========  ===========

Net income per share:
    Basic.................. $       .25   $       .21  $       .55  $       .45
                            ===========   ===========  ===========  ===========
    Diluted................ $       .24   $       .21  $       .54  $       .44
                            ===========   ===========  ===========  ===========

Average shares outstanding:
    Basic..................      13,293        13,149       13,249       13,128
                            ===========   ===========  ===========  ===========
    Diluted................      13,734        13,539       13,639       13,472
                            ===========   ===========  ===========  ===========

</TABLE>



                   See Notes to Condensed Financial Statements



                                       4
<PAGE>


<TABLE>
<CAPTION>

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



                                Common Stock    Additional
                                ------------      Paid-In   Retained
                                Shares  Amount    Capital   Earnings    Total
                                ------  ------  ----------  --------  ---------
                                                 (In thousands)
<S>                             <C>     <C>     <C>         <C>       <C>
Balance at January 30, 1999...  13,179  $  132  $   62,543  $ 19,992  $  82,667
   Employee stock purchase
        plan purchases........       6                  80                   80
   Exercise of stock options..     141       1         935                  936
Net income....................                                 7,308      7,308
                                ------  ------  ----------  --------  ---------
Balance at July 31, 1999......  13,326  $  133  $   63,558  $ 27,300  $  90,991
                                ======  ======  ==========  ========  =========

</TABLE>



                   See Notes to Condensed Financial Statements



                                       5
<PAGE>
<TABLE>
<CAPTION>

                               SHOE CARNIVAL, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                    Unaudited

                                                        Twenty-six  Twenty-six
                                                       Weeks Ended  Weeks Ended
                                                          July 31,   August 1,
                                                           1999        1998
                                                       -----------  -----------
                                                              (In thousands)
<S>                                                    <C>          <C>
Cash flows from operating activities:
  Net income.........................................  $     7,308  $     5,937
  Adjustments to reconcile net income to net
    cash (used in) provided by operating activities:
    Depreciation and amortization....................        3,866        2,993
    Loss on retirement of assets.....................            6          235
    Deferred income taxes............................           53          246
    Other............................................         (164)        (150)
    Changes in operating assets and liabilities:
      Merchandise inventories........................      (17,247)     (23,182)
      Accounts receivable............................         (140)          60
      Accounts payable and accrued liabilities.......        3,216       18,766
      Other..........................................         (743)        (399)
                                                       -----------  -----------

Net cash (used in) provided by operating activities..       (3,845)       4,506
                                                       -----------  -----------

Cash flows from investing activities:
  Purchases of property and equipment................      (12,129)      (5,422)
  Lease incentives...................................          720          319
  Other..............................................            0           22
                                                       -----------  -----------

Net cash used in investing activities................      (11,409)      (5,081)
                                                       -----------  -----------

Cash flows from financing activities:
  Borrowings under line of credit....................       82,150       63,425
  Payments on line of credit.........................      (66,650)     (62,125)
  Payments on capital lease obligations..............         (481)        (366)
  Proceeds from issuance of stock....................        1,015          620
                                                       -----------  -----------

Net cash provided by financing activities............       16,034        1,554
                                                       -----------  -----------

Net increase in cash and cash equivalents............          780          979
Cash and cash equivalents at beginning of period.....        1,944        1,571
                                                       -----------  -----------

Cash and cash equivalents at end of period...........  $     2,724  $     2,550
                                                       ===========  ===========

Supplemental disclosures of cash flow information:
  Cash paid during period for interest...............  $       336  $       312
  Cash paid during period for income taxes...........  $     5,133  $     4,020
Supplemental disclosure of noncash investing activities:
  Capital lease obligations incurred.................  $       644  $       474


</TABLE>



                   See Notes to Condensed Financial Statements



                                       6
<PAGE>

                               SHOE CARNIVAL, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                    Unaudited

Note 1 - Basis of Presentation

In the opinion of management,  the accompanying  unaudited  condensed  financial
statements  contain all  adjustments  necessary to present  fairly the financial
position of the Company and the results of its operations and its cash flows for
the periods presented.  Certain information and disclosures normally included in
notes to financial  statements  have been condensed or omitted  according to the
rules and  regulations of the Securities and Exchange  Commission,  although the
Company  believes  that the  disclosures  are  adequate to make the  information
presented not misleading.

The results of operations for the interim periods are not necessarily indicative
of the results to be expected for the full year.

It is suggested that these financial  statements be read in conjunction with the
financial  statements and financial notes thereto included in the Company's 1998
Annual Report.

Note 2 - Long-Term Debt

During 1998 and until April 16, 1999,  the Company had an unsecured  $35 million
credit  agreement (the "Credit  Agreement")  with a bank group.  Borrowings were
based on eligible  inventory and bore interest,  at the Company's option, at the
agent bank's prime rate or the applicable London Inter-Bank Offered Rate (LIBOR)
plus  from  0.75% to 2%,  depending  on the  Company's  achievement  of  certain
performance  criteria.  A  commitment  fee of 0.25% per annum was charged on the
unused  portion of the first $30  million of the bank  group's  commitment.  The
Credit  Agreement  contained  various   restrictive  and  financial   covenants,
including the maintenance of specific  financial  ratios and a limitation on the
payment of dividends.

On April 16, 1999, the Credit Agreement was amended to increase the total credit
facility to $45 million and to extend the maturity  date to March 31, 2001.  The
amendment  also  adjusted  certain  economic  terms  and  financial   covenants.
Borrowings will now bear interest,  at the Company's option, at the agent bank's
prime  rate  minus  0.5% or LIBOR  plus  from  0.75% to 1.5%,  depending  on the
Company's  achievement of certain performance criteria. A commitment fee will be
charged, at the Company's option, at 0.3% per annum on the unused portion of the
bank  group's  commitment  or 0.15% per annum of the total  commitment.  Certain
adjustments  were made to the financial  covenants  including the elimination of
the limitation on the payment of dividends.










                                       7
<PAGE>





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


Results of Operations



                      Number of Stores         Store Square Footage  Comparable
               ------------------------------  --------------------     Store
               Beginning               End of     Net        End        Sales
Quarter Ended  of Period Opened Closed Period   Change    of Period   Increase
-------------  --------- ------ ------ ------  --------   ---------  ----------

May 1, 1999       111       3      0     114     40,000   1,314,000     3.4%
July 31, 1999     114      12      0     126    142,000   1,456,000      .6%
Year-to-date      111      15      0     126    182,000   1,456,000     2.0%

May 2, 1998        92       3      0      95     46,000   1,067,000     7.0%
August 1, 1998     95       7      0     102     85,000   1,152,000     2.9%
Year-to-date       92      10      0     102    131,000   1,152,000     4.9%




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




                              Thirteen     Thirteen    Twenty-six    Twenty-six
                             Weeks Ended  Weeks Ended  Weeks Ended  Weeks Ended
                               July 31,     August 1,    July 31,    August 1,
                                1999          1998        1999         1998
                             -----------  -----------  -----------  -----------

Net sales..................        100.0%       100.0%       100.0%       100.0%
Cost of sales (including
 buying, distribution and
 occupancy costs)..........         69.8         69.8         69.0         69.2
                             -----------  -----------  -----------  -----------

Gross profit...............         30.2         30.2         31.0         30.8
Selling, general and
   administrative expenses.         23.4         23.1         23.2         23.2
                             -----------  -----------  -----------  -----------

Operating income...........          6.8          7.1          7.8          7.6
Interest expense...........           .3           .2           .2           .2
                             -----------  -----------  -----------  -----------

Income before income taxes.          6.5          6.9          7.6          7.4
Income taxes...............          2.6          2.8          3.1          3.0
                             -----------  -----------  -----------  -----------

Net income.................          3.9%         4.1%         4.5%         4.4%
                             ===========  ===========  ===========  ===========




Net Sales

Net sales  increased  $15.1  million to $83.2  million in the second  quarter of
1999, a 22.2% increase over net sales of $68.1 million in the  comparable  prior
year period.  The increase was  attributable  to a 0.6%  comparable  store sales
increase and the sales generated by the thirty-two new stores opened since April
1998,  partially  offset by the  reduction  in sales for the one store closed in
1998.  Average  footwear unit prices in comparable  stores  increased 3.0% while
footwear unit sales  decreased  2.1%.  Sales of private label and non-name brand
footwear constituted 12.9% of total footwear sales in the second quarter of 1999
as compared with 14.9% in the prior year quarter.



                                       8
<PAGE>

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



Net sales increased $27.5 million to $161.3 million in the first half of 1999, a
20.6%  increase over net sales of $133.8  million in the  comparable  prior year
period.  The increase was attributable to a 2.0% comparable store sales increase
and the sales  generated by the  thirty-five new stores opened in 1998 and 1999,
partially  offset by the  reduction  in sales for the one store  closed in 1998.
Average  footwear  unit  prices and  footwear  unit sales in  comparable  stores
increased 1.9% and 0.4%, respectively. Sales of private label and non-name brand
footwear  constituted 12.8% of total footwear sales in the first half of 1999 as
compared with 14.8% in the prior year.

Gross Profit

Gross profit  increased  $4.5 million to $25.1 million in the second  quarter of
1999,  a 22.1%  increase  over gross profit of $20.6  million in the  comparable
prior year period.  The Company's  gross profit margin was  consistent  with the
prior  year  at  30.2%.  As a  percentage  of  sales,  a  0.2%  increase  in the
merchandise  gross  profit  margin  was  offset by a 0.2%  increase  in  buying,
distribution and occupancy costs.

Gross profit  increased $8.7 million to $50.0 million in the first half of 1999,
a 21.2% increase over gross profit of $41.2 million in the comparable prior year
period.  The Company's  gross profit margin  increased to 31.0% from 30.8%. As a
percentage of sales, a 0.3% increase in the merchandise  gross profit margin was
partially offset by 0.1% increase in buying, distribution and occupancy costs.

Selling, General and Administrative Expenses

Selling,  general and  administrative  expenses  increased $3.7 million to $19.5
million in the second quarter of 1999 from $15.7 million in the comparable prior
year period. As a percentage of sales,  these expenses  increased 0.3% primarily
due to higher  advertising  costs. Total pre-opening costs in the second quarter
of 1999 were  $727,000  or 0.9% of sales,  as  compared  to  $576,000 or 0.8% of
sales,  for the  second  quarter of 1998.  Pre-opening  expenses  incurred  were
primarily for the stores  opened in that  quarter.  Twelve stores were opened in
the second quarter of 1999 and seven stores were opened in the second quarter of
1998.

Selling,  general and  administrative  expenses  increased $6.4 million to $37.4
million in the first half of 1999 from $31 million in the comparable  prior year
period.  As a percentage of sales,  these expenses were unchanged from the prior
year at 23.2%.  Total  pre-opening costs in the first half of 1999 were $994,000
or 0.6% of sales,  as compared to $821,000 or .6% of sales, in the first half of
1998.  Fifteen  stores were opened in the first half of 1999 and ten stores were
opened in the first half of 1998.

Interest Expense

The  increase in net  interest  expense in the second  quarter and the first six
months of 1999 as compared  with the second  quarter and the first six months of
1998 resulted from increased borrowings.

Income Taxes

The  effective  income tax rate of 40% in the second  quarter  and the first six
months of 1999 and 1998 differed from the statutory  federal rates due primarily
to state and local income taxes, net of the federal tax benefit.



                                       9
<PAGE>




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



Liquidity and Capital Resources

The  Company's  primary  sources  of funds are cash flows  from  operations  and
borrowings  under its  revolving  credit  facility.  Net cash used in  operating
activities was $3.8 million during the first half of 1999. The decrease resulted
primarily from seasonal increases in inventories and the additional  inventories
for the 15  stores  opened  in the  first  half of 1999.  Excluding  changes  in
operating  assets and  liabilities,  cash provided by operating  activities  was
$11.1 million in the first half of 1999.

Working  capital  increased to $63.4 million at July 31, 1999 from $47.7 million
at  January  30,  1999 and the  current  ratio was 2.8 to 1 at July 31,  1999 as
compared  with 2.5 to 1 at January 30, 1999.  Long-term  debt as a percentage of
total capital was 15.8% at July 31, 1999,  compared to 1.6% at January 30, 1999.
The increase in working capital and long term debt as a percent of total capital
was primarily due to seasonal fluctuations and the store expansion program.

Capital  expenditures  net of lease  incentives  were $12.1 million in the first
half  of  1999   (including   $644,000  of  capital  lease  assets).   Of  these
expenditures,  approximately  $5.3  million was incurred for new stores and $4.6
was  incurred  for  the  expansion  of the  existing  distribution  center.  The
remaining  capital  expenditures  in the first half of 1999 were  primarily  for
remodeling of certain stores, enhancements to computer systems and various store
improvements.

The Company intends to open  approximately  28 stores in 1999,  including the 15
stores  opened in the first half.  Three stores were opened in the first quarter
and 12 in the second  quarter of 1999.  The remaining 13 stores for 1999 will be
opened primarily in the third quarter.  Ten stores were opened in the first half
of 1998.

The actual amount of the Company's cash  requirements  for capital  expenditures
depends  in part on the  number  of new  stores  opened,  the  amount  of  lease
incentives,  if any, received from landlords and the number of stores remodeled.
The opening of new stores  will be  dependent  upon,  among  other  things,  the
availability of desirable  locations,  the negotiation of acceptable lease terms
and general  economic and business  conditions  affecting  consumer  spending in
areas the  Company  targets  for  expansion.  The  Company's  current  prototype
utilizes  between  12,000 and 15,000  square feet  depending  upon,  among other
factors, the location of the store and the population base the store is expected
to  service.  Capital  expenditures  for a new store  are  expected  to  average
approximately  $350,000,  including  point-of-sale  equipment which is generally
acquired  through   equipment  leasing   transactions.   The  average  inventory
investment  in a new store is  expected  to range  from  $550,000  to  $850,000,
depending on the size and sales  expectation  of the store and the timing of the
new store opening. Pre-opening expenses, such as advertising, salaries, supplies
and utilities, are expected to average approximately $70,000 per store.

The Company's  credit facility  provides for a combination of cash advances on a
revolving  basis and the issuance of  commercial  letters of credit.  Borrowings
under the revolving credit line are based on eligible inventory.  Borrowings and
letters of credit  outstanding  under this  facility at July 31, 1999 were $15.5
million and $5.8 million,  respectively. On April 16, 1999, the credit agreement
was  amended to  increase  the  facility  by $10  million to allow for up to $45
million in cash advances and commercial letters of credit.
The maturity date was also extended to March 31, 2001.

The Company  anticipates  that its existing cash and cash flow from  operations,
supplemented by borrowings  under the credit facility will be sufficient to fund
its planned  expansion and other  operating cash  requirements  for at least the
next 12 months.



                                       10
<PAGE>


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



Impact of Year 2000

The "Year 2000 Issue"  generally  refers to computer  systems that were designed
and  developed  using two digits,  rather than four,  to specify the year.  As a
result,  such  systems  that  utilize  a two  digit  date  may  not be  able  to
distinguish  the year 2000 from the year 1900.  This could  result in  erroneous
data or complete failure of some systems unless corrective actions are taken.

Management  initiated  a company  wide  program in 1998 to address the Year 2000
issue.  The phases of the program  include (1) creating  awareness of the issues
through  education  and  training;  (2)  assessing the extent of the problem and
determining resource  requirements;  (3) renovation of the systems by modifying,
upgrading or replacing  affected  systems;  (4)  validation  of the  renovations
through testing and implementation;  and (5) contingency  planning.  The Company
has  completed  the  awareness,  assessment  and  renovation  phases  and is 72%
complete  on the  testing  phase.  The  testing  phase is ongoing as hardware or
system  software  is  modified,  upgraded  or  replaced  but is  expected  to be
completed  by  the  third  quarter  of  1999.  Revisions  to  existing  business
interruption  contingency  plans to address  specific issues related to the Year
2000 problem will also be completed in the third quarter of 1999.

The  Company  estimates  the total cost of the two year Year 2000  project to be
approximately  $230,000,  of  which  approximately  $142,000  was  incurred  and
expensed  in 1998 and  $43,000 was  incurred  and  expensed in the first half of
1999.  Allocating  existing  resources rather than incurring  incremental  costs
should fund the majority of the estimated Year 2000 compliance costs.

The Company does not  anticipate  the costs of the Year 2000 project will have a
material  adverse  effect  on  the  Company's  financial  position,  results  of
operations or cash flows in future periods.  The anticipated impact and costs of
the Year 2000  project,  as well as the date on which  the  Company  expects  to
complete the project, are based on management's best estimates using information
currently available and numerous assumptions about future events. However, there
can be no guarantee that the estimates will be achieved and actual results could
differ materially from those planned.

Formal  inquiries are being made by the Company of its major suppliers and other
third-party  entities with which it has business  relations to obtain assurances
of their Year 2000 compliance.  Appropriate  contingency plans will be developed
in  the  event  that  a  significant  exposure  is  identified  relative  to the
dependencies on third-party systems.

However,  there can be no assurance that the systems of other companies on which
the Company relies upon will be corrected in a timely  manner,  or that any such
failure would not have a material adverse effect on the Company.

Seasonality

The Company's quarterly results of operations have fluctuated,  and are expected
to  continue  to  fluctuate  in the  future  primarily  as a result of  seasonal
variances and the timing of sales and costs  associated with opening new stores.
Non-capital  expenditures,  such as advertising  and payroll,  incurred prior to
opening  of a new store are  charged  to expense  as  incurred.  Therefore,  the
Company's  results of  operations  may be  adversely  affected in any quarter in
which the  Company  incurs  pre-opening  expenses  related to the opening of new
stores.

The Company has three  distinct  selling  periods:  Easter,  back-to-school  and
Christmas.





                                       11
<PAGE>


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


Factors That May Effect Future Results

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




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                               SHOE CARNIVAL, INC.
                           PART II - OTHER INFORMATION



Item 4   Submission of Matters to Vote of Security Holders

         The annual meeting of the common shareholders of the Company was held
         June 15, 1999.

         Election of Directors

         J. Wayne  Weaver and Gerald W. Schoor  were each  elected at the annual
         meeting to serve as a Director  of the  Company  for a three year term.
         Messrs.  Weaver and Schoor  received  9,934,128  and  9,934,153  votes,
         respectively,  in favor of their  election.  No votes were cast against
         the election of either nominee.

         Other Matters Voted Upon at the Meeting

         Deloitte & Touche LLP was  appointed  as auditor  for the  Company  for
         1999. 9,942,028 votes were cast in favor, 2,433 votes were cast against
         and 8,362 abstentions were recorded with respect to such appointment.


Item 6.  Exhibits and Reports on Form 8-K

    (a)  Exhibits

         (27)    Financial Data Schedule

    (b)  Reports on Form 8-K

         No  reports on Form 8-K were filed during the quarter ended July 31,
         1999.




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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: September 13,  1999                                  SHOE CARNIVAL, INC.
                                                              (Registrant)



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





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