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 1, 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, 13,259,286 shares outstanding as of June 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...........     8-11

Part II  Other Information

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


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




                                       2
<PAGE>

<TABLE>
<CAPTION>

                               SHOE CARNIVAL, INC.
                            CONDENSED BALANCE SHEETS
                                    Unaudited

                                               May 1,     January 30,    May 2,
                                                1999         1999         1998
                                             ---------   ------------  ---------
                                                       (In thousands)

                                     ASSETS
<S>                                          <C>          <C>          <C>
Current Assets:
   Cash and cash equivalents................ $   2,598    $   1,944    $   2,080
   Accounts receivable......................       688          567          678
   Merchandise inventories..................    79,722       75,390       66,730
   Deferred income tax benefit..............       798          782          850
   Other....................................       845        1,222          929
                                              --------    ---------    ---------
Total Current Assets........................    84,651       79,905       71,267
Property and equipment-net..................    45,367       40,856       32,263
                                             ---------    ---------    ---------
Total Assets................................ $ 130,018    $ 120,761    $ 103,530
                                             =========    =========    =========


                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Accounts payable......................... $  19,119    $  25,698    $  10,481
   Accrued and other liabilities............     9,337        5,757        7,346
   Current portion of long-term debt........       671          782          647
                                             ---------    ---------    ---------
Total Current Liabilities...................    29,127       32,237       18,474
Long-term debt..............................     9,202        1,361        6,892
Deferred lease incentives...................     2,348        2,424        1,239
Deferred income taxes.......................     2,106        2,072        1,817
                                             ---------    ---------    ---------
Total Liabilities...........................    42,783       38,094       28,422
                                             ---------    ---------    ---------

Shareholders' Equity:
   Common stock,  $.01 par value, 50,000
    shares authorized, 13,253, 13,179,
    13,132 shares issued and outstanding
    at May 1, 1999, January 30, 1999 and
    May 2, 1998.............................       133          132            0
   Additional paid-in capital...............    63,066       62,543       62,228
   Retained earnings........................    24,036       19,992       12,880
                                             ---------    ---------    ---------
Total Shareholders' Equity..................    87,235       82,667       75,108
                                             ---------    ---------    ---------
Total Liabilities and Shareholders' Equity.. $ 130,018    $ 120,761    $ 103,530
                                             =========    =========    =========

</TABLE>


                   See Notes to Condensed Financial Statements



                                       3
<PAGE>

<TABLE>
<CAPTION>
                               SHOE CARNIVAL, INC.
                         CONDENSED STATEMENTS OF INCOME
                                    Unaudited

                                              Thirteen             Thirteen
                                             Weeks Ended          Weeks Ended
                                             May 1, 1999          May 2, 1998
                                             -----------          -----------
                                          (In thousands, except per share data)
<S>                                           <C>                  <C>
Net sales..............................       $   78,111           $   65,694
Cost of sales (including buying,
  distribution and occupancy costs)....           53,253               45,020
                                              ----------           ----------

Gross profit...........................           24,858               20,674
Selling, general and
  administrative expenses..............           17,968               15,309
                                              ----------           ----------

Operating income.......................            6,890                5,365
Interest expense, net..................              150                  174
                                              ----------           ----------

Income before income taxes.............            6,740                5,191
Income taxes...........................            2,696                2,076
                                              ----------           ----------

Net income.............................       $    4,044           $    3,115
                                              ==========           ==========

Net income per share:
  Basic................................       $      .31           $      .24
                                              ==========           ==========
  Diluted..............................       $      .30           $      .23
                                              ==========           ==========

Average shares outstanding:
  Basic................................           13,206               13,108
                                              ==========           ==========
  Diluted..............................           13,532               13,404
                                              ==========           ==========

</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...........       4                   40                  40
   Exercise of stock options...      70        1         483                 484
   Net income..................                                  4,044     4,044
                                 ------   ------  ----------  --------  --------
Balance at May 1, 1999.........  13,253   $  133  $   63,066  $ 24,036  $ 87,235
                                 ======   ======  ==========  ========  ========


</TABLE>


                   See Notes to Condensed Financial Statements



                                       5
<PAGE>

<TABLE>
<CAPTION>
                               SHOE CARNIVAL, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                    Unaudited

                                                          Thirteen     Thirteen
                                                        Weeks Ended  Weeks Ended
                                                        May 1, 1999  May 2, 1998
                                                        -----------  -----------
                                                              (In thousands)
<S>                                                     <C>          <C>
Cash flows from operating activities:
   Net income........................................   $    4,044   $    3,115
   Adjustments to reconcile net income to net
     cash provided by operating activities:
     Depreciation and amortization...................        1,877        1,484
     Loss on retirement of assets....................            6           13
     Deferred income taxes...........................           19           92
     Other  .........................................          (76)         (69)
     Changes in operating assets and liabilities:
       Merchandise inventories.......................       (4,333)      (6,639)
       Accounts receivable...........................         (121)         103
       Accounts payable and accrued liabilities......       (2,999)       3,172
       Other.........................................          378          (95)
                                                        ----------   ----------

Net cash (used in) provided by operating activities..       (1,205)       1,176
                                                        ----------   ----------

Cash flows from investing activities:
   Purchases of property and equipment...............       (6,394)      (1,791)
   Other.............................................            0           22
                                                        ----------   ----------

Net cash used in investing activities................       (6,394)      (1,769)
                                                        ----------   ----------

Cash flows from financing activities:
   Borrowings under line of credit...................       39,650       36,175
   Payments on line of credit........................      (31,675)     (35,275)
   Payments on capital lease obligations.............         (246)        (182)
   Proceeds from issuance of stock...................          524          384
                                                        ----------   ----------
Net cash provided by financing activities............        8,253        1,102
                                                        ----------   ----------

Net increase in cash and cash equivalents............          654          509
Cash and cash equivalents at beginning of period.....        1,944        1,571
                                                        ----------   ----------

Cash and cash equivalents at end of period...........   $    2,598   $    2,080
                                                        ==========   ==========

Supplemental disclosures of cash flow information:
   Cash paid during period for interest..............    $     118   $      169
   Cash paid during period for income taxes..........    $      74   $       64


</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,  the Company had an unsecured  $35 million  credit  agreement  (the
"Credit  Agreement")  with  a bank  group.  Borrowings  are  based  on  eligible
inventory and bear 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 is charged on the unused portion of the first
$30  million  of the bank  group's  commitment.  The Credit  Agreement  contains
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%

May 2, 1998        92       3       0       95    46,000   1,067,000      7.0%


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

                                              Thirteen             Thirteen
                                             Weeks Ended          Weeks Ended
                                             May 1, 1999          May 2, 1998
                                             -----------          -----------

Net sales................................       100.0%               100.0%
Cost of sales (including buying,
  distribution and occupancy costs)......        68.2                 68.5
                                             -----------          -----------

Gross profit.............................        31.8                 31.5
Selling, general and administrative
  expenses...............................        23.0                 23.3
                                             -----------          -----------

Operating income.........................         8.8                  8.2
Interest expense.........................          .2                   .3
                                             -----------          -----------

Income before income taxes...............         8.6                  7.9
Income taxes.............................         3.4                  3.2
                                             -----------          -----------

Net income...............................         5.2%                 4.7%
                                             ===========          ===========


Net Sales

Net sales increased $12.4 million to $78.1 million in the first quarter of 1999,
an 18.9% increase over net sales of $65.7 million in the  comparable  prior year
period.  The increase was attributable to a 3.4% comparable store sales increase
and the sales generated by the 23 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 0.2%
and 3.1%,  respectively.  Sales of private  label and  non-name  brand  footwear
constituted  12.6%  of total  footwear  sales in the  first  quarter  of 1999 as
compared with 14.7% in the prior year quarter.

Gross Profit

Gross profit  increased  $4.2 million to $24.9  million in the first  quarter of
1999,  a 20.2%  increase  over gross profit of $20.7  million in the  comparable
prior year period.  The Company's  gross profit  margin  increased to 31.8% from
31.5%. As a percentage of sales,  the merchandise  gross profit margin increased
0.4% which was partially  offset by a 0.1% increase in buying,  distribution and
occupancy costs.


                                       8
<PAGE>

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


Selling, General and Administrative Expenses

Selling,  general and  administrative  expenses  increased $2.7 million to $18.0
million in the first quarter of 1999 from $15.3 million in the comparable  prior
year period. As a percentage of sales,  these expenses  decreased 0.3% primarily
as a result of the comparable store sales increase.  Total pre-opening costs for
the three stores  opened in the first  quarter of 1999 were  $267,000 or 0.3% of
sales, as compared to $245,000 or 0.4% of sales,  for the three stores opened in
the first quarter of 1998.

Interest Expense

The  reduction in net interest  expense to $150,000 in the first quarter of 1999
from $174,000 in the first quarter of 1998 resulted from reduced borrowings.

Income Taxes

The  effective  income  tax rate of 40% in the first  quarters  of 1999 and 1998
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 used in  operating
activities  was $1.2  million  during the first  quarter of 1999.  The  decrease
resulted  primarily from an increase in  inventories  and a decrease in accounts
payable and  accrued  liabilities.  Excluding  changes in  operating  assets and
liabilities, cash provided by operating activities was $5.9 million in the first
quarter of 1999.  The increase in merchandise  inventories  was primarily due to
seasonal  fluctuations  and the addition of three stores in the first quarter of
1999.

Working capital  increased to $55.5 million at May 1, 1999 from $47.7 million at
January 30, 1999 and the current ratio was 2.9 to 1 as compared with 2.5 to 1 at
January 30, 1999.  Long-term  debt as a percentage  of total capital was 9.5% at
May 1, 1999 and 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.

Capital  expenditures  were $6.4 million in the first  quarter of 1999. Of these
expenditures,  $2.3  million was  incurred  for new stores and $2.6  million was
incurred for the expansion of the existing  distribution  center.  The remaining
capital  expenditures  in the  first  quarter  of 1999  were  primarily  for the
remodeling of certain stores,  merchandise display and signage  enhancements and
improvements to computer systems.

The Company intends to open 28 stores in 1999, including the three stores opened
in the first  quarter.  Eleven  stores are  expected  to be opened in the second
quarter  and 14 stores in the third  quarter.  Three  stores  were opened in the
first quarter 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.


                                       9
<PAGE>


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


The Company's current store 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 is 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 $80,000 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 May 1, 1999 were $8.0
million and $3.5 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.

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  and  assessment  phases and is 85% complete on the
renovation 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  $280,000,  of  which  approximately  $142,000  was  incurred  and
expensed in 1998 and $15,000 was incurred  and expensed in the first  quarter 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.


                                       10
<PAGE>

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


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>


                               SHOE CARNIVAL, INC.
                           PART II - OTHER INFORMATION


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 May 1, 1999








                                       12
<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 14, 1999                                 SHOE CARNIVAL, INC.
                                                        (Registrant)



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






                                       13
<PAGE>