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   October 30, 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                   47725
(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,  13,339,725  shares  outstanding as of December 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

         Item 3 - Quantitative and Qualitative Disclosure about Market Risk. 12

Part II  Other Information

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


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






                                       2
<PAGE>

<TABLE>
<CAPTION>



                               SHOE CARNIVAL, INC.
                            CONDENSED BALANCE SHEETS
                                    Unaudited

                                            October 30, January 30, October 31,
                                                1999       1999        1998
                                            ----------- ----------- -----------
                                                      (In thousands)

                                     ASSETS
<S>                                         <C>         <C>         <C>
Current Assets:
   Cash and cash equivalents............... $     2,582 $     1,944 $     2,036
   Accounts receivable.....................       1,159         567         710
   Merchandise inventories.................     101,983      75,390      79,522
   Deferred income tax benefit.............         546         782         797
   Other...................................       1,287       1,222         995
                                            ----------- ----------- -----------
Total Current Assets.......................     107,557      79,905      84,060
Property and equipment-net.................      52,628      40,856      37,806
                                            ----------- ----------- -----------
Total Assets............................... $   160,185 $   120,761 $   121,866
                                            =========== =========== ===========


                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Accounts payable........................ $    31,121 $    25,698 $    19,881
   Accrued and other liabilities...........       7,650       5,757       6,544
   Current portion of long-term debt.......         715         782         863
                                            ----------- ----------- -----------
Total Current Liabilities..................      39,486      32,237      27,288
Long-term debt.............................      20,003       1,361       8,843
Deferred lease incentives..................       3,148       2,424       1,926
Deferred income taxes......................       2,245       2,072       1,991
                                            ----------- ----------- -----------
Total Liabilities..........................      64,882      38,094      40,048
                                            ----------- ----------- -----------

Shareholders' Equity:
   Common stock, $.01 par value,
    50,000  shares  authorized,   13,338,
    13,179,  13,173  shares  issued  and
    outstanding at October 30, 1999,
    January 30, 1999 and October 31, 1998..         133         132         132
   Additional paid-in capital..............      63,637      62,543      62,364
   Retained earnings.......................      31,533      19,992      19,322
                                            ----------- ----------- -----------
Total Shareholders' Equity.................      95,303      82,667      81,818
                                            ----------- ----------- -----------
Total Liabilities and Shareholders' Equity. $   160,185 $   120,761 $   121,866
                                            =========== =========== ===========

</TABLE>


                   See Notes to Condensed Financial Statements

                                       3
<PAGE>


<TABLE>
<CAPTION>


                               SHOE CARNIVAL, INC.
                         CONDENSED STATEMENTS OF INCOME
                                    Unaudited

                              Thirteen     Thirteen    Thirty-nine  Thirty-nine
                             Weeks Ended  Weeks Ended  Weeks Ended  Weeks Ended
                             October 30,  October 31,  October 30,  October 31,
                                1999         1998         1999         1998
                             -----------  -----------  -----------  -----------
                                     (In thousands, except per share data)

<S>                          <C>          <C>          <C>          <C>
Net sales................... $    94,223  $    76,442  $   255,540  $   210,240
Cost of sales (including
  buying, distribution and
  occupancy costs).........       64,768       52,225      176,133      144,799
                             -----------  -----------  -----------  -----------

Gross profit...............       29,455       24,217       79,407       65,441
Selling, general and
  administrative expenses..       22,164       18,078       59,596       49,127
                             -----------  -----------  -----------  -----------

Operating income...........        7,291        6,139       19,811       16,314
Interest expense, net......          237          106          577          386
                             -----------  -----------  -----------  -----------

Income before income taxes.        7,054        6,033       19,234       15,928
Income taxes...............        2,821        2,413        7,693        6,371
                             -----------  -----------  -----------  -----------

Net income.................  $     4,233  $     3,620  $    11,541  $     9,557
                             ===========  ===========  ===========  ===========

Net income per share:
    Basic..................  $       .32  $       .27  $       .87  $       .73
                             ===========  ===========  ===========  ===========
    Diluted................  $       .31  $       .27  $       .85  $       .71
                             ===========  ===========  ===========  ===========

Average shares outstanding:
    Basic..................       13,333       13,170       13,277       13,142
                             ===========  ===========  ===========  ===========
    Diluted................       13,564       13,380       13,619       13,432
                             ===========  ===========  ===========  ===========

</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........      10                  109                 109
   Exercise of stock options..     149         1        985                 986
Net income....................                                 11,541    11,541
                               -------  --------  ---------  -------- ---------
Balance at October 30, 1999...  13,338  $    133  $  63,637  $ 31,533 $  95,303
                               =======  ========  =========  ======== =========

</TABLE>



                   See Notes to Condensed Financial Statements


                                       5
<PAGE>


<TABLE>
<CAPTION>


                               SHOE CARNIVAL, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                    Unaudited

                                                       Thirty-nine  Thirty-nine
                                                       Weeks Ended  Weeks Ended
                                                       October 30,  October 31,
                                                          1999         1998
                                                       -----------  -----------
                                                             (In thousands)
<S>                                                    <C>          <C>
Cash flows from operating activities:
   Net income........................................  $    11,541  $     9,557
   Adjustments to reconcile net income to net
      cash (used in) provided by operating activities:
     Depreciation and amortization...................        6,083        4,647
     Loss on retirement of assets....................            6          342
     Deferred income taxes...........................          410          318
     Other  .........................................         (259)        (218)
     Changes in operating assets and liabilities:
       Merchandise inventories.......................      (26,594)     (19,431)
       Accounts receivable...........................         (593)          71
       Accounts payable and accrued liabilities......        7,316       11,771
       Other.........................................          (64)        (162)
                                                       -----------  -----------

Net cash (used in) provided by operating activities..       (2,154)       6,895
                                                       -----------  -----------

Cash flows from investing activities:
   Purchases of property and equipment...............      (17,068)      (9,202)
   Lease incentives..................................          983          835
   Other.............................................            0           25
                                                       -----------  -----------

Net cash used in investing activities................      (16,085)      (8,342)
                                                       -----------  -----------

Cash flows from financing activities:
   Borrowings under line of credit...................      120,175       88,050
   Payments on line of credit........................     (101,675)     (86,250)
   Payments on capital lease obligations.............         (717)        (540)
   Proceeds from issuance of stock...................        1,094          652
                                                       -----------  -----------

Net cash provided by financing activities............       18,877        1,912
                                                       -----------  -----------

Net increase in cash and cash equivalents............          638          465
Cash and cash equivalents at beginning of period.....        1,944        1,571
                                                       -----------  -----------

Cash and cash equivalents at end of period...........  $     2,582  $     2,036
                                                       ===========  ===========

Supplemental disclosures of cash flow information:
   Cash paid during period for interest..............  $       537  $       420
   Cash paid during period for income taxes..........  $     6,203  $     5,434
Supplemental disclosure of noncash investing activities:
   Capital lease obligations incurred................  $       791  $     2,099

</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%
October 30, 1999    126      10     0      136    108,000  1,564,000       2.0%
Year-to-date        111      25     0      136    290,000  1,564,000       2.1%

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%
October 31, 1998    102       8     0      110    101,000  1,253,000       2.2%
Year-to-date         92      18     0      110    232,000  1,253,000       3.9%


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

                             Thirteen      Thirteen    Thirty-nine  Thirty-nine
                            Weeks Ended   Weeks Ended  Weeks Ended  Weeks Ended
                            October 30,   October 31,  October 30,  October 31,
                               1999          1998         1999         1998
                            -----------   -----------  -----------  -----------
Net sales..................       100.0%        100.0%       100.0%       100.0%
Cost of sales (including
 buying, distribution and
 occupancy costs)..........        68.7          68.3         68.9         68.9
                            -----------   -----------  -----------  -----------

Gross profit...............        31.3          31.7         31.1         31.1
Selling, general and
   administrative expenses.        23.5          23.7         23.3         23.4
                            -----------   -----------  -----------  -----------

Operating income...........         7.8           8.0          7.8          7.7
Interest expense...........          .3            .1           .3           .2
                            -----------   -----------  -----------  -----------

Income before income taxes.         7.5           7.9          7.5          7.5
Income taxes...............         3.0           3.2          3.0          3.0
                            -----------   -----------  -----------  -----------

Net income.................         4.5%          4.7%         4.5%         4.5%
                            ===========   ===========  ===========  ===========

Net Sales

Net sales increased $17.8 million to $94.2 million in the third quarter of 1999,
a 23.3%  increase over net sales of $76.4 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 40 new stores opened since July 1998,  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 0.6%
and 1.6%,  respectively.  Sales of private  label and  non-name  brand  footwear
constituted  10.3%  of total  footwear  sales in the  third  quarter  of 1999 as
compared with 11.5% in the prior year quarter.


                                       8
<PAGE>

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



Net sales  increased $45.3 million to $255.5 million in the first nine months of
1999, a 21.5% increase over net sales of $210.2 million in the comparable  prior
year period.  The increase was  attributable  to a 2.1%  comparable  store sales
increase and the sales  generated by the 45 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 0.4% and 1.8%, respectively. Sales of private label and non-name brand
footwear  constituted  11.8% of total footwear sales in the first nine months of
1999 as compared with 13.6% in the prior year.

Gross Profit

Gross profit  increased  $5.2 million to $29.5  million in the third  quarter of
1999,  a 21.6%  increase  over gross profit of $24.2  million in the  comparable
prior year period.  The Company's  gross profit  margin  decreased to 31.3% from
31.7%. As a percentage of sales,  the merchandise  gross profit margin increased
0.2% and buying,  distribution and occupancy costs increased 0.6%.  Distribution
costs as a  percent  of  sales  were  higher  due to  costs  related  to a major
expansion of the existing distribution center and higher receipts of merchandise
during the quarter as compared with the prior year quarter.

Gross profit  increased  $14.0 million to $79.4 million in the first nine months
of 1999, a 21.3%  increase over gross profit of $65.4 million in the  comparable
prior year period.  The Company's  gross profit margin was  consistent  with the
prior year at 31.1%.  As a percentage  of sales,  the  merchandise  gross profit
margin  increased 0.2% and buying,  distribution  and occupancy  costs increased
0.2%.

Selling, General and Administrative Expenses

Selling,  general and  administrative  expenses  increased $4.1 million to $22.2
million in the third quarter of 1999 from $18.1 million in the comparable  prior
year period.  As a percentage of sales,  these expenses  decreased  0.2%.  Total
pre-opening  costs for the ten stores  opened in the third  quarter of 1999 were
$777,000 or 0.8% of sales,  as  compared  to $641,000 or 0.8% of sales,  for the
eight stores opened in the third quarter of 1998.

Selling,  general and  administrative  expenses increased $10.5 million to $59.6
million in the first nine  months of 1999 from $49.1  million in the  comparable
prior year period.  As a percentage of sales,  these  expenses  decreased  0.1%.
Total  pre-opening  costs for the 25 stores  opened in the first nine  months of
1999 was $1.8  million or 0.7% of sales,  as compared to $1.5 million or 0.7% of
sales, for the 18 stores opened in the first nine months of 1998.

Interest Expense

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

Income Taxes

The effective  income tax rate of 40.0% for the third quarter and the first nine
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 $2.2 million  during the first nine months of 1999. The decrease
resulted from seasonal  increases in merchandise  inventories and the additional
merchandise  inventories for the 25 stores opened in 1999.  Excluding changes in
operating  assets and  liabilities,  cash provided by operating  activities  was
$17.8 million in the first nine months of 1999.

Working  capital  increased  to $68.1  million  at October  30,  1999 from $47.7
million at January 30,  1999 and the  current  ratio was 2.7 to 1 at October 30,
1999  as  compared  with  2.5 to 1 at  January  30,  1999.  Long-term  debt as a
percentage of total  capital was 17.3% at October 30, 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 $16.9 million in the first
nine months of 1999  (including  $791,000  of capital  lease  assets).  Of these
expenditures,  approximately  $8.5  million was incurred for new stores and $5.0
million was incurred for the expansion of the existing  distribution center. The
remaining  capital  expenditures in the first nine months of 1999 were primarily
for remodeling of certain stores,  enhancements to computer  systems and various
store improvements.

The Company has opened 28 stores in 1999, including three stores opened early in
the fourth quarter. Three stores were opened in the first quarter, twelve in the
second quarter, ten in the third quarter and three in the fourth quarter. Twenty
stores were opened in 1998. Three stores were opened in the first quarter, seven
in the second quarter, eight in the third quarter and two in the fourth quarter.
In 2000, the Company anticipates opening between 30 and 35 stores.

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 October 30, 1999 were $18.5
million and $4.1 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. As of December
10,  1999 the  Company  has  completed  all  phases  of the Year  2000  project.
Contingency  plans will  continue  to be  developed  and  updated as  additional
information concerning Year 2000 issues become known.

The Company  believes that its greatest  potential  Year 2000 risk would be that
its major  suppliers  of  footwear  and other  services  are not fully Year 2000
compliant.  Specifically,  that  suppliers of footwear  will not be able to meet
scheduled  deliveries,  suppliers of  transportation  services  will  experience
disruptions  and utilities  that supply  electricity  and natural gas will incur
outages.  Formal  inquiries have been 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.  Based on those inquiries, the Company
believes that its major suppliers and other service  providers are substantially
Year 2000 compliant.  The Company has developed  contingency plans as considered
necessary in the event that a significant Year 2000 issue is incurred by a major
supplier  or  service  provider.  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.

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 $51,000 was  incurred and expensed in the first nine months
of 1999.  Allocating existing resources rather than incurring  incremental costs
have funded 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,  estimates
and risks 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.

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 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.





Item 3.   Quantitative and Qualitative Disclosure about Market Risk

The  Company  is  exposed  to market  risk in that the  interest  payable on the
Company's Credit Agreement 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.










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                               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 October 30,
          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:  December 13, 1999                                   SHOE CARNIVAL, INC.
                                                              (Registrant)



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


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