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             November 2, 2002
                               -------------------------------------------------

                                       OR

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

For the transition period from                    to
                               ------------------    ---------------------------

Commission File Number:                        0-21360
                       ---------------------------------------------------------

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

          Indiana                                        35-1736614
--------------------------------------------------------------------------------
(State or other jurisdiction                (IRS Employer Identification Number)
of 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 [   ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes [X ]  No [   ]


                     APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Common Stock, $.01 par value, 12,600,323 shares outstanding as of December 11,
2002.

<PAGE>

                              SHOE CARNIVAL, INC.
                              INDEX TO FORM 10-Q

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

         Item 2.  Management's Discussion and Analysis.................  8-11

         Item 3.  Quantitative and Qualitative Disclosures
                  About Market Risks...................................    11

         Item 4.  Controls and Procedures..............................    11


Part II    Other Information

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

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

         Certifications................................................ 14-15

                                       2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                              SHOE CARNIVAL, INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                   Unaudited
<TABLE>
<CAPTION>
                                        November 2,   February 2,   November 3,
                                           2002          2002          2001
                                        -----------   -----------   -----------
                                                    (In thousands)
<S>                                         <C>           <C>           <C>
                                     ASSETS
Current Assets:
   Cash and cash equivalents...........  $  3,969       $  5,459     $  3,207
   Accounts receivable.................     2,577          1,298        1,660
   Merchandise inventories.............   147,909        135,648      137,289
   Deferred income tax benefit.........       385            449          703
   Other...............................     2,040          1,816        2,055
                                         --------       --------     --------
Total Current Assets...................   156,880        144,670      144,914
Property and equipment-net.............    63,601         57,249       59,349
                                         --------       --------     --------
Total Assets...........................  $220,481       $201,919     $204,263
                                         ========       ========     ========

                    LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Accounts payable....................  $ 42,794       $ 42,108     $ 33,242
   Accrued and other liabilities.......    12,640         10,452       10,675
   Current portion of long-term debt...       482            834          945
                                         --------       --------     --------
Total Current Liabilities..............    55,916         53,394       44,862
Long-term debt.........................    25,438         27,672       41,176
Deferred lease incentives..............     5,002          4,197        4,126
Deferred income taxes..................     4,467          4,223        4,191
Other..................................       611            331          275
                                         --------       --------     --------
Total Liabilities......................    91,434         89,817       94,630
                                         --------       --------     --------
Shareholders' Equity:
   Common stock, $.01 par value,
    50,000 shares authorized,
    13,363 shares issued and
    outstanding at November 2,
    2002, February 2, 2002
    and November 3, 2001...............       134            134          134
   Additional paid-in capital..........    65,427         64,752       64,524
   Retained earnings...................    68,422         54,251       53,093
   Treasury stock, at cost, 765,
    1,000 and 1,149 shares at
    November 2, 2002, February 2,
    2002 and November 3, 2001..........    (4,936)        (7,035)      (8,118)
                                         --------       --------     --------
Total Shareholders' Equity.............   129,047        112,102      109,633
                                         --------       --------     --------
Total Liabilities and
 Shareholders' Equity..................  $220,481       $201,919     $204,263
                                         ========       ========     ========
</TABLE>


            See Notes to Condensed Consolidated Financial Statements

                                       3
<PAGE>
                              SHOE CARNIVAL, INC.
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   Unaudited

<TABLE>
<CAPTION>
                           Thirteen      Thirteen     Thirty-nine   Thirty-nine
                          Weeks Ended   Weeks Ended   Weeks Ended   Weeks Ended
                          November 2,   November 3,   November 2,   November 3,
                              2002          2001          2002          2001
                          -----------   -----------   -----------   ------------
                                    (In thousands, except per share data)
<S>                           <C>          <C>            <C>            <C>
Net sales.............     $137,703     $124,778       $391,713       $355,950
Cost of sales
 (including
 buying, distribution
 and occupancy costs)..      97,238       87,965        276,405        251,927
                           --------     --------       --------       --------
Gross profit..........       40,465       36,813        115,308        104,023
Selling, general
 and administrative
 expenses.............       32,376       28,932         92,010         83,844
                           --------     --------       --------       --------
Operating income......        8,089        7,881         23,298         20,179
Interest
 expense, net.........          161          480            625          1,911
                           --------     --------       --------       --------
Income before
 income taxes.........        7,928        7,401         22,673         18,268
Income taxes..........        2,973        2,776          8,502          6,851
                           --------     --------       --------       --------
Net income............     $  4,955     $  4,625       $ 14,171       $ 11,417
                           ========     ========       ========       ========
Net income
 per share:
     Basic............     $    .39     $    .38       $   1.13       $    .95
                           ========     ========       ========       ========
     Diluted..........     $    .38     $    .37       $   1.09       $    .92
                           ========     ========       ========       ========
Average shares
 outstanding:
     Basic............       12,595       12,195         12,545         12,077
                           ========     ========       ========       ========
     Diluted..........       12,967       12,513         12,982         12,431
                           ========     ========       ========       ========
</TABLE>


            See Notes to Condensed Consolidated Financial Statements

                                       4
<PAGE>
                              SHOE CARNIVAL, INC.
            CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                                   Unaudited


                                               Add'l
                             Common Stock     Paid-In Retained Treasury
                       Issued Treasury Amount Capital Earnings  Stock    Total
                       ------ -------- ------ ------- -------- -------- -------
                                          (In thousands)

Balance at
 February 2, 2002....  13,363  (1,000) $  134 $64,752  $54,251 $(7,035) $112,102
  Exercise of stock
   options...........             226             675            1,967     2,642
 Employee stock
   purchase plan
    purchases........               9                              132       132
 Net income..........                                   14,171            14,171
                       ------  ------  ------ -------  ------- -------  --------
Balance at
 November 2, 2002....  13,363    (765) $  134 $65,427  $68,422 $(4,936) $129,047
                       ======  ======  ====== =======  ======= =======  ========



            See Notes to Condensed Consolidated Financial Statements

                                       5
<PAGE>
                              SHOE CARNIVAL, INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   Unaudited
<TABLE>
<CAPTION>
                                               Thirty-nine       Thirty-nine
                                               Weeks Ended       Weeks Ended
                                             November 2, 2002  November 3, 2001
                                             ----------------  ----------------
                                                       (In thousands)
<S>                                                <C>               <C>
Cash flows from operating activities:
   Net income................................   $  14,171         $  11,417
   Adjustments to reconcile net income to
     net cash provided by (used in)
     operating activities:
     Depreciation and amortization...........       9,164             8,291
     Loss on retirement of assets............         128               127
     Deferred income taxes...................         308              (171)
     Other...................................         (72)             (151)
     Changes in operating assets
       and liabilities:
       Merchandise inventories...............     (12,261)          (14,254)
       Accounts receivable...................      (1,061)             (594)
       Accounts payable and accrued
        liabilities..........................       2,865             3,007
       Other                                         (209)             (637)
                                                ---------         ---------
Net cash provided by operating activities....      13,033             7,035
                                                ---------         ---------
Cash flows from investing activities:
 Purchases of property and equipment.........     (15,799)           (9,476)
 Lease incentives............................       1,135               831
                                                ---------         ---------
Net cash used in investing activities........     (14,664)           (8,645)

Cash flows from financing activities:
 Borrowings under line of credit.............     193,675           338,350
 Payments on line of credit..................    (195,600)         (337,975)
 Payments on capital lease obligations.......        (708)             (688)
 Proceeds from issuance of stock.............       2,774             1,903
                                                ---------         ---------
Net cash provided by financing activities....         141             1,590
                                                ---------         ---------
Net decrease in cash and cash equivalents....      (1,490)              (20)
Cash and cash equivalents at beginning
 of period...................................       5,459             3,227
                                                ---------         ---------
Cash and cash equivalents at end of period...   $   3,969         $   3,207
                                                =========         =========
Supplemental disclosures of cash
 flow information:
  Cash paid during period for interest.......   $     765         $   2,151
  Cash paid during period for income taxes...   $   6,731         $   5,499
Supplemental disclosure of noncash
 investing activities:
  Capital lease obligations incurred.........   $      47         $     423
</TABLE>


            See Notes to Condensed Consolidated Financial Statements

                                       6
<PAGE>
                              SHOE CARNIVAL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   Unaudited

Note 1 - Basis of Presentation

In the opinion of management,  the accompanying  unaudited  condensed  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 2001
Annual Report.

Note 2 - New Accounting Pronoucements

In July 2001, the Financial Accounting Standards Board (the "FASB"), issued SFAS
No. 143,  "Accounting for Asset Retirement  Obligations".  SFAS No. 143 provides
accounting  requirements  for retirement  obligations  associated  with tangible
long-lived  assets.  SFAS No. 143 is effective for fiscal years  beginning after
June 15,  2002.  Management  does not believe  that the adoption of SFAS No. 143
will  have  a  significant  impact  on  the  Company's   consolidated  financial
statements.

Effective  February 4, 2002 the Company  adopted SFAS No. 144,  "Accounting  for
Impairment or Disposal of Long-Lived  Assets".  SFAS No. 144 addresses financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
The adoption of SFAS No. 144 has not had a  significant  impact on the financial
position or results from operations of the Company.

In April 2002, the FASB issued SFAS No. 145  "Rescission of FASB  Statements No.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections".
SFAS No. 145 primarily affects the reporting  requirements and classification of
gains and losses from the  extinguishment  of debt,  rescinds  the  transitional
accounting  requirements for intangible  assets of motor carriers,  and requires
that certain lease modifications with economic effects similar to sale-leaseback
transactions be accounted for in the same manner as sale-leaseback transactions.
SFAS No. 145 is effective for financial statements issued after April 2002, with
the exception of the provisions affecting the accounting for lease transactions,
which should be applied for  transactions  entered into after May 15, 2002,  and
the  provisions   affecting   classification   of  gains  and  losses  from  the
extinguishment  of debt, which should be applied in fiscal years beginning after
May 15, 2002.  Management has determined  that the adoption of SFAS No. 145 will
have no impact on the Company's consolidated financial statements.

In June 2002,  the FASB issued SFAS 146,  Accounting for Costs  Associated  with
Exit or Disposal  Activities,  which addresses  accounting for restructuring and
similar costs. SFAS 146 supersedes  previous  accounting  guidance,  principally
Emerging Issues Task Force Issue No. 94-3. The Company will adopt the provisions
of SFAS 146 for restructuring activities initiated after December 31, 2002. SFAS
146 requires that the liability  for costs  associated  with an exit or disposal
activity be  recognized  when the  liability  is  incurred.  Under Issue 94-3, a
liability  for an  exit  cost  was  recognized  at  the  date  of the  Company's
commitment to an exit plan. SFAS 146 also  establishes that the liability should
initially  be measured  and  recorded at fair value.  Accordingly,  SFAS 146 may
affect  the  timing of  recognizing  future  restructuring  costs as well as the
amounts recognized.

                                       7
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

Results of Operations
<TABLE>
<CAPTION>
                       Number of Stores        Store Square Footage  Comparable
               -----------------------------   --------------------  Store Sales
               Beginning               End of    Net         End of   Increase/
Quarter Ended  Of Period Opened Closed Period   Change       Period   Decrease
-------------  --------- ------ ------ ------   ------       ------  -----------
<S>               <C>      <C>   <C>     <C>     <C>           <C>       <C>

May 4, 2002...     182      6      0     188    71,000    2,175,000      1.1%
August 3,
  2002........     188      9      0     197   112,000    2,287,000     (0.5%)
November 2,
  2002........     197     10      0     207   114,000    2,401,000      1.3%
First Three
  Quarters....     182     25      0     207   297,000    2,401,000      0.7%


May 5, 2001..      165      3      0     168    26,000    1,937,000      2.3%
August 4,
  2001.......      168     10      0     178   123,000    2,060,000      2.1%
November 3,
  2001.......      178      5      0     183    54,000    2,114,000      2.5%
First Three
  Quarters...      165     18      0     183   203,000    2,114,000      2.1%
</TABLE>
The following table sets forth the Company's results of operations expressed as
a percentage of net sales for the periods indicated:
<TABLE>
<CAPTION>
                   Thirteen        Thirteen        Thirty-nine    Thirty-nine
                  Weeks Ended     Weeks Ended      Weeks Ended    Weeks Ended
                  November 2,     November 3,      November 2,    November 3,
                     2002            2001             2002           2001
                  -----------     -----------      -----------    -----------
<S>                   <C>             <C>              <C>            <C>
Net sales........     100.0%          100.0%            100.0%         100.0%
Cost of sales
 (including
 buying,
 distribution
 and occupancy
 costs)..........      70.6            70.5              70.6           70.8
                     ------          ------            ------         ------
Gross profit.....      29.4            29.5              29.4           29.2
Selling,
 general and
 administra-
 tive expenses...      23.5            23.2              23.5           23.6
                     ------          ------            ------         ------
Operating
 income..........       5.9             6.3               5.9            5.6
Interest
 expense-net.....        .1              .4                .1             .5
                     ------          ------            ------         ------
Income before
 income taxes....       5.8             5.9               5.8            5.1
Income taxes.....       2.2             2.2               2.2            1.9
                     ------          ------            ------         ------
Net income.......       3.6%            3.7%              3.6%           3.2%
                     ======          ======            ======         ======
</TABLE>
Net Sales

Net sales  increased  $12.9  million to $137.7  million in the third  quarter of
2002, a 10.4% increase over net sales of $124.8 million in the comparable  prior
year period.  The increase was  attributable  to a 1.3%  comparable  store sales
increase and the sales  generated by the 36 new stores  opened since August 2001
(net of one store closed).  Adult athletic and men's  non-athletic  product were
largely responsible for the increase in comparable store sales.

                                       8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Net sales  increased $35.8 million to $391.7 million in the first nine months of
2002, a 10% increase over net sales of $356.0  million in the  comparable  prior
year period.  The increase was  attributable  to a 0.7%  comparable  store sales
increase and the sales  generated by the 43 new stores opened since January 2000
(net of one store closed).

Gross Profit

Gross profit  increased  $3.7 million to $40.5  million in the third  quarter of
2002, a 9.9% increase over gross profit of $36.8 million in the comparable prior
year period.  The Company's  gross profit  margin was 29.4%  compared with 29.5%
last year. As a percentage of sales, the merchandise gross profit margin was the
same as last year while buying, distribution and occupancy costs increased 0.1%.

Gross profit  increased $11.3 million to $115.3 million in the first nine months
of 2002, a 10.8%  increase over gross profit of $104.0 million in the comparable
prior year period.  The Company's  gross profit  margin  increased to 29.4% from
29.2% last year. As a percentage of sales,  the merchandise  gross profit margin
increased  0.3% from last year and  buying,  distribution  and  occupancy  costs
increased 0.1%.

Selling, General and Administrative Expenses

Selling,  general and  administrative  expenses  increased $3.4 million to $32.4
million in the third quarter of 2002 from $28.9 million in the comparable  prior
year period.  As a percentage of sales,  these expenses  increased to 23.5% from
23.2% due to higher new store  pre-opening  costs.  During the third  quarter of
2002,  the Company  opened ten stores as compared  with five stores in the third
quarter of 2001. Total new store  pre-opening costs in the third quarter of 2002
were $870,000,  or 0.6% of sales, as compared to $342,000, or 0.3% of sales, for
the third quarter of 2001.

Selling,  general and  administrative  expenses  increased $8.2 million to $92.0
million in the first nine  months of 2002 from $83.8  million in the  comparable
prior year period. As a percentage of sales,  these expenses  decreased to 23.5%
from  23.6%  last  year.  Total new store  pre-opening  costs for the first nine
months of 2002 were $2.0  million or 0.5% of sales,  as compared to $1.2 million
or 0.3% of sales,  for the first nine  months of 2001.  Twenty-five  stores were
opened in the first nine  months of 2002 and 18 stores  were opened in the first
nine months of 2001.

Interest Expense

The  decrease in net  interest  expense in the third  quarter and the first nine
months of 2002 as compared  with the third  quarter and the first nine months of
2001 resulted from substantially  lower average borrowings and a lower effective
interest rate.

Income Taxes

The effective income tax rate was 37.5% for the third quarter and the first nine
months of 2002 and for the same time periods in 2001.  The effective  income tax
rate 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.  For the first nine months of
2002, net cash generated by operating  activities was $13.0 million  compared to
an  increase  of cash of $7.0  million  for the first nine  months of last year.
Excluding  changes  in  operating  assets  and  liabilities,  cash  provided  by
operating  activities  was $23.7 million in the first nine months of 2002 versus
$19.5  million in the  comparable  prior year  period.  Merchandise  inventories
increased  $10.6  million to $147.9  million  at  November  2, 2002 from  $137.3
million at  November  3, 2001.  During  2002,  our key  merchandise  strategy is
centered on lowering merchandise inventory levels of seasonal fashion product in
order to  increase  the overall  gross  profit  margin.  Leaner  inventories  in
seasonal fashion product, particularly in the women's non-athletic category, are
expected  to reduce the  exposure  to  markdowns.  While the number of stores in
operation at the end of the third quarter of 2002 increased  13.1% compared with
the end of the third quarter of 2001,  merchandise  inventories  only  increased
7.7%.  This  resulted in a decrease in  merchandise  inventories  on a per-store
basis of 4.8%.  Merchandise  inventories  on a per-store  basis at year-end  are
expected to decrease between 5% and 8% from last year's levels.

Working  capital  increased  to $101.0  million at  November 2, 2002 from $100.1
million at November  3, 2001 and the  current  ratio was 2.8 to 1 at November 2,
2002  as  compared  with  3.2 to 1 at  November  3,  2001.  Long-term  debt as a
percentage of total capital was 16.5% at November 2, 2002,  compared to 27.3% at
November 3, 2001.

Capital  expenditures,  net of lease  incentives  of $1.1  million,  were  $14.7
million in the first nine months of 2002. Of these  expenditures,  approximately
$9.7  million  was  incurred  for new stores.  Computer  hardware  and  software
purchases totaled $2.7 million, including $1.8 million incurred for the purchase
of  point-of-sale   software.   Additional  conveyors  and  technology  for  our
distribution  center were  purchased for $600,000.  All other capital  additions
totaled $1.7 million.

The  Company  opened  25  stores  in the  first  nine  months  of 2002,  thereby
completing  its planned store  expansion  program for the year.  Six stores were
opened in the first  quarter,  nine in the second  quarter  and ten in the third
quarter.  During the first nine  months of 2001,  18 stores were  opened.  Three
stores were opened in the first  quarter,  ten in the second quarter and five in
the third quarter. One store was closed in the fourth quarter of 2001. No stores
have been closed in 2002.

The Company expects to open 40 stores in 2003. Capital expenditures for 2003 are
expected to be  approximately  $17 million to $18  million,  of which $13 to $14
million will be expended for new 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 new store  prototype  utilizes  between 8,000 and 15,000
square feet depending upon,  among other factors,  the location of the store and
the population base the store is expected to service.  Capital  expenditures for
new stores,  net of lease  incentives,  are  expected  to average  approximately
$320,000 in 2003. The average inventory investment in a new store is expected to
range from $450,000 to $750,000,  depending on the size and sales expectation of
the  store  and the  timing of the new  store  opening.  New  store  pre-opening
expenses, such as advertising, salaries, supplies and utilities, are expected to
average approximately $75,000 per store in 2003.

The Company's  credit  facility  provides for up to $70 million in cash advances
and letters of credit.  Borrowings  under the revolving credit line are based on
eligible  inventory.  Borrowings  and letters of credit  outstanding  under this
facility at November 2, 2002 were $25.1 million and $2.1 million,  respectively.
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)

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.

Factors That May Effect Future Results

This  report on Form 10-Q  contains  certain  forward  looking  statements  that
involve a number of risks and uncertainties.  Among the factors that could cause
actual  results  to  differ  materially  are  the  following:  general  economic
conditions in the areas of the United  States in which the Company's  stores are
located;  changes in the overall retail environment and more specifically in the
apparel and  footwear  retail  sectors;  the  potential  impact of national  and
international  security  concerns  on the  retail  environment;  the  impact  of
competition and pricing; changes in weather patterns, consumer buying trends and
the ability of the Company to identify and respond to emerging  fashion  trends;
risks associated with the seasonality of the retail  industry;  the availability
of desirable  store  locations at acceptable  lease terms and the ability of the
Company to open new stores in a timely  manner;  higher than  anticipated  costs
associated  with  the  closing  of  underperforming  stores;  the  inability  of
manufacturers  to  deliver  products  in a timely  manner;  and  changes  in the
political and economic  environments in the People's  Republic of China, a major
manufacturer  of  footwear,  and the  continued  favorable  trade  relationships
between China and the United States.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market  risk in that the  interest  payable  under the
Company's Credit 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. A
1% change  in the  weighted  average  interest  rate  charged  under the  Credit
Agreement would have resulted in interest  expense  fluctuating by approximately
$149,000  for the first  nine  months of 2002 and  $307,000  for the first  nine
months of 2001.

ITEM 4.  CONTROLS AND PROCEDURES

The Chief Executive  Officer and the Chief Financial Officer of the Company have
concluded,  based on their  evaluation  as of a date within 90 days prior to the
date of the filing of this Form 10-Q, that the Company's disclosure controls and
procedures are effective to ensure that information  required to be disclosed by
the  Company  in the  reports  filed or  submitted  by it under  the  Securities
Exchange  Act of 1934,  as  amended,  is  recorded,  processed,  summarized  and
reported  within the time  periods  specified  in the  Securities  and  Exchange
Commission's  rules and forms, and include  controls and procedures  designed to
ensure that information  required to be disclosed by the Company in such reports
is accumulated and communicated to the Company's management, including the Chief
Executive  Officer and Chief Financial  Officer,  as appropriate to allow timely
decisions regarding required disclosure.

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

                                       11
<PAGE>
                              SHOE CARNIVAL, INC.
                          PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    (a)  Exhibits

         99.1   Certification of Chief Executive Officer Pursuant to 18 U.S.C.
                Section 1350, as Adopted Pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002

         99.2   Certification of Chief Financial Officer Pursuant to 18 U.S.C.
                Section 1350, as Adopted Pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002


    (b)  Reports on Form 8-K

         No reports on Form 8-K were filed during the quarter ended November 2,
         2002.

                                       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:  December 12, 2002                          SHOE CARNIVAL, INC.
                                                      (Registrant)


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

                                       13
<PAGE>
                              SHOE CARNIVAL, INC.
                                 CERTIFICATIONS


I, Mark L. Lemond, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Shoe Carnival, Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

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

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

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

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

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

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

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

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


Date:  December 12, 2002                   By:   /s/ Mark L. Lemond
                                                 -------------------
                                                    Mark L. Lemond
                                                    President and
                                                Chief Executive Officer

                                       14
<PAGE>
                              SHOE CARNIVAL, INC.
                                 CERTIFICATIONS


I, W. Kerry Jackson, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Shoe Carnival, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

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

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

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

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

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

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

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

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


Date:  December 12, 2002                    By:  /s/ W. Kerry Jackson
                                                 --------------------
                                                   W. Kerry Jackson
                                               Senior Vice President and
                                                Chief Financial Officer


                                       15