UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)


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

For the quarterly period ended July 29, 2000

[ ] 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 of 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, 11,941,066 shares outstanding as of September 1,
2000.

<PAGE>


                               SHOE CARNIVAL, INC.
                          INDEX TO FINANCIAL STATEMENTS

                                                                            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

Part II  Other Information

         Item 4. Submission of Matters to Vote of Security Holders........   12
         Item 6. Exhibits and Reports on Form 8-K.........................   12


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














                                       2
<PAGE>



<TABLE>
<CAPTION>

                               SHOE CARNIVAL, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                    Unaudited

                                               July 29,   January 29,  July 31,
                                                 2000        2000        1999
                                              ----------  ----------  ----------
                                                       (In thousands)

                                   ASSETS
                                   ------
<S>                                           <C>         <C>         <C>
Current Assets:
  Cash and cash equivalents...............    $   3,358   $   1,675   $   2,724
  Accounts receivable.....................          631         694         706
  Merchandise inventories.................      123,791     104,730      92,637
  Deferred income tax benefit.............          701         876         821
  Other...................................        1,794       1,168       1,965
                                              ---------   ---------   ---------
Total Current Assets......................      130,275     109,143      98,853
Property and equipment-net................       56,796      53,710      49,759
                                              ---------   ---------   ---------
Total Assets..............................    $ 187,071   $ 162,853   $ 148,612
                                              =========   =========   =========


                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------
Current Liabilities:
  Accounts payable........................    $  32,549   $  33,817   $  28,770
  Accrued and other liabilities...........        7,038       6,266       5,901
  Current portion of long-term debt.......          786         714         733
                                              ---------   ---------   ---------
Total Current Liabilities.................       40,373      40,797      35,404
Long-term debt............................       45,749      22,338      17,074
Deferred lease incentives.................        3,079       3,077       2,980
Deferred income taxes.....................        3,693       3,296       2,163
                                              ---------   ---------   ---------
Total Liabilities.........................       92,894      69,508      57,621
                                              ---------   ---------   ---------

Shareholders' Equity:
  Common stock,  $.01 par value, 50,000
     shares authorized, 13,363, 13,345,
     13,326 shares issued at July 29, 2000,
     January 29, 2000 and July 31, 1999...          134         133         133
  Additional paid-in capital..............       64,283      63,683      63,558
  Retained earnings.......................       37,130      31,953      27,300
  Treasury stock, at cost, 1,015 and 292
     shares at July 29, 2000 and January 29,
     2000.................................       (7,370)     (2,424)
                                              ---------   ---------   ---------
Total Shareholders' Equity................       94,177      93,345      90,991
                                              ---------   ---------   ---------
Total Liabilities and Shareholders' Equity    $ 187,071   $ 162,853   $ 148,612
                                              =========   =========   =========




</TABLE>



            See Notes to Condensed Consolidated Financial Statements



                                       3
<PAGE>



<TABLE>
<CAPTION>



                               SHOE CARNIVAL, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                    Unaudited

                            Thirteen      Thirteen     Twenty-six    Twenty-six
                          Weeks Ended   Weeks Ended   Weeks Ended   Weeks Ended
                            July 29,      July 31,      July 29,      July 31,
                              2000          1999          2000          1999
                          -----------   -----------   -----------   -----------
                                  (In thousands, except per share data)
<S>                       <C>           <C>           <C>           <C>
Net sales................ $   95,611    $   83,206    $  191,016    $  161,317
Cost of sales (including
  buying, distribution
  and occupancy costs)...     68,220        58,112       135,432       111,365
                          ----------    ----------    ----------    ----------

Gross profit.............     27,391        25,094        55,584        49,952
Selling, general and
  administrative expenses     23,736        19,464        45,679        37,432
                          ----------    ----------    ----------    ----------

Operating income.........      3,655         5,630         9,905        12,520
Interest expense, net....        769           190         1,348           340
                          ----------    ----------    ----------    ----------

Income before income taxes     2,886         5,440         8,557        12,180
Income taxes.............      1,140         2,176         3,380         4,872
                          ----------    ----------    ----------    ----------

Net income............... $    1,746    $    3,264    $    5,177    $    7,308
                          ==========    ==========    ==========    ==========

Net income per share:
    Basic................ $      .14    $      .25    $      .41    $      .55
                          ==========    ==========    ==========    ==========
    Diluted.............. $      .14    $      .24    $      .40    $      .54
                          ==========    ==========    ==========    ==========

Average shares outstanding:
    Basic................     12,543        13,293        12,758        13,249
                          ==========    ==========    ==========    ==========
    Diluted..............     12,583        13,734        12,880        13,639
                          ==========    ==========    ==========    ==========


</TABLE>



           See Notes to Condensed Consolidated Financial Statements




                                       4
<PAGE>


<TABLE>
<CAPTION>






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


                         Common Stock     Additional
                   ----------------------  Paid-In  Retained  Treasury
                   Issued Treasury Amount  Capital  Earnings   Stock     Total
                   ------ -------- ------ --------- --------  -------- --------
                                         (In thousands)
<S>                 <C>     <C>    <C>    <C>       <C>      <C>       <C>
Balance at
  January 29, 2000 13,345   (292)  $ 133  $ 63,683  $31,953  $ (2,424) $ 93,345
Exercise of
  stock options...     18      9       1       600                 48       649
Employee stock
  purchase
  plan purchases..            12                                   73        73
Common stock
  repurchased.....          (744)                              (5,067)   (5,067)
Net income .......                                    5,177               5,177
                   ------  -----   -----  --------  -------  --------  --------
Balance at
  July 29, 2000    13,363 (1,015)  $ 134  $ 64,283  $37,130  $ (7,370) $ 94,177
                   ======  =====   =====  ========  =======  ========  ========




</TABLE>







            See Notes to Condensed Consolidated Financial Statements




                                       5
<PAGE>



<TABLE>
<CAPTION>



                               SHOE CARNIVAL, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    Unaudited

                                                 Twenty-six       Twenty-six
                                                 Weeks Ended      Weeks Ended
                                                   July 29,        July 31,
                                                     2000            1999
                                                 -----------      -----------
                                                         (In thousands)
<S>                                               <C>              <C>
Cash flows from operating activities:
  Net income....................................  $    5,177       $    7,308
  Adjustments to reconcile net income to net
    cash used in operating activities:
    Depreciation and amortization...............       4,952            3,866
    Loss on retirement of assets................          26                6
    Deferred income taxes.......................         572               53
    Other  .....................................        (174)            (164)
    Changes in operating assets and liabilities:
       Merchandise inventories..................     (19,061)         (17,247)
       Accounts receivable......................          63             (140)
       Accounts payable and accrued liabilities.        (509)           3,216
       Other....................................        (626)            (743)
                                                  ----------       ----------
Net cash used in operating activities...........      (9,580)          (3,845)
                                                  ----------       ----------
Cash flows from investing activities:
  Purchases of property and equipment...........      (7,686)         (12,129)
  Lease incentives..............................         186              720
  Other.........................................           2
                                                  ----------       ----------
Net cash used in investing activities...........      (7,498)         (11,409)
                                                  ----------       ----------
Cash flows from financing activities:
  Borrowings under line of credit...............     198,600           82,150
  Payments on line of credit....................    (175,100)         (66,650)
  Payments on capital lease obligations.........        (393)            (481)
  Proceeds from issuance of stock...............         721            1,015
  Purchase of treasury stock....................      (5,067)
                                                  ----------       ----------
Net cash provided by financing activities.......      18,761           16,034
                                                  ----------       ----------
Net increase in cash and cash equivalents.......       1,683              780
Cash and cash equivalents at beginning of period       1,675            1,944
                                                  ----------       ----------
Cash and cash equivalents at end of period......  $    3,358       $    2,724
                                                  ==========       ==========
Supplemental disclosures of cash flow information:
  Cash paid during period for interest..........  $    1,341       $      336
  Cash paid during period for income taxes......  $    2,076       $    5,133
Supplemental disclosure of noncash investing
   activities:
  Capital lease obligations incurred............  $      377       $      644


</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 1999
Annual Report.

Note 2 - Long-Term Debt

At the  beginning  of 2000,  the Company  had an  unsecured  $45 million  credit
agreement  (the "Credit  Agreement")  with a bank group.  On March 24, 2000, the
Credit  Agreement  was  amended to  increase  the total  credit  facility to $55
million and to extend the maturity date to March 31, 2002.  Borrowings are based
on eligible  inventory and bear interest,  at the Company's option, at the agent
bank's prime rate minus 0.5% or the applicable  London  Inter-Bank  Offered Rate
(LIBOR)  plus from 0.75% to 1.5%,  depending  on the  Company's  achievement  of
certain  performance  criteria.  A commitment  fee is 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.  The  Credit  Agreement  contains
various  restrictive  and  financial  covenants,  including the  maintenance  of
specific financial ratios and a limitation on the payment of dividends.








                                       7
<PAGE>





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


<TABLE>
<CAPTION>


Results of Operations

                         Number of Stores        Store Square Footage
               ---------------------------------  -----------------  Comparable
               Beginning                  End of   Net       End     Store Sales
Quarter Ended  of Period  Opened  Closed  Period  Change  of Period   Increase
-------------  ---------  ------  ------  ------  ------  ---------  -----------
<S>               <C>       <C>      <C>    <C>  <C>      <C>          <C>
April 29, 2000    138        6       0      144   78,000  1,668,000     1.4%
July 29, 2000     144       10       0      154  120,000  1,788,000    (2.1%)
Year-to-date      138       16       0      154  198,000  1,788,000     (.4%)

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

</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    Twenty-six    Twenty-six
                           Weeks Ended  Weeks Ended  Weeks Ended   Weeks Ended
                            July 29,     July 31,     July 29,      July 31,
                               2000         1999         2000          1999
                           -----------  -----------  -----------   -----------
<S>                           <C>          <C>          <C>           <C>
Net sales.................    100.0%       100.0%       100.0%        100.0%
Cost of sales (including
   buying, distribution
   and occupancy costs)...     71.4         69.8         70.9          69.0
                           -----------  -----------  -----------   -----------

Gross profit..............     28.6         30.2         29.1          31.0
Selling, general and
   administrative expenses     24.8         23.4         23.9          23.2
                           -----------  -----------  -----------   -----------

Operating income..........      3.8          6.8          5.2           7.8
Interest expense..........       .8           .3           .7            .2
                           -----------  -----------  -----------   -----------

Income before income taxes      3.0          6.5          4.5           7.6
Income taxes..............      1.2          2.6          1.8           3.1
                           -----------  -----------  -----------   -----------

Net income................      1.8%         3.9%         2.7%          4.5%
                           ===========  ===========  ===========   ===========

</TABLE>


Net Sales

Net sales  increased  $12.4  million to $95.6  million in the second  quarter of
2000, a 14.9% increase over net sales of $83.2 million in the  comparable  prior
year period.  The increase was attributable to the sales generated by the 41 new
stores opened since April 1999 (net of one store closed)  partially  offset by a
2.1% decrease in comparable store sales. The decline in comparable sales for the
quarter was due primarily to a decline in sales of men's, women's and children's
sandals.  Average footwear unit sales in comparable  stores increased 3.8% while
footwear unit prices decreased 6.2%.





                                       8
<PAGE>





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

Net sales  increased $29.7 million to $191 million in the first half of 2000, an
18.4%  increase over net sales of $161.3  million in the  comparable  prior year
period.  The  increase  was  attributable  to the sales  generated by the 43 new
stores opened in 1999 and 2000 (net of one store closed)  partially  offset by a
0.4%  decrease  in  comparable  store  sales.  Average  footwear  unit  sales in
comparable  stores  increased  3.5% and average  footwear unit prices  decreased
4.1%.

Gross Profit

Gross profit  increased  $2.3 million to $27.4 million in the second  quarter of
2000, a 9.2% increase over gross profit of $25.1 million in the comparable prior
year period. The Company's gross profit margin decreased to 28.6% from 30.2%. As
a percentage of sales,  the merchandise  gross profit margin  decreased 0.8% and
buying,  distribution  and occupancy  costs  increased 0.8%. The decrease in the
merchandise  gross  profit  margin  was due to a decline  in the sales and gross
margin obtained on the sale of sandals for the quarter.

Gross profit  increased $5.6 million to $55.6 million in the first half of 2000,
an 11.3%  increase  over gross profit of $50.0 million in the  comparable  prior
year period. The Company's gross profit margin decreased to 29.1% from 31.0%. As
a percentage of sales,  the merchandise  gross profit margin  decreased 1.1% and
buying, distribution and occupancy costs increased 0.8%.

Selling, General and Administrative Expenses

Selling,  general and  administrative  expenses  increased $4.3 million to $23.7
million in the second quarter of 2000 from $19.5 million in the comparable prior
year period. As a percentage of sales,  these expenses  increased 1.4% primarily
due to higher  advertising  costs.  Included  in  second quarter expenses  is  a
$220,000 charge for expected costs to close one store  in September 2000.  Total
pre-opening costs in the second quarter of 2000 were $785,000  or 0.8% of sales,
as  compared  to  $727,000 or 0.9% of sales,  for the  second  quarter  of 1999.
Pre-opening  expenses  incurred  were primarily for  the stores  opened  in that
quarter.  Ten  stores were opened  in  the  second  quarter of 2000 and twelve
stores were opened in the second  quarter of 1999.

Selling,  general and  administrative  expenses  increased $8.2 million to $45.7
million  in the first half of 2000 from $37.4  million in the  comparable  prior
year period.  As a percentage of sales,  these expenses  increased  0.7%.  Total
pre-opening  costs in the first half of 2000 were $1.2 million or 0.6% of sales,
as compared to  $994,000  or 0.6% of sales,  in the first half of 1999.  Sixteen
stores were  opened in the first half of 2000 and fifteen  stores were opened in
the first half of 1999.

Interest Expense

The  increase in net  interest  expense in the second  quarter and the first six
months of 2000 as compared  with the second  quarter and the first six months of
1999 resulted from increased borrowings and a higher effective interest rate.

Income Taxes

The  effective  income tax rate of 39.5% and 40% in the second  quarter  and the
first six months of 2000 and 1999,  respectively,  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 $9.6 million during the first half of 2000. The decrease resulted
primarily from seasonal increases in inventories and the additional  inventories
for the 16  stores  opened  in the  first  half of 2000.  Excluding  changes  in
operating  assets and  liabilities,  cash provided by operating  activities  was
$10.6 million in the first half of 2000.

Working  capital  increased to $89.9 million at July 29, 2000 from $68.3 million
at  January  29,  2000 and the  current  ratio was 3.2 to 1 at July 29,  2000 as
compared  with 2.7 to 1 at January 29, 2000.  Long-term  debt as a percentage of
total capital was 32.7% at July 29, 2000, compared to 19.3% at January 29, 2000.
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 $7.9 million in the first half
of 2000  (including  $377,000 of capital lease assets).  Of these  expenditures,
approximately $5.4 million was incurred for new stores and $1.3 was incurred for
the remodeling of certain  stores.  The remaining  capital  expenditures  in the
first half of 2000 were  primarily for various store  improvements,  merchandise
display and signage enhancements and technology.

The Company intends to open  approximately  32 stores in 2000,  including the 16
stores opened in the first half. Six stores were opened in the first quarter and
ten in the second  quarter of 2000.  Of the  remaining 16 stores for 2000, 8 are
expected to open in the third  quarter with the remaining 8 opening in November.
Fifteen stores were opened in the first half of 1999.

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 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 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
$450,000 to $750,000,  depending on the size and sales  expectation of the store
and  the  timing  of the  new  store  opening.  Pre-opening  expenses,  such  as
advertising,   salaries,   supplies  and  utilities,  are  expected  to  average
approximately $80,000 per store.

On  January  7,  2000,  the  Company's  Board of  Directors  authorized  a share
repurchase program that allowed the Company to purchase up to $10 million of the
outstanding  common stock. In January 2000, the Company purchased 291,900 shares
at a cost of $2.4  million.  123,100  shares  were  purchased  during  the first
quarter at a cost of $1.1 million and 620,600 shares were  purchased  during the
second quarter for $4.0 million.  The share repurchase  program was completed in
August with the  purchase  of 409,750  shares at a cost of $2.5  million.  Total
shares acquired under the program were 1,445,350 at a cost of $10.0 million. The
treasury  shares may be  reissued  in  connection  with  possible  future  stock
offerings,  dividends,  stock  based  compensation  programs  and other  general
corporate uses.





                                       10
<PAGE>




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

The Company's  credit facility  provides for a combination of cash advances on a
revolving  basis and the issuance of  commercial  letters of credit.  Borrowings
under the revolving credit line are based on eligible inventory.  Borrowings and
letters of credit  outstanding  under this  facility at July 29, 2000 were $44.5
million and $7.7 million,  respectively. On March 24, 2000, the credit agreement
was  amended to  increase  the  facility  by $10  million to allow for up to $55
million in cash advances and commercial letters of credit. The maturity date was
also extended to March 31, 2002.

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.

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.

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.





                                       11
<PAGE>




                               SHOE CARNIVAL, INC.
                           PART II - OTHER INFORMATION

Item 4.  Submission of Matters to Vote of Security Holders

         The annual meeting of the common shareholders of the Company was held
         June 8, 2000.

         Election of Directors

         William E.  Bindley  was  elected at the annual  meeting to serve as a
         Director  of the  Company  for a three year term.  Mr. Bindley received
         12,049,497 votes in favor of his election.  No votes were cast against
         the election of Mr. Bindley.

         Other Matters Voted Upon at the Meeting

         Deloitte & Touche LLP was  appointed  as auditor  for the  Company  for
         2000.  12,068,778  votes  were cast in  favor,  3,339  votes  were cast
         against  and 2,730  abstentions  were  recorded  with  respect  to such
         appointment.

         The Company's  2000 Stock Option and Incentive  Plan was approved.
         9,458,043 votes were cast in favor and 851,218 votes were cast against.


Item 6.  Exhibits and Reports on Form 8-K

    (a)  Exhibits

         (27)  Financial Data Schedule

    (b)  Reports on Form 8-K

         No  reports on Form 8-K were filed  during the  quarter  ended July 29,
         2000.





                                       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: September 11,  2000                   SHOE CARNIVAL, INC.
                                                       (Registrant)



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









                                       13









<PAGE>