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      August 1, 1998

[ ] 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
 incorporation or organization)                      Number)


8233 Baumgart Road, Evansville, Indiana                       47711
(Address of principal executive offices)                    (Zip Code)
 
                                 (812) 867-6471
              (Registrant's telephone number, including area code)

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

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


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Common Stock, $.01 par value,  13,168,670 shares  outstanding as of September 1,
1998.



<PAGE>

                               SHOE CARNIVAL, INC.
                          INDEX TO FINANCIAL STATEMENTS


                                                                         Page

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

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

Part II  Other Information

         Item 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 BALANCE SHEETS
                                    Unaudited

                                                                                         
                                                August 1,  January 31, August 2,
                                                  1998        1998       1997
                                                ---------  ----------- ---------
                                                        (In thousands)

                                     ASSETS
<S>                                            <C>          <C>        <C>  
Current Assets:
   Cash and cash equivalents................   $   2,550    $  1,571   $   1,902
   Accounts receivable......................         721         781         852
   Notes receivable from shareholders.......                      22          22
   Merchandise inventories..................      77,023      59,444      68,819
   Deferred income tax benefit..............         802         933         483
   Other....................................       1,232         834       1,220
                                               ---------    --------   ---------
Total Current Assets........................      82,328      63,585      73,298
Property and equipment-net..................      34,639      31,969      31,451
                                               ---------    --------   ---------
Total Assets................................   $ 116,967    $ 95,554   $ 104,749
                                               =========    ========   =========


                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Accounts payable.........................   $  21,363    $  9,521   $  14,960
   Accrued and other liabilities............       5,806       4,487       4,335
   Current portion of long-term debt........         681         688         717
                                               ---------    --------   ---------
Total Current Liabilities...................      27,850      14,696      20,012
Long-term debt..............................       7,549       6,133      14,355
Deferred lease incentives...................       1,478       1,308       1,404
Deferred income taxes.......................       1,924       1,808       1,207
                                               ---------    --------   ---------
Total Liabilities...........................      38,801      23,945      36,978
                                               ---------    --------   ---------

Shareholders' Equity:
   Common  stock,  $.01 and no par  value,  
    50,000  shares  authorized,  13,169,
    13,088, 13,045 shares issued and 
    outstanding at August 1, 1998,
    January 31, 1998 and August 2, 1997.....         132           0           0
   Additional paid-in capital...............      62,332      61,844      61,616
   Retained earnings........................      15,702       9,765       6,155
                                               ---------    --------   ---------
Total Shareholders' Equity..................      78,166      71,609      67,771
                                               ---------    --------   ---------
Total Liabilities and Shareholders' Equity...  $ 116,967    $ 95,554   $ 104,749
                                               =========    ========   =========


</TABLE>
                   See Notes to Condensed Financial Statements



                                       3
<PAGE>


<TABLE>
<CAPTION>


                               SHOE CARNIVAL, INC.
                         CONDENSED STATEMENTS OF INCOME
                                    Unaudited

                             Thirteen      Thirteen     Twenty-six   Twenty-six
                            Weeks Ended   Weeks Ended   Weeks Ended  Weeks Ended
                             August 1,     August 2,     August  1,   August  2,
                               1998          1997          1998         1997
                            -----------   -----------   -----------  -----------
                                    (In thousands, except per share data)
<S>                         <C>           <C>           <C>          <C>   
Net sales.................. $  68,104     $  62,393     $  133,798   $  121,721
Cost of sales (including 
  buying, distribution and 
  occupancy costs).........    47,554        44,271         92,574       85,269
                            ---------     ---------     ----------   ----------

Gross profit...............    20,550        18,122         41,224       36,452
Selling, general and  
  administrative expenses..    15,740        14,575         31,049       29,619
                            ---------     ---------     ----------   ----------

Operating income...........     4,810         3,547         10,175        6,833
Interest expense, net......       106           247            280          478
                            ---------     ---------     ----------   ----------

Income before income taxes.     4,704         3,300          9,895        6,355
Income taxes...............     1,882         1,337          3,958        2,574
                            ---------     ---------     ----------   ----------

Net income................. $   2,822     $   1,963     $    5,937   $    3,781
                            =========     =========     ==========   ==========

Net income per share:
    Basic.................. $     .21     $     .15     $      .45   $      .29
                            =========     =========     ==========   ==========
    Diluted................ $     .21     $     .15     $      .44   $      .29
                            =========     =========     ==========   ==========

Average shares outstanding:
    Basic..................    13,149        13,042         13,128       13,038
                            =========     =========     ==========   ==========
    Diluted................    13,539        13,286         13,472       13,170
                            =========     =========     ==========   ==========


</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 31, 1998.....   13,088   $   0  $ 61,844   $  9,765  $ 71,609
   Employee stock purchase
        plan purchases..........        7                69                   69
   Exercise of stock options....       74               551                  551
   Increase in par value........              132      (132)
   Net income...................                                 5,937     5,937
                                   ------   -----  --------   --------  --------
Balance at August 1, 1998.......   13,169   $ 132  $ 62,332   $ 15,702  $ 78,166
                                   ======   =====  ========   ========  ========

</TABLE>


                   See Notes to Condensed Financial Statements


                                       5
<PAGE>



<TABLE>

                               SHOE CARNIVAL, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                    Unaudited

                                                        Twenty-six   Twenty-six
                                                        Weeks Ended  Weeks Ended
                                                         August 1,    August 2, 
                                                           1998         1997
                                                        -----------  -----------
                                                             (In thousands)
<CAPTION>
<S>                                                     <C>          <C>    
Cash flows from operating activities:
   Net income.......................................... $     5,937  $    3,781
   Adjustments to reconcile net income to net
      cash provided (used in) by operating activities:
     Depreciation and amortization.....................       2,993       2,840
     Loss on retirement of assets......................         235         190
     Deferred income taxes.............................         246          68
     Compensation for forgiveness of debt..............           0         158
     Other  ...........................................        (150)        (54)
     Changes in operating assets and liabilities:
       Merchandise inventories.........................     (17,578)     (9,579)
       Accounts receivable.............................          60          64
       Accounts payable and accrued liabilities........      13,162       2,135
       Other...........................................        (399)       (315)
                                                        -----------  ----------

Net cash provided by (used in) operating activities....       4,506        (712)
                                                        -----------  ----------

Cash flows from investing activities:
   Purchases of property and equipment.................      (5,422)     (3,850)
   Lease incentives....................................         319           0
   Other...............................................          22          16
                                                        -----------  ----------

Net cash used in investing activities..................      (5,081)     (3,834)
                                                        -----------  ----------

Cash flows from financing activities:
   Borrowings under line of credit.....................      63,425      67,425
   Payments on line of credit..........................     (62,125)    (62,325)
   Payments on capital lease obligations...............        (366)       (337)
   Proceeds from issuance of stock.....................         620          60
                                                        -----------  ----------

Net cash provided by financing activities..............       1,554       4,823
                                                        -----------  ----------

Net increase in cash and cash equivalents..............         979         277
Cash and cash equivalents at beginning of period.......       1,571       1,625
                                                        -----------  ----------

Cash and cash equivalents at end of period............. $     2,550  $    1,902
                                                        ===========  ==========

Supplemental disclosures of cash flow information:
   Cash paid during period for interest................ $       312  $      473
   Cash paid during period for income taxes............ $     4,020  $    2,379
Supplemental disclosure of noncash investing activities:
   Capital lease obligations incurred.................. $       474  $        0

</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 1997
Annual Report.


                                       7
<PAGE>


                     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
                 Beginning               End of   Net         End       Sales
Quarter Ended    Of Period Opened Closed Period  Change    of Period   Increase
-------------    --------- ------ ------ ------  ------    ---------  ----------
<S>                 <C>      <C>     <C>   <C>   <C>       <C>           <C>
May 2, 1998         92        3      0      95    46,000   1,067,000     7.0%
August 1, 1998      95        7      0     102    85,000   1,152,000     2.9%
Year-to-date        92       10      0     102   131,000   1,152,000     4.9%

May 3, 1997         93        0      2      91   (19,000)  1,007,000     4.4%
August 2, 1997      91        0      0      91     5,000   1,012,000     8.8%
Year-to-date        93        0      2      91   (14,000)  1,012,000     6.0%

</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
                                August 1,    August 2,   August 1,    August 2, 
                                  1998         1997        1998         1997
                              -----------  -----------  -----------  -----------
<S>                           <C>          <C>          <C>          <C> 
Net sales....................    100.0%       100.0%       100.0%       100.0%
Cost of sales (including 
  buying, distribution and 
  occupancy costs)...........     69.8         70.9         69.2         70.1
                              -----------  -----------  -----------  -----------

Gross profit.................     30.2         29.1         30.8         29.9
Selling, general and
   administrative expenses...     23.1         23.4         23.2         24.3
                              -----------  -----------  -----------  -----------

Operating income.............      7.1          5.7          7.6          5.6
Interest expense.............       .2           .4           .2           .4
                              -----------  -----------  -----------  -----------

Income before income taxes...      6.9          5.3          7.4          5.2
Income taxes.................      2.8          2.1          3.0          2.1
                              -----------  -----------  -----------  -----------

Net income...................      4.1%         3.2%         4.4%         3.1%
                              ===========  ===========  ===========  ===========
</TABLE>

Net Sales

Net sales increased $5.7 million to $68.1 million in the second quarter of 1998,
a 9.2%  increase over net sales of $62.4  million in the  comparable  prior year
period.  The increase was attributable to a 2.9% comparable store sales increase
and the sales generated by the 14 new stores opened in 1997 and 1998,  partially
offset  by the  reduction  in sales  for the five  stores  closed  in 1997.  The
comparable  store sales increase was supported with increases in the majority of
the  product  categories.  Average  footwear  unit prices in  comparable  stores
increased 9.4% while footwear unit sales decreased 5.6%.  Sales of private label
and non-name  brand  footwear  constituted  14.9% of total footwear sales in the
second quarter of 1998 as compared with 17.7% in the prior year quarter.

                                       8
<PAGE>

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



Net sales increased $12.1 million to $133.8 million in the first half of 1998, a
9.9%  increase  over net sales of $121.7  million in the  comparable  prior year
period.  The increase was attributable to a 4.9% comparable store sales increase
and the sales generated by the 14 new stores opened in 1997 and 1998,  partially
offset  by the  reduction  in sales  for the five  stores  closed  in 1997.  The
comparable  store sales  increase was supported with increases in all major shoe
categories.  Average  footwear unit prices in comparable  stores  increased 7.9%
while footwear unit sales  decreased  2.5%.  Sales of private label and non-name
brand  footwear  constituted  14.8% of total footwear sales in the first half of
1998 as compared with 17.2% in the prior year.

Gross Profit

Gross profit  increased  $2.4 million to $20.6 million in the second  quarter of
1998,  a 13.4%  increase  over gross profit of $18.1  million in the  comparable
prior year period.  The Company's  gross profit  margin  increased to 30.2% from
29.1%. As a percentage of sales,  the merchandise  gross profit margin increased
1.0% and buying, distribution and occupancy costs decreased .1%.

Gross profit  increased $4.8 million to $41.2 million in the first half of 1998,
a 13.1% increase over gross profit of $36.4 million in the comparable prior year
period.  The Company's  gross profit margin  increased to 30.8% from 29.9%. As a
percentage  of sales,  the  merchandise  gross profit  margin  increased .5% and
buying, distribution and occupancy costs decreased .4%.

Selling, General and Administrative Expenses

Selling,  general and  administrative  expenses  increased $1.2 million to $15.7
million in the second quarter of 1998 from $14.6 million in the comparable prior
year period. As a percentage of sales, these expenses decreased .3% primarily as
a  result  of  the  comparable   store  sales   increase  and  relatively   flat
administrative  expenses. Total pre-opening costs for the seven stores opened in
the second quarter of 1998 were $576,000 or .8% of sales.  No stores were opened
and  consequently  no  pre-opening  costs were incurred in the second quarter of
1997.

Selling,  general and  administrative  expenses  increased  $1.4  million to $31
million  in the first half of 1998 from $29.6  million in the  comparable  prior
year period. As a percentage of sales,  these expenses  decreased 1.1% primarily
as a result of the comparable store sales increase and a non-recurring charge in
the first  quarter of 1997 of $650,000  related to the  retirement of the former
chief executive  officer.  Total  pre-opening costs for the ten stores opened in
the first half of 1998 were $821,000 or .6% of sales.  No stores were opened and
consequently no pre-opening costs were incurred in the first half of 1997.

Interest Expense

The  reduction in net interest  expense in the second  quarter and the first six
months of 1998 as compared  with in the second  quarter and the first six months
of 1997 resulted from a combination  of reduced  borrowings  and lower  interest
rates.

Income Taxes

The  effective  income tax rate of 40% and 40.5% in the second  quarters and the
first six months of 1998 and 1997,  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 provided by operating
activities was $4.5 million during the first half of 1998.  Excluding changes in
operating assets and liabilities, cash provided by operating activities was $9.3
million in the first half of 1998.  An increase in  merchandise  inventories  of
$17.6  million  was  partially  offset by a $13.2  million  increase in accounts
payable and accrued  liabilities.  The increase in merchandise  inventories  was
primarily  due to seasonal  fluctuations  and the net increase of 11 stores over
the comparable period in 1997.

Working capital  increased to $54.5 million at August 1, 1998 from $48.9 million
at  January  31,  1998 and the  current  ratio  was 3 to 1 at  August 1, 1998 as
compared  with 4.3 to 1 at January 31, 1998.  Long-term  debt as a percentage of
total capital was 8.8% at August 1, 1998,  compared to 7.9% at January 31, 1998.
The increase in working capital and long term debt as a percent of total capital
was primarily due to seasonal fluctuations.

Capital  expenditures  were $5.9  million in the first  half of 1998  (including
$474,000 of capital lease assets).  Of these  expenditures,  approximately  $4.2
million was incurred for new stores and the  relocation of two existing  stores.
The remaining capital  expenditures in the first half of 1998 were primarily for
merchandise display and signage  enhancements and technological  improvements in
the stores.

The Company intends to open  approximately 19 stores in 1998,  including the ten
stores  opened in the first half.  Three stores were opened in the first quarter
and seven in the second  quarter.  The  remaining  nine  stores for 1998 will be
opened  primarily in the third quarter.  No stores were opened in the first half
of 1997 and two stores were closed.

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 18,000  square feet  depending  upon,  among other
factors, the location of the store and the population base the store is expected
to  service.  Capital  expenditures  for a new  store  is  expected  to  average
approximately  $400,000,  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 $35 million  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 August 1,
1998 were $7 million and $6.2 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)



Impact of Year 2000

The  Company  has  invested  significant  resources  in the  latest  information
technologies  over the past five years and therefore has minimized the effect of
the Year 2000 problem.  Management  initiated a company wide program to evaluate
all  computer  systems  and  applications  and has  determined  the  adjustments
necessary  to become  Year  2000  compliant.  It is  anticipated  that  existing
internal   resources  will  be  sufficient  to  correct  any  internal   systems
deficiencies  by the end of fiscal 1998 at an estimated  cost of  $150,000.  The
Company  is  currently  making  inquiries  of  its  major  suppliers  and  other
third-party  entities  with which it has  business  relations  and is  obtaining
assurances  of their Year 2000  compliance.  However,  there can be no assurance
that the systems of other companies,  on which the Company's  systems rely, also
will be timely  corrected,  or that any such  failure to correct such systems by
another  company  would not have a  material  adverse  effect  on the  Company's
systems.  Contingency  plans are currently  being developed to be implemented in
the event any information technology system,  non-information technology system,
third party or supplier is not Year 2000 compliant in a timely manner.


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 in the month the store is opened.
Therefore,  the Company's results of operations may be adversely affected in any
quarter in which the Company opens 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 11, 1998.

          Election of Director

          Mark L. Lemond and William E.  Bindley were each elected at the annual
          meeting to serve as a Director  of the  Company for a three year term.
          Mr.  Lemond  received  11,084,043  votes in favor of his  election and
          43,450 against.  Mr. Bindley received 11,081,493 votes in favor of his
          election and 46,000 against.

          Other Matters Voted Upon at the Meeting

          Deloitte & Touche LLP was  appointed  as auditor  for the  Company for
          1998.  11,116,002  votes  were cast in favor,  1,125  votes  were cast
          against and 10,366  abstentions  were  recorded  with  respect to such
          appointment.

          Shareholders  approved  an  amendment  to  the  Restated  Articles  of
          Incorporation  of the  Company  to  establish  a par value of $.01 per
          share  for the  Common  Stock  and  Preferred  Stock  of the  Company.
          11,073,170  votes were cast in favor,  3,725 votes were cast  against,
          32,884  abstentions  and 17,714  broker  non-votes  were recorded with
          respect to such approval.


Item 6.   Exhibits and Reports on Form 8-K

    (a)   Exhibits

          3-A     (i)Articles of Amendment of Restated Articles of Incorporation
                     of Registrant

          (27)    Financial Data Schedule

    (b)   Reports on Form 8-K

          No reports on Form 8-K were filed  during the quarter  ended August 1,
          1998.



                                       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 10, 1998                             SHOE CARNIVAL, INC.
                                                     (Registrant)



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





                                       13
<PAGE>