UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)


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

For the quarterly period ended         May 4, 2002

[   ]  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.
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             (Exact name of registrant as specified in its charter)

     Indiana                                                   35-1736614
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(State or other jurisdiction                (IRS Employer Identification Number)
of incorporation or organization)

8233 Baumgart Road, Evansville, Indiana                              47725
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(Address of principal executive offices)                           (Zip Code)
                                 (812) 867-6471
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              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
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              (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, 12,553,580 shares outstanding as of June 9, 2002

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<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.................  8-10

Part II    Other Information

        Item 6.  Exhibits and Reports on Form 8-K.....................    11


        Signature.....................................................    12




                                       2
<PAGE>
                               SHOE CARNIVAL, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                    Unaudited
<TABLE>
<CAPTION>
                                         May 4,       February 2,      May 5,
                                          2002           2002           2001
                                                    (In thousands)
                                     ASSETS
<S>                                        <C>            <C>            <C>

Current Assets:
   Cash and cash equivalents........    $  3,616     $   5,459       $  3,677
   Accounts receivable..............       1,392         1,298            706
   Merchandise inventories..........     129,783       135,648        128,158
   Deferred income tax benefit......         483           449            755
   Other............................       1,584         1,816          3,495
                                        --------     ---------        -------
Total Current Assets................     136,858       144,670        136,791
Property and equipment-net..........      59,607        57,249         57,636
                                        --------     ---------        -------
Total Assets........................    $196,465     $ 201,919       $194,427
                                        ========     =========       ========


                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Accounts payable.................    $ 37,787     $  42,108       $ 31,843
   Accrued and other liabilities....      13,177        10,452         11,665
   Current portion of long-term
     debt...........................         725           834            913
                                        --------     ---------       --------
Total Current Liabilities...........      51,689        53,394         44,421
Long-term debt......................      16,269        27,672         40,976
Deferred lease incentives...........       4,096         4,197          4,035
Deferred income taxes...............       4,078         4,223          4,090
Other...............................         439           331            130
                                        --------     ---------       --------
Total Liabilities...................      76,571        89,817         93,652
                                        --------     ---------       --------
Shareholders' Equity:
  Common stock,  $.01 par value,
   50,000 shares authorized,
   13,363 shares issued at May 4,
   2002, February 2, 2002 and
   May 5, 2001......................         134           134            134
  Additional paid-in capital........      65,264        64,752         64,289
  Retained earnings.................      59,912        54,251         45,966
  Treasury stock, at cost, 812,
   1,000 and 1,379 shares at
   May 4, 2002, February 2, 2002
   and May 5, 2001..................      (5,416)       (7,035)        (9,614)
                                        --------     ---------        -------
Total Shareholders' Equity..........     119,894       112,102        100,775
                                        --------     ---------        -------
Total Liabilities and
  Shareholders' Equity..............    $196,465     $ 201,919       $194,427
                                        ========     =========       ========
</TABLE>



            See Notes to Condensed Consolidated Financial Statements


                                       3
<PAGE>
                               SHOE CARNIVAL, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                    Unaudited
<TABLE>
<CAPTION>
                                                   Thirteen           Thirteen
                                                 Weeks Ended        Weeks Ended
                                                 May 4, 2002        May 5, 2001
                                                 -----------        -----------
                                                        (In thousands,
                                                    except per share data)
<S>                                                   <C>                <C>
Net sales......................................  $   129,384        $   117,186
Cost of sales (including buying,
  distribution and occupancy costs)............       90,302             82,230
                                                 -----------        -----------
Gross profit...................................       39,082             34,956
Selling, general and administrative expenses...       29,761             27,287
                                                 -----------        -----------
Operating income...............................        9,321              7,669
Interest expense, net..........................          264                805
                                                 -----------        -----------
Income before income taxes.....................        9,057              6,864
Income taxes...................................        3,396              2,574
                                                 -----------        -----------
Net income.....................................  $     5,661        $     4,290
                                                 ===========        ===========
Net income per share:
   Basic......................................   $       .45        $       .36
                                                 ===========        ===========
   Diluted....................................   $       .44        $       .35
                                                 ===========        ===========
Average shares outstanding:
   Basic......................................        12,471             11,971
                                                 ===========        ===========
   Diluted....................................        12,932             12,303
                                                 ===========        ===========
</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)
<TABLE>
<CAPTION>
<S>                     <C>     <C>    <C>      <C>      <C>    <C>       <C>
Balance at
  February 2, 2002..  13,363  (1,000) $  134  $64,752 $54,251 $(7,035) $112,102
Exercise of
  stock options.....             185              512           1,575     2,087
Employee stock
  purchase plan
  purchases.........               3                               44        44
Net income .........                                    5,661             5,661
                      ------   -----  ------  ------- -------  ------  --------
Balance at
 May 4, 2002........  13,363    (812) $  134  $65,264 $59,912 $(5,416) $119,894
                      ======   =====  ======  ======= ======= =======  ========
</TABLE>



            See Notes to Condensed Consolidated Financial Statements

                                       5
<PAGE>
                               SHOE CARNIVAL, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    Unaudited
<TABLE>
<CAPTION>
                                                    Thirteen          Thirteen
                                                   Weeks Ended       Weeks Ended
                                                   May 4, 2002       May 5, 2001
                                                          (In thousands)
<S>                                                    <C>               <C>
 Cash flows from operating activities:
   Net income...................................   $     5,661        $   4,290
   Adjustments to reconcile net income
    to net cash provided by operating
    activities:
    Depreciation and amortization...............         2,882            2,670
     Loss on retirement of assets...............             6              126
     Deferred income taxes......................          (179)            (323)
     Other  ....................................             6              (59)
     Changes in operating assets and
      liabilities:
       Merchandise inventories..................         5,866           (5,123)
       Accounts receivable......................           (94)             360
       Accounts payable and accrued
        liabilities.............................        (1,595)           2,582
       Prepaid expenses and other current
        assets..................................           231           (2,061)
                                                   ----------        ----------
Net cash provided by operating activities.......        12,784            2,462
                                                   -----------       ----------
Cash flows from investing activities:
   Purchases of property and equipment..........        (5,198)          (2,476)
   Lease incentives.............................             0              507
                                                   -----------       ----------
Net cash used in investing activities...........        (5,198)          (1,969)
                                                   -----------       ----------
Cash flows from financing activities:
   Borrowings under line of credit..............        58,100          131,725
   Payments on line of credit...................       (69,400)        (131,725)
   Payments on capital lease obligations........          (260)            (215)
   Proceeds from issuance of stock..............         2,131              172
                                                   -----------       ----------
Net cash used in financing activities...........        (9,429)             (43)
                                                   -----------       ----------
Net (decrease) increase in cash and cash
 equivalents....................................        (1,843)             450
Cash and cash equivalents at beginning of
  period........................................         5,459            3,227
                                                   -----------       ----------
Cash and cash equivalents at end of period......   $     3,616       $    3,677
                                                   ===========       ==========
Supplemental disclosures of cash flow
  information:
   Cash paid during period for interest.........   $       387       $      951
   Cash paid during period for income taxes,
     net of refunds.............................   $       (60)      $        0
   Capital lease obligations incurred...........   $        47       $       93
</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 consolidated
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 consolidated 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.

                                       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
                Beginning               End of    Net       End of   Store Sales
Quarter Ended   Of Period Opened Closed Period   Change     Period     Increase
<S>                 <C>     <C>    <C>    <C>     <C>         <C>          <C>
May 4, 2002           182      6      0    188   71,000   2,175,000      1.1%

May 5, 2001           165      3      0    168   26,000   1,937,000      2.3%
</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
                                              Weeks Ended      Weeks Ended
                                              May 4, 2002      May 5, 2001
<S>                                               <C>               <C>

Net sales.................................       100.0%           100.0%
Cost of sales (including buying,
  distribution and occupancy costs).......        69.8             70.2
                                               ----------      ----------
Gross profit..............................        30.2             29.8
Selling, general and administrative
  expenses................................        23.0             23.3
                                               ----------      ----------
Operating income..........................         7.2              6.5
Interest expense..........................          .2               .6
                                               ----------      ----------
Income before income taxes................         7.0              5.9
Income taxes..............................         2.6              2.2
                                               ----------      ----------
Net income................................         4.4%            3.7%
                                               ==========      ==========
</TABLE>


Net Sales

Net sales increased $12.2 million to $129.4 million in the first quarter of
2002, a 10.4% increase over net sales of $117.2 million in the comparable prior
year period. The increase was attributable to a 1.1% comparable store sales
increase and the sales generated by the 23 new stores opened in 2001 and 2002
(net of one store closed).

Gross Profit

Gross profit increased $4.1 million to $39.1 million in the first quarter of
2002, an 11.8% increase over gross profit of $35.0 million in the comparable
prior year period. The Company's gross profit margin increased to 30.2% from
29.8% in the prior year. As a percentage of sales, the merchandise gross profit
increased .4% as compared to last year, and buying, distribution and occupancy
costs were flat with last year.

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


Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $2.5 million to $29.8
million in the first quarter of 2002 from $27.3 million in the comparable prior
year period. As a percentage of sales, these expenses decreased to 23.0% from
23.3% in the prior year. Total pre-opening costs in the first quarter of 2002
were $432,000 or 0.3% of sales, as compared to $187,000 or 0.2%, of sales in the
first quarter of 2001.

Interest Expense

The decrease in net interest expense to $264,000 in the first quarter of 2002
from $805,000 in the first quarter of 2001 resulted from a 45% reduction in
average borrowings and a lower effective interest rate.

Income Taxes

The effective income tax rate of 37.5% in the first quarter of 2002 and 2001
differed from the statutory federal rates due primarily to state and local
income taxes, net of the federal tax benefit.


Liquidity and Capital Resources

The Company's primary sources of funds are cash flows from operations and
borrowings under its revolving credit facility. Net cash provided by operating
activities increased $10.3 million to $12.8 million during the first quarter of
2002 from $2.5 million for the first quarter of 2001. Excluding changes in
operating assets and liabilities, cash provided by operating activities was $8.4
million in the first quarter of 2002 versus $6.7 million in the comparable prior
year period. Merchandise inventories increased $1.6 million to $129.8 million at
May 4, 2002 from $128.2 million at May 5, 2001. In 2002, the 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 the seasonal fashion categories, particularly women's product,
are expected to reduce our exposure to markdowns and increase cash flow. While
the number of stores operated at the end of the first quarter increased 11.9%,
merchandise inventories only increased 1.3%. This resulted in a decrease in
merchandise inventories on a per-store basis at the end of the first quarter of
9.5% compared with the end of the first quarter of last year. Decreases in
merchandise inventories on a per-store basis at quarter-end for the remainder of
the year are expected to range from 4% to 6%.

Working capital decreased to $85.2 million at May 4, 2002 from $92.4 million at
May 5, 2001. The current ratio was 2.6 to 1 at May 4, 2002 and 3.1 to 1 at May
5, 2001. Long-term debt as a percentage of total capital was 11.9% at May 4,
2002 compared with 28.9% at May 5, 2001. The decrease in working capital was
primarily due to an increase in accounts payable and accrued liabilities.

Capital expenditures were $5.2 million in the first quarter of 2002. Of these
expenditures, $2.8 million was incurred for new stores and $1.8 was incurred for
purchase of our existing point-of-sale software from the vendor. All other
capital additions totaled $700,000.

The Company intends to open 25 stores in 2002, including the six stores opened
in the first quarter. Seven stores are expected to open in the second quarter
with the remaining store openings in the third and fourth quarter. Three stores
were opened in the first quarter of 2001.

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

                                       9
<PAGE>
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)


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 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 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 $75,000 per store.

The Company's unsecured credit facility provides for up to $70 million in cash
advances on a revolving basis and commercial letters of credit. Borrowings under
the revolving credit line are based on eligible inventory. Cash generated by
operations in the first quarter of 2002 was primarily used to reduce the
outstanding borrowings under this facility by $11.3 million. Borrowings and
letters of credit outstanding under the credit facility at May 4, 2002 were
$15.7 million and $2.6 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.


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.

                                       10
<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 5, 2002.

           Election of Directors

           J. Wayne  Weaver and Gerald W.  Schoor  were each  elected at the
           annual  meeting to serve as a Director of the Company for a three-
           year term.  Messrs. Weaver and Schoor received 11,021,919 and
           11,543,766 votes, respectively, in favor of their election.  No votes
           were cast against the election of either nominee.

           Other Matters Voted Upon at the Meeting

           Deloitte & Touche LLP was appointed as auditor for the Company for
           2002. 11,643,624 votes were cast in favor, 9,230 votes were cast
           against and 11,930 abstentions were recorded with respect to such
           appointment.


Item 6.     Exhibits and Reports on Form 8-K

    (a)     Exhibits

            None

    (b)     Reports on Form 8-K

            No reports on Form 8-K were filed during the quarter ended May
            4, 2002.

                                       11
<PAGE>
                               SHOE CARNIVAL, INC.
                                    SIGNATURE




                  Pursuant to the requirements of the Securities Exchange Act of
                  1934, the registrant has duly caused this report to be signed,
                  on its behalf by the undersigned thereunto duly authorized.



                  Date:  June 18, 2002               SHOE CARNIVAL, INC.
                                                         (Registrant)



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



                                       12
<PAGE>