UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                    FORM 10-K

(Mark One)
   [ X ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

          For the fiscal year ended:        February 3, 2001

                                       OR

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

   For the transition period from ___________ to __________

   Commission file number:       0-21360

                               SHOE CARNIVAL, INC.
               (Exact name of registrant as specified in its charter)

             Indiana                                     35-1736614
   (State or other jurisdiction of          (I.R.S. Employer Identification No.)
    incorporation or organization)

   8233 Baumgart Road, Evansville, Indiana                47725
   (Address of principal executive offices)            (Zip Code)

                                 (812) 867-6471
              (Registrant's telephone number, including area code)

   Securities registered pursuant to Section 12(b)of the Act:

                                      NONE

   Securities registered pursuant to Section 12(g)of the Act:

                          COMMON STOCK, $.01 PAR VALUE

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

Indicate by check mark if disclosure of delinquent filers pursuant of Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ X ]

The aggregate market value of the voting stock held by non-affiliates of the
Registrant based on the last sale price for such stock at May 1, 2001 was
approximately $68,835,214 (assuming solely for the purposes of this calculation
that all Directors and executive officers of the Registrant are "affiliates").

Number of Shares of Common Stock, $.01 par value, outstanding at May 1, 2001
was 11,983,936.

                       DOCUMENTS INCORPORATED BY REFERENCE

Certain information contained in the Definitive Proxy Statement for the Annual
Meeting of Shareholders of Registrant to be held on June 14, 2001 is
incorporated by reference into Part III hereof.


                                        1
<PAGE>


                               Shoe Carnival, Inc.
                               Evansville, Indiana

               Annual Report to Securities and Exchange Commission
                                February 3, 2001

                                     PART I

ITEM 1.  BUSINESS

General

Shoe Carnival, Inc. (the "Company") is a high volume, value-oriented retailer of
family footwear operating predominately in the Midwest, South and Southeastern
regions of the United States. The Company adheres to a highly promotional
marketing concept that enables it to be competitive in the retail markets it
enters. The Company's stores are characterized by a high energy atmosphere
designed to encourage customer participation and provide a fun and exciting
shopping experience.

Business Strategy

The Company's goal is to establish itself as one of the nation's leading family
footwear retailers and the dominant footwear retailer in each market it serves.
To accomplish its goal, the Company provides a selection and variety of footwear
normally associated with a "category killer" superstore in an exciting retail
environment. In the 53 week period ended February 3, 2001 ("fiscal 2000"), the
average size, annual sales and sales per square foot for Shoe Carnival's stores
open the full year (on a 52-week basis) were approximately 11,600 square feet,
$2.7 million and $237, respectively, each substantially above the industry
averages.

Management believes that shoppers prefer the value, convenience and selection of
the superstore retail format and that, as a result, superstores will continue to
grow and increase their market share at the expense of department stores, mass
merchandisers and traditional specialty retailers. This trend is evidenced by
the acceptance of superstores in other specialty niches, including, among
others, toys, office products, consumer electronics and do-it-yourself home
improvement. Management believes that the Company differentiates itself from its
competitors and gains significant competitive advantage through certain business
strategies which include:

         Distinctive Retail Approach. The Company's stores are larger than
         traditional shoe stores. The Company seeks to create a carnival-like
         atmosphere in each of its stores by decorating with bright lights,
         colors and neon signs, and by featuring an in-store "barker" who
         advertises current specials, organizes contests and games, and assists
         and educates customers with the features and location of merchandise.
         This exciting in-store atmosphere is designed to encourage customer
         participation and spontaneity, producing a sense of urgency to buy.
         Management believes this highly promotional atmosphere results in
         various competitive advantages, including increased multiple unit
         sales, the building of a loyal repeat customer base and the creation of
         word-of-mouth advertising.

         Broad Merchandise Assortment. The Company's merchandising strategy is
         to provide superior value to its customers by offering a broad
         selection of competitively priced name brand and private label
         merchandise. The average store carries almost 30,000 pairs of shoes in
         four general categories -- men's, women's, children's and athletics.
         The Company buys dress, casual and athletic shoes as well as boots and
         sandals from a wide variety of vendors. In addition to footwear, Shoe
         Carnival stores also carry selected accessory items complimentary to
         the sale of footwear.

         Emphasis on Value. Management believes that its wide selection of
         popular styles of name brand merchandise at competitive prices
         generates broad customer appeal. To supplement its name brand
         offerings, the Company has established a private label program that
         offers the consumer quality footwear at lower prices than name brand
         merchandise. Sales of private label merchandise generally result in
         higher gross profit margins for the Company than sales of name brand
         merchandise. The Company believes that providing a wide selection of
         competitively priced name brand and quality private label footwear
         provides superior value to its customers.


                                        2
<PAGE>


         Low Operating Costs. The Company's operating methods, cost control
         programs and store locations are all designed to minimize operating
         costs. Merchandise in the Company's stores is displayed by style and
         color on the selling floor, enabling customers who so choose to serve
         themselves. This approach, in conjunction with wage and inventory
         control programs, results in lower labor costs than those incurred by
         department stores and traditional shoe stores. In addition, the Company
         prefers to locate stores predominantly in strip shopping centers, as
         opposed to enclosed malls, to take advantage of the generally lower
         occupancy costs.

         Competitive Pricing. The Company, as a result of its low-cost operating
         structure and high volume, is able to price its merchandise below that
         of traditional department stores and shoe store chains. The Company
         offers value to customers with specialized promotions, competitive
         pricing and a vast selection of name brand and private label
         merchandise.

         Emphasis on Information Technology. The Company has invested
         significant resources in information technology. The Company's systems
         are designed to provide management with the timely information
         necessary to monitor and control all phases of operations. Management
         is planning further technological enhancements related to
         point-of-sale, purchasing and inventory control, labor management and
         distribution, which should enable the Company to better manage its
         operations.

Expansion Strategy

The majority of the Company's sales and earnings growth is expected to result
from the opening of new stores. 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 the areas the Company targets for
expansion. The Company's strategy is to expand into new markets and to
consolidate and improve its market share position in its existing markets
through the clustering of stores. Clustering involves the operation of multiple
locations in a particular metropolitan area or in several smaller markets
located in reasonable proximity to one another. Management believes this
strategy enables the Company to obtain economies of scale with respect to
advertising, distribution and management costs.

The Company plans to open 15 or 16 stores in 2001. Thereafter, the Company
intends to expand at a rate of approximately 20% per year. During fiscal 2001,
new stores are expected to be located primarily in the North Central, Midwest,
Midsouth and Southeast. The Company intends to enter larger markets (populations
greater than 400,000) by opening two or more stores at approximately the same
time. In smaller markets that can only support a single store, the Company will
seek locations in reasonably close proximity to other Company markets. This
strategy allows for more efficient management and reduces distribution costs. In
addition to new market expansion and consistent with its clustering approach,
the Company has targeted certain of its existing markets for additional new
stores when appropriate store locations become available. Although opening new
stores in existing markets may adversely affect the sales of existing stores,
management believes that cost efficiencies and overall incremental sales gains
should more than offset any detrimental effect.

Prior to entering a new market, the Company performs a market, demographic and
competition analysis to evaluate the suitability of the potential market.
Potential store site selection criteria include, among other factors, market
demographics, traffic counts, the retail mix of a potential strip center,
visibility within the center and from major thoroughfares, overall retail
activity of the area and proposed lease terms. The time required to open a store
after signing a lease depends primarily upon the landlord's ability to deliver
the premises to the Company. Upon acceptance of the premises from the landlord,
the Company can generally open a store within 30 to 45 days.

Merchandising

The Company's merchandising strategy is designed to provide a very large
selection of quality family footwear at a price competitive with or slightly
below that of competitors. The Company's stores carry a broad assortment of
current season name brand footwear, supplemented with the Company's private
label merchandise and select name brand close-out merchandise.

The combination of name brand and private label footwear gives the Company a
merchandise assortment that enables it to compete effectively. The mix of
merchandise and the name brands offered in a particular store are based upon the
demographics of each market, among other factors. The Company typically offers
lower prices on both name brand and private label merchandise than department
stores and traditional shoe stores. Furthermore, the Company competes with
off-price retailers, mass merchandisers and discount stores by offering a wider


                                        3
<PAGE>


and deeper selection of merchandise at competitive prices. The Company's stores
also carry selected other merchandise such as handbags, wallets, shoe care
items, socks and sports apparel.

Women's. The women's department offers current season name brand, branded
close-out and private label merchandise providing a wider selection than that of
most of the Company's competitors. This department is further segmented into
women's dress shoes, casual shoes, sandals, boots and sport shoes, thus covering
all facets of a woman's footwear needs.

Men's. The men's department offers primarily name brand footwear and is
segmented into men's dress shoes, casual shoes, sandals and boots. The Company's
stores offer a complete assortment of men's footwear at affordable prices. As in
the women's department, this assortment is supplemented with name brand
close-outs and private label products.

Children's. Children's footwear is segmented into dress shoes, casual shoes,
boots, athletic shoes, sandals and infant shoes, again offering a complete
selection of footwear for the child. Approximately 71% of the children's
business is done in the athletic shoe category.

Athletics. The men's and women's athletic business is divided into a number of
buying groups representing a complete assortment of athletic footwear. The
Company carries court shoes, fitness and aerobic shoes, leisure shoes, walking
shoes, running shoes and many specialty shoes such as cleats and soccer shoes.

The table below sets forth the Company's percentage of sales by product category
for fiscal 2000, 1999 and 1998.

                                          2000           1999          1998
                                      -------------  ------------  ------------

Women's                                    27.4%         27.9%         27.4%
Men's                                      17.3          17.4          17.5
Children's                                 15.4          15.6          16.2
Athletic                                   35.0          34.4          34.2
Accessories and Miscellaneous Items         4.9           4.7           4.7
                                      -------------  ------------  ------------

                                          100.0%        100.0%        100.0%
                                      =============  ============  ============

Pricing

The Company's pricing strategy is designed to emphasize value. Initial pricing
decisions are guided by gross profit margin targets which vary by merchandise
category and depend on whether the item is name brand or private label
merchandise. Markdowns are centrally managed by the buying staff through the use
of weekly sales and inventory analysis generated by the Company's management
information system.

In-store signage is used extensively to highlight special promotional markdowns
and to advertise markdowns to meet or beat competitors' sale prices.

Advertising and Promotion

In-store promotions are a key ingredient in the Company's marketing effort.
Although most in-store promotions are pre-planned, store managers are encouraged
to use their own creativity in devising on-the-spot promotional activities, such
as customer contests and games. The Company has several standardized promotions,
including a Spin-N-Win(TM) wheel, where a customer can win instant discounts,
and a "Money Machine," where randomly selected customers attempt to catch cash
and coupons during a 30-second period inside a transparent booth where cash and
coupons are blown furiously around them. Both of these promotions exemplify the
Company's emphasis on fun and excitement in order to enhance the customer's
total shopping experience.

The Company uses various forms of media advertising in conjunction with its
extensive in-store promotions. The focus of the Company's media advertising is
to communicate the exceptional value offered by the Company on name brand and
private label footwear. Print ads typically display a selection of special sale
items or desirable new products. Radio and television spots utilize an
entertaining format to capture the consumers attention while highlighting on
sale items or special promotions.

                                        4
<PAGE>


The Company directs 59% of its total advertising budget to
television and radio, but also utilizes print media (including newspaper inserts
and direct mail) and outdoor advertising. A special effort is made to utilize
the cooperative advertising dollars offered by vendors whenever possible. By
widely advertising through newspaper, television and radio prior to a grand
opening, the Company strives to make each new store opening a major retail
event. Major promotions during the grand openings and peak selling periods allow
customers to win prizes such as cruises, computers, merchandise or cash.

Store Operations

Management of store operations is the responsibility of the Company's Senior
Vice President - Store Operations, who is assisted by divisional managers,
regional managers and the individual store managers. The Company's store
management structure is flat relative to most other retailers. This permits the
Company to reduce management expense by eliminating the district manager
position and delegating more responsibility to store managers. Currently there
are two divisions designated as the North and South Divisions. The divisional
managers are currently responsible for eleven and ten regions, but ultimately
are expected to manage up to fifteen regions. Each regional manager is
responsible for the operation of between five and twelve stores and is required
to visit each store periodically, concentrating more heavily on under-performing
stores. Regional managers collectively meet with their respective divisional
manager on a monthly basis, except during peak sales periods, and quarterly with
the Senior Vice President - Store Operations and other members of senior
management to discuss Company strategies, merchandise, advertising, financial
performance and personnel requirements.

Each store has a store manager and one to four assistant managers, depending on
the sales volume of the store. The sales staff ranges from two to 63 employees
depending on the size of the store and the time of year. Store managers and most
assistant managers are paid a salary, while all other store employees are paid
on an hourly basis. The Company provides an incentive compensation plan for
virtually all employees. Regional and store manager incentive plans are based
primarily upon the sales and profitability of their respective stores as
compared to defined goals. Assistant store managers and other store employees
earn incentive compensation based on the store exceeding inventory shrinkage
goals.

Administrative functions are centrally controlled from corporate headquarters.
These functions include accounting, purchasing, store maintenance, information
systems, advertising, distribution and pricing. Regional and store managers are
expected and encouraged to provide feedback to all corporate departments to
improve efficiencies. Regional and store managers are charged with making
merchandising decisions necessary to maximize sales and profits primarily
through merchandise placement, signage and timely clearance of slower selling
items.

The Company maintains inventory shrinkage rates (.5% of sales in fiscal 2000)
substantially below the retail industry average. Management attributes this
success to an in-store loss prevention staff, improved information reporting and
surveillance systems in many of the Company's stores. Management also believes
that tying incentive compensation for store employees to the achievement of
targeted shrinkage levels raises employee awareness of loss prevention.

Store Location and Design

The number of stores opened and closed for fiscal years 2000, 1999 and 1998 are
as follows:

   Fiscal Year                              2000          1999          1998
                                         ---------      --------      --------

   Stores open at beginning of year          138           111            92
   Opened during year                         32            28            20
   Closed during year                          5             1             1
                                         ---------      --------      -------

   Stores open at end of year                165           138           111
                                         =========      ========      ========

At February 3, 2001, the Company had 165 stores located in 23 states, primarily
in the Midwest, South and Southeastern regions of the United States. Although
seven stores are located in enclosed malls, the Company prefers strip shopping
center locations, where occupancy costs are typically lower and the Company
enjoys greater operating freedom to implement its non-traditional retail
methods. Management feels that most consumers enjoy the convenience offered by
strip shopping centers as opposed to enclosed malls.

                                        5
<PAGE>


All of the Company's stores are leased rather than owned. Management believes
that the flexibility afforded by leasing allows the Company to avoid the
inherent risk of owning real estate, particularly with respect to
under-performing stores. In a particular market, potential store site selection
criteria include, among other factors, market demographics, traffic counts, the
retail mix of a potential retail strip center, visibility within the center and
from major thoroughfares, overall retail activity of the area and proposed lease
terms.

The Company's stores are designed and fixtured to reflect the high energy level
of its retail concept and to convey a carnival-like atmosphere. Stores are
typically equipped with a sound system, microphone, "Money Machine" and
Spin-N-Win(TM) wheel. Open-stock inventories, neon signs, flashing colored
lights and large mirrors, striking fixtures and colorful carpet are utilized to
make the stores appear larger and more exciting. Merchandise is typically
displayed within a store by category, with athletic footwear (and licensed team
sports apparel in certain stores) generally located in the center of the store
to provide a transition between women's and men's footwear. Checkout counters
are located at the front of each store, supermarket style, to facilitate
high-volume throughput and minimize inventory shrinkage. The average store has
approximately five checkout lanes.

As of February 3, 2001, the Company's stores averaged approximately 11,600
square feet, ranging in size from 6,500 to 26,500 square feet, except for an
atypical mall store of approximately 2,100 square feet. Currently, the new store
prototype calls for between 12,000 and 15,000 square feet but stores in the
8,000 square foot range will be considered. The size of a store is dependent
upon, among other factors, the location of the store and the population base the
store is expected to service. The sales area of most stores is approximately 85%
of the gross store size.

Capital expenditures for new stores are expected to average approximately
$330,000, including point-of-sale equipment which is generally acquired through
equipment leasing transactions. The average inventory 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.

Distribution

The Company operates a single distribution facility in Evansville, Indiana. A
92,000 square foot addition to the distribution center which began in the Fall
of 1998, was completed in 1999 at a total cost of $7.6 million. The expansion
doubled the size of the distribution center to 200,000 square feet.
Additionally, the Company installed state-of-the-art material handling, picking,
sorting equipment and software. The enhanced facility increased the Company's
distribution capacity to at least 400 stores.

The distribution center processes virtually all merchandise prior to shipping to
the stores. At a minimum, this includes count verification, price and bar code
labeling of each unit, redistribution of an order into size assortments and
allocation of shipments to individual stores. Once a distribution order form is
received from the buying staff, the remainder of the distribution process,
including packing, allocating, storing and shipping is essentially paperless.
Merchandise is shipped to each store from one to two times a week, depending on
store volume, proximity to other stores and proximity to the distribution
center. The majority of shipments are handled by a dedicated carrier, with
occasional use of common carriers.

Management Information Systems

The Company has devoted significant resources to expand its sophisticated
information technology systems. The corporate computer network connects every
store, providing up-to-date sales and inventory information as required. Each
store has an independent point-of-sale controller, with two to 12 point-of-sale
terminals per store. To provide maximum flexibility and maintain data integrity,
the Company's information systems are based upon relational database technology.
The Company's distribution facility utilizes a spread spectrum radio frequency
network to assure accurate, real-time information throughout the distribution
operation. Each member of the buying and distribution staff has on-line access
to up-to-date sales and inventory information broken down by store, style,
color, size and width. Additional data analysis can be quickly provided on
demand by using either a fourth generation language programming tool or personal
computer tools that access the Company's database.

State of the art point-of-sales systems utilize bar code technology to capture
sales, gross margin and inventory information. The system provides, in addition
to other features, full price management (including price look-up), promotional
tracking capabilities (in support of the spontaneous nature of the in-store
price promotions), real-time margin analysis by product category at the store
level, check approval and customer tracking.

                                        6
<PAGE>


Competition

The retail footwear business is highly competitive. The Company believes that
the principal competitive factors in its industry are merchandise selection,
price, fashion, quality, location, store environment and service. The Company
competes primarily with department stores, shoe stores, sporting goods stores
and mass merchandisers.

Many of the Company's competitors are significantly larger and have
substantially greater financial and other resources than the Company. However,
management believes that its distinctive retail format, in combination with its
wide merchandise selection, competitive prices and low operating costs, enable
the Company to compete effectively in each market that it enters.

Employees

At February 3, 2001, the Company had approximately 2,850 employees, of which
approximately 1,500 were employed on a part-time or seasonal basis. The number
of employees fluctuates during the year primarily due to seasonality. None of
the Company's employees is represented by a labor union.

Management attributes a large portion of the Company's success in various areas
of cost control to its inclusion of virtually all employees in incentive
compensation plans. The Company also contributes all or a portion of the cost of
medical, disability and life insurance coverage for those employees who are
eligible to participate in Company sponsored plans. All employees also receive
discounts on Company merchandise. The Company considers its relationship with
its employees to be satisfactory.

Trademarks

The Company owns the following federally registered trademarks and servicemarks:
Shoe Carnival(R), The Carnival(R), Nuff Said(R), Donna Lawrence(R), Oak
Meadow(R), Victoria Spenser(R), Chase and Brittney's(R), Via Nova(R), Fresh
Stuff(R), Innocence(R) and Carnival Lites(R). The Company believes its marks are
valuable and, accordingly, intends to maintain its marks and the related
registrations. The Company is not aware of any pending claims of infringement or
other challenges to the Company's right to use its marks.


ITEM 2.  PROPERTIES

The Company leases all existing stores and intends to lease all future stores.
All leases for existing stores provide for fixed minimum rentals and most
provide for contingent rental payments based upon various specified percentages
of sales above minimum levels. Certain leases also contain escalator clauses for
increases in minimum rentals, operating costs and taxes.

The Company owns its headquarters and distribution center which are located at
8233 Baumgart Road, Evansville, Indiana. See ITEM 1 "Business--Distribution."


ITEM 3.   LEGAL PROCEEDINGS

The Company is involved in various legal proceedings incidental to the conduct
of its business. Management does not expect that any such proceedings will have
a material adverse effect on the Company's financial position and results of
operations.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company did not submit any matters to a vote of security holders during the
fourth quarter of the 2000 fiscal year.



                                        7
<PAGE>




Executive Officers of the Company

Name                Age                    Position
----------------    ---    -----------------------------------------------------
J. Wayne Weaver      66    Chairman of the Board and Director

Mark L. Lemond       46    President, Chief Executive Officer and Director

Timothy T. Baker     44    Senior Vice President-Store Operations

Clifton E. Sifford   47    Senior Vice President-General Merchandise Manager

W. Kerry Jackson     39    Vice President-Chief Financial Officer and Treasurer

Mr. Weaver is the Company's  principal  shareholder  and has served as Chairman
of the Board of the Company since March 1988.  From 1978 until February 2, 1993,
Mr. Weaver had served as president and chief  executive  officer of Nine West
Group Inc., a designer,  developer  and marketer of women's  footwear.  He has
over 40 years of experience  in the footwear  industry.  Mr. Weaver is a former
director  of Nine West  Group  Inc.  Mr.  Weaver  serves as  chairman  and
chief  executive  officer  of Jacksonville Jaguars, LTD and chairman and chief
executive officer of LC Footwear, LLC.

Mr. Lemond has been employed by the Company as President and Chief  Executive
Officer since  September 1996. From March 1988 to September  1996,  Mr.  Lemond
served as Executive  Vice  President,  Chief  Financial  Officer,  Treasurer
and Assistant Secretary.  On February 3, 1994, Mr. Lemond was promoted to the
position of Chief  Operating  Officer.  Mr. Lemond has served as a director  of
the  Company  since  March  1988.  Prior to March  1988,  he served in similar
officer  capabilities  with Russell's  Shoe Biz,  Inc.  Prior to joining
Russell's  Shoe Biz,  Inc.  in 1987,  Mr.  Lemond  was a partner  with a public
accounting firm.  He is a Certified Public Accountant.

Mr.  Baker has been  employed by the Company as Vice  President - Store
Operations  since May 1992.  Prior to that time,  he served as a Regional
Manager of the Company.  Mr. Baker was promoted to Senior Vice  President on
March 25, 1994.  From 1983 to June 1989, Mr. Baker held various retail positions
with Payless ShoeSource.

Mr. Sifford has been employed by the Company as Senior Vice President - General
Merchandise Manager since April 13, 1997. Prior to joining the Company, Mr.
Sifford served as merchandise manager-shoes for Belk Store Services, Inc.

Mr.  Jackson has been  employed by the Company as Vice  President - Chief
Financial  Officer and Treasurer  since  September 1996.  From  January  1993 to
September  1996,  Mr.  Jackson  served as Vice  President -  Controller  and
Chief  Accounting Officer.  Prior to January  1993,  Mr.  Jackson  held various
accounting  positions  with the Company.  Prior to joining the Company in 1988,
Mr. Jackson was associated with a public accounting firm.  He is a Certified
Public Accountant.

Executive officers of the Company serve at the discretion of the Board of
Directors. There is no family relationship between any of the directors or
executive officers of the Company.

(Pursuant to General Instruction G(3) of Form 10-K, the foregoing information is
included as an unnumbered Item in Part I of this Annual Report in lieu of being
included in the Company's Proxy Statement for its 2001 Annual Meeting of
Shareholders.)


                                        8
<PAGE>



                                     PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

The Common Stock has been quoted on the Nasdaq Stock Market under the trading
symbol "SCVL" since March 16, 1993.

The quarterly high and low trading prices for 2000 and 1999 are as follows:

                                       High               Low
                                   -------------     -------------

Fiscal Year 2000
First Quarter                        $  13.75          $   7.22
Second Quarter                           9.75              4.81
Third Quarter                            7.13              4.75
Fourth Quarter                           7.00              3.94

Fiscal Year 1999
First Quarter                        $  15.50          $   8.88
Second Quarter                          17.13             13.00
Third Quarter                           13.31              8.50
Fourth Quarter                          10.69              7.13



As of March 2, 2001, there were approximately 245 holders of record of the
Common Stock.

The Company does not currently intend to pay cash dividends on its Common Stock
in the foreseeable future. The payment of any future dividends will be at the
discretion of the Company's Board of Directors and will depend upon, among other
things, future earnings, operations, capital requirements, the general financial
condition of the Company and general business conditions.

No unregistered equity securities were sold by the Company during fiscal 2000.



                                        9
<PAGE>



ITEM 6.  SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>

(In thousands, except share and operating data)

Fiscal years (1)         2000        1999        1998        1997        1996
                      ----------  ----------  ----------  ----------  ----------
<S>                   <C>         <C>         <C>         <C>         <C>

Income Statement Data:
 Net sales            $  418,164  $  339,929  $  280,157  $  246,520  $ 233,945
 Cost of sales
   (including buying,
   distribution and
   occupancy costs)      298,233     238,097     196,141     173,953    168,814
                      ----------  ----------  ----------  ----------  ---------

 Gross profit            119,931     101,832      84,016      72,567     65,131
 Selling, general and
   administrative
   expenses              100,692      80,888      66,464      59,438     57,405
 Restructuring credit                                                      (474)
                      ----------  ----------  ----------  ----------  ---------

 Operating income         19,239      20,944      17,552      13,129      8,200
 Interest expense          3,168       1,010         507         912      1,242
                      ----------  ----------  ----------  ----------  ---------

Income before income
   taxes                  16,071      19,934      17,045      12,217      6,958
Income tax expense         6,348       7,973       6,818       4,826      2,818
                      ----------  ----------  ----------  ----------  ---------

Net income            $    9,723  $   11,961  $   10,227  $    7,391  $   4,140
                      ==========  ==========  ==========  ==========  =========

Net income per share:
   Basic              $      .79  $      .90  $      .78  $      .57  $     .32
   Diluted            $      .78  $      .88  $      .76  $      .56  $     .32

Average shares
   outstanding:
     Basic                12,354      13,284      13,150      13,049     13,023
     Diluted              12,455      13,578      13,429      13,238     13,029
-------------------------------------------------------------------------------
Selected Operating
   Data (2):
 Stores open at end
   of year                   165         138         111          92         93
 Square footage of
   store space at
   year-end (000's)        1,911       1,590       1,274       1,021      1,026
 Average sales per
   store (000's)      $    2,744  $    2,744  $    2,791  $    2,720  $   2,543
 Average sales per
   square foot        $      237  $      238  $      250  $      245  $     233
 Comparable store
   sales                    2.5%        1.4%        3.6%        6.1%      (1.1%)
-------------------------------------------------------------------------------
Balance Sheet Data:
 Working capital      $   87,691  $   68,346  $   47,668  $   48,889  $  45,090
 Total assets            187,351     162,853     120,761      96,201     93,926
 Long-term debt and
   other indebtedness     41,137      22,338       1,361       6,133      9,621
 Total shareholders'
   equity                 96,313      93,345      82,667      71,609     63,772
-------------------------------------------------------------------------------
<FN>

(1)   The Company's fiscal year is a 52/53 week year ending on the Saturday
      closest to January 31. Unless otherwise stated, references to years 2000,
      1999, 1998, 1997, and 1996 relate respectively to the fiscal years ended
      February 3, 2001, January 29, 2000, January 30, 1999, January 31, 1998,
      and February 1, 1997. Fiscal year 2000 consisted of 53 weeks and the other
      fiscal years consisted of 52 weeks.


(2)   Selected Operating Data has been adjusted to a comparable 52 week basis
      for 2000.
</FN>
</TABLE>



                                       10
<PAGE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

The Company's fiscal year consists of a 52/53 week period ending on the Saturday
closest to January 31. Unless otherwise stated, references to the years 2000,
1999 and 1998 relate respectively to the fiscal years ended February 3, 2001,
January 29, 2000 and January 30, 1999. Fiscal year 2000 consisted of 53 weeks
and fiscal years 1999 and 1998 consisted of 52 weeks.

Results of Operations

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

                                           2000          1999           1998
                                       ------------   ------------  ------------

Net sales                                 100.0%        100.0%         100.0%
Cost of sales (including buying,
  distribution and occupancy costs)        71.3          70.0           70.0
                                       ------------   -----------    -----------

Gross profit                               28.7          30.0           30.0
Selling, general and
  administrative expenses                  24.1          23.8           23.7
                                       ------------   -----------    -----------

Operating income                            4.6           6.2            6.3
Interest expense                            0.8           0.3            0.2
                                       ------------   -----------    -----------

Income before income taxes                  3.8           5.9            6.1
Income tax expense                          1.5           2.4            2.4
                                       ------------   -----------    -----------

Net income                                  2.3%          3.5%           3.7%
                                       ============   ===========    ===========


2000 Compared to 1999

Net Sales

Net sales increased $78.2 million to $418.2 million in 2000, a 23.0% increase
over net sales of $339.9 million in 1999. The increase was attributable to the
sales generated by the 27 stores opened in 2000 (net of five stores closed), the
effect of a full year's worth of sales for the 27 stores opened in 1999 (net of
one store closed), sales in the additional week included in 2000 and a
comparable store sales increase of 2.5%. Increases in comparable store sales
were realized in all major footwear categories with the exception of the women's
non-athletic category.

Gross Profit

Gross profit increased $18.1 million to $119.9 million in 2000, a 17.8% increase
from gross profit of $101.8 million in 1999. The Company's gross profit margin
decreased to 28.7% from 30.0% in 1999. As a percentage of sales, the merchandise
gross profit margin decreased by 1.0% and buying, distribution and occupancy
costs increased by .3%. The decrease in merchandise margins resulted from a
decline in the gross profit margins realized from the sale and liquidation of
spring season product, particularly sandals and dress shoes. This was partially
offset by higher gross margins realized on fall season product, especially
women's, men's and children's boots. The increase in the buying, distribution
and occupancy costs was largely the result of higher occupancy costs.


                                       11
<PAGE>


Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $19.8 million to $100.7
million in 2000 from $80.9 million in 1999. As a percentage of sales, these
expenses increased .3% in 2000 primarily as a result of higher advertising
costs. The Company's policy is to expense all non-capital pre-opening
expenditures as they are incurred. The aggregate of pre-opening expenses for the
32 new stores in 2000 was approximately $2.4 million, or .6% of sales, and $2.1
million, or 0.6% of sales, for the 28 new stores in 1999.

Interest Expense

Interest expense increased to $3.2 million (net of interest income of $49,000)
in 2000 from $1.0 million (net of interest income of $32,000) in 1999. The
increase was attributable to a higher effective interest rate and increased
borrowings used to fund the Company's store expansion and the common share
repurchase program. The weighted average interest rate on total debt was 8.2% in
2000 and 7.3% in 1999.

Income Taxes

The effective income tax rate for 2000 was 39.5% and 40% for 1999. The effective
income tax rate for both years differed from the statutory rate due primarily to
state and local income taxes, net of the federal tax benefit.

1999 Compared to 1998

Net Sales

Net sales increased $59.8 million to $339.9 million in 1999, a 21.3% increase
over net sales of $280.2 million in 1998. The increase was attributable to the
sales generated by the 27 stores opened in 1999 (net of one store closed), the
effect of a full year's worth of sales for the 19 stores opened in 1998 (net of
one store closed) and a comparable store sales increase of 1.4%. Increases in
comparable store sales were realized in all major footwear categories with the
exception of the children's category. Average sales per square foot in stores
open the full year decreased to $238 in 1999 from $250 in 1998 due to the lower
sales productivity of stores opened in 1998.

Gross Profit

Gross profit increased $17.8 million to $101.8 million in 1999, a 21.2% increase
from gross profit of $84.0 million in 1998. The Company's gross profit margin
remained steady at 30.0% for the two years. As a percentage of sales, an
increase in the merchandise gross profit margin of 0.3% was offset by an
increase of 0.3% in buying, distribution and occupancy costs. The increase in
the buying, distribution and occupancy costs was largely the result of higher
distribution costs associated with inefficiencies experienced during the
expansion of the Company's distribution center. (See discussion of capital asset
acquisitions under "Liquidity and Capital Resources".)

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $14.4 million to $80.9
million in 1999 from $66.5 million in 1998. As a percentage of sales, these
expenses increased 0.1% in 1999 primarily as a result of the higher advertising
costs. The Company's policy is to expense all non-capital pre-opening
expenditures as they are incurred. The aggregate of pre-opening expenses for the
28 new stores in 1999 was approximately $2.1 million, or 0.6% of sales, and $1.7
million, or 0.6% of sales, for the 20 new stores in 1998.

Interest Expense

Interest expense increased to $1.0 million (net of interest income of $32,000)
in 1999 from $507,000 (net of interest income of $46,000) in 1998. The increase
in interest expense was attributable to increased borrowings used to fund the
Company's store expansion and common share repurchase program in 1999. The
weighted average interest rate on total debt was 7.3% in 1999 and 8.5% in 1998.

                                       12
<PAGE>


Income Taxes

The effective income tax rate for 1999 and 1998 was 40%. The effective income
tax rate for both years differed from the statutory rate due primarily to state
and local income taxes, net of the federal tax benefit.

Liquidity and Capital Resources

The Company's sources and uses of cash are summarized as follows:

(000's)
Fiscal years                                    2000        1999         1998
                                             ---------    --------    ---------

Net income plus depreciation
  and amortization                           $  20,069    $ 20,339    $  16,795
Deferred income taxes                            1,237       1,131          414
Working capital(increases)decreases            (18,100)    (20,787)       1,326
Other operating activities                         (96)       (328)          80
                                             ---------    --------    ---------
Net cash provided by operating activities        3,110         355       18,615
Net cash used in investing activities          (12,979)    (19,441)     (12,487)
Net cash used to repurchase common shares       (7,576)     (2,424)           0
Net cash provided by (used in) other
  financing activities                          18,997      21,241       (5,755)
                                             ---------    --------    ---------
Net increase (decrease) in cash and cash
  equivalents                                    1,552        (269)         373
Cash and cash equivalents at
  beginning of year                              1,675       1,944        1,571
                                             ---------    --------    ---------
Cash and cash equivalents at end of year     $   3,227    $  1,675    $   1,944
                                             =========    ========    =========

The Company's primary sources of funds are cash flows from operations and
borrowings under its revolving credit facility. Cash provided from operating
activities was $3.1 million, $355,000 and $18.6 million in 2000, 1999 and 1998,
respectively. Excluding changes in operating assets and liabilities, $21.2
million, $21.1 million and $17.3 million was provided by operating activities in
2000, 1999 and 1998, respectively. Merchandise inventories increased $18.3
million (17.5%) to $123.0 million at February 3, 2001 compared with $104.7
million at January 29, 2000. The increase in merchandise inventories resulted
primarily from the 27 additional stores operated at February 3, 2001(a 19.6%
increase).

Working capital was $87.7 million at February 3, 2001 and $68.3 million at
January 29, 2000. The current ratio at February 3, 2001 was 3.1 as compared to
2.7 at January 29, 2000. The increase from the prior year was primarily a result
of an increase in merchandise inventories. Long-term debt as a percentage of
total capital (long-term debt plus shareholders' equity) increased to 29.9% at
February 3, 2001 as compared to 19.3% at January 29, 2000. The increase in
long-term debt was used to fund the store expansion program and common share
repurchases of $7.6 million.

Capital expenditures, net of lease incentives, were $13.8 million in 2000, $20.3
million in 1999 and $14.6 million in 1998. These amounts include $783,000,
$808,000 and $1.9 million of capital lease obligations incurred in 2000, 1999
and 1998, respectively. Of the 2000 expenditures, $10.1 million was incurred for
new stores and $1.3 million was incurred for the remodeling of certain stores.
The remaining capital expenditures in 2000 were primarily for various store
improvements, merchandise display and signage enhancements and technology.

An expansion and upgrade of the Company's distribution center, which began in
the Fall of 1998, was completed in 1999 at a total cost of $7.6 million, of
which $5.3 million was spent during 1999. The expansion doubled the size of the
distribution center to 200,000 square feet. Additionally, the Company installed
state-of-the-art material handling, picking and sorting equipment and software.
The conversion to the new equipment and systems was completed in the second
quarter of 2000 with the completion of personnel training. The enhanced facility
increased the Company's distribution capacity to at least 400 stores.

Capital expenditures, including assets acquired through leasing arrangements but
net of lease incentives, are expected to be $8 million to $9 million in fiscal
2001. The actual amount of cash required 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.

                                       13
<PAGE>


In fiscal 2001, the Company intends to open 15 or 16 stores at an expected
aggregate cost of between $5 million and $6 million. The remaining capital
expenditures are expected to be incurred for store remodels, visual presentation
enhancements and various other store improvements along with continued
investments in technology.

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. Net capital expenditures for a
new store is expected to average approximately $330,000, 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. On a per-store basis, for the 32 stores opened
during 2000, the initial inventory investment averaged $620,000, capital
expenditures averaged $340,000 and pre-opening expenses averaged $75,000.

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.

The Company's unsecured 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 February 3,
2001 were $40.0 million and $10.5 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. On November 8, 2000, the
credit agreement was further amended to increase the total credit facility to
$70 million and to extend the maturity date to March 31, 2003.

The Company anticipates that its existing cash and cash flow from operations,
supplemented by borrowings under its revolving credit line 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 the
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 peak selling periods: Easter, back-to-school and
Christmas.

Factors That May Effect Future Results

This Annual 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.


                                       14
<PAGE>



ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk in that the interest payable on the
Company's Credit Agreement is based on variable interest rates and therefore is
affected by changes in market rates. The Company does not use interest rate
derivative instruments to manage exposure to changes in market interest rates. A
1% change in the weighted average interest rate charged under the Credit
Agreement would have resulted in interest expense fluctuating by approximately
$370,000 in 2000 and $108,000 in 1999.


                                       15
<PAGE>


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Management

Management of the Company is responsible for the preparation, integrity and
objectivity of the financial information included in this Annual Report. The
consolidated financial statements have been prepared in conformity with
generally accepted accounting principles and necessarily include amounts which
are based upon estimates and judgments by management.

Management maintains internal accounting control systems designed to provide
reasonable assurance that assets are safeguarded, transactions are executed in
accordance with management's authorization and the accounting records may be
relied upon for the preparation of financial statements and other financial
information. This system of internal controls has been designed and is
maintained in recognition of the concept that the cost of controls should not
exceed the benefit derived therefrom.

The Audit Committee of the Board of Directors meets periodically with management
and the independent auditors to review matters relating to the Company's
financial reporting, the adequacy of internal control systems and the scope and
results of the annual audit. Representatives of the independent auditors have
free access to the Audit Committee and the Board of Directors.

The Company's consolidated financial statements have been audited by Deloitte &
Touche LLP, whose report, which follows, expresses an opinion as to the fair
presentation of the financial statements and is based on an independent audit
performed in accordance with generally accepted auditing standards.


Independent Auditors' Report

To the Board of Directors and Shareholders of Shoe Carnival, Inc.:

We have audited the accompanying consolidated balance sheets of Shoe Carnival,
Inc., as of February 3, 2001 and January 29, 2000 and the related consolidated
statements of income, shareholders' equity and cash flows for the years ended
February 3, 2001, January 29, 2000 and January 30, 1999. Our audits also
included the financial statement schedule listed in the Index at Item 14. These
financial statements and financial statement schedule are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe our audits provide a reasonable
basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Shoe Carnival, Inc., at February 3,
2001 and January 29, 2000, and the results of its operations and its cash flows
for the years ended February 3, 2001, January 29, 2000 and January 30, 1999, in
conformity with accounting principles generally accepted in the United States of
America. Also, in our opinion, such financial statement schedule, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth.



/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
San Francisco, California
March 2, 2001


                                       16
<PAGE>


<TABLE>
<CAPTION>

Shoe Carnival, Inc.
Consolidated Balance Sheets
                                           February 3,        January 29,
(In thousands)                                2001               2000
                                         ---------------    ---------------
<S>                                      <C>                <C>
Assets
Current Assets:
   Cash and cash equivalents             $       3,227      $       1,675
   Accounts receivable                           1,067                694
   Merchandise inventories                     123,035            104,730
   Deferred income tax benefit                     728                876
   Other                                         1,434              1,168
                                         -------------      -------------

Total Current Assets                           129,491            109,143
Property and equipment-net                      57,860             53,710
                                         -------------      -------------

Total Assets                             $     187,351      $     162,853
                                         =============      =============

Liabilities and Shareholders' Equity
Current Liabilities:
   Accounts payable                      $      33,030      $      33,817
   Accrued and other liabilities                 7,896              6,266
   Current portion of long-term debt               874                714
                                         -------------      -------------

Total Current Liabilities                       41,800             40,797
Long-term debt                                  41,137             22,338
Deferred lease incentives                        3,651              3,077
Deferred income taxes                            4,386              3,296
Other                                               64
                                         -------------      -------------

Total Liabilities                               91,038             69,508
                                         -------------      -------------

Shareholders' Equity:
   Common stock, $. 01 par value,
     50,000 shares authorized 13,363
     and 13,345 shares issued                      134                133
   Additional paid-in capital                   64,288             63,683
   Retained earnings                            41,676             31,953
   Treasury stock, at cost, 1,406
     and 292 shares                             (9,785)            (2,424)
                                         -------------      -------------

Total Shareholders' Equity                      96,313             93,345
                                         -------------      -------------

Total Liabilities and Shareholders'
  Equity                                 $     187,351      $     162,853
                                         =============      =============

</TABLE>

See notes to consolidated  financial statements


                                       17
<PAGE>

<TABLE>
<CAPTION>


Shoe Carnival, Inc.
Consolidated Statements of Income



(In thousands, except per share data)
Fiscal years ended             February 3,      January 29,      January 30,
                                  2001             2000             1999
                             --------------  ---------------  ---------------
<S>                          <C>             <C>              <C>

Net sales                    $     418,164   $      339,929   $      280,157
Cost of sales (including
   buying,distribution
   and occupancy costs)            298,233          238,097          196,141
                             -------------   ---------------  --------------

Gross profit                       119,931          101,832           84,016
Selling, general and
   administrative expenses         100,692           80,888           66,464
                             -------------   --------------   --------------

Operating income                    19,239           20,944           17,552
Interest expense                     3,168            1,010              507
                             -------------   --------------   --------------

Income before income taxes          16,071           19,934           17,045
Income tax expense                   6,348            7,973            6,818
                             -------------   --------------   --------------

Net income                   $       9,723   $      11,961    $       10,227
                             =============   ==============   ==============

Net income per share:
   Basic                     $         .79    $         .90    $         .78
   Diluted                   $         .78    $         .88    $         .76

Average shares outstanding:
   Basic                            12,354           13,284           13,150
   Diluted                          12,455           13,578           13,429

</TABLE>

See notes to consolidated financial statements




                                       18
<PAGE>


<TABLE>
<CAPTION>


Shoe Carnival, Inc.
Consolidated Statements of Shareholders' Equity


(In thousands)

                         Common Stock      Additional
                    ----------------------  Paid-In   Retained  Treasury
                    Issued Treasury Amount  Capital   Earnings  Stock     Total
                    ------ -------- ------ ---------  --------- --------  -----
<S>                 <C>    <C>      <C>    <C>        <C>      <C>       <C>

Balance at
  January 31, 1998  13,088       0  $   0  $61,844    $ 9,765  $     0  $71,609
Exercise of stock
  options               76                     690                          690
Employee stock
  purchase plan
  purchases             15                     141                          141
Increase in
  par value                           132     (132)
Net income                                             10,227            10,227
                    ------ -------  -----  -------    -------  -------   ------

Balance at
  January 30, 1999  13,179       0    132   62,543     19,992        0   82,667
Exercise of stock
  options              153              1    1,002                        1,003
Employee stock
  purchase plan
  purchases             13                     138                          138
Common stock
  repurchased                 (292)                             (2,424)  (2,424)
Net income                                             11,961            11,961
                    ------ -------  -----  -------    -------  -------  -------

Balance at
  January 29, 2000  13,345    (292)   133   63,683     31,953   (2,424)  93,345
Exercise of stock
  options               18      17      1      605                  90      696
Employee stock
  purchase plan
  purchases                     22                                 125      125
Common stock
  repurchased               (1,153)                             (7,576)  (7,576)
Net income                                              9,723             9,723
                    ------ -------  -----  -------    -------  -------  -------
Balance at
  February 3, 2001  13,363  (1,406) $ 134  $64,288    $41,676  $(9,785) $96,313
                    ====== =======  =====  =======    =======  =======  =======
</TABLE>


See notes to consolidated financial statements


                                       19
<PAGE>

<TABLE>
<CAPTION>

Shoe Carnival, Inc.
Consolidated Statements of Cash Flows


(In thousands)
Fiscal years ended

                                         February 3,   January 29,   January 30,
                                            2001          2000          1999
                                         -----------  ------------  ------------
<S>                                      <C>          <C>           <C>
Cash Flows From Operating Activities
Net income                               $   9,723    $  11,961     $   10,227
Adjustments to reconcile net income
   to net cash provided by operating
   activities:
     Depreciation and amortization          10,346        8,378          6,568
     Loss on retirement of assets              321           35            380
     Deferred income taxes                   1,237        1,131            414
     Other                                    (417)        (363)          (300)
     Changes in operating assets and
     liabilities:
       Merchandise inventories             (18,305)     (29,340)       (15,299)
       Accounts receivable                    (373)        (128)           214
       Accounts payable and accrued
       liabilities                             844        8,628         16,801
       Other                                  (266)          53           (390)
                                         ---------    ---------     ----------
Net cash provided by operating
   activities                                3,110          355         18,615
                                         ---------    ---------     ----------
Cash Flows From Investing Activities
   Purchases of property and equipment     (14,029)     (20,478)       (14,061)
   Lease incentives                          1,048        1,016          1,416
   Other                                         2           21            158
                                         ---------    ---------     ----------
Net cash used in investing activities      (12,979)     (19,441)       (12,487)
                                         ---------    ---------     ----------
Cash Flows From Financing Activities
   Borrowings under line of credit         413,400      203,625        102,675
   Payments on line of credit             (394,400)    (182,625)      (108,375)
   Payments on long-term debt                 (824)        (899)          (886)
   Proceeds from issuance of stock             821        1,140            831
   Common stock repurchased                 (7,576)      (2,424)
                                         ---------    ---------     ----------
Net cash provided by (used in)
  financing activities                      11,421       18,817         (5,755)
                                         ---------    ---------     ----------
Net increase (decrease) in cash and
  cash equivalents                           1,552         (269)          373
Cash and cash equivalents at beginning
  of year                                    1,675        1,944         1,571
                                         ---------    ---------     ----------
Cash and Cash Equivalents at End
  of Year                                $   3,227    $   1,675     $   1,944
                                         =========    =========     =========
Supplemental disclosures of cash flow
  information:
   Cash paid during year for interest    $   2,013    $     901    $      580
   Cash paid during year for income
     taxes                                   4,627        6,443         6,651
   Capital lease obligations incurred          783          808         1,908

</TABLE>

See notes to consolidated financial statements



                                       20
<PAGE>



Shoe Carnival, Inc.
Notes to Consolidated Financial Statements

Note 1 - Organization and Description of Business

The consolidated  financial  statements  include the accounts of Shoe Carnival,
Inc. and its  wholly-owned  subsidiary SCLC, Inc.  (collectively the "Company").
Shoe Carnival,  Inc., was incorporated on February 25, 1988 under the name of
DAR Group Investments,Inc. The Company changed its name to Shoe Carnival,Inc.,
on January 15, 1993.  SCLC, Inc. was incorporated on February 1, 1999.  The
Company's  primary  activity is the sale of footwear and related  products
through  Company-operated retail stores in the Midwest, South and Southeastern
regions of the United States.

Note 2 - Summary of Significant Accounting Policies

Fiscal Year

The Company's fiscal year consists of a 52/53 week period ending on the Saturday
closest to January 31. Unless otherwise stated, references to the years 2000,
1999 and 1998 relate respectively to the fiscal years ended February 3, 2001,
January 29, 2000 and January 30, 1999. Fiscal year 2000 consisted of 53 weeks
and fiscal years 1999 and 1998 consisted of 52 weeks.

Cash and Cash Equivalents

The Company considers all certificates of deposit and other short-term
investments with an original maturity date of three months or less to be cash
equivalents.

Merchandise Inventories

Merchandise inventories are stated at the lower of cost or market using the
first-in, first-out (FIFO) method. In determining market value, management
estimates the future sales price of items of merchandise contained in the
inventory as of the balance sheet date. Factors considered in this determination
include among others, current and recently recorded sales prices, the length of
time product has been held in inventory and quantities of various product styles
contained in inventory. The ultimate amount realized from the sale of certain
product could differ materially from management's estimates.

Property and Equipment

Property and equipment is stated at cost. Depreciation and amortization of
property, equipment and leasehold improvements are provided on the straight-line
method over the shorter of the estimated useful lives of the assets or the
applicable lease terms. Lives used in computing depreciation and amortization
range from two to 30 years. Expenditures for maintenance and repairs are charged
to expense as incurred. Expenditures which materially increase values, improve
capacities or extend useful lives are capitalized. Upon sale or retirement, the
costs and related accumulated depreciation or amortization are eliminated from
the respective accounts and any resulting gain or loss is included in
operations.

Deferred Lease Incentives

All incentives received from landlords for leasehold improvements and fixturing
of new stores are recorded as deferred income and amortized over the life of the
lease on a straight-line basis as a reduction of rental expense.

Revenue Recognition

Sales are recorded net of an estimate for returns and allowances.




                                       21
<PAGE>




Shoe Carnival, Inc.
Notes to Consolidated Financial Statements - Continued

Store Opening Costs

Non-capital expenditures incurred prior to the opening of a new store have been
charged to expense in the month the store was opened prior to 1999. Statement of
Position ("SOP")98-5, "Reporting on the Costs of Start-up Activities", requires
that beginning in 1999 all pre-opening and other start-up costs be expensed in
the period incurred. Accordingly, with the adoption of SOP 98-5 in 1999, all
pre-opening costs were expensed in the period incurred. This change did not have
a material impact on the Company's consolidated financial statements.

Advertising Costs

Print, radio and television communication costs are generally expensed when
incurred. Internal production costs are expensed when incurred and external
production costs are expensed in the year the advertisement first takes place.
Advertising expenses included in selling, general and administrative expenses
were $19.7 million in 2000, $14.8 million in 1999 and $11.5 million in 1998.

Comprehensive Income

Statement of Financial Accounting Standards ("SFAS") No. 130, "Comprehensive
Income," requires the presentation of comprehensive income, in addition to the
existing income statement. Comprehensive income is defined as the change in
equity during a period from transactions and other events, excluding changes
resulting from investments by owners and distributions to owners. For all years
presented, there are no items requiring separate disclosure in accordance with
this statement.

Segments of an Enterprise and Related Information

SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information" requires the disclosure of segment related information based on how
management makes decisions about allocating resources to segments and measuring
their performance. The Company has one business segment that offers the same
principal product and service throughout the Midwest, South and Southeastern
regions of the United States. Based on the current organizational structure of
the Company, the financial information presented is in compliance with this
accounting pronouncement.

Derivative Instruments and Hedging Activities

SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", as
amended, establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts and hedging activities. Under SFAS No. 133, certain contracts that
were not formerly considered derivatives may now meet the definition of a
derivative. The Company has adopted SFAS No. 133 effective February 4, 2001. The
adoption of SFAS No. 133 will not have a significant impact on the financial
position, results of operations or cash flows of the Company.

Use of Management Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires that management make certain
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements. The reported amounts of revenues and expenses during
the reporting period may be affected by the estimates and assumptions management
is required to make. Actual results could differ from those estimates.



                                       22
<PAGE>






Shoe Carnival, Inc.
Notes to Consolidated Financial Statements - Continued

Note 3 - Property and Equipment-net

The following is a summary of property and equipment:

(000's)                                      February 3,         January 29,
                                                2001                2000
                                           -------------       -------------

Land                                       $         205       $         205
Buildings                                          8,953               8,912
Furniture, fixtures and equipment                 50,899              46,615
Leasehold improvements                            33,913              29,601
Equipment under capital leases                     3,818               4,305
                                           -------------       -------------

Total                                             97,788              89,638
Less accumulated depreciation
  and amortization                                39,928              35,928
                                           -------------       -------------

Property and equipment-net                 $      57,860       $      53,710
                                           =============       =============

Note 4 - Accrued and Other Liabilities

Accrued and other liabilities consisted of the following:

(000's)                                      February 3,         January 29,
                                                2001                2000
                                           -------------       -------------

Employee compensation and benefits         $       2,906       $       1,848
Accrued rent                                       1,863               1,336
Other                                              3,127               3,082
                                           -------------       -------------
Total accrued and other liabilities        $       7,896       $       6,266
                                           =============       =============

Note 5 - Long-Term Debt

Long-term debt consisted of the following:

(000's)                                      February 3,         January 29,
                                                2001                2000
                                           -------------       -------------
Credit agreement                           $      40,000              21,000
Capital lease obligations (see Note 6)             2,011       $       2,052
                                           -------------       -------------
Total                                             42,011              23,052
Less current portion                                 874                 714
                                           -------------       -------------
Total long-term debt, net of
  current portion                          $      41,137       $      22,338
                                           =============       =============


                                       23
<PAGE>


Shoe Carnival, Inc.
Notes to Consolidated Financial Statements - Continued

The Company has an unsecured credit agreement (the "Credit Agreement") with a
bank group which allows for both cash advances and the issuance of letters of
credit. On April 16, 1999, the Credit Agreement was amended to increase the
facility $10 million to a total of $45 million, to adjust certain economic terms
and financial covenants and to extend the maturity date to March 31, 2001. On
March 24, 2000, the credit agreement was amended to increase the total facility
to $55 million and extend the maturity date to March 31, 2002. On November 8,
2000, the credit agreement was further amended to increase the total credit
facility to $70 million and to extend the maturity date to March 31, 2003.

Borrowings under the amended facility are based on eligible inventory and bear
interest, at the Company's option, at the agent bank's prime rate (8.5% at
February 3, 2001) minus 0.5% or LIBOR plus from 0.75% to 1.5%, depending on the
Company's achievement of certain performance criteria. A commitment fee 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. At February 3, 2001 outstanding
letters of credit were approximately $10.5 million.

Note 6 - Leases

The Company leases all of its retail locations and certain equipment under
operating leases expiring at various dates through 2015. One hundred and
forty-six leases provide for contingent rental payments of between 2% and 5% of
sales in excess of stated amounts. Certain leases also contain escalation
clauses for increases in minimum rentals, operating costs and taxes. In
addition, the Company leases equipment under capitalized leases expiring at
various dates through 2004.

Rental expense for the Company's operating leases consisted of:

(000's)
Fiscal years                              2000           1999          1998
                                     -------------  -------------  -------------

Rentals for real property            $      22,102  $      17,394  $      13,822
Equipment rentals                              419            386            437
                                     -------------  -------------  -------------

Total                                $      22,521  $      17,780  $      14,259
                                     =============  =============  =============

Future minimum lease payments at February 3, 2001 are as follows:

(000's)                                 Operating       Capital
Fiscal years                             Leases         Leases
                                     -------------  -------------

2001                                 $      23,371  $       1,008
2002                                        23,205            798
2003                                        21,954            329
2004                                        19,778             98
2005                                        18,140
Thereafter to 2015                          67,677
                                     -------------  -------------

Minimum lease payments               $     174,125          2,233
                                      ============
Less imputed interest at rates
  ranging from 7.5% to 11.6%                                  222
                                                    -------------
Present value of net minimum lease
  payments of which $874 is
  included in current liabilities                   $       2,011
                                                    =============

The present value of minimum lease payments for equipment under capital lease is
included in long-term debt (see Note 5).

                                       24
<PAGE>



Shoe Carnival, Inc.
Notes to Consolidated Financial Statements - Continued


Investment in equipment under capital lease, which is included in property and
equipment, was:

(000's)                        February 3,       January 29,
                                  2001              2000
                             -------------     -------------

Equipment                    $       3,818     $       4,305
Less accumulated
  amortization                       1,485             2,075
                             -------------     -------------
Equipment under capital
  lease-net                  $       2,333     $       2,230
                             =============     =============


Note 7 - Income Taxes

The provision for income taxes consisted of:

(000's)
Fiscal years                      2000              1999             1998
                             -------------     -------------     -------------

Current:
   Federal                   $       4,518     $       5,857     $       5,591
   State                               593               985               813
                             -------------     -------------     -------------

 Total current                       5,111             6,842             6,404
                             -------------     -------------     -------------

Deferred:
   Federal                           1,096               990               375
   State                               141               141                39
                             -------------     -------------     -------------

 Total deferred                      1,237             1,131               414
                             -------------     -------------     -------------

 Total provision             $       6,348     $       7,973     $       6,818
                              ============      ============      ============

Included in other current assets are income tax receivables in the amounts of
$1,000 and $7,000 as of February 3, 2001 and January 29, 2000, respectively.

A reconciliation between the statutory federal income tax rate and the effective
income tax rate is as follows:

Fiscal years                      2000              1999             1998
                             -------------     -------------     -------------

U.S. Federal statutory
   tax rate                       35.0%             35.0%            35.0%
State and local income
   taxes, net of federal
   tax benefit                     5.0               5.1              5.1
Other                             (0.5)             (0.1)            (0.1)
                             -------------     -------------     -------------

Effective income tax rate         39.5%             40.0%            40.0%
                             =============     =============     =============

                                       25
<PAGE>



Shoe Carnival, Inc.
Notes to Consolidated Financial Statements - Continued

Deferred income taxes are the result of temporary differences in the recognition
of revenue and expense for tax and financial reporting purposes. The sources of
these differences and the tax effect of each are as follows:

(000's)                                            February 3,      January 29,
                                                      2001              2000
                                                 -------------    -------------

Deferred tax assets:
   Accrued rent                                  $         653    $         524
   Accrued compensation                                    252              241
   Federal net operating loss carryforward                  87              131
   Lease incentives                                         37               10
   Other                                                   171              149
                                                 -------------    -------------

   Total deferred tax assets                     $       1,200    $       1,055
                                                 =============    =============

Deferred tax liabilities:
   Depreciation                                  $       2,484    $       1,781
   Purchase accounting adjustments                         788              844
   Inventory valuation                                     559              190
   Inventory purchase discounts                          1,027              660
                                                 -------------    -------------

   Total deferred tax liabilities                $       4,858    $       3,475
                                                 =============    =============

Note 8 - Employee Benefit Plans

Retirement Savings Plan

On February 24, 1994, the Company's Board of Directors approved the Shoe
Carnival Retirement Savings Plan (the "Retirement Plan"). The Retirement Plan is
open to all employees who have been employed for one year, are at least 21 years
of age and who work at least 1,000 hours per year. The primary savings mechanism
under the Retirement Plan is a 401(k) plan under which an employee may
contribute up to 15% of earnings with the Company matching the first 4% at a
rate of 50%.

Employee and Company contributions are paid to a trustee and invested in up to
16 investment options at the participants' direction. The Company contributions
to the participants' accounts become fully vested upon completion of five years
of participation in the Retirement Plan. Contributions charged to expense in
2000, 1999 and 1998 were $334,000, $256,000 and $199,000, respectively.

Stock Purchase Plan

On May 11, 1995, the Company's shareholders approved the Shoe Carnival, Inc.
Employee Stock Purchase Plan (the "Stock Purchase Plan") as adopted by the
Company's Board of Directors on February 9, 1995. The Stock Purchase Plan
reserves 300,000 shares of the Company's common stock (subject to adjustment for
any subsequent stock splits, stock dividends and certain other changes in the
common stock) for issuance and sale to any employee who has been employed for
more than a year at the beginning of the calendar year, and who is not a 10%
owner of the Company's stock, at 85% of the then fair market value up to a
maximum of $5,000 in any calendar year. During 2000, 22,000 shares of common
stock were purchased by participants in the plan and proceeds to the Company for
the sale of those shares totaled approximately $125,000.



                                       26
<PAGE>


Shoe Carnival, Inc.
Notes to Consolidated Financial Statements - Continued


Deferred Compensation Plan

In 2000 the Company established a non-qualified deferred compensation plan for
certain key employees who, due to Internal Revenue Service guidelines, cannot
take full advantage of the Company sponsored 401(k) plan. Participants in the
plan elect on an annual basis to defer, on a pre-tax basis, portions of their
current compensation until retirement, or earlier if so elected. While not
required to, the Company can match a portion of the employees' contributions
which would be subject to vesting requirements. The plan is currently unfunded.
Compensation expense for the Company's match and earnings on the deferred
amounts for 2000 were $18,000. Total deferred compensation liability at February
3, 2001 was $64,000.

Note 9 - Stock Option and Incentive Plans

1993 Stock Option and Incentive Plan

Effective January 15, 1993, the Company's Board of Directors and shareholders
approved the 1993 Stock Option and Incentive Plan (the "1993 Plan"). The 1993
Plan reserves for issuance 1,500,000 shares of the Company's common stock
(subject to adjustment for any subsequent stock splits, stock dividends and
certain other changes in the common stock) pursuant to any incentive awards
granted by the Stock Option Committee of the Board of Directors which
administers the 1993 Plan. The 1993 Plan provides for the grant of incentive
awards in the form of stock options or restricted stock to officers and other
key employees of the Company. Stock options granted under the plan may be either
options intended to qualify for federal income tax purposes as "incentive stock
options" or options not qualifying for favorable tax treatment ("non-qualified
stock options"). At February 3, 2001, 124,872 shares of unissued common stock
were reserved for future grants under the plan.

Outside Directors Stock Option Plan

Effective March 4, 1999, the Company's Board of Directors approved the Outside
Directors Stock Option Plan (the "Directors Plan"). The Directors Plan reserves
for issuance 25,000 shares of the Company's common stock (subject to adjustment
for any subsequent stock splits, stock dividends and certain other changes to
the common stock). The Directors Plan calls for each non-employee Director to
receive on April 1st of each year an option to purchase 1,000 shares of the
Company's common stock at the market price on the date of grant. The option will
vest six months from the grant date and expire ten years from the date of grant.
At February 3, 2001, 21,000 shares of unissued common stock were reserved for
future grants under the plan.

2000 Stock Option and Incentive Plan

Effective June 8, 2000, the Company's Board of Directors and shareholders
approved the 2000 Stock Option and Incentive Plan (the "2000 Plan"). The 2000
Plan reserves for issuance 1,000,000 shares of the Company's common stock
(subject to adjustment for any subsequent stock splits, stock dividends and
certain other changes in the common stock) pursuant to any incentive awards
granted by the Stock Option Committee of the Board of Directors which
administers the 2000 Plan. The 2000 Plan provides for the grant of incentive
awards in the form of stock options or restricted stock to officers and other
key employees of the Company. Stock options granted under the plan may be either
options intended to qualify for federal income tax purposes as "incentive stock
options" or options not qualifying for favorable tax treatment ("non-qualified
stock options"). At February 3, 2001, 570,000 shares of unissued common stock
were reserved for future grants under the plan.

The Company applies Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees", in accounting for employee stock options.
Accordingly, no compensation expense has been recognized for the 1993 Plan, the
Directors Plan or the 2000 Plan.

Pro forma information regarding net income and earnings per share is required by
SFAS No. 123, "Accounting for Stock-Based Compensation," and has been determined
as if the Company had accounted for its stock options under SFAS No. 123's fair
value method. The fair value of these options was estimated at grant date using
Black-Scholes option pricing model with the following weighted average
assumptions:

                                       27
<PAGE>


Shoe Carnival, Inc.
Notes to Consolidated Financial Statements - Continued


Fiscal years                       2000               1999              1998
                              -------------      -------------     -------------

Risk free interest rate            5.9%               5.4%              5.6%
Expected dividend yield            0.0%               0.0%              0.0%
Expected volatility               71.5%              72.1%             74.3%
Expected term                     5 Years            5 Years           5 Years

For the purpose of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The Company's
pro forma information follows:

(000's, except per share data)
Fiscal years                       2000             1999              1998
                              -------------    -------------      -------------

Pro forma net income          $       8,675    $      11,243      $       9,832
Pro forma net income
   per share-Basic            $         .70    $         .85      $         .75
Pro forma net income
   per share-Diluted          $         .70    $         .83      $         .73

The weighted-average fair value of options granted was $3.68, $7.03 and $7.12
for 2000, 1999 and 1998, respectively.


The following table summarizes the transactions pursuant to the stock option
plans for the three-year period ended February 3, 2001:
                                                           Weighted Average
                                  Shares                    Exercise Price
                       --------------------------    ---------------------------
                       Outstanding    Exercisable    Outstanding    Exercisable
                       -----------    -----------    -----------    -----------

Balance at
  January 31, 1998         727,468       507,683      $ 6.21          $ 6.52
    Granted                212,500                     11.00
    Cancelled               (2,767)                     9.39
    Exercised              (79,927)                     6.68
                        ----------                    ------
Balance at
  January 30, 1999         857,274       517,842        7.34          $ 6.30
    Granted                322,750                     11.09
    Cancelled              (18,094)                    10.32
    Exercised             (152,584)                     6.58
                        ----------                    ------
Balance at
  January 29, 2000       1,009,346       534,382        8.60          $ 6.68
    Granted                579,800                      5.79
    Cancelled              (66,750)                     9.80
    Exercised              (35,735)                     8.96
                        ----------                    ------
Balance at
  February 3, 2001       1,486,661       656,131      $ 7.50          $ 7.66
                        ==========                    ======

The following table summarizes information regarding outstanding and exercisable
options at February 3, 2001:

                           Options Outstanding             Options Exercisable
                   ----------------------------------   ------------------------
                                 Weighted    Weighted                   Weighted
                   Number        Average     Average     Number         Average
Range of           of Options    Remaining   Exercise    of Options     Exercise
Exercise Price     Outstanding   Life        Price       Exercisable    Price
----------------   -----------   ---------   --------    -----------    --------

$  4.25 -  6.00       815,649        7.8       $ 5.21        377,274      $ 5.55
$  6.25 - 10.88       227,800        7.0       $ 8.62         74,558      $ 8.72
$ 11.00 - 11.13       426,212        7.7       $11.08        195,299      $11.06
$ 11.63 - 17.25        17,000        6.2       $13.29          9,000      $13.51

                                       28
<PAGE>


Shoe Carnival, Inc.
Notes to Consolidated Financial Statements - Continued

Note 10 - Shareholders' Equity

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. During 1999 the Company purchased 291,900 shares at an
approximate cost of $2.4 million. An additional 1,153,450 shares were purchased
in 2000 at an approximate cost of $7.6 million to complete the repurchase
program.

Note 11 - Contingencies

Litigation

The Company is involved in various routine legal proceedings incidental to the
conduct of its business, none of which is expected to have a material adverse
effect on the Company's financial position.

Note 12 - Other Related Party Transactions

The Company's Chairman and Principal Shareholder and his son are principal
shareholders of LC Footwear, LLC and PL Footwear, Inc. The Company purchases
name brand merchandise from LC Footwear, LLC, while PL Footwear, Inc. serves as
an import agent for the Company. PL Footwear, Inc. represents the Company on a
commission basis in dealings with shoe factories in mainland China, where most
of the Company's private label shoes are manufactured.

The Company purchased approximately $352,000 and $798,000 of merchandise from LC
Footwear, LLC in 2000 and 1999, respectively. Commissions paid to PL Footwear,
Inc. were $1.2 million, $1.1 million and $912,000 in 2000, 1999 and 1998,
respectively.

Note 13 - Quarterly Results (Unaudited)

Quarterly results are determined in accordance with the accounting policies used
for annual data and include certain items based upon estimates for the entire
year. All fiscal quarters in 2000 and 1999 include results for 13 weeks except
for the fourth quarter of 2000 which includes results for 14 weeks. The
following table summarizes results for 2000 and 1999:

(000's, except per share data)
                                      First      Second      Third       Fourth
2000                                 Quarter     Quarter     Quarter     Quarter
                                     -------     -------     -------     -------

Net sales                          $  95,405    $ 95,611   $ 114,710   $ 112,438
Gross profit                          28,193      27,391      33,929      30,418
Operating income                       6,250       3,655       7,071       2,263
Net income                             3,431       1,746       3,805         741
Net income per share - Basic       $     .26    $    .14   $     .32   $     .06
Net income per share - Diluted     $     .26    $    .14   $     .32   $     .06

(000's, except per share data)
                                      First      Second      Third       Fourth
1999                                 Quarter     Quarter     Quarter     Quarter
                                     -------     -------     -------     -------

Net sales                          $  78,111    $ 83,206   $  94,223   $  84,389
Gross profit                          24,858      25,094      29,455      22,425
Operating income                       6,890       5,630       7,291       1,133
Net income                             4,044       3,264       4,233         420
Net income per share - Basic       $     .31    $    .25   $     .32   $     .03
Net income per share - Diluted     $     .30    $    .24   $     .31   $     .03

                                       29
<PAGE>


                              SHOE CARNIVAL, INC.
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                                                    Charged
                                 Balance at      (Credited) to      Balance at
                                  Beginning         Costs and         End of
           Descriptions           of Period         Expenses          Period
           ------------         ------------     -------------     ------------

Year ended January 30, 1999
    Reserve for sales returns
       and allowances           $    114,492     $          0      $     114,492
    Inventory reserve           $  1,425,000     $    175,000      $   1,600,000

Year ended January 29, 2000
    Reserve for sales returns
       and allowances           $    114,492     $          0      $     114,492
    Inventory reserve           $  1,600,000     $          0      $   1,600,000

Year ended February 3, 2001
    Reserve for sales returns
       and allowances           $    114,492     $          0      $     114,492
    Inventory reserve           $  1,600,000     $    550,000          2,150,000


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE

There have been no changes in or disagreements with the Company's independent
accountants on accounting or financial disclosures.

                                       30
<PAGE>




                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by this Item concerning the Directors and nominees for
Director of the Company and concerning any disclosure of delinquent filers is
incorporated herein by reference to the Company's definitive Proxy Statement for
its 2001 Annual Meeting of Shareholders, to be filed with the Commission
pursuant to Regulation 14A within 120 days after the end of the Company's fiscal
year. Information concerning the executive officers of the Company is included
under the caption "Executive Officers of the Company" at the end of Part I of
this Annual Report. Such information is incorporated herein by reference, in
accordance with General Instruction G(3) to Form 10-K and Instruction 3 to Item
401(b) of Regulation S-K.


ITEM 11.  EXECUTIVE COMPENSATION

The information required by this Item concerning remuneration of the Company's
officers and Directors and information concerning material transactions
involving such officers and Directors is incorporated herein by reference to the
Company's definitive Proxy Statement for its 2001 Annual Meeting of Shareholders
which will be filed pursuant to Regulation 14A within 120 days after the end of
the Company's fiscal year.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this Item concerning the stock ownership of
management and five percent beneficial owners is incorporated herein by
reference to the Company's definitive Proxy Statement for its 2001 Annual
Meeting of Shareholders which will be filed pursuant to Regulation 14A within
120 days after the end of the Company's last fiscal year.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this Item concerning certain relationships and
related transactions is incorporated herein by reference to the Company's
definitive Proxy Statement for its 2001 Annual Meeting of Shareholders which
will be filed pursuant to Regulation 14A within 120 days after the end of the
Company's last fiscal year.


                                       31
<PAGE>



                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

      (a).1. Financial Statements:

             The following financial statements of the Company are set forth in
             Part II, Item 8.

             Report of Management

             Independent Auditors' Report

             Consolidated Balance Sheets at February 3, 2001 and
             January 29, 2000

             Consolidated Statements of Income for the years ended February 3,
             2001, January 29, 2000 and January 30,1999

             Consolidated Statements of Shareholders' Equity for the years ended
             February 3, 2001, January 29, 2000 and January 30, 1999

             Consolidated Statements of Cash Flows for the years ended February
             3, 2001, January 29, 2000 and January 30, 1999

             Notes to Consolidated Financial Statements

          2. Financial Statement Schedules:

             The following financial statement schedule of the Company is set
             forth in Part II, Item 8.

             Schedule II   Valuation and Qualifying Accounts

          3. Exhibits:

             A list of exhibits required to be filed as part of this report is
             set forth in the Index to Exhibits, which immediately precedes such
             exhibits, and is incorporated herein by reference.

      (b)    Reports on Form 8-K

             No reports on Form 8-K were filed during the quarter ended February
             3, 2001.


                                       32
<PAGE>


                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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.

                               Shoe Carnival, Inc.


Date:    April 30, 2001             By:         /s/ Mark L. Lemond
                                      ------------------------------------------
                                                    Mark L. Lemond
                                         President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

      Signature                           Title                       Date
      ---------                           -----                       ----

/s/ J. Wayne Weaver         Chairman of the Board and Director    April 30, 2001
------------------------
J. Wayne Weaver

/s/ Mark L. Lemond          President, Chief Executive Officer    April 30, 2001
------------------------    and Director
Mark L. Lemond              (Principal Executive Officer)


/s/ William E. Bindley      Director                              April 30, 2001
------------------------
William E. Bindley

/s/ Gerald W. Schoor        Director                              April 30, 2001
------------------------
Gerald W. Schoor

/s/ W. Kerry Jackson        Vice President - Chief Financial      April 30, 2001
------------------------    Officer and Treasurer
W. Kerry Jackson            (Principal Financial and Accounting
                            Officer)




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                                INDEX TO EXHIBITS


Exhibit
No.                                     Description
-----         ------------------------------------------------------------------

 3-A       (1)(i) Restated Articles of Incorporation of Registrant

           (2)(ii) Articles of Amendment of Restated Articles of Incorporation
              of Registrant

 3-B       (3)By-laws of Registrant, as amended to date

   4       (4)(i) Amended and Restated Credit Agreement and Promissory Notes
              dated April 16, 1999, between Registrant and Mercantile Bank
              National Association, First Union National Bank and Old National
              Bank

           (5)(ii) Amendment to Amended and Restated Credit Agreement and
              Promissory Notes dated March 24, 2000, between Registrant and
              Mercantile Bank National Association, First Union National Bank
              and Old National Bank

           (6)(iii) Second Amendment to Amended and Restated Credit Agreement
              and Promissory Notes dated November 8, 2000, between Registrant
              and Firstar Bank N.A., First Union National Bank, Old National
              Bank and LaSalle Bank National Association

10-D*      (7)1989 Stock Option Plan of Registrant and amendments to such Plan

10-E*      (8)1993 Stock Option and Incentive Plan of Registrant, as amended

10-F*      (7)Executive Incentive Compensation Plan of Registrant

10-G*      (9)Outside Directors Stock Option Plan

10-I       (7)Non-competition Agreement dated as of January 15, 1993, between
              Registrant and J. Wayne Weaver

10-K       (7)Form of stock option exercise documents dated November 1, 1992,
              between Registrant and each of fourteen executive officers and key
              employees, including:  (i) Exercise Notice; (ii) Subscription
              Agreement; (iii) Promissory Note; (iv) Pledge Agreement; (v) Stock
              Power

10-L*      (8)Employee Stock Purchase Plan of Registrant, as amended

10-M*     (10)Consulting agreement dated May 28, 1997, between Registrant and
              David H. Russell

10-N*     (11)Employment agreement dated April 14, 1997, between Registrant and
              Clifton E. Sifford

10-O*     (12)2000 Stock Option and Incentive Plan of Registrant

  21          A list of subsidiaries of Shoe Carnival, Inc.

  23          Written consent of Deloitte & Touche LLP

---------------------------------------------

*        The indicated exhibit is a management contract, compensatory plan or
         arrangement required to filed by Item 601 of Regulation S-K.

(1)      The copy of this  exhibit  filed as exhibit  number 3.1 to the
         Company's  current  report on Form 8-K dated July 17,  1996 is
         incorporated herein by reference.

(2)      The copy of this exhibit filed as the same exhibit number to the
         Company's Quarterly Report on Form 10-Q for the quarter ended
         August 1, 1998 is incorporated herein by reference.

(3)      The copy of this exhibit filed as the same exhibit number to the
         Company's Quarterly Report on Form 10-Q for the quarter ended November
         2, 1996 is incorporated herein by reference.

                                       34
<PAGE>


(4)      The copy of this exhibit as exhibit 4(i) to the Company's Annual Report
         on Form 10-K for the year ended January 30, 1999 is incorporated
         herein by reference.

(5)      The copy of this exhibit filed as the same exhibit number to the
         Company's Quarterly Report on Form 10-Q for the quarter ended October
         28, 2000 is incorporated herein by reference.

(7)      The copy of this exhibit filed as the same exhibit number to the
         Company's Registration Statement on Form S-1
         (Registration No. 33-57902) is incorporated herein by reference.

(8)      The copy of this exhibit filed as the same exhibit number to the
         Company's Quarterly Report on Form 10-Q for the quarter ended
         August 2, 1997 is incorporated herein by reference.

(9)      The copy of this exhibit filed as exhibit number 4.4 to the Company's
         Registration  Statement on Form S-8  (Registration  No. 333-82819)
         is incorporated herein by reference.

(10)     The copy of this exhibit filed as the same exhibit  number to the
         Company's  current  Report on Form 8-K dated June 9, 1997 is
         incorporated herein by reference.

(11)     The copy of this exhibit filed as the same exhibit number to the
         Company's Quarterly Report on Form 10-Q for the quarter ended
         May 3, 1997 is incorporated herein by reference.

(12)     The copy of this exhibit filed as exhibit number 4.4 to the Company's
         Registration  Statement on Form S-8  (Registration  No. 333-60114)
         is incorporated herein by reference.



                                       35
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