As filed with the Securities and Exchange
Commission on January 9, 1998.                  Registration No. 33-_________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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


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

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

8233 Baumgart Road, Evansville, Indiana                             47711
(Address of Principal Executive Offices)                          (Zip Code)

                               SHOE CARNIVAL, INC.
                      1993 STOCK OPTION AND INCENTIVE PLAN
                            (Full title of the plan)

                                 Mark L. Lemond
                               8233 Baumgart Road
                            Evansville, Indiana 47711
                     (Name and address of agent for service)

                                 (812) 867-6471
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                               James A. Aschleman
                                 Baker & Daniels
                      300 North Meridian Street, Suite 2700
                           Indianapolis, Indiana 46204
                                 (317) 237-0300

                         CALCULATION OF REGISTRATION FEE

  Title of                      Proposed maximum  Proposed maximum    Amount of
 Securities      Amount to be    offering price       aggregate     registration
 to registered   registered(1)    per share(2)    offering price(2)      fee
--------------- -------------------------------- ------------------ ------------
Common Stock,    
without par 
value.........   600,000 shares     $8.375(3)      $5,025,000(3)     1,482.38(3)
=============== ================================ ================== ============

(1)  Pursuant  to Rule 416 under  the  Securities  Act of 1933 (the  "Securities
Act"),  this  Registration  Statement,  also registers such additional shares of
Common  Stock as may be  offered or issued to prevent  dilution  resulting  from
stock splits, stock dividends and similar transactions.

(2) It is  impracticable  to state the maximum  offering  price.  Shares offered
pursuant to  incentive  stock  options  granted  under the 1993 Stock Option and
Incentive  Plan are to be offered at not less than the market value of one share
of common stock of Shoe Carnival,  Inc. on the date such incentive stock options
are granted.

(3)  Estimated  solely for  purposes of  calculating  the  registration  fee and
computed in  accordance  with Rule  457(c)  under the  Securities  Act using the
average of the high and low prices of the Common  Stock as reported by NASDAQ on
January 8, 1998, which was $8.375 per share.


<PAGE>

     The  Registrant's  Registration  Statement  on Form S-8  (Registration  No.
33-74050) is incorporated herein by reference.

                                       -1-

<PAGE>



                                   SIGNATURES

           Pursuant to the  requirements  of the Securities  Act, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Evansville,  State of  Indiana,  on the 8th day of
December, 1997.

                                              SHOE CARNIVAL, INC.


                                              By: /s/ Mark L. Lemond
                                                  Mark L. Lemond,  President and
                                                  Chief Executive Officer

                                POWER OF ATTORNEY

           Pursuant to the requirements of the Securities Act, this Registration
Statement  has been signed below by the  following  persons in their  respective
capacities  and on the respective  dates  indicated  opposite their names.  Each
person whose  signature  appears below hereby  authorizes  Mark L. Lemond and W.
Kerry Jackson, each with full power of substitution,  to execute in the name and
on behalf of such  person  any  post-effective  amendment  to this  Registration
Statement and to file the same,  with exhibits  thereto,  and other documents in
connection therewith,  making such changes in this Registration Statement as the
registrant deems  appropriate,  and appoints each of Mark L. Lemond and W. Kerry
Jackson,  each with full  power of  substitution,  attorney-in-fact  to sign any
amendment and any post-effective amendment to this Registration Statement and to
file the  same,  with  exhibits  thereto,  and  other  documents  in  connection
therewith.



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

/s/ J. Wayne Weaver      Chairman of the Board and              December 8, 1997
J. Wayne Weaver          Director

/s/ Mark L. Lemond       President, Chief Executive             December 8, 1997
Mark L. Lemond           Officer and Director (Principal
                         Executive Officer)

/s/ W. Kerry Jackson     Vice President, Chief Financial        December 8, 1997
W. Kerry Jackson         Officer and Treasurer (Principal
                         Financial Officer and Principal
                         Accounting Officer)



                                       -2-

<PAGE>




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

/s/ William E. Bindley   Director                               December 8, 1997
William E. Bindley

/s/ Gerald W. Schoor     Director                               December 8, 1997
Gerald W. Schoor



                                       -3-

<PAGE>



                                INDEX TO EXHIBITS


Exhibit
  No.                          Description of Exhibit
  4.1    Restated Articles of Incorporation of Registrant  (The copy of this 
         Exhibit filed as Exhibit 3.1 to the Company's Current Report on Form 
         8-K dated July 17, 1996 is incorporated by reference.)
  4.2    By-Laws of Registrant, as amended to date.  (The copy of this Exhibit 
         filed as Exhibit 3-B to the Company's Quarterly Report on Form 10-Q for
         the quarter ended November 2, 1996 is incorporated by reference.)
  4.3    1993 Stock Option and Incentive Plan of Registrant, as amended to date.
         (The copy of this Exhibit filed as Exhibit 10-E to the Company's 
         Quarterly Report on Form 10-Q for the quarter ended August 2, 1997 is 
         incorporated by reference.)
    5    Opinion of Baker & Daniels, counsel for Registrant, as to the legality 
         of the securities being registered.
 23.1    Consent of Deloitte & Touche LLP.
 23.2    Consent of Baker & Daniels (included in Baker & Daniels Opinion filed 
         as Exhibit 5).
   24    Power of Attorney (included on the Signature Page of the Registration
         Statement).


                                       -4-

<PAGE>



                                                                       Exhibit 5
                                 BAKER & DANIELS
                      300 North Meridian Street, Suite 2700
                           Indianapolis, Indiana 46204

December 29, 1997

Shoe Carnival, Inc.
8233 Baumgart Road
Evansville, Indiana  47711

Gentlemen:

           We have  examined  the  corporate  records  and  proceedings  of Shoe
Carnival,  Inc.,  an Indiana  corporation  ("Company"),  with respect to (a) the
organization  of the Company,  and (b) the legal  sufficiency  of all  corporate
proceedings  of  the  Company  taken  in  connection  with  the   authorization,
reservation  for  issuance,  validity  and  nonassessability  of the  additional
600,000  shares of  common  stock of the  Company,  without  par value  ("Common
Stock") that may be issued under the  Company's  1993 Stock Option and Incentive
Plan (the "1993 Plan"), pursuant to the Company's Registration Statement on Form
S-8 ("Registration Statement"), in connection with which this opinion is given.

           Based upon such examination, we are of the opinion that:

           1. The Company is a duly organized and validly  existing  corporation
under the laws of the State of Indiana.

           2. When the  Registration  Statement shall have become  effective and
the shares of Common Stock offered pursuant thereto have been issued and sold in
accordance  with  the  terms  of the  1993  Plan  such  shares  will be  validly
authorized, legally issued, and fully paid and nonassessable.

           Our  opinion  expressed  above is limited to the  federal  law of the
United States and the law of the State of Indiana.

           We hereby  consent to the filing of this opinion as an exhibit to the
Registration  Statement.  In giving such consent, we do not thereby concede that
we are within the category of persons whose consent is required  under Section 7
of the Act or the Rules and Regulations of the Commission thereunder.

                                                    Yours very truly,

                                                    /s/ Baker & Daniels

                                                    BAKER & DANIELS

                                       -5-

<PAGE>


                                                                    Exhibit 23.1








                          INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Shoe Carnival,  Inc. on Form S-8 of our report dated March 7, 1997, appearing in
the Annual Report on Form 10-K of Shoe Carnival,  Inc. for the fiscal year ended
February 1, 1997.

Deloitte & Touche LLP
Stamford, Connecticut

January 9, 1998







                                       -6-

<PAGE>
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{"company-data": {"conformed-name": "SHOE CARNIVAL INC", "cik": "0000895447", "assigned-sic": "5661", "irs-number": "351736614", "state-of-incorporation": "IN", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44047", "film-number": "98504395"}, "business-address": {"street1": "8233 BAUMGART ROAD", "city": "EVANSVILLE", "state": "IN", "zip": "47711", "phone": "8128674039"}, "mail-address": {"street1": "8233 BAUMGART RD", "city": "EVANSVILLE", "state": "IN", "zip": "47711"}}
As filed with the Securities and Exchange
Commission on January 9, 1998.                  Registration No. 33-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

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

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

8233 Baumgart Road, Evansville, Indiana                             47711
(Address of Principal Executive Offices)                          (Zip Code)

                               SHOE CARNIVAL, INC.
                      1993 STOCK OPTION AND INCENTIVE PLAN
                            (Full title of the plan)

                                 Mark L. Lemond
                               8233 Baumgart Road
                            Evansville, Indiana 47711
                     (Name and address of agent for service)

                                 (812) 867-6471
          (Telephone number, including area code, of agent for service)

                                   Copies to:
                               James A. Aschleman
                                 Baker & Daniels
                      300 North Meridian Street, Suite 2700
                           Indianapolis, Indiana 46204
                                 (317) 237-0300

                         CALCULATION OF REGISTRATION FEE

  Title of                      Proposed maximum  Proposed maximum    Amount of
 Securities      Amount to be    offering price       aggregate     registration
 to registered   registered(1)    per share(2)    offering price(2)      fee
--------------- -------------------------------- ------------------ ------------
Common Stock,    
without par 
value.........   600,000 shares     $8.375(3)      $5,025,000(3)     1,482.38(3)
=============== ================================ ================== ============

(1)  Pursuant  to Rule 416 under  the  Securities  Act of 1933 (the  "Securities
Act"),  this  Registration  Statement,  also registers such additional shares of
Common  Stock as may be  offered or issued to prevent  dilution  resulting  from
stock splits, stock dividends and similar transactions.

(2) It is  impracticable  to state the maximum  offering  price.  Shares offered
pursuant to  incentive  stock  options  granted  under the 1993 Stock Option and
Incentive  Plan are to be offered at not less than the market value of one share
of common stock of Shoe Carnival,  Inc. on the date such incentive stock options
are granted.

(3)  Estimated  solely for  purposes of  calculating  the  registration  fee and
computed in  accordance  with Rule  457(c)  under the  Securities  Act using the
average of the high and low prices of the Common  Stock as reported by NASDAQ on
January 8, 1998, which was $8.375 per share.
The  Registrant's  Registration  Statement  on Form S-8  (Registration  No.
33-74050) is incorporated herein by reference.

                                       -1-
SIGNATURES

           Pursuant to the  requirements  of the Securities  Act, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of  Evansville,  State of  Indiana,  on the 8th day of
December, 1997.

                                              SHOE CARNIVAL, INC.

                                              By: /s/ Mark L. Lemond
                                                  Mark L. Lemond,  President and
                                                  Chief Executive Officer

                                POWER OF ATTORNEY

           Pursuant to the requirements of the Securities Act, this Registration
Statement  has been signed below by the  following  persons in their  respective
capacities  and on the respective  dates  indicated  opposite their names.  Each
person whose  signature  appears below hereby  authorizes  Mark L. Lemond and W.
Kerry Jackson, each with full power of substitution,  to execute in the name and
on behalf of such  person  any  post-effective  amendment  to this  Registration
Statement and to file the same,  with exhibits  thereto,  and other documents in
connection therewith,  making such changes in this Registration Statement as the
registrant deems  appropriate,  and appoints each of Mark L. Lemond and W. Kerry
Jackson,  each with full  power of  substitution,  attorney-in-fact  to sign any
amendment and any post-effective amendment to this Registration Statement and to
file the  same,  with  exhibits  thereto,  and  other  documents  in  connection
therewith.

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

/s/ J. Wayne Weaver      Chairman of the Board and              December 8, 1997
J. Wayne Weaver          Director

/s/ Mark L. Lemond       President, Chief Executive             December 8, 1997
Mark L. Lemond           Officer and Director (Principal
                         Executive Officer)

/s/ W. Kerry Jackson     Vice President, Chief Financial        December 8, 1997
W. Kerry Jackson         Officer and Treasurer (Principal
                         Financial Officer and Principal
                         Accounting Officer)

                                       -2-
Signature                       Title                              Date
   ---------                       -----                              ----

/s/ William E. Bindley   Director                               December 8, 1997
William E. Bindley

/s/ Gerald W. Schoor     Director                               December 8, 1997
Gerald W. Schoor

                                       -3-
INDEX TO EXHIBITS

Exhibit
  No.                          Description of Exhibit
  4.1    Restated Articles of Incorporation of Registrant  (The copy of this 
         Exhibit filed as Exhibit 3.1 to the Company's Current Report on Form 
         8-K dated July 17, 1996 is incorporated by reference.)
  4.2    By-Laws of Registrant, as amended to date.  (The copy of this Exhibit 
         filed as Exhibit 3-B to the Company's Quarterly Report on Form 10-Q for
         the quarter ended November 2, 1996 is incorporated by reference.)
  4.3    1993 Stock Option and Incentive Plan of Registrant, as amended to date.
         (The copy of this Exhibit filed as Exhibit 10-E to the Company's 
         Quarterly Report on Form 10-Q for the quarter ended August 2, 1997 is 
         incorporated by reference.)
    5    Opinion of Baker & Daniels, counsel for Registrant, as to the legality 
         of the securities being registered.
 23.1    Consent of Deloitte & Touche LLP.
 23.2    Consent of Baker & Daniels (included in Baker & Daniels Opinion filed 
         as Exhibit 5).
   24    Power of Attorney (included on the Signature Page of the Registration
         Statement).

                                       -4-
Exhibit 5
                                 BAKER & DANIELS
                      300 North Meridian Street, Suite 2700
                           Indianapolis, Indiana 46204

December 29, 1997

Shoe Carnival, Inc.
8233 Baumgart Road
Evansville, Indiana  47711

Gentlemen:

           We have  examined  the  corporate  records  and  proceedings  of Shoe
Carnival,  Inc.,  an Indiana  corporation  ("Company"),  with respect to (a) the
organization  of the Company,  and (b) the legal  sufficiency  of all  corporate
proceedings  of  the  Company  taken  in  connection  with  the   authorization,
reservation  for  issuance,  validity  and  nonassessability  of the  additional
600,000  shares of  common  stock of the  Company,  without  par value  ("Common
Stock") that may be issued under the  Company's  1993 Stock Option and Incentive
Plan (the "1993 Plan"), pursuant to the Company's Registration Statement on Form
S-8 ("Registration Statement"), in connection with which this opinion is given.

           Based upon such examination, we are of the opinion that:

           1. The Company is a duly organized and validly  existing  corporation
under the laws of the State of Indiana.

           2. When the  Registration  Statement shall have become  effective and
the shares of Common Stock offered pursuant thereto have been issued and sold in
accordance  with  the  terms  of the  1993  Plan  such  shares  will be  validly
authorized, legally issued, and fully paid and nonassessable.

           Our  opinion  expressed  above is limited to the  federal  law of the
United States and the law of the State of Indiana.

           We hereby  consent to the filing of this opinion as an exhibit to the
Registration  Statement.  In giving such consent, we do not thereby concede that
we are within the category of persons whose consent is required  under Section 7
of the Act or the Rules and Regulations of the Commission thereunder.

                                                    Yours very truly,

                                                    /s/ Baker & Daniels

                                                    BAKER & DANIELS

                                       -5-
Exhibit 23.1

                          INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Shoe Carnival,  Inc. on Form S-8 of our report dated March 7, 1997, appearing in
the Annual Report on Form 10-K of Shoe Carnival,  Inc. for the fiscal year ended
February 1, 1997.

Deloitte & Touche LLP
Stamford, Connecticut

January 9, 1998

                                       -6-