SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549


                             FORM 8-A/A
                   (Amendment No. 1 to Form 8-A)


               FOR REGISTRATION OF CERTAIN CLASSES OF
             SECURITIES PURSUANT TO SECTION 12(b) OR (g)
               OF THE SECURITIES EXCHANGE ACT OF 1934



                         Shoe Carnival, Inc.                   
      (Exact name of registrant as specified in its charter)


                Indiana                          35-1736614         
(State of incorporation of organization)       (IRS Employer
                                             Identification No.)


         8233 Baumgart Road     Evansville, Indiana  47711 
          	(Address of principal executive offices)

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

    Title of each class         Name of each exchange on which
    to be so registered         each class is to be registered

                           NONE


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

                Common Stock, without par value                  
                        (Title of Class)


                       Page 1 of 6 Pages
                    Exhibit Index on Page 6

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              INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.  Description of Securities to be Registered. 

	Effective July 16, 1996, Shoe Carnival, Inc., a Delaware corporation 
("SCI Delaware"), merged with and into its wholly-owned subsidiary, SCI 
Indiana, Inc., an Indiana corporation (the "Company").  The purpose of the 
merger was to change the state of incorporation of SCI Delaware from 
Delaware to Indiana.  Pursuant to the merger, the Company changed its name 
to "Shoe Carnival, Inc."  Pursuant to Rule 12g-3, the Company is the 
successor issuer to SCI Delaware and the shares of the Company's Common 
Stock, without par value ("Common Stock") issued in the merger are deemed 
registered under Section 12 of the Securities Exchange Act of 1934, as 
amended.

	Under the Company's Restated Articles of Incorporation (the "Restated 
Articles"), the Company's authorized capital stock consists of 50,000,000 
shares of Common Stock, without par value, and 5,000,000 shares of 
preferred stock, without par value("Preferred Stock").  As of the date of 
this Amendment, 13,022,133 shares of Common Stock are outstanding and no 
shares of the Preferred Stock are outstanding.

Common Stock

	Holders of the Company's Common Stock are entitled to receive ratably 
such dividends as the Board of Directors may from time to time declare out 
of funds legally available therefor.  Holders of the Company's Common Stock 
are entitled to one vote per share on each matter submitted to 
shareholders. In general, shareholder approval of a matter is obtained if a 
quorum is present and if the votes cast favoring the action exceed the 
votes cast opposing the action.  However, action to approve a merger, a 
share exchange, a sale of substantially all of the Company's assets, the 
granting of control share voting rights, certain business combinations 
under the Indiana Business Corporation Law and a voluntary dissolution must 
be approved by a majority of the votes entitled to be cast on the matter, 
unless a greater vote is required by the Restated Articles.  Cumulative 
voting for election of Directors is not permitted.  Directors are elected 
by a plurality of the votes cast.  The Company's Common Stock has no 
redemption provisions, except as provided in the Control Share Act (as 
defined below), and the holders thereof have no preemptive rights.  Upon 
liquidation of the Company, after payment or provision for payment of all 
of the Company's obligations and any liquidation preference of outstanding 
Preferred Stock, the holders of the Company's Common Stock share ratably in 
the remaining assets of the Company.

Preferred Stock

	The Board of Directors has the authority, without any additional 
shareholder approval, to issue Preferred Stock in one or more series and to 
determine the designation, rights, preferences, privileges and 
restrictions, including voting rights (with multiple or fractional votes 

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per share), conversion rights, dividend rights, liquidation rights and 
other relative benefits, restrictions and limitations.  As a result, the 
Board of Directors could, without shareholder approval, issue Preferred 
Stock with voting and conversion rights adverse to the interests of the 
holders of the Company's Common Stock.  A series of Preferred Stock could 
be accorded, for example, voting rights as a separate class with the effect 
that the holders of such shares would have the power to prevent a business 
combination even if the business combination had been approved by the 
holders of all other securities.

Certain Provisions of Indiana Law

	The Company is governed by Indiana law, which includes certain 
provisions regarding control share acquisitions and business combinations 
with shareholders owning 10% or more of the outstanding Common Stock.

	Indiana Code 23-1-42 (the "Control Share Act") provides that any 
person or group of persons that acquires the power to vote one-fifth or 
more of certain corporations' shares shall not have the right to vote such 
shares unless granted voting rights by the holders of a majority of the 
outstanding shares of the corporation and by the holders of a majority of 
the outstanding shares excluding "interested shares."  Interested shares 
are those shares held by the acquiring person, officers of the corporation 
and employees of the corporation who are also directors of the corporation.  
If voting rights are granted, additional shareholder approvals are required 
when a shareholder acquires the power to vote one-third or more and a 
majority or more of the voting power of the corporation's shares.  In the 
absence of such approval, the additional shares acquired by the shareholder 
may not be voted.

	If the shareholders grant voting rights to the shares after a 
shareholder has acquired a majority or more of the voting power, all 
shareholders of the corporation are entitled to exercise statutory 
dissenters' rights and to demand the value of their shares in cash from the 
corporation.  If voting rights are not granted to the shares, the 
corporation may have the right to redeem them.  The provisions of the 
Control Share Act do not apply to acquisitions of voting power pursuant to 
a merger or share exchange agreement to which the corporation is a party.

	Indiana Code 23-1-43 (the "Business Combination Act") prohibits a 
person who acquires beneficial ownership of 10% or more of certain 
corporations' shares (an "Interested Shareholder"), or any affiliate or 
associate of an Interested Shareholder, from effecting a merger or other 
business combination with the corporation for a period of five years from 
the date on which the person became an Interested Shareholder, unless the 
transaction in which the person became an Interested Shareholder was 
approved in advance by the corporation's Board of Directors.  Following the 
five-year period, a merger or other business combination may be effected 
with an Interested Shareholder only if (i) the business combination is 
approved by the corporation's shareholders, excluding the Interested 

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Shareholder and any of its affiliates or associates, or (ii) the 
consideration to be received by shareholders in the business combination is 
at least equal to the highest price paid by the Interested Shareholder in 
acquiring its interest in the corporation, with certain adjustments, and 
certain other requirements are met.  The Business Combination Act broadly 
defines the term "business combination" to include mergers, sales or leases 
of assets, transfer of shares of the corporation, proposals for liquidation 
and the receipt by an Interested Shareholder of any financial assistance or 
tax advantage from the corporation, except proportionately as a shareholder 
of the corporation.

	The overall effect of the above provisions may be to render more 
difficult or to discourage a merger, tender offer, proxy contest, the 
assumption of control of the Company by a holder of a large block of the 
Company's stock or other person, or the removal of incumbent management, 
even if such actions may be beneficial to the Company's shareholders 
generally.

Transfer Agent and Registrar

	The Transfer Agent and Registrar for the Company's Common Stock is 
Harris Trust and Savings Bank.


Item 2.	Exhibits.

        Pursuant to Instruction I to the Instructions as to Exhibits to 
Form 8-A, the following exhibits are being filed herewith:

        1(a)     Restated Articles of Incorporation of the Company
                 (incorporated herein by reference from Exhibit 3.1 to
                 the Current Report on Form 8-K dated July 17, 1996).

        1(b)     By-laws of the Company, as amended (incorporated herein
                 by reference from Exhibit 3.2 to the Current Report on
                 Form 8-K dated July 17, 1996).

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                             SIGNATURES

        Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereto duly 
authorized.


                                   SHOE CARNIVAL, INC.

Dated: July 17, 1996

                                   By:   /s/ Mark L. Lemond
                                      -------------------------
                                      Mark L. Lemond, Executive
                                      Vice President - Chief
                                      Operating Officer and
                                      Chief Financial Officer

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                       INDEX TO EXHIBITS

                                                  Page No. In
Exhibit No.              Description              This Filing
- -----------    -------------------------------    -----------


  1.1          Restated Articles of
               Incorporation of the Company
               (incorporated herein by
               reference from Exhibit 3.1 to
               the Current Report on Form 8-K
               dated July 17, 1996)

  1.2          By-laws of the Company,
               as amended (incorporated herein
               by reference from Exhibit 3.2
               to the Current Report on Form
               8-K dated July 17, 1996)

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