8-K

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

FORM 8-K

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

Date of Report (Date of earliest event reported) November 18, 2003

SHOE CARNIVAL, INC.

(Exact name of registrant as specified in its charter)

Indiana	0-21360	35-1736614
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

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

Not Applicable

(Former name or former address if changed since last report)

Item 12.	Results of Operations and Financial Condition
	On November 18, 2003, Shoe Carnival, Inc. (the "Company") issued a press release announcing its operating and financial results for the quarter ended November 1, 2003. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

SIGNATURE

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

	SHOE CARNIVAL, INC.
	(Registrant)
Dated:  November 18, 2003	By:	/s/ W. Kerry Jackson
		W. Kerry Jackson
		Senior Vice President and Chief Financial Officer

SHOE CARNIVAL, INC.

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Earnings Release - Quarter Ended November 1, 2003.

EX-99

Exhibit 99.1

8233 Baumgart Road Evansville, IN 47725 www.shoecarnival.com (812) 867-4034	Contact Mark L. Lemond President and Chief Executive Officer or W. Kerry Jackson Senior Vice President, Chief Financial Officer and Treasurer
FOR IMMEDIATE RELEASE

SHOE CARNIVAL REPORTS RECORD SALES AND EARNINGS
FOR THIRD QUARTER OF FISCAL 2003

Evansville, Indiana, November 18, 2003 - Shoe Carnival, Inc. (Nasdaq: SCVL) a leading retailer of value-priced footwear and accessories, today announced record sales and earnings for the third quarter ended November 1, 2003. Net earnings in the third quarter of fiscal 2003 increased 11 percent to $5.5 million compared with $4.96 million in the third quarter of fiscal 2002. Earnings per share on a diluted basis increased to $.42 per share from $.38 per share in last year's third quarter.

Net sales for the third quarter increased 10.6 percent to an all-time Company record of $152.4 million from $137.7 million last year. Comparable store sales increased 0.3 percent for the 13-week period.

The gross profit margin for the third quarter increased to 29.8 percent from 29.4 percent in the third quarter last year. The 0.4 percent increase, as a percentage of sales, resulted from a 0.6 percent increase in the merchandise margin that was partially offset by a 0.2 percent increase in buying, distribution and occupancy expenses. The increase in the merchandise margin was due to better inventory control and less promotional selling during the quarter. Inventories per-store at the end of the quarter were down about 3 percent after declining almost 5 percent at the end of the third quarter last year. The increase in buying, distribution and occupancy costs, as a percentage of sales, was due to a lack of leverage from sales.

Selling, general and administrative expenses, as a percentage of sales, increased to 23.9 percent from 23.5 percent in the third quarter of 2002 primarily due to higher health care and store closing and relocation costs. Approximately $330,000 was incurred in the third quarter to close two stores and relocate one store. New store pre-opening costs incurred in the third quarter of 2003 were $646,000, or 0.4 percent of sales, compared with $870,000, or 0.6 percent of sales last year.

Net earnings for the first nine months of 2003 were $12.1 million, or $.93 per share on a diluted basis, compared with net earnings of $14.17 million, or $1.09 per share on a diluted basis, for the first nine months of last year. Net sales increased 8.2 percent to $423.7 million for the first nine months from sales of $391.7 million last year. Comparable store sales decreased 2.6 percent for the nine-month period. The gross profit margin for the first nine months of 2003 was 29.1 percent compared with 29.4 percent for the first nine months last year. Selling, general and administrative expenses, as a percentage of sales, increased to 24.4 percent for the first nine months of 2003 from 23.5 percent for the first nine months of 2002. New store pre-opening costs for the first nine months of 2003 were $2.25 million, or 0.5 percent of sales, compared with $2.0 million, or 0.5 percent of sales last year.

Mark Lemond, president and chief executive officer stated, "Despite a difficult retail environment, our sales and earnings were the highest third quarter results in the Company's history. This return to record-setting performance is especially gratifying after experiencing a difficult first half. While we benefited from an improved back-to-school period, we also attribute the turn-around in our performance to entering the third quarter with fresh, fashion-right inventories. Our initiatives of reducing inventory levels continue to result in enhanced gross profit margins."

The Company reaffirmed its guidance for the fourth quarter of 2003. Comparable store sales are expected to range from flat to up two percent and earnings per diluted share are expected to range from $0.15 to $0.18.

The Company opened 11 stores and closed two stores in the third quarter and ended the quarter with 238 stores. Two additional stores will open early in the fourth quarter and three are expected to close in January 2004. For the full year, the Company will open 37 new stores and close seven ending of the year with 237 stores consisting of 2.75 million square feet of retail space. Currently, the Company plans to open 30 to 35 stores, net of store closings, in 2004.

The 11 stores opened during the third quarter included locations in:

City
Huntsville, AL (2)
Colorado Springs, CO
Viera, FL
Savannah, GA
Davenport, IA
Calumet Park, IL
Orland Park, IL
Moore, OK
Houston, TX
Norfolk, VA Market/Stores
Huntsville/4
Colorado Springs/2
Orlando/6
Savannah/1
Davenport/2
Chicago/17
Chicago/17
Oklahoma City/3
Houston/3
Norfolk/3

Today, at 2:00 p.m. Eastern time, the Company will host a conference call to discuss the third quarter results. The public can listen to the live webcast of the call by visiting Shoe Carnival's Corporate Investor Relations page at www.shoecarnival.com. While the question-and-answer session will be available to all listeners, questions from the audience will be limited to institutional analysts and investors. A replay of the webcast will be available on our website beginning approximately two hours after the conclusion of the conference call and will be archived for one year.

This press release contains forward-looking statements that involve a number of risks and uncertainties. A number of factors could cause our actual results, performance, achievements or industry results to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, but are not limited to: general economic conditions in the areas of the United States in which our stores are located; changes in the overall retail environment and more specifically in the apparel and footwear retail sectors; the potential impact of national and international security concerns on the retail environment; changes in our relationships with key suppliers; the impact of competition and pricing; changes in weather patterns, consumer buying trends and our ability to identify and respond to emerging fashion trends; risks associated with the seasonality of the retail industry; the availability of desirable store locations a t acceptable lease terms and our ability to open new stores in a timely manner; higher than anticipated costs associated with the closing of underperforming stores; the inability of manufacturers to deliver products in a timely manner; and changes in the trade relations between the United States and countries which are the major manufacturers of footwear.

In addition, these forward-looking statements necessarily depend upon assumptions, estimates and dates that may be incorrect or imprecise and involve known and unknown risks, uncertainties and other factors. Accordingly, any forward-looking statements included in this press release do not purport to be predictions of future events or circumstances and may not be realized. Forward-looking statements can be identified by, among other things, the use of forward-looking terms such as "believes," "expects," "may," "will," "should," "seeks," "pro forma," "anticipates," "intends" or the negative of any of these terms, or comparable terminology, or by discussions of strategy or intentions. Given these uncertainties, we caution investors not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We disclaim any obligation to update any of these factors or to publicly announce any revisions to the forward-looking statements contained in this press releas e to reflect future events or developments.

Shoe Carnival is a chain of 239 footwear stores located in the Midwest, South and Southeast. Combining value pricing with an entertaining store format, Shoe Carnival is a leading retailer of name brand and private label footwear for the entire family. Headquartered in Evansville, IN, Shoe Carnival trades on the Nasdaq Stock Market under the symbol SCVL. Shoe Carnival's press releases and annual report are available on the Company's website at www.shoecarnival.com.

Financial Tables Follow

SHOE CARNIVAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share)
(Unaudited)

	Thirteen			Thirteen			Thirty-nine			Thirty-nine
	Weeks Ended			Weeks Ended			Weeks Ended			Weeks Ended
	November 1, 2003			November 2, 2002			November 1, 2003			November 2, 2002
Net sales		$	152,365		$	137,703		$	423,678		$	391,713
Cost of sales (including buying,
distribution and occupancy costs)			107,006			97,238			300,487			276,405
Gross profit			45,359			40,465			123,191			115,308
Selling, general and administrative
expenses			36,401			32,376			103,297			92,010
Operating income			8,958			8,089			19,894			23,298
Interest expense-net			160			161			502			625
Income before income taxes			8,798			7,928			19,392			22,673
Income tax expense			3,299			2,973			7,272			8,502
Net income		$	5,499		$	4,955		$	12,120		$	14,171
Net income per share:
Basic		$	.43		$	.39		$	.96		$	1.13
Diluted		$	.42		$	.38		$	.93		$	1.09
Average shares outstanding:
Basic			12,684			12,595			12,654			12,545
Diluted			13,062			12,967			13,014			12,982

SHOE CARNIVAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

	November 1,		February 1,		November 2,
	2003		2003		2002
ASSETS
Current Assets:
Cash and cash equivalents	$	3,072	$	5,782	$	3,969
Accounts receivable		2,280		1,134		2,577
Merchandise inventories		165,356		146,091		147,909
Deferred income tax benefit		1,183		901		385
Other		4,731		1,890		2,040
Total Current Assets		176,622		155,798		156,880
Property and equipment-net		70,129		63,477		63,601
Total Assets	$	246,751	$	219,275	$	220,481
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$	40,270	$	49,847	$	42,794
Accrued and other liabilities		9,334		9,276		10,290
Current portion of long-term debt		268		427		482
Total Current Liabilities		49,872		59,550		53,566
Long-term debt		36,195		15,503		25,438
Deferred lease incentives		8,175		5,262		5,002
Accrued rent		2,707		2,458		2,350
Deferred income taxes		4,737		4,971		4,467
Other		1,106		640		611
Total Liabilities		102,792		88,384		91,434
Total Shareholders' Equity		143,959		130,891		129,047
Total Liabilities and Shareholders' Equity	$	246,751	$	219,275	$	220,481

SHOE CARNIVAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

	Thirty-nine			Thirty-nine
	Weeks Ended			Weeks Ended
	November 1, 2003			November 2, 2002
Cash flows from operating activities:
Net income	$	12,120		$	14,171
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization		10,287			9,164
Stock option income tax benefit		202			675
Loss on retirement of assets		435			128
Deferred income taxes		(516	)		308
Other		378			226
Changes in operating assets and liabilities:
Accounts receivable		(1,362	)		(1,061	)
Merchandise inventories		(19,265	)		(12,261	)
Accounts payable and accrued liabilities		(9,531	)		2,567
Other		(2,822	)		(209	)
Net cash (used in) provided by operating activities		(10,074	)		13,708
Cash flows from investing activities:
Purchases of property and equipment		(17,532	)		(15,799	)
Lease incentives		3,251			1,135
Other		367			0
Net cash used in investing activities		(13,914	)		(14,664	)
Cash flows from financing activities:
Net borrowings (payments) under line of credit		20,875			(1,925	)
Payments on capital lease obligations		(343	)		(708	)
Proceeds from issuance of stock		746			2,099
Net cash provided by (used in) financing activities		21,278			(534	)
Net decrease in cash and cash equivalents		(2,710	)		(1,490	)
Cash and cash equivalents at beginning of period		5,782			5,459
Cash and Cash Equivalents at End of Period	$	3,072		$	3,969