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 20, 2007

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.)

7500 East Columbia Street, Evansville, IN	47715
(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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2--Financial Information

Item 2.02  Results of Operations and Financial Condition.

          On November 20, 2007, Shoe Carnival, Inc. (the "Company") issued a press release announcing its operating and financial results for its third quarter ended November 3, 2007. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Section 9--Financial Statements and Exhibits

Item 9.01  Financial Statements and Exhibits.

(c)      Exhibits:

Exhibit No.	Exhibits
99.1	Earnings Release - Quarter Ended November 3, 2007.

SIGNATURES

    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 20, 2007	By:	/s/ W. Kerry Jackson
		W. Kerry Jackson
		Executive Vice President and Chief Financial Officer

EX-99

7500 East Columbia Street Evansville, IN 47715 www.shoecarnival.com (812) 867-4037	Contact Mark L. Lemond President and Chief Executive Officer or W. Kerry Jackson Executive Vice President, Chief Financial Officer and Treasurer
FOR IMMEDIATE RELEASE

SHOE CARNIVAL REPORTS THIRD QUARTER 2007 RESULTS

        Evansville, Indiana, November 20, 2007 - Shoe Carnival, Inc. (Nasdaq: SCVL) a leading retailer of value-priced footwear and accessories, today announced sales and earnings for the third quarter ended November 3, 2007.   

        Net sales for the thirteen-week period ended November 3, 2007 decreased 8.0 percent to $173.9 million from sales of $189.1 million for the thirteen-week period ended October 28, 2006. Comparable store sales declined 5.0 percent for the thirteen-week period ended November 3, 2007 compared with the thirteen-week period ended November 4, 2006.

        The gross profit margin for the third quarter of 2007 decreased to 29.1 percent compared to 30.0 percent for the third quarter of 2006. As a percentage of sales, the merchandise margin increased 0.5 percent due to continued emphasis on inventory management. However, due to the decrease in sales, buying, distribution and occupancy costs increased 1.4 percent as a percentage of sales. By controlling expenses, selling, general and administrative expenses increased only $352,000 despite operating an additional 23 stores during the quarter as compared to third quarter last year. As a percentage of sales, selling, general and administrative expenses increased to 25.1 percent from 22.9 percent in last year's third quarter.

        Net income for the thirteen-week third quarter ended November 3, 2007 was $4.2 million as compared with net income of $8.4 million in the third quarter ended October 28, 2006. Diluted earnings per share were $0.33 per share as compared with $0.61 per share last year.

        During the third quarter of fiscal 2007, the Company repurchased 339,000 shares of its outstanding common stock at a cost of $6.4 million. Thus far in fiscal 2007, the Company has repurchased approximately 1.0 million shares of its outstanding common stock at a cost of $25.6 million. These repurchases are part of a $50.0 million stock buy-back program, which will terminate upon the earlier of the repurchase of the maximum amount or December 31, 2008. As of November 3, 2007, the amount that remained available under the existing repurchase authorization was $24.4 million.

        Speaking on the results for the quarter, Mark Lemond, chief executive officer and president said, "We believe the current challenging economic environment continues to directly affect our target consumer, and consequently, had a negative impact on both traffic and sales throughout the third quarter. Additionally, an extraordinarily warm fall selling season has suppressed the sales of traditional fall and winter product, especially boots. We continue to aggressively manage both the composition and level of our inventories; consequently, at the end of the third quarter, inventories on a per-store basis were down approximately 1.5 percent from the third quarter of last year."

       Net income for the first nine months of 2007 was $11.7 million, or $0.87 per diluted share, compared with net income of $18.6 million, or $1.36 per diluted share, last year. Net sales for the first nine months decreased 2.0 percent to $494.3 million from sales of $504.4 million for the same period last year. Comparable store sales for the thirty-nine week period ended November 3, 2007 decreased 5.0 percent compared to the thirty-nine week period last year ended November 4, 2006. The gross profit margin for the first nine months of 2007 decreased to 28.5 percent from 29.5 percent last year. Selling, general and administrative expenses, as a percentage of sales, increased to 24.9 percent in the first nine months of 2007 from 23.7 percent last year.

Fourth Quarter Outlook

       Taking into consideration last year's 53^rd week and our recent sales trend, net sales for the fourth quarter are expected to range from $167 million to $169 million. On a comparable week-for-week basis, the Company expects comparable store sales to decline 4 to 5 percent for the fourth quarter this year. Utilizing these sales projections, earnings in the fourth quarter are expected to range from $0.10 to $0.13 per diluted share.

       Commenting further, Mr. Lemond said, "Looking beyond the fourth quarter, we believe the investments we have made over the past year to our infrastructure and information systems will continue to drive improvements in the way we execute our concept and put us in a stronger position when the economy rebounds. We are optimistic with regards to the viability of our concept and remain committed to our long-term growth strategy."

Store Growth

        Store openings and closings by quarter and for the fiscal year are planned as follows:

	New Stores	Stores Closings
1st Quarter 2007	7	0
2nd Quarter 2007	6	0
3rd Quarter 2007	11	2
4th Quarter 2007	1	3
Fiscal 2007	25	5

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

City                       
Alcoa, TN Boynton Beach, FL Quincy, IL Kingsport, TN Birmingham, AL Evergreen Park, IL Christiansburg, VA Ammon, ID Foley, AL Bossier City, LA Pocatello, ID Market/Total Stores in Market
Knoxville/3 West Palm Beach/4 Quincy/1 Johnson City/2 Birmingham/4 Chicago/21 Roanoke/3 Idaho Falls/2 Mobile/2 Shreveport/3 Idaho Falls/2

Conference Call

        Today, at 2:00 p.m. Eastern time, the Company will host a conference call to discuss the third quarter results and outlook on the fourth quarter. The public can listen to the live webcast of the call by visiting Shoe Carnival's 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.

Cautionary Statement Regarding Forward-Looking Information

        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; the impact of hurricanes or other natural disasters on ou r stores, as well as on consumer confidence and purchasing in general; risks associated with the seasonality of the retail industry; the availability of desirable store locations at acceptable lease terms and our ability to open new stores in a timely and profitable manner; higher than anticipated costs associated with the closing of under-performing stores; the inability of manufacturers to deliver products in a timely manner; changes in the political and economic environments in the People's Republic of China, a major manufacturer of footwear; and the continued favorable trade relations between the United States and China and other 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-l ooking statements contained in this press release to reflect future events or developments.

        Shoe Carnival is a chain of 294 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 LLC 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)

	Thirteen				Thirteen				Thirty-nine				Thirty-nine
	Weeks Ended				Weeks Ended				Weeks Ended				Weeks Ended
	November 3, 2007				October 28, 2006				November 3, 2007				October 28, 2006
Net sales		$	173,881			$	189,086			$	494,339			$	504,441
Cost of sales (including buying,
distribution and occupancy costs)			123,320				132,349				353,740				355,413
Gross profit			50,561				56,737				140,599				149,028
Selling, general and administrative
expenses			43,627				43,275				123,070				119,330
Operating income			6,934				13,462				17,529				29,698
Interest income			(101	)			(353	)			(611	)			(863	)
Interest expense			115				33				179				107
Income before income taxes			6,920				13,782				17,961				30,454
Income tax expense			2,734				5,406				6,281				11,816
Net income		$	4,186			$	8,376			$	11,680			$	18,638
Net income per share:
Basic		$	.33			$	.62			$	.89			$	1.40
Diluted		$	.33			$	.61			$	.87			$	1.36
Average shares outstanding:
Basic			12,604				13,414				13,065				13,338
Diluted			12,777				13,751				13,362				13,706

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

	November 3, 2007			February 3, 2007		October 28, 2006
ASSETS
Current Assets:
Cash and cash equivalents	$		6,671	$	34,839	$	19,484
Accounts receivable			1,579		948		2,126
Merchandise inventories			200,242		196,662		187,254
Deferred income tax benefit			2,558		2,088		1,301
Other			8,368		2,605		3,064
Total Current Assets			219,418		237,142		213,229
Property and equipment-net			74,194		74,020		70,380
Total Assets	$		293,612	$	311,162	$	283,609
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable	$		51,581	$	70,352	$	49,244
Accrued and other liabilities			13,355		14,576		14,376
Total Current Liabilities		64,936			84,928		63,620
Long-term debt		14,165			0		0
Deferred lease incentives		5,528			6,095		5,614
Accrued rent		6,124			6,260		6,346
Deferred income taxes		844			781		1,109
Deferred compensation		3,690			3,149		2,845
Other		809			0		0
Total Liabilities		96,096			101,213		79,534
Total Shareholders' Equity		197,516			209,949		204,075
Total Liabilities and Shareholders' Equity	$		293,612	$	311,162	$	283,609

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

	Thirty-nine Weeks Ended November 3, 2007			Thirty-nine Weeks Ended October 28, 2006
Cash flows from operating activities:
Net income	$	11,680		$	18,638
Adjustments to reconcile net income to net
cash (used in) provided by operating activities:
Depreciation and amortization		11,781			10,713
Stock-based compensation		1,071			1,267
Loss on retirement and impairment of assets		508			231
Deferred income taxes		(160	)		(1,268	)
Lease incentives		418			192
Other		(545	)		(708	)
Changes in operating assets and liabilities:
Accounts receivable		(631	)		(1,840	)
Merchandise inventories		(3,580	)		(3,261	)
Accounts payable and accrued liabilities		(16,307	)		(20,419	)
Other		(6,543	)		113
Net cash (used in) provided by operating activities		(2,308	)		3,658
Cash flows from investing activities:
Purchases of property and equipment		(15,263	)		(14,331	)
Proceeds from sale of property and equipment		379			7,201
Other		6			2
Net cash used in investing activities		(14,878	)		(7,128	)
Cash flows from financing activities:
Borrowings under line of credit		49,970			0
Payments on line of credit		(35,805	)		0
Proceeds from issuance of stock		551			2,469
Excess tax benefits from stock-based compensation		275			422
Common stock repurchased		(25,973	)		(241	)
Net cash (used in) provided by financing activities		(10,982	)		2,650
Net decrease in cash and cash equivalents		(28,168	)		(820	)
Cash and cash equivalents at beginning of period		34,839			20,304
Cash and Cash Equivalents at End of Period	$	6,671		$	19,484