S-8

As filed with the Securities and Exchange Commission on September 6, 2012

Registration No. 333-                   

UNITED STATES
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 of incorporation or organization)	(I.R.S. Employer Identification No.)
7500 East Columbia Street Evansville, Indiana  47715
(Address of Principal Executive Offices) (Zip Code)

SHOE CARNIVAL, INC.

2000 STOCK OPTION AND INCENTIVE PLAN

(Full title of the plan)

Mark L. Lemond

President and Chief Executive Officer

7500 East Columbia Street

Evansville, Indiana  47715

 (Name and address of agent for service)

(812) 867-6471

(Telephone number, including area code, of agent for service)

Copy to:

Janelle Blankenship
Faegre Baker Daniels LLP
600 East 96th Street, Suite 600
Indianapolis, Indiana 46240
(317) 569-9600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[  ]	Accelerated Filer	[x]
Non-accelerated filer	[  ](Do not check if a smaller reporting company)	Smaller Reporting Company	[ ]

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.01 Par Value	900,000(1)	$22.08 (2)	$19,872,000 (2)	$2,277.34 (2)

 ⁽¹⁾

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

⁽²⁾

Estimated solely for the purpose of calculating the registration fee and computed in accordance with Rule 457(c) and (h) under the Securities Act using the average of the high and low sale price of the Common Stock as reported by The NASDAQ Global Select Market on September 4, 2012.

STATEMENT PURSUANT TO GENERAL INSTRUCTION E

OF FORM S-8 "REGISTRATION OF ADDITIONAL SECURITIES"

This Registration Statement relates to the registration of 900,000 additional shares of Common Stock, $0.01 par value per share, of Shoe Carnival, Inc. (the "Registrant") reserved for issuance and delivery under the Registrant's 2000 Stock Option and Incentive Plan, as amended (the "2000 Plan").  The increase in the number of shares authorized to be issued under the 2000 Plan was approved by the Registrant's shareholders on June 14, 2012.  The contents of the Registrant's Registration Statements on Form S-8 (Registration Nos. 333-60114, 333-117231 and 333-153421) are incorporated herein by reference pursuant to General Instruction E to the Form S-8.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 this 6th day of September, 2012.

Shoe Carnival, Inc.

By:

/s/  Mark L. Lemond                               

Mark L. Lemond
President and Chief Executive Officer

POWER OF ATTORNEY

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 amendment to this Registration Statement, including post-effective amendments, and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, 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 to this Registration Statement, including post-effective amendments, and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto, and other documents in connection therewith.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated opposite their names.

Signature	Title	Date
/s/  J. Wayne Weaver              J. Wayne Weaver	Chairman of the Board and Director	September 6, 2012
/s/  Mark L. Lemond                 Mark L. Lemond	President, Chief Executive Officer and Director (Principal Executive Officer)	September 6, 2012
/s/  James A. Aschleman         James A. Aschleman	Director	September 6, 2012
/s/  Kent A. Kleeberger           Kent A. Kleeberger	Director	September 6, 2012
/s/  Gerald W. Schoor               Gerald W. Schoor	Director	September 6, 2012
/s/  Joseph W. Wood               Joseph W. Wood	Director	September 6, 2012
/s/  W. Kerry Jackson             W. Kerry Jackson	Executive Vice President – Chief Financial Officer and Treasurer (Principal Financial Officer)	September 6, 2012
/s/  Kathy A. Yearwood         Kathy A. Yearwood	Senior Vice President – Controller and Chief Accounting Officer (Principal Accounting Officer)	September 6, 2012

INDEX OF EXHIBITS

Exhibit    No.	Description of Exhibit
4.1	Restated Articles of Incorporation of Registrant.  (The copy of this Exhibit filed as Exhibit 3-A to the Registrant’s Annual Report on Form 10-K for the year ended February 2, 2002 is incorporated herein by reference.)
4.2	By-Laws of Registrant, as amended to date.  (The copy of this Exhibit filed as Exhibit 3-B to the Registrant’s Quarterly Report on Form 10-Q filed on December 9, 2010 is incorporated herein by reference.)
4.3	Shoe Carnival, Inc. 2000 Stock Option and Incentive Plan, as amended and restated to reflect all amendments adopted through June 14, 2012.  (The copy of this Exhibit filed as Exhibit 10-L to the Registrant’s Current Report on Form 8-K filed on June 15, 2012 is incorporated herein by reference.)
5.1	Opinion of Faegre Baker Daniels LLP regarding legality of the securities being registered.
23.1	Consent of Deloitte & Touche LLP.
23.2	Consent of Faegre Baker Daniels LLP (included in Exhibit 5.1).
24.1	Power of Attorney (included on the Signature Page of this Registration Statement).

EX-5.1

EXHIBIT 5.1

Faegre Baker Daniels LLP

600 East 96^th  Street q Suite 600

Indianapolis q Indiana 46240-3789

Phone +1 317 569 9600

Fax +1 317 569 4800

September 6, 2012

Shoe Carnival, Inc. 
7500 East Columbia Street 
Evansville, Indiana  47715

      Re: Registration Statement on Form S-8

Ladies and Gentlemen:

      We have acted as counsel to Shoe Carnival, Inc., an Indiana corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933 (the “Act”), registering the offer and sale of an additional 900,000 shares of the Company’s Common Stock, $0.01 par value (the “Shares”), pursuant to the Company’s 2000 Stock Option and Incentive Plan, as amended (the “Plan”).

     We have examined the Plan, the Registration Statement, the Restated Articles of Incorporation, as currently in effect, and the By-Laws, as currently in effect, of the Company, resolutions of the Company’s Board of Directors authorizing the issuance of the Shares, and such other documents as we have considered necessary. We have also examined a certificate of the Secretary of the Company dated the date hereof (the “Certificate”).  In such examination, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the aforesaid documents, the authenticity of all documents submitted to us as originals, the conformity with originals of all documents submitted to us as copies (and the authenticity of the originals of such copies), and that all public records reviewed are accurate and complete. As to factual matters, we have relied on the certifications, statements or representations of the Company (including the Certificate) and have not independently verified the matters stated therein.

     Based on the foregoing, we are of the opinion the Shares have been duly authorized and, when the Registration Statement shall have become effective, the Shares have been issued in accordance with the Plan and, where applicable, the consideration for the Shares specified in the Plan has been received by the Company, the Shares will be validly issued, fully paid and nonassessable.

     This opinion letter is solely for the use of the Company in connection with the Registration Statement. This opinion is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated.

     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.

 Very Truly Yours,

/s/ Faegre Baker Daniels LLP

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports relating to the consolidated financial statements of Shoe Carnival, Inc. and the effectiveness of Shoe Carnival, Inc.'s internal control over financial reporting dated April 12, 2012, appearing in the Annual Report on Form 10-K of Shoe Carnival, Inc. for the year ended January 28, 2012.

 /s/ DELOITTE & TOUCHE LLP

Indianapolis, Indiana
September 6, 2012