Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 9, 2009, the Board of Directors of Shoe Carnival, Inc. (the "Company") amended the Company's Amended and Restated Bylaws (the "Bylaws"). Sections 2 and 3 of Article I of the Bylaws were amended to update the address of the Company's registered office and principal office to 7500 East Columbia Street, Evansville, Indiana 47715. A new Section 17 was also added to Article III of the Bylaws to opt out of new subsection 23-1-33-6(c) of the Indiana Business Corporation Law (the "IBCL"), which will go into effect on July 1, 2009. The new subsection of the IBCL mandates that the Company must, at all times, have a staggered board unless the Board expressly elects in the Company's Bylaws not to be governed by the subsection. This amendment to the Bylaws will not affect the current structure of the Company's Board of Directors.

The Bylaws, as amended, are being filed as Exhibit 3-B hereto and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

The following exhibits are being filed herewith:

Exhibit No. Exhibits
3-B Bylaws of Shoe Carnival, Inc., as amended on June 9, 2009

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