CERTIFICATE OF MERGER

                                  OF

                           SHOE CARNIVAL, INC.

                                 INTO

                            SCI INDIANA, INC.

                   (UNDER SECTION 252 OF THE GENERAL
               CORPORATION LAW OF THE STATE OF DELAWARE)


     (1)   The name and state of incorporation of each of the constituent 
corporations are:

           (a) Shoe Carnival, Inc., a Delaware corporation; and

           (b) SCI Indiana, Inc., an Indiana corporation.

     (2) A Plan and Agreement of Merger has been approved, adopted, 
certified, executed and acknowledged by SCI Indiana, Inc. and by Shoe 
Carnival, Inc. in accordance with the provisions of subsection (c) of 
Section 252 of the General Corporation Law of the State of Delaware.

     (3) The name of SCI Indiana, Inc., the surviving corporation, will be 
changed to Shoe Carnival, Inc. as a result of the merger.

     (4) The restated articles of incorporation of the surviving 
corporation in the form attached to the Plan and Agreement of Merger shall 
be the articles of incorporation of the surviving corporation.

     (5) The surviving corporation is a corporation of the State of 
Indiana.

     (6) The executed Plan and Agreement of Merger is on file at the 
principal place of business of SCI Indiana, Inc. at 8233 Baumgart Road, 
Evansville, Indiana.

     (7) A copy of the Plan and Agreement of Merger will be furnished by 
SCI Indiana, Inc. on request and without cost, to any stockholder of Shoe 
Carnival, Inc. or SCI Indiana, Inc.

     (8) SCI Indiana, Inc. hereby agrees that it may be served with process 
in Delaware in any proceeding for enforcement of any obligation of Shoe 
Carnival, Inc., as well as for enforcement of any obligation of SCI 
Indiana, Inc. arising from the merger, including any suit or other 
proceeding to enforce the right of any stockholders as determined in 
appraisal proceedings pursuant to 8 Del. C. Sec. 262, and SCI Indiana, Inc. 

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hereby irrevocably appoints the Secretary of State of the State of Delaware 
as its agent to accept service or process in any such suit or other 
proceedings and a copy of such process shall be mailed by the Secretary to 
SCI Indiana, Inc. at the following address:

                    8233 Baumgart Road
                    Evansville, IN    47711
                    ATTN: Corporate Secretary


     IN WITNESS WHEREOF, SCI Indiana, Inc. has caused this certificate to 
be signed by Mark L. Lemond, its Executive Vice President- Chief Operating 
Officer and Chief Financial Officer, and attested by its Secretary, on the 
15th day of July, 1996.

                                   SCI INDIANA, INC.


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

ATTEST:


By: /s/ David A. Kapp
   ------------------------
   David A. Kapp, Secretary

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