ARTICLES OF AMENDMENT
                                       OF
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                               SHOE CARNIVAL, INC.


                  In compliance with the  requirements  of the Indiana  Business
Corporation  Law, as amended  (the  "IBCL"),  Shoe  Carnival,  Inc.,  an Indiana
corporation  (the  "Corporation"),  desiring to amend its  Restated  Articles of
Incorporation, hereby certifies as follows:

                                    Article I
                            Amendment to the Restated
                            Articles of Incorporation

                  Section 1. The name of the  Corporation  is, and following the
amendment effected hereby will continue to be, Shoe Carnival, Inc.

                  Section 2. Article IV,  Section 1 of the Restated  Articles of
Incorporation  of the  Corporation is hereby  amended so that, as amended,  such
Article IV, Section 1 shall read in its entirety as follows:

                  "Section 1. Capital  Stock.  The total number of shares of all
         classes of capital stock which the Corporation  shall have authority to
         issue is 55,000,000  shares,  consisting of 50,000,000 shares of Common
         Stock, par value $.01 per share ("Common Stock"),  and 5,000,000 shares
         of Preferred Stock, par value $.01 per share ("Preferred Stock")."

                  Section 3. The effective date of the amendment hereby effected
shall be the date of filing of these  Articles of  Amendment  with the office of
the Secretary of State of the State of Indiana.

                                   Article II
                           Manner of Adoption and Vote

                  Section  1.  The  amendment  was  approved  by  the  Board  of
Directors of the Corporation on April 7, 1998, by resolution  duly adopted.  The
Common Stock of the  Corporation is the only class of capital stock  outstanding
and entitled to vote on the amendment.  At the annual meeting of shareholders of
the Corporation  held on June 11, 1998,  there were 13,120,344  shares of Common
Stock outstanding and entitled to vote and 11,127,493 shares were represented at
the meeting.  Accordingly,  a quorum was present.  Of the shares of Common Stock
represented  at the  meeting,  11,073,170  shares were voted for the  amendment,
which vote was sufficient for approval of the amendment.

                  Section  2.  The  manner  of the  adoption  of  the  foregoing
amendment  constitutes full legal compliance with the provisions of the IBCL and
the Corporation's Restated Articles of Incorporation and By-Laws.



                  IN WITNESS WHEREOF,  the Corporation has caused these Articles
of  Amendment  to be signed on its  behalf by the  undersigned  duly  authorized
officer on June 11, 1998.

                                      SHOE CARNIVAL, INC.


                                      By   /s/ Mark L. Lemond
                                           Mark L. Lemond
                                           President and Chief Executive Officer




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