SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
SHOE CARNIVAL, INC.
(Name of Issuer)
COMMON STOCK, WITHOUT PAR VALUE
(Title of Class of Securities)
824889 10 9
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 11 Pages
<PAGE>
CUSIP No. 824889 10 9
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
J. Wayne Weaver
2. Check the appropriate box if a member of a group
[ ] a
[X] b
3.
4. Citizenship or Place of Organization
United States of America
5. Sole Voting Power
2,000,000 shares
6. Shared Voting Power
833,230 shares
7. Sole Dispositive Power
2,000,000 shares
8. Shared Dispositive Power
833,230 shares
9. Aggregate Amount Beneficially Owned by Each Reporting Person
4,833,230 shares{(1)}
10. Check box if the Aggregate Amount in Row (9) Excludes Certain Shares
__________________
(1) Includes 2,000,000 shares owned by Mr. Weaver's spouse.
Page 2 of 11 Pages
<PAGE>
11. Percent of Class Represented by Amount in Row 9
37.1%
12. Type of Reporting Person
IN
Page 3 of 11 Pages
<PAGE>
CUSIP No. 824889 10 9
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Delores B. Weaver
2. Check the appropriate box if a member of a group
[ ] a
[X] b
3.
4. Citizenship or Place of Organization
United States of America
5. Sole Voting Power
2,000,000 shares
6. Shared Voting Power
833,230 shares
7. Sole Dispositive Power
2,000,000 shares
8. Shared Dispositive Power
833,230 shares
9. Aggregate Amount Beneficially Owned by Each Reporting Person
4,833,230 shares{(1)}
10. Check box if the Aggregate Amount in Row (9) Excludes Certain Shares
__________________
(1) Includes 2,000,000 shares owned by Mrs. Weaver's spouse.
Page 4 of 11 Pages
<PAGE>
11. Percent of Class Represented by Amount in Row 9
37.1%
12. Type of Reporting Person
IN
Page 5 of 11 Pages
<PAGE>
CUSIP No. 824889 10 9
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Arthur G. Potts, Jr., Trustee
2. Check the appropriate box if a member of a group
[ ] a
[X] b
3.
4. Citizenship or Place of Organization
United States of America
5. Sole Voting Power
0 shares
6. Shared Voting Power
0 shares
7. Sole Dispositive Power
0 shares
8. Shared Dispositive Power
0 shares
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0 shares
10. Check box if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row 9
0%
12. Type of Reporting Person
00
Page 6 of 11 Pages
<PAGE>
ITEM 1(A).NAME OF ISSUER.
Shoe Carnival, Inc.
ITEM 1(B).ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES.
8233 Baumgart Road
Evansville, Indiana 47711
ITEM 2(A).NAME OF PERSON FILING.
(i) J. Wayne Weaver
(ii) Delores B. Weaver
(iii)Arthur G. Potts, Jr., Trustee
ITEM 2(B).ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE.
(i) J. Wayne Weaver
8233 Baumgart Road
Evansville, Indiana 47711
(ii) Delores B. Weaver
8233 Baumgart Road
Evansville, Indiana 47711
(iii)Arthur G. Potts, Jr., Trustee
Two Stamford Plaza
10th Floor, P.O. Box 1214
Stamford, Connecticut 06904-1214
ITEM 2(C).CITIZENSHIP.
(i) United States of America
(ii) United States of America
(iii)United States of America
ITEM 2(D).TITLE OF CLASS OF SECURITIES.
Common Stock, without par value
ITEM 2(E).CUSIP NUMBER.
824889 10 9
ITEM 3.IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B) OR 13D-2(B):
Not Applicable
ITEM 4.OWNERSHIP.
ITEM 4(A).AMOUNT BENEFICIALLY OWNED:
(i) J. Wayne Weaver - 4,833,230 shares{(1)}
(ii) Delores B. Weaver - 4,833,230 shares{(2)}
(iii)Arthur G. Potts, Jr., Trustee - 0 shares
ITEM 4(B).PERCENT OF CLASS:
(i) J. Wayne Weaver - 37.1%
(ii) Delores B. Weaver - 37.1%
(iii)Arthur G. Potts, Jr., Trustee - 0%
ITEM 4(C).NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or direct the vote:
(i) J. Wayne Weaver - 2,000,000 shares
(ii) Delores B. Weaver - 2,000,000 shares
(iii)Arthur G. Potts, Jr., Trustee - 0 shares
(ii) shared power to vote or to direct the vote:
(i) J. Wayne Weaver - 833,230 shares
(ii) Delores B. Weaver - 833,230 shares
(iii)Arthur G. Potts, Jr., Trustee - 0 shares
(iii)sole power to dispose or to direct the disposition of:
(i) J. Wayne Weaver - 2,000,000 shares
(ii) Delores B. Weaver - 2,000,000 shares
(iii)Arthur G. Potts, Jr., Trustee - 0 shares
__________________
(1) Includes 2,000,000 shares owned by Mr. Weaver's spouse.
(2) Includes 2,000,000 shares owned by Mrs. Weaver's spouse.
Page 7 of 11 Pages
<PAGE>
(iv) shared power to dispose or to direct the disposition of:
(i) J. Wayne Weaver - 833,230 shares
(ii) Delores B. Weaver - 833,230 shares
(iii)Arthur G. Potts, Jr., Trustee - 0 shares
ITEM 5.OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
The trust for which Mr. Potts was a trustee was terminated on
January 1, 1996, and the shares have been distributed to the
beneficiaries. At this time, none of the trust beneficiaries own
more than five percent of the shares of Shoe Carnival, Inc.
ITEM 6.OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable
ITEM 7.IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not Applicable
ITEM 8.IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable
ITEM 9.NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
ITEM 10.CERTIFICATION.
Not Applicable
Page 8 of 11 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February ____, 1997
J. Wayne Weaver
Page 9 of 11 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February ____, 1997
Delores B. Weaver
Page 10 of 11 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 7, 1997 /s/ Arthur G. Potts, Jr.
Arthur G. Potts, Jr., Trustee
Page 11 of 11 Pages
