SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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>
CUSIP No. 824889 10 9
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David H. Russell
2. Check the appropriate box if a member of a group
Not applicable
3.
4. Citizenship or Place of Organization
United States of America
5. Sole Voting Power
704,931 shares(1)
6. Shared Voting Power
-0-
7. Sole Dispositive Power
704,931 shares(1)
8. Shared Dispositive Power
-0-
9. Aggregate Amount Beneficially Owned by Each Reporting Person
704,931 shares(1)
10. Check box if the Aggregate Amount in Row (9) Excludes Certain Shares
__________________
(1) Includes 900 shares held by Mr. Russell as custodian for his minor
children and presently exercisable stock options to purchase 158,666
shares.
<PAGE>
11. Percent of Class Represented by Amount in Row 9
5.3%
12. Type of Reporting Person
IN
<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.
David H. Russell
ITEM 2(B).ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE.
David H. Russell
8233 Baumgart Road
Evansville, Indiana 47711
ITEM 2(C).CITIZENSHIP.
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:
704,931 shares(1)
__________________
(1) Includes 900 shares held by Mr. Russell as custodian for his minor
children and presently exercisable stock options to purchase 158,666
shares.
<PAGE>
ITEM 4(B).PERCENT OF CLASS:
5.3%
ITEM 4(C).NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or direct the vote:
704,931{(1)}
(ii) shared power to vote or to direct the vote:
-0-
(iii)sole power to dispose or to direct the disposition of:
704,931(1)
(iv) shared power to dispose or to direct the disposition of:
-0-
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable
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
__________________
(1) Includes 900 shares held by Mr. Russell as custodian for his minor
children and presently exercisable stock options to purchase 158,666
shares.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
ITEM 10. CERTIFICATION.
Not Applicable
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 18, 1998 /S/ DAVID H. RUSSELL
David H. Russell
