SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
SHOE CARNIVAL, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
824889 10 9
(CUSIP Number)
DECEMBER 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*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
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 {(1)}
7. Sole Dispositive Power
2,000,000 shares
8. Shared Dispositive Power
833,230 shares {(1)}
9. Aggregate Amount Beneficially Owned by Each Reporting Person
4,833,230 shares{(1)(2)}
10. Check box if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row 9
36.7%
12. Type of Reporting Person
IN
__________________
{(1) }Includes 500,000 shares held in a trust of which the reporting person
is a trustee.
{(2) }Includes 2,000,000 shares owned by Mr. Weaver's spouse.
<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 {(1)}
7. Sole Dispositive Power
2,000,000 shares
8. Shared Dispositive Power
833,230 shares {(1)}
9. Aggregate Amount Beneficially Owned by Each Reporting Person
4,833,230 shares{(1)(2)}
10. Check box if the Aggregate Amount in Row (9) Excludes Certain Shares
11. Percent of Class Represented by Amount in Row 9
36.7%
12. Type of Reporting Person
IN
__________________
(1) Includes 500,000 shares held in a trust of which the reporting person is a
trustee.
(2) Includes 2,000,000 shares owned by Mrs. Weaver's spouse.
<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
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
ITEM 2(C). CITIZENSHIP.
(i) United States of America
(ii) United States of America
ITEM 2(D). TITLE OF CLASS OF SECURITIES.
Common Stock, par value $.01 per share
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) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under section 15 of the
Act;
(b) [ ] Bank as defined in section 3(a)(6) of the Act;
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Act;
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940;
(e) [ ] An investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940;
(j) [ ] Group, in accordance with section 240.13d-
1(b)(1)(ii)(J).
If this statement is filed pursuant to section 240.13d-1(c), check this box
[ ].
Not applicable.
ITEM 4. OWNERSHIP.
ITEM 4(A). AMOUNT BENEFICIALLY OWNED:
(i) J. Wayne Weaver - 4,833,230 shares{(1)(2)}
(ii) Delores B. Weaver - 4,833,230 shares{(2)(3)}
ITEM 4(B). PERCENT OF CLASS:
(i) J. Wayne Weaver - 36.7%
(ii) Delores B. Weaver - 36.7%
ITEM 4(C). NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) sole power to vote or to direct the vote:
(i) J. Wayne Weaver - 2,000,000 shares
(ii) Delores B. Weaver - 2,000,000 shares
(ii) shared power to vote or to direct the vote:
(i) J. Wayne Weaver - 833,230 shares {(2)}
(ii) Delores B. Weaver - 833,230 shares {(2)}
(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
(iv) shared power to dispose or to direct the disposition of:
(i) J. Wayne Weaver - 833,230 shares {(2)}
(ii) Delores B. Weaver - 833,230 shares {(2)}
__________________
(1) Includes 2,000,000 shares owned by Mr. Weaver's spouse.
(2) Includes 500,000 shares held in a trust of which the reporting person is
a trustee.
(3) Includes 2,000,000 shares owned by Mrs. Weaver's spouse.
<PAGE>
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
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
ITEM 10. CERTIFICATIONS.
Not Applicable
<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 10, 1999 /S/ J. WAYNE WEAVER
J. Wayne Weaver
<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 10, 1999 /S/ DELORES B. WEAVER
Delores B. Weaver
