ARTICLES OF MERGER

                                  OF

                          SHOE CARNIVAL, INC.

                                 INTO

                           SCI INDIANA, INC.


     In accordance with the requirements of the Indiana Business 
Corporation Law, the undersigned corporation surviving a merger pursuant to 
Indiana Code  23-1-40-1 and 23-1-40-7 (the "Merger"), sets forth the 
following facts:


                               ARTICLE I
                         Surviving Corporation

     The name of the corporation surviving the Merger is SCI Indiana, Inc. 
(the "Surviving Corporation").  The name of the Surviving Corporation will 
be changed to "Shoe Carnival, Inc." as a result of the Merger.  The 
Surviving Corporation is an Indiana corporation incorporated on April 3, 
1996.


                               ARTICLE II
                          Merging Corporation

     The name of the corporation merging with and into the Surviving 
Corporation (the "Merging Corporation") is Shoe Carnival, Inc.  The Merging 
Corporation is a Delaware corporation formed on February 25, 1988 (as  DAR 
Group Investments, Inc.).


                               ARTICLE III
                              Plan of Merger

     The Plan of Agreement and Merger (the "Plan of Merger") for the Merger 
of the Merging Corporation with and into the Surviving Corporation 
containing the information required by Indiana Code  23-1-40-1(b) and 23-
1-40-7, is attached hereto as Exhibit A and made a part hereof.  Included 
as Annex 1 to the Plan of Merger is a copy of the Restated Articles of 
Incorporation of the Surviving Corporation following the effectiveness of 
the Merger.

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                               ARTICLE IV
                              Effective Time

     The Merger shall become effective on upon the later to occur of (a) 
completion of the filing of these Articles of Merger, and (b) the filing of 
a certificate of merger with the Secretary of State of Delaware.


                                ARTICLE V
                        Manner of Adoption and Vote

     Section 1.  Action by Surviving Corporation.  By unanimous written 
consent dated as of April 25, 1996, the Board of Directors of the Surviving 
Corporation adopted the Plan of Merger.  By unanimous written consent dated 
as of April 25, 1996, the sole shareholder of the Surviving Corporation 
approved the Plan of Merger.

     Section 2.  Action by Merging Corporation.  By unanimous written 
consent, dated as of April 25, 1996, the Board of Directors of the Merging 
Corporation adopted the Plan of Merger and recommended its approval by its 
stockholders.  As of the record date for the meeting of the stockholders of 
the Merging Corporation held on June 14, 1996, there were 13,018,588 shares 
of voting stock of the Merging Corporation outstanding and entitled to vote 
on the Plan of Merger.  At such meeting, the holders of 9,663,885 shares 
voted to approve the Plan of Merger, the holders of 493,127 shares voted 
against the Plan of Merger and the holders of 12,315 shares abstained from 
voting on the Plan of Merger.   The number of votes cast to approve the 
Plan of Merger was sufficient to approve the Plan of Merger under Delaware 
law.

     IN WITNESS WHEREOF, the Surviving Corporation has caused these 
Articles of Merger to be signed by its duly authorized officer on this 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 

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