As filed with the Securities and Exchange Commission on May 29, 1997

                                                   Registration No. 33-______

                       SECURITIES AND EXCHANGE COMMISSION

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                STEIN MART, INC.
             (Exact Name of registrant as specified in its charter)

                Florida                         64-0466198                    
          (State or other jurisdiction       (I.R.S. Employer
          of incorporation)                  Identification No.)

          
             1200 Riverplace Boulevard, Jacksonville, Florida 32207
               (Address of principal executive offices) (zip code)

                  STEIN MART, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)

                              John H. Williams, Jr.
                      President and Chief Operating Officer
                                Stein Mart, Inc.
                            1200 Riverplace Boulevard
                          Jacksonville, Florida  32207
                     (Name and address of agent for service)

                                 (904) 346-1500
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                                 Linda Y. Kelso
                                 Julia B. Davis
                                 Foley & Lardner
                                200 Laura Street
                          Jacksonville, Florida  32202
                                 (904) 359-2000


                         Calculation of Registration Fee

                                        Proposed     Proposed
     Title of each                      maximum      maximum
       class of                         offering     aggregate     Amount of
     securities to     Amount to be     price per    offering      registration
     be registered     registered(1)    share(2)     price (2)     on fee(2)

     Common Stock,    400,000 shares    $30.065     $12,026,000     $3,644.25
     $0.01 par
     value

        (1)  Plus an indeterminate number of shares which may be issued as a
   result of anti-dilution provisions contained in the Plan.

        (2)  Pursuant to Rules 457(c) and 457(h) under the Securities Act of
   1933, as amended, the registration fee has been calculated on the basis of
   the average of the high and low prices of the registrant's Common Stock as
   reported on the Nasdaq National Market on May 23, 1997.


                                    PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference.

        The following documents filed by the registrant with the Securities
   and Exchange Commission are hereby incorporated herein by reference:

             (a)  Annual Report on Form 10-K for the fiscal year ended
        December 28, 1996, including portions of the registrant's 1996
        Annual Report to Stockholders and the registrant's definitive
        proxy statement for its 1997 annual meeting of stockholders to
        the extent specifically incorporated therein;

             (b)  Quarterly Report on Form 10-Q for the quarter ended
        March 29, 1997;

             (c)  The description of the registrant's Common Stock, par
        value $0.01 per share set forth under the caption "Description
        of Registrant's Securities to be Registered" in the Company's
        Registration Statement on Form 8-A (No. 0-20052) filed under the
        Exchange Act; and

        All documents subsequently filed by the registrant pursuant to
   Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
   1934, prior to the filing of a post-effective amendment which indicates
   that all shares of Common Stock being offered hereby have been sold or
   which deregisters all shares of Common Stock then remaining unsold shall
   be deemed incorporated by reference in this registration statement and to
   be a part hereof from the date of filing of such documents.

   Item 4.   Description of Securities.

        Not Applicable.

   Item 5.   Interests of Named Experts and Counsel.

        Not applicable.

   Item 6.   Indemnification of Directors and Officers.

        The Florida Business Corporation Act (the "Florida Act") permits a
   Florida corporation to indemnify a present or former director or officer
   of the corporation (and certain other persons serving at the request of
   the corporation in related capacities) for liabilities, including legal
   expenses, arising by reason of service in such capacity if such person
   shall have acted in good faith and in a manner he reasonably believed to
   be in or not opposed to the best interests of the corporation, and in any
   criminal proceeding if such person had no reasonable cause to believe his
   conduct was unlawful. However, in the case of actions brought by or in the
   right of the corporation, no indemnification may be made with respect to
   any matter as to which such director or officer shall have been adjudged
   liable, except in certain limited circumstances.

        Article X of the registrant's Bylaws provides that the registrant
   shall indemnify directors to the fullest extent now or hereafter permitted
   by the Florida Act.  In addition, the registrant has entered into
   Indemnification Agreements with its directors in which the registrant has
   agreed to indemnify such persons to the fullest extent now or hereafter
   permitted by the Florida Act.  Such Indemnification Agreements entitle
   directors who also serve as officers of the registrant to indemnification
   for liabilities arising out of their services as officers as well as
   directors.   

        The registrant has a standard policy of directors' and officers'
   liability insurance covering directors and officers of the corporation
   with respect to liabilities incurred as a result of their service in such
   capacities.

   Item 7.   Exemption from Registration Claimed.

        Not Applicable.

   Item 8.   Exhibits.

       4.    Stein Mart, Inc. Employee Stock Purchase Plan (to be filed as an
             Amendment)

       5.    Opinion of Foley & Lardner as to the legality of the securities
             to be issued

     23A.    Consent of Foley & Lardner (included in Opinion filed as Exhibit
             5)

     23B.    Consent of Price Waterhouse


   Item 8.   Undertakings

        The undersigned hereby undertakes:

        (1)  To file, during any period in which offers or sales are being
   made, a post-effective amendment to this registration statement to include
   any material information with respect to the plan of distribution not
   previously disclosed in the registration statement or any material change
   to such information in the registration statement.

        (2)  That, for the purpose of determining any liability under the
   Securities Act of 1933, as amended (the "Securities Act"), each such post-
   effective amendment shall be deemed to be a new registration statement
   relating to the securities offered therein, and the offering of such
   securities at the time shall be deemed to be the initial bona fide
   offering thereof.

        (3)  To remove from registration by means of a post-effective
   amendment any of the securities being registered which remain unsold at
   the termination of the offering.

        (4)  That, for purposes of determining any liability under the
   Securities Act, each filing of the registrant's annual report pursuant to
   Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
   reference in the registration statement shall be deemed to be a new
   registration statement relating to the securities offered therein, and the
   offering of such securities at that time shall be deemed to be the initial
   bona fide offering thereof.

        Insofar as indemnification for liabilities arising under the
   Securities Act may be permitted to directors, officers and controlling
   persons of the registrant pursuant to the Articles of Incorporation or
   Bylaws of the registrant or otherwise, the registrant has been advised
   that in the opinion of the Securities and Exchange Commission such
   indemnification is against public policy as expressed in the Securities
   Act and is, therefore, unenforceable.  In the event that a claim for
   indemnification against such liabilities (other than the payment by the
   registrant of expenses incurred or paid by the director, officer or
   controlling person of the registrant in the successful defense of any
   action, suit or proceeding) is asserted by such director, officer or
   controlling person in connection with the securities being registered, the
   registrant will, unless in the opinion of its counsel the matter has been
   settled by controlling precedent, submit to a court of appropriate
   jurisdiction the question whether such indemnification by it is against
   public policy as expressed in the Securities Act and will be governed by
   the final adjudication of such issue.

<PAGE>
                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
   registrant certifies that it has reasonable grounds to believe that it
   meets all of the requirements for filing on Form S-8 and has duly caused
   this registration statement to be signed on its behalf by the undersigned,
   thereunto duly authorized, in the City of Jacksonville, State of Florida,
   on May 12, 1997.

                                 STEIN MART, INC.

                                 By  /s/ Jay Stein                           
                                    Jay Stein, Chairman of the Board


                            SPECIAL POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
   appears on the Signature Page to this registration statement constitutes
   and appoints John H. Williams, Jr., James G. Delfs and Clayton E.
   Robertson, Jr., and each or any of them, his or her true and lawful
   attorneys-in-fact and agents, with full power of substitution and
   resubstitution, for him or her and in his or her name, place and stead, in
   any and all capacities to sign any and all amendments (including post-
   effective amendments to this registration statement and any and all
   registration statements filed pursuant to Rule 462(b) under the Securities
   Act of 1933), and to file the same, with all exhibits and other documents
   in connection therewith, with the Securities and Exchange Commission, and
   grants unto said attorneys-in-fact and agents, full power and authority to
   do and perform each and every act and thing requisite and necessary to be
   done in and about the premises, as fully to all intents and purposes as he
   or she might or could do in person, hereby ratifying and confirming all
   that said attorneys-in-fact and agents or his or her substitute or
   substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
   registration statement has been signed by the following persons in the
   capacities and on the dates indicated.


   Date:  May 12, 1997        /s/ Jay Stein                                  
                            Jay Stein, Chairman of the Board and Chief
                            Executive Officer (Principal Executive Officer)


   Date:  May 12, 1997        /s/ John H. Williams, Jr.                      
                            John H. Williams, Jr., President, Chief Operating
                            Officer and Director


   Date:  May 12, 1997        /s/ James G. Delfs                             
                            James G. Delfs, Senior Vice President, Finance
                            and Principal Financial Officer


   Date:  May 12, 1997        /s/ Clayton E. Roberson, Jr.                   
                            Clayton E. Roberson, Jr., Controller


   Date:  May 12, 1997        /s/ Mason Allen                                
                            Mason Allen, Director


   Date:  May 12, 1997        /s/ Pete Carpenter                             
                            Pete Carpenter, Director


   Date:  May 12, 1997        /s/ Albert Ernest, Jr.                         
                            Albert Ernest, Jr., Director


   Date:  May 12, 1997        /s/ Mitchell W. Legler                         
                            Mitchell W. Legler, Director


   Date:  May 12, 1997        /s/ Michael D. Rose                            
                            Michael D. Rose, Director


   Date:  May 12, 1997       /s/ James H. Winston                            
                            James H. Winston, Director


<PAGE>
                                  EXHIBIT INDEX

                                                                   Sequential
                                                                    Page No. 


       4.     Stein Mart, Inc. Employee Stock Purchase Plan (to
              be filed as an Amendment)

       5.     Opinion of Foley & Lardner as to the legality of
              the securities to be issued

     23A.     Consent of Foley & Lardner (included in Opinion
              filed as Exhibit 5)

     23B.     Consent of Price Waterhouse

      24.     Power of Attorney (included on signature page of
              this Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "STEIN MART, INC.'S FORM S-8", "secsgml_size_bytes": 13757}]
{"company-data": {"conformed-name": "STEIN MART INC", "cik": "0000884940", "assigned-sic": "5651", "irs-number": "640466198", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27991", "film-number": "97616069"}, "business-address": {"street1": "1200 RIVERPLACE BLVD", "city": "JACKSONVILLE", "state": "FL", "zip": "32207", "phone": "9043461500"}, "mail-address": {"street1": "1200 RIVERPLACE BLVD", "city": "JACKSONVILLE", "state": "FL", "zip": "32207"}}
As filed with the Securities and Exchange Commission on May 29, 1997

                                                   Registration No. 33-______

                       SECURITIES AND EXCHANGE COMMISSION

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                STEIN MART, INC.
             (Exact Name of registrant as specified in its charter)

                Florida                         64-0466198                    
          (State or other jurisdiction       (I.R.S. Employer
          of incorporation)                  Identification No.)

          
             1200 Riverplace Boulevard, Jacksonville, Florida 32207
               (Address of principal executive offices) (zip code)

                  STEIN MART, INC. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)

                              John H. Williams, Jr.
                      President and Chief Operating Officer
                                Stein Mart, Inc.
                            1200 Riverplace Boulevard
                          Jacksonville, Florida  32207
                     (Name and address of agent for service)

                                 (904) 346-1500
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                                 Linda Y. Kelso
                                 Julia B. Davis
                                 Foley & Lardner
                                200 Laura Street
                          Jacksonville, Florida  32202
                                 (904) 359-2000

                         Calculation of Registration Fee

                                        Proposed     Proposed
     Title of each                      maximum      maximum
       class of                         offering     aggregate     Amount of
     securities to     Amount to be     price per    offering      registration
     be registered     registered(1)    share(2)     price (2)     on fee(2)

     Common Stock,    400,000 shares    $30.065     $12,026,000     $3,644.25
     $0.01 par
     value

        (1)  Plus an indeterminate number of shares which may be issued as a
   result of anti-dilution provisions contained in the Plan.

        (2)  Pursuant to Rules 457(c) and 457(h) under the Securities Act of
   1933, as amended, the registration fee has been calculated on the basis of
   the average of the high and low prices of the registrant's Common Stock as
   reported on the Nasdaq National Market on May 23, 1997.

                                    PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference.

        The following documents filed by the registrant with the Securities
   and Exchange Commission are hereby incorporated herein by reference:

             (a)  Annual Report on Form 10-K for the fiscal year ended
        December 28, 1996, including portions of the registrant's 1996
        Annual Report to Stockholders and the registrant's definitive
        proxy statement for its 1997 annual meeting of stockholders to
        the extent specifically incorporated therein;

             (b)  Quarterly Report on Form 10-Q for the quarter ended
        March 29, 1997;

             (c)  The description of the registrant's Common Stock, par
        value $0.01 per share set forth under the caption "Description
        of Registrant's Securities to be Registered" in the Company's
        Registration Statement on Form 8-A (No. 0-20052) filed under the
        Exchange Act; and

        All documents subsequently filed by the registrant pursuant to
   Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
   1934, prior to the filing of a post-effective amendment which indicates
   that all shares of Common Stock being offered hereby have been sold or
   which deregisters all shares of Common Stock then remaining unsold shall
   be deemed incorporated by reference in this registration statement and to
   be a part hereof from the date of filing of such documents.

   Item 4.   Description of Securities.

        Not Applicable.

   Item 5.   Interests of Named Experts and Counsel.

        Not applicable.

   Item 6.   Indemnification of Directors and Officers.

        The Florida Business Corporation Act (the "Florida Act") permits a
   Florida corporation to indemnify a present or former director or officer
   of the corporation (and certain other persons serving at the request of
   the corporation in related capacities) for liabilities, including legal
   expenses, arising by reason of service in such capacity if such person
   shall have acted in good faith and in a manner he reasonably believed to
   be in or not opposed to the best interests of the corporation, and in any
   criminal proceeding if such person had no reasonable cause to believe his
   conduct was unlawful. However, in the case of actions brought by or in the
   right of the corporation, no indemnification may be made with respect to
   any matter as to which such director or officer shall have been adjudged
   liable, except in certain limited circumstances.

        Article X of the registrant's Bylaws provides that the registrant
   shall indemnify directors to the fullest extent now or hereafter permitted
   by the Florida Act.  In addition, the registrant has entered into
   Indemnification Agreements with its directors in which the registrant has
   agreed to indemnify such persons to the fullest extent now or hereafter
   permitted by the Florida Act.  Such Indemnification Agreements entitle
   directors who also serve as officers of the registrant to indemnification
   for liabilities arising out of their services as officers as well as
   directors.   

        The registrant has a standard policy of directors' and officers'
   liability insurance covering directors and officers of the corporation
   with respect to liabilities incurred as a result of their service in such
   capacities.

   Item 7.   Exemption from Registration Claimed.

        Not Applicable.

   Item 8.   Exhibits.

       4.    Stein Mart, Inc. Employee Stock Purchase Plan (to be filed as an
             Amendment)

       5.    Opinion of Foley & Lardner as to the legality of the securities
             to be issued

     23A.    Consent of Foley & Lardner (included in Opinion filed as Exhibit
             5)

     23B.    Consent of Price Waterhouse

   Item 8.   Undertakings

        The undersigned hereby undertakes:

        (1)  To file, during any period in which offers or sales are being
   made, a post-effective amendment to this registration statement to include
   any material information with respect to the plan of distribution not
   previously disclosed in the registration statement or any material change
   to such information in the registration statement.

        (2)  That, for the purpose of determining any liability under the
   Securities Act of 1933, as amended (the "Securities Act"), each such post-
   effective amendment shall be deemed to be a new registration statement
   relating to the securities offered therein, and the offering of such
   securities at the time shall be deemed to be the initial bona fide
   offering thereof.

        (3)  To remove from registration by means of a post-effective
   amendment any of the securities being registered which remain unsold at
   the termination of the offering.

        (4)  That, for purposes of determining any liability under the
   Securities Act, each filing of the registrant's annual report pursuant to
   Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
   reference in the registration statement shall be deemed to be a new
   registration statement relating to the securities offered therein, and the
   offering of such securities at that time shall be deemed to be the initial
   bona fide offering thereof.

        Insofar as indemnification for liabilities arising under the
   Securities Act may be permitted to directors, officers and controlling
   persons of the registrant pursuant to the Articles of Incorporation or
   Bylaws of the registrant or otherwise, the registrant has been advised
   that in the opinion of the Securities and Exchange Commission such
   indemnification is against public policy as expressed in the Securities
   Act and is, therefore, unenforceable.  In the event that a claim for
   indemnification against such liabilities (other than the payment by the
   registrant of expenses incurred or paid by the director, officer or
   controlling person of the registrant in the successful defense of any
   action, suit or proceeding) is asserted by such director, officer or
   controlling person in connection with the securities being registered, the
   registrant will, unless in the opinion of its counsel the matter has been
   settled by controlling precedent, submit to a court of appropriate
   jurisdiction the question whether such indemnification by it is against
   public policy as expressed in the Securities Act and will be governed by
   the final adjudication of such issue.
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
   registrant certifies that it has reasonable grounds to believe that it
   meets all of the requirements for filing on Form S-8 and has duly caused
   this registration statement to be signed on its behalf by the undersigned,
   thereunto duly authorized, in the City of Jacksonville, State of Florida,
   on May 12, 1997.

                                 STEIN MART, INC.

                                 By  /s/ Jay Stein                           
                                    Jay Stein, Chairman of the Board

                            SPECIAL POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
   appears on the Signature Page to this registration statement constitutes
   and appoints John H. Williams, Jr., James G. Delfs and Clayton E.
   Robertson, Jr., and each or any of them, his or her true and lawful
   attorneys-in-fact and agents, with full power of substitution and
   resubstitution, for him or her and in his or her name, place and stead, in
   any and all capacities to sign any and all amendments (including post-
   effective amendments to this registration statement and any and all
   registration statements filed pursuant to Rule 462(b) under the Securities
   Act of 1933), and to file the same, with all exhibits and other documents
   in connection therewith, with the Securities and Exchange Commission, and
   grants unto said attorneys-in-fact and agents, full power and authority to
   do and perform each and every act and thing requisite and necessary to be
   done in and about the premises, as fully to all intents and purposes as he
   or she might or could do in person, hereby ratifying and confirming all
   that said attorneys-in-fact and agents or his or her substitute or
   substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
   registration statement has been signed by the following persons in the
   capacities and on the dates indicated.

   Date:  May 12, 1997        /s/ Jay Stein                                  
                            Jay Stein, Chairman of the Board and Chief
                            Executive Officer (Principal Executive Officer)

   Date:  May 12, 1997        /s/ John H. Williams, Jr.                      
                            John H. Williams, Jr., President, Chief Operating
                            Officer and Director

   Date:  May 12, 1997        /s/ James G. Delfs                             
                            James G. Delfs, Senior Vice President, Finance
                            and Principal Financial Officer

   Date:  May 12, 1997        /s/ Clayton E. Roberson, Jr.                   
                            Clayton E. Roberson, Jr., Controller

   Date:  May 12, 1997        /s/ Mason Allen                                
                            Mason Allen, Director

   Date:  May 12, 1997        /s/ Pete Carpenter                             
                            Pete Carpenter, Director

   Date:  May 12, 1997        /s/ Albert Ernest, Jr.                         
                            Albert Ernest, Jr., Director

   Date:  May 12, 1997        /s/ Mitchell W. Legler                         
                            Mitchell W. Legler, Director

   Date:  May 12, 1997        /s/ Michael D. Rose                            
                            Michael D. Rose, Director

   Date:  May 12, 1997       /s/ James H. Winston                            
                            James H. Winston, Director
EXHIBIT INDEX

                                                                   Sequential
                                                                    Page No. 

       4.     Stein Mart, Inc. Employee Stock Purchase Plan (to
              be filed as an Amendment)

       5.     Opinion of Foley & Lardner as to the legality of
              the securities to be issued

     23A.     Consent of Foley & Lardner (included in Opinion
              filed as Exhibit 5)

     23B.     Consent of Price Waterhouse

      24.     Power of Attorney (included on signature page of
              this Registration Statement)