As filed with the Securities and Exchange Commission on ________, 2000.
                             File No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                        --------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
--------------------------------------------------------------------------------

                             PSS WORLD MEDICAL, INC.
               (Exact Name of Issuer as Specified in its Charter)


             Florida                                                59-2280364
(State or Other Jurisdiction of                                 (I.R.S. Employer
Incorporation or Organization)                                    Identification
Number)

             4345 Southpoint Boulevard, Jacksonville, Florida 32216
         (Address, including zip code, and telephone number of Principal
                               Executive Offices)

              PSS WORLD MEDICAL, INC. 1999 Long-Term Incentive Plan
          PSS WORLD MEDICAL, INC. 1999 BROad-Based Employee Stock Plan
                 PSS WORLD MEDICAL, INC. Leader's Deferral Plan
           PSS World Medical, Inc. Officer Deferred Compensation Plan
             Options granted to Certain Employees outside of a Plan
                            (Full Title of the Plans)

                                 David A. Smith
                                    President
                             PSS WORLD MEDICAL, INC.
                            4345 Southpoint Boulevard
                           Jacksonville, Florida 32216
                                 (904) 332-3000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                             -----------------------
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================
------------------------------------- ----------------------- ------------------------- -------------------------- -----------------
                <S>                             <C>                     <C>                        <C>                      <C>
                                                                      Proposed                  Proposed
        Title of Securities                 Amount to                 Maximum                    Maximum               Amount of
          to be Registered                be Registered            Offering Price               Aggregate          Registration Fee
                                                                      Per Unit               Offering Price
------------------------------------- ----------------------- ------------------------- -------------------------- -----------------
------------------------------------- ----------------------- ------------------------- -------------------------- -----------------

Common Stock, par value $0.01 (1)           $2,270,000                  $2.938               $6,669,260 (2)            $1,761

------------------------------------- ----------------------- ------------------------- -------------------------- -----------------
------------------------------------- ----------------------- ------------------------- -------------------------- -----------------

Common Stock, par value $0.01 (3)           $1,450,000                  $2.938               $4,260,100 (2)            $1,125

------------------------------------- ----------------------- ------------------------- -------------------------- -----------------
------------------------------------- ----------------------- ------------------------- -------------------------- -----------------

Common Stock, par value $0.01 (4)           $  207,368                 $13.00                $2,695,784 (5)              $712

------------------------------------- ----------------------- ------------------------- -------------------------- -----------------
------------------------------------- ----------------------- ------------------------- -------------------------- -----------------

Deferred Compensation Obligations           $5,000,000                   n/a                 $5,000,000                $1,320
(6)
------------------------------------- ----------------------- ------------------------- -------------------------- -----------------
</TABLE>
<PAGE>

       (1)   Includes  2,270,000  shares  issuable upon the grant or exercise of
             awards under the PSS World Medical,  Inc. 1999 Long-Term  Incentive
             Plan,  including  shares that may be issued in accordance  with the
             automatic adjustment provisions of such plan.
       (2)   Estimated  solely for the purpose of determining  the  registration
             fee pursuant to Rule 457(h),  as  determined  by the average of the
             high  and low  prices  quoted  on the  Nasdaq  National  Market  as
             reported in the Wall Street Journal on November 21, 2000, which was
             $2.938 per share.
       (3)   Includes 1,450,000  shares  issuable  upon the grant or exercise of
             awards under the PSS World Medical,  Inc. 1999 Broad-Based Employee
             Stock Plan,  including shares that may be issued in accordance with
             the automatic adjustment provisions of such plan.
       (4)   Includes 207,368 shares issuable upon the exercise of stock options
             granted to certain employees outside of any plan,  including shares
             that may be  issued in  accordance  with the  automatic  adjustment
             provisions of such stock option agreements.
       (5)   Estimated  solely for the purpose of determining  the  registration
             fee pursuant to Rule 457(h),  as determined by the weighted average
             exercise price per share of such options.
       (6)   The Deferred Compensation Obligations are unsecured obligations of
             PSS World Medical, Inc. to pay deferred compensation in the future
             in accordance with the terms of the PSS World Medical, Inc.
             Leader's Deferral Plan and the PSS World Medical, Inc. Officer
             Deferred Compensation Plan.


<PAGE>




PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The  following  documents  are  incorporated  by  reference  into  this
Registration  Statement  and are deemed to be a part hereof from the date of the
filing of such documents:

         (1)      The Annual Report of PSS World Medical,  Inc. (the  "Company")
on Form 10-K for the fiscal year ended March 31, 2000, as amended on Form 10-K/A
filed on July 31, 2000.

         (2)      The Quarterly Report of the Company on Form 10-Q for the
fiscal quarter ended June 30, 2000.

         (3)      The Quarterly Report of the Company on Form 10-Q for the
fiscal quarter ended September 30, 2000.

         (4) The  Current  Reports of the  Company  on Form 8-K or Form  8-K/A,
dated May 31, June 9, June 27, September 5, and October 10, 2000.

         (5) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the  Exchange  Act since  March 31,  2000,  as such  reports  have been
modified by amendments.

         (6)  The  description  of  Common  Stock  contained  in  the  Company's
Registration Statement filed under Section 12 of the Exchange Act, including all
amendments or reports filed for the purpose of updating such description.

         (7) All other documents  subsequently  filed by the Company pursuant to
Section 13(a),  13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective  amendment to this Registration Statement that indicates that all
securities offered have been sold or that deregisters all securities that remain
unsold.


ITEM 4.  DESCRIPTION OF SECURITIES.

         Common  Stock.  The  description  of Common  Stock is  contained in the
Company's  Registration  Statement  filed under  Section 12 of the Exchange Act,
including  all  amendments  or reports  filed for the purpose of  updating  such
description, and such description is incorporated herein by reference.

         Deferred Compensation Obligations. Under the Leader's Deferral Plan and
the Officer Deferred  Compensation  Plan, the Company will provide  participants
the opportunity to enter into agreements for the deferral of  compensation.  The
obligations of the Company under such  agreements  (the  "Obligations")  will be
unsecured general obligations of the Company to pay the deferred compensation in
the future in accordance with the terms of such plans,  and will rank pari passu
with other unsecured and unsubordinated indebtedness of the Company from time to
time outstanding.


                                      II-1
<PAGE>

         The amount of compensation to be deferred by each  participant  will be
determined  in  accordance  with the  applicable  plan based on elections by the
participant.  Each  Obligation  will be  payable at a the  participant's  death,
disability or other  termination  of  employment.  The amounts  deferred will be
credited with interest based on a rate to be determined annually by the Board of
Directors  of the  Company,  but  which  will not be less than the  90-day  U.S.
Treasury Bill rate in effect on the first day of the applicable plan year.

         The  Company  reserves  the right to amend or  terminate  the  Leader's
Deferral Plan or the Officer Deferred Compensation Plan at any time, except that
no  such  amendment  or  termination  shall  adversely  affect  the  right  of a
participant to the balance of his or her deferred account as of the date of such
amendment or  termination.  The  Obligations  are not  convertible  into another
security of the Company. The Obligations will not have the benefit of a negative
pledge or any other affirmative or negative covenant on the part of the Company.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Amended and Restated Articles of Incorporation, as amended, and the
Amended  and  Restated  Bylaws of the  Company set forth the extent to which the
Company's directors and officers may be indemnified against liabilities they may
incur while serving in such capacities. Such indemnification will be provided to
the fullest extent allowed by the Florida  Business  Corporation Act, as amended
from  time to time,  and  judicial  or  administrative  decisions.  Under  these
indemnification  provisions,  the Company is required  to  indemnify  any of its
directors and officers  against any reasonable  expenses  (including  attorneys'
fees) incurred by him in the defense of any action, suit or proceeding,  whether
civil, criminal,  administrative or investigative, to which he was made a party,
or in defense of any claim, issue or matter therein,  by reason of the fact that
he is or was a director  or officer of the  Company or who,  while a director or
officer  of  the  Company,  is or was  serving  at the  Company's  request  as a
director,  officer,  partner, trustee, employee or agent of another corporation,
partnership,  joint venture, trust, employee benefit plan or other enterprise to
the extent that such director or officer has been  successful,  on the merits or
otherwise,  in such defense. The Company also may indemnify any of its directors
or officers  against any liability  incurred in connection  with any threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
Company,  in  which  event,  additional   determinations  must  be  made  before
indemnification  is provided) by reason of the fact that he is or was a director
or officer of the Company who, while a director or officer of the Company, is or
was serving at the Company's request as a director,  officer,  partner, trustee,
employee or agent of another  corporation,  partnership,  joint venture,  trust,
employee benefit plan or other enterprise,  if such director or officer acted in
good faith and in a manner he  believed  to be in, or not  opposed  to, the best
interests of the Company,  and with respect to any criminal  proceeding,  had no
reasonable  cause to believe  his  conduct  was  unlawful.  The Company may also
provide  advancement of expenses  incurred by a director or officer in defending
any such action,  suit or proceeding  upon receipt of a written  affirmation  of
such  officer or director  that he has met certain  standards  of conduct and an


                                      II-2
<PAGE>

understanding by or on behalf of such officer or director to repay such advances
unless it is ultimately determined that he is entitled to indemnification by the
Company.  Notwithstanding the foregoing,  the Amended and Restated Bylaws of the
Company  provide that the Company  shall not be required to indemnify any of its
directors or officers in connection  with a proceeding  initiated by such person
unless such  authorization  for such  proceeding  was not denied by the Board of
Directors  of the  Company  prior to sixty  (60) days  after  receipt  of notice
thereof from such person  stating his or her intent to initiate such  proceeding
and only  upon such  terms and  conditions  as the Board of  Directors  may deem
appropriate.

         The Florida Business  Corporation Act contains a provision which limits
the personal  liability  for monetary  damages to the  corporation  or any other
person for any statement, vote, decision, or failure to act, regarding corporate
management or policy,  by a director,  unless the director breached or failed to
perform his duties as a director and such breach  constitutes (i) a violation of
criminal law,  unless the director has  reasonable  cause to believe his conduct
was unlawful;  (ii) a transaction  from which the director  received an improper
personal benefit;  (iii) an unlawful  distribution  under Florida law, (iv) in a
proceeding  by or in the right of a  corporation  to procure a  judgment  in its
favor or by or in the right of a shareholder,  conscious  disregard for the best
interest of the corporation, or willful misconduct; or (v) in a proceeding by or
in  the  right  of  someone  other  that  the   corporation  or  a  shareholder,
recklessness  or an act or  omission  which was  committed  in bad faith or with
malicious purpose or in a manner exhibiting wanton or willful disregard of human
rights,  safety or property.  The Company maintains an insurance policy insuring
the  Company  and  directors  and  officers  of  the  Company   against  certain
liabilities, including liabilities under the Securities Act of 1933.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.  Not Applicable.

ITEM 8.  EXHIBITS

         The exhibits  included as part of this  Registration  Statement  are as
follows:


         Exhibit Number                     Description

              4.1        Amended and Restated Articles of Incorporation, as
                         amended, of the Company (incorporated by reference from
                         the Company's Current Reports on Form 8-K filed April
                         8, 1998 and April 22, 1998).

              4.2        Amended and Restated Bylaws of the Company
                         (incorporated by reference from Company's Registration
                         Statement on Form S-1, Registration No. 33-76580)

               5         Opinion of Counsel

                                   II-3
<PAGE>

              23.1       Consent of Counsel (included in Exhibit 5)

              23.2       Consent of Arthur Andersen LLP

               24        Power of Attorney (contained in Part II hereof)

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i)  To include any prospectus required by Section
         10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
         arising after the effective date of this Registration Statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate,  represent a fundamental  change in the  information set
         forth in this Registration Statement;

                           (iii)To include any material information with respect
         to the plan of  distribution  not previously  disclosed in this
         Registration  Statement or any material  change to such  information in
         this Registration Statement;

         Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) above do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
registrant  pursuant to Section 13 or Section 15(d) of the  Securities  Exchange
Act of 1934 that are incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new  registration  statement  relating to the  securities  being offered
therein,  and the offering of such securities at that 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.

                                      II-4
<PAGE>

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant pursuant to the registrant's Articles of Incorporation
or Bylaws, 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 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 a 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 Act and
will be governed by the final adjudication of such issue.










                         (signatures on following page)



                                      II-5
<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 November 22, 2000.


                                         PSS WORLD MEDICAL, INC.
                                               (Registrant)

                                          /s/ David A. Smith
                                         --------------------------------
                                         David A. Smith
                                         President and Chief Financial Officer

         KNOW BY ALL MEN BY THESE  PRESENT  that  each  person  whose  signature
appears  below  constitutes  and  appoints  David A.  Smith,  as true and lawful
attorney-in-fact,  with  full  power of  substitution,  for him and in his name,
place and  stead,  in any and all  capacities,  to sign any  amendments  to this
Registration Statement and to file the same, with all exhibits thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all  that  said  attorney-in-fact,   or  his
substitute  or  substitutes,  may  lawfully  do or  cause  to be done by  virtue
thereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated as of this 22nd day of November, 2000.

        Signature                   Capacity                          Date


/s/ David A. Smith
----------------------------        President, Chief Financial
David A. Smith                      Officer and Director       November 22, 2000
                                    (Principal Financial
                                    and Accounting Officer)


 /s/ Hugh M. Brown                  Director                   November 22, 2000
----------------------------
Hugh M. Brown


                                    Director                   November 22, 2000
----------------------------
T. O'Neal Douglas




                                      II-6
<PAGE>

 /s/ Melvin L. Hecktman             Director                   November 22, 2000
----------------------------
Melvin L. Hecktman


 /s/ Clark A. Johnson               Director                   November 22, 2000
----------------------------
Clark A. Johnson


 /s/ Delores P. Kesler              Director                   November 22, 2000
----------------------------
Delores P. Kesler


                                    Director                   November 22, 2000
----------------------------
Charles R. Scott


                                    Director                   November 22, 2000
----------------------------
Donna C.E. Williamson




                                      II-7
<PAGE>



                                  EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8



 Exhibit Number                Description

       4.1          Amended and Restated Articles of Incorporation, as
                    amended, of the Company (incorporated by reference from
                    the Company's Current Reports on Form 8-K filed April
                    8, 1998 and April 22, 1998).

       4.2          Amended and Restated Bylaws of the Company
                    (incorporated by reference from Company's Registration
                    Statement on Form S-1, Registration No. 33-76580)

       5            Opinion of Counsel

      23.1          Consent of Counsel (included in Exhibit 5)

      23.2          Consent of Arthur Andersen LLP

       24           Power of Attorney (contained in Part II hereof)


<PAGE>











             Exhibit 5 Opinion of Counsel of PSS World Medical, Inc.



<PAGE>


                                 ALSTON&BIRD LLP
                               One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3424

                                  404-881-7000
                        Fax: 404-881-7777 Telex: 54-2996

                                November 22, 2000

PSS World Medical, Inc.
4345 Southpoint Boulevard
Jacksonville, Florida 32216

         Re:      PSS World Medical, Inc.
                  Form S-8 Registration Statement

Ladies and Gentlemen:


         We have  acted as  counsel  for PSS  World  Medical,  Inc.,  a  Florida
corporation  (the  "Company"),  in connection  with the referenced  Registration
Statement on Form S-8 (the "Registration  Statement") being filed by the Company
with the  Securities  and  Exchange  Commission  (the  "Commission")  under  the
Securities  Act of 1933, as amended,  and covering (a)  3,927,368  shares of the
Company's  common stock,  $0.01 par value ("Common  Stock"),  that may be issued
pursuant  to (i) the grant or  exercise  of  awards  under  the  Company's  1999
Long-Term  Incentive  Plan and  1999  Broad-Based  Employee  Stock  (the  "Stock
Plans"),  and (ii) the exercise of stock  options  granted to certain  employees
outside of any plan (the "Options"), and (b) an indeterminate amount of deferred
compensation  obligations (the "Obligations") under the PSS World Medical,  Inc.
Leader's  Deferral  Plan  and the  PSS  World  Medical,  Inc.  Officer  Deferred
Compensation  Plan.  This Opinion Letter is rendered  pursuant to Item 8 of Form
S-8 and Item 601(b)(5) of Regulation S-K.

         We have examined the Articles of Incorporation  of the Corporation,  as
amended,  the Bylaws of the Corporation,  as amended,  records of proceedings of
the Board of  Directors of the  Corporation  deemed by us to be relevant to this
opinion letter, the Registration Statement and other documents and agreements we
deemed  necessary  for purposes of expressing  the opinion set forth herein.  We
also have made such further legal and factual examinations and investigations as
we deemed necessary for purposes of expressing the opinion set forth herein.

         As to certain factual matters relevant to this opinion letter,  we have
relied upon  certificates  and  statements  of officers of the  Corporation  and
certificates  of public  officials.  Except to the  extent  expressly  set forth
herein,  we have made no independent  investigations  with regard thereto,  and,

<PAGE>

accordingly,  we do not express  any opinion as to matters  that might have been
disclosed by independent verification.

         This opinion letter is provided to the  Corporation  and the Commission
for their use solely in connection  with the  transactions  contemplated  by the
Registration  Statement  and may not be used,  circulated,  quoted or  otherwise
relied  upon by any other  person or for any other  purpose  without our express
written  consent.  The only opinion rendered by us consists of those matters set
forth in the sixth paragraph  hereof,  and no opinion may be implied or inferred
beyond those expressly stated.

         Our  opinion  set forth  below is  limited  to the laws of the State of
Georgia, and we do not express any opinion herein concerning any other laws.

         Based on the foregoing, it is our opinion that:

                  (a) the  3,927,368  shares  of  Common  Stock  covered  by the
         Registration Statement and to be issued pursuant to the Stock Plans and
         the Options, when issued in accordance with the terms and conditions of
         the Stock Plans or the Options, as the case may be, will be legally and
         validly issued, fully paid and nonassessable; and

                  (b) the Obligations,  when issued in accordance with the terms
         and  conditions of the Leader's  Deferral Plan or the Officer  Deferred
         Compensation  Plan,  as the case may be,  will be legally  and  validly
         issued and  represent  the  binding  obligation  of the Company to make
         payment  to the  holders  thereof  in  accordance  with the  terms  and
         conditions of such plan.

         We consent to the  filing of this  opinion  letter as an exhibit to the
Registration  Statement  and to the use of our name  wherever  appearing  in the
Registration  Statement. In giving such consent, we do not thereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the Securities Act or the rules and regulations of the Commission thereunder.

                                       Sincerely,

                                       ALSTON & BIRD LLP


                                       By:   /s/ Laura G. Thatcher
                                            ------------------------------
                                            Laura G. Thatcher, Partner




<PAGE>












                   Exhibit 23.2 Consent of Arthur Andersen LLP




<PAGE>







               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


As  independent   certified  public  accountants,   we  hereby  consent  to  the
incorporation  by reference in this  registration  statement of our report dated
June 21, 2000 included in PSS World Medical, Inc.'s Form 10-K for the year ended
March 31, 2000, as amended on the Company's Form 10-K/A dated July 31, 2000.


/s/ Arthur Andersen LLP
-------------------------

Jacksonville, Florida
November 17, 2000
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8 PSS WORLD MEDICAL, INC.", "secsgml_size_bytes": 29993}]
{"company-data": {"conformed-name": "PSS WORLD MEDICAL INC", "cik": "0000920527", "assigned-sic": "5047", "irs-number": "592280364", "state-of-incorporation": "FL", "fiscal-year-end": "0329"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-50526", "film-number": "775744"}, "business-address": {"street1": "4345 SOUTHPOINT BLVD", "street2": "STE 250", "city": "JACKSONVILLE", "state": "FL", "zip": "32216", "phone": "9043323000"}, "mail-address": {"street1": "4345 SOUTHPOINT BLVD", "street2": "STE 250", "city": "JACKSONVILLE", "state": "FL", "zip": "32216"}, "former-company": {"former-conformed-name": "PHYSICIAN SALES & SERVICE INC /FL/", "date-changed": "19940318"}}
As filed with the Securities and Exchange Commission on ________, 2000.
                             File No. 333-__________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                        --------------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
--------------------------------------------------------------------------------

                             PSS WORLD MEDICAL, INC.
               (Exact Name of Issuer as Specified in its Charter)

             Florida                                                59-2280364
(State or Other Jurisdiction of                                 (I.R.S. Employer
Incorporation or Organization)                                    Identification
Number)

             4345 Southpoint Boulevard, Jacksonville, Florida 32216
         (Address, including zip code, and telephone number of Principal
                               Executive Offices)

              PSS WORLD MEDICAL, INC. 1999 Long-Term Incentive Plan
          PSS WORLD MEDICAL, INC. 1999 BROad-Based Employee Stock Plan
                 PSS WORLD MEDICAL, INC. Leader's Deferral Plan
           PSS World Medical, Inc. Officer Deferred Compensation Plan
             Options granted to Certain Employees outside of a Plan
                            (Full Title of the Plans)

                                 David A. Smith
                                    President
                             PSS WORLD MEDICAL, INC.
                            4345 Southpoint Boulevard
                           Jacksonville, Florida 32216
                                 (904) 332-3000
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                             -----------------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
------------------------------------- ----------------------- ------------------------- -------------------------- -----------------
Proposed                  Proposed
        Title of Securities                 Amount to                 Maximum                    Maximum               Amount of
          to be Registered                be Registered            Offering Price               Aggregate          Registration Fee
                                                                      Per Unit               Offering Price
------------------------------------- ----------------------- ------------------------- -------------------------- -----------------
------------------------------------- ----------------------- ------------------------- -------------------------- -----------------

Common Stock, par value $0.01 (1)           $2,270,000                  $2.938               $6,669,260 (2)            $1,761

------------------------------------- ----------------------- ------------------------- -------------------------- -----------------
------------------------------------- ----------------------- ------------------------- -------------------------- -----------------

Common Stock, par value $0.01 (3)           $1,450,000                  $2.938               $4,260,100 (2)            $1,125

------------------------------------- ----------------------- ------------------------- -------------------------- -----------------
------------------------------------- ----------------------- ------------------------- -------------------------- -----------------

Common Stock, par value $0.01 (4)           $  207,368                 $13.00                $2,695,784 (5)              $712

------------------------------------- ----------------------- ------------------------- -------------------------- -----------------
------------------------------------- ----------------------- ------------------------- -------------------------- -----------------

Deferred Compensation Obligations           $5,000,000                   n/a                 $5,000,000                $1,320
(6)
------------------------------------- ----------------------- ------------------------- -------------------------- -----------------
(1)   Includes  2,270,000  shares  issuable upon the grant or exercise of
             awards under the PSS World Medical,  Inc. 1999 Long-Term  Incentive
             Plan,  including  shares that may be issued in accordance  with the
             automatic adjustment provisions of such plan.
       (2)   Estimated  solely for the purpose of determining  the  registration
             fee pursuant to Rule 457(h),  as  determined  by the average of the
             high  and low  prices  quoted  on the  Nasdaq  National  Market  as
             reported in the Wall Street Journal on November 21, 2000, which was
             $2.938 per share.
       (3)   Includes 1,450,000  shares  issuable  upon the grant or exercise of
             awards under the PSS World Medical,  Inc. 1999 Broad-Based Employee
             Stock Plan,  including shares that may be issued in accordance with
             the automatic adjustment provisions of such plan.
       (4)   Includes 207,368 shares issuable upon the exercise of stock options
             granted to certain employees outside of any plan,  including shares
             that may be  issued in  accordance  with the  automatic  adjustment
             provisions of such stock option agreements.
       (5)   Estimated  solely for the purpose of determining  the  registration
             fee pursuant to Rule 457(h),  as determined by the weighted average
             exercise price per share of such options.
       (6)   The Deferred Compensation Obligations are unsecured obligations of
             PSS World Medical, Inc. to pay deferred compensation in the future
             in accordance with the terms of the PSS World Medical, Inc.
             Leader's Deferral Plan and the PSS World Medical, Inc. Officer
             Deferred Compensation Plan.
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The  following  documents  are  incorporated  by  reference  into  this
Registration  Statement  and are deemed to be a part hereof from the date of the
filing of such documents:

         (1)      The Annual Report of PSS World Medical,  Inc. (the  "Company")
on Form 10-K for the fiscal year ended March 31, 2000, as amended on Form 10-K/A
filed on July 31, 2000.

         (2)      The Quarterly Report of the Company on Form 10-Q for the
fiscal quarter ended June 30, 2000.

         (3)      The Quarterly Report of the Company on Form 10-Q for the
fiscal quarter ended September 30, 2000.

         (4) The  Current  Reports of the  Company  on Form 8-K or Form  8-K/A,
dated May 31, June 9, June 27, September 5, and October 10, 2000.

         (5) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the  Exchange  Act since  March 31,  2000,  as such  reports  have been
modified by amendments.

         (6)  The  description  of  Common  Stock  contained  in  the  Company's
Registration Statement filed under Section 12 of the Exchange Act, including all
amendments or reports filed for the purpose of updating such description.

         (7) All other documents  subsequently  filed by the Company pursuant to
Section 13(a),  13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective  amendment to this Registration Statement that indicates that all
securities offered have been sold or that deregisters all securities that remain
unsold.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Common  Stock.  The  description  of Common  Stock is  contained in the
Company's  Registration  Statement  filed under  Section 12 of the Exchange Act,
including  all  amendments  or reports  filed for the purpose of  updating  such
description, and such description is incorporated herein by reference.

         Deferred Compensation Obligations. Under the Leader's Deferral Plan and
the Officer Deferred  Compensation  Plan, the Company will provide  participants
the opportunity to enter into agreements for the deferral of  compensation.  The
obligations of the Company under such  agreements  (the  "Obligations")  will be
unsecured general obligations of the Company to pay the deferred compensation in
the future in accordance with the terms of such plans,  and will rank pari passu
with other unsecured and unsubordinated indebtedness of the Company from time to
time outstanding.

                                      II-1
The amount of compensation to be deferred by each  participant  will be
determined  in  accordance  with the  applicable  plan based on elections by the
participant.  Each  Obligation  will be  payable at a the  participant's  death,
disability or other  termination  of  employment.  The amounts  deferred will be
credited with interest based on a rate to be determined annually by the Board of
Directors  of the  Company,  but  which  will not be less than the  90-day  U.S.
Treasury Bill rate in effect on the first day of the applicable plan year.

         The  Company  reserves  the right to amend or  terminate  the  Leader's
Deferral Plan or the Officer Deferred Compensation Plan at any time, except that
no  such  amendment  or  termination  shall  adversely  affect  the  right  of a
participant to the balance of his or her deferred account as of the date of such
amendment or  termination.  The  Obligations  are not  convertible  into another
security of the Company. The Obligations will not have the benefit of a negative
pledge or any other affirmative or negative covenant on the part of the Company.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Amended and Restated Articles of Incorporation, as amended, and the
Amended  and  Restated  Bylaws of the  Company set forth the extent to which the
Company's directors and officers may be indemnified against liabilities they may
incur while serving in such capacities. Such indemnification will be provided to
the fullest extent allowed by the Florida  Business  Corporation Act, as amended
from  time to time,  and  judicial  or  administrative  decisions.  Under  these
indemnification  provisions,  the Company is required  to  indemnify  any of its
directors and officers  against any reasonable  expenses  (including  attorneys'
fees) incurred by him in the defense of any action, suit or proceeding,  whether
civil, criminal,  administrative or investigative, to which he was made a party,
or in defense of any claim, issue or matter therein,  by reason of the fact that
he is or was a director  or officer of the  Company or who,  while a director or
officer  of  the  Company,  is or was  serving  at the  Company's  request  as a
director,  officer,  partner, trustee, employee or agent of another corporation,
partnership,  joint venture, trust, employee benefit plan or other enterprise to
the extent that such director or officer has been  successful,  on the merits or
otherwise,  in such defense. The Company also may indemnify any of its directors
or officers  against any liability  incurred in connection  with any threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative  (other than an action by or in the right of the
Company,  in  which  event,  additional   determinations  must  be  made  before
indemnification  is provided) by reason of the fact that he is or was a director
or officer of the Company who, while a director or officer of the Company, is or
was serving at the Company's request as a director,  officer,  partner, trustee,
employee or agent of another  corporation,  partnership,  joint venture,  trust,
employee benefit plan or other enterprise,  if such director or officer acted in
good faith and in a manner he  believed  to be in, or not  opposed  to, the best
interests of the Company,  and with respect to any criminal  proceeding,  had no
reasonable  cause to believe  his  conduct  was  unlawful.  The Company may also
provide  advancement of expenses  incurred by a director or officer in defending
any such action,  suit or proceeding  upon receipt of a written  affirmation  of
such  officer or director  that he has met certain  standards  of conduct and an

                                      II-2
understanding by or on behalf of such officer or director to repay such advances
unless it is ultimately determined that he is entitled to indemnification by the
Company.  Notwithstanding the foregoing,  the Amended and Restated Bylaws of the
Company  provide that the Company  shall not be required to indemnify any of its
directors or officers in connection  with a proceeding  initiated by such person
unless such  authorization  for such  proceeding  was not denied by the Board of
Directors  of the  Company  prior to sixty  (60) days  after  receipt  of notice
thereof from such person  stating his or her intent to initiate such  proceeding
and only  upon such  terms and  conditions  as the Board of  Directors  may deem
appropriate.

         The Florida Business  Corporation Act contains a provision which limits
the personal  liability  for monetary  damages to the  corporation  or any other
person for any statement, vote, decision, or failure to act, regarding corporate
management or policy,  by a director,  unless the director breached or failed to
perform his duties as a director and such breach  constitutes (i) a violation of
criminal law,  unless the director has  reasonable  cause to believe his conduct
was unlawful;  (ii) a transaction  from which the director  received an improper
personal benefit;  (iii) an unlawful  distribution  under Florida law, (iv) in a
proceeding  by or in the right of a  corporation  to procure a  judgment  in its
favor or by or in the right of a shareholder,  conscious  disregard for the best
interest of the corporation, or willful misconduct; or (v) in a proceeding by or
in  the  right  of  someone  other  that  the   corporation  or  a  shareholder,
recklessness  or an act or  omission  which was  committed  in bad faith or with
malicious purpose or in a manner exhibiting wanton or willful disregard of human
rights,  safety or property.  The Company maintains an insurance policy insuring
the  Company  and  directors  and  officers  of  the  Company   against  certain
liabilities, including liabilities under the Securities Act of 1933.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.  Not Applicable.

ITEM 8.  EXHIBITS

         The exhibits  included as part of this  Registration  Statement  are as
follows:

         Exhibit Number                     Description

              4.1        Amended and Restated Articles of Incorporation, as
                         amended, of the Company (incorporated by reference from
                         the Company's Current Reports on Form 8-K filed April
                         8, 1998 and April 22, 1998).

              4.2        Amended and Restated Bylaws of the Company
                         (incorporated by reference from Company's Registration
                         Statement on Form S-1, Registration No. 33-76580)

               5         Opinion of Counsel

                                   II-3
23.1       Consent of Counsel (included in Exhibit 5)

              23.2       Consent of Arthur Andersen LLP

               24        Power of Attorney (contained in Part II hereof)

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this Registration Statement:

                           (i)  To include any prospectus required by Section
         10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
         arising after the effective date of this Registration Statement (or the
         most recent post-effective amendment thereof) which, individually or in
         the aggregate,  represent a fundamental  change in the  information set
         forth in this Registration Statement;

                           (iii)To include any material information with respect
         to the plan of  distribution  not previously  disclosed in this
         Registration  Statement or any material  change to such  information in
         this Registration Statement;

         Provided,  however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) above do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
registrant  pursuant to Section 13 or Section 15(d) of the  Securities  Exchange
Act of 1934 that are incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new  registration  statement  relating to the  securities  being offered
therein,  and the offering of such securities at that 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.

                                      II-4
(b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
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.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant pursuant to the registrant's Articles of Incorporation
or Bylaws, 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 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 a 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 Act and
will be governed by the final adjudication of such issue.

                         (signatures on following page)

                                      II-5
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 November 22, 2000.

                                         PSS WORLD MEDICAL, INC.
                                               (Registrant)

                                          /s/ David A. Smith
                                         --------------------------------
                                         David A. Smith
                                         President and Chief Financial Officer

         KNOW BY ALL MEN BY THESE  PRESENT  that  each  person  whose  signature
appears  below  constitutes  and  appoints  David A.  Smith,  as true and lawful
attorney-in-fact,  with  full  power of  substitution,  for him and in his name,
place and  stead,  in any and all  capacities,  to sign any  amendments  to this
Registration Statement and to file the same, with all exhibits thereto and other
documents in connection therewith,  with the Securities and Exchange Commission,
hereby  ratifying  and  confirming  all  that  said  attorney-in-fact,   or  his
substitute  or  substitutes,  may  lawfully  do or  cause  to be done by  virtue
thereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated as of this 22nd day of November, 2000.

        Signature                   Capacity                          Date

/s/ David A. Smith
----------------------------        President, Chief Financial
David A. Smith                      Officer and Director       November 22, 2000
                                    (Principal Financial
                                    and Accounting Officer)

 /s/ Hugh M. Brown                  Director                   November 22, 2000
----------------------------
Hugh M. Brown

                                    Director                   November 22, 2000
----------------------------
T. O'Neal Douglas

                                      II-6
/s/ Melvin L. Hecktman             Director                   November 22, 2000
----------------------------
Melvin L. Hecktman

 /s/ Clark A. Johnson               Director                   November 22, 2000
----------------------------
Clark A. Johnson

 /s/ Delores P. Kesler              Director                   November 22, 2000
----------------------------
Delores P. Kesler

                                    Director                   November 22, 2000
----------------------------
Charles R. Scott

                                    Director                   November 22, 2000
----------------------------
Donna C.E. Williamson

                                      II-7
EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8

 Exhibit Number                Description

       4.1          Amended and Restated Articles of Incorporation, as
                    amended, of the Company (incorporated by reference from
                    the Company's Current Reports on Form 8-K filed April
                    8, 1998 and April 22, 1998).

       4.2          Amended and Restated Bylaws of the Company
                    (incorporated by reference from Company's Registration
                    Statement on Form S-1, Registration No. 33-76580)

       5            Opinion of Counsel

      23.1          Consent of Counsel (included in Exhibit 5)

      23.2          Consent of Arthur Andersen LLP

       24           Power of Attorney (contained in Part II hereof)
Exhibit 5 Opinion of Counsel of PSS World Medical, Inc.
ALSTON&BIRD LLP
                               One Atlantic Center
                           1201 West Peachtree Street
                           Atlanta, Georgia 30309-3424

                                  404-881-7000
                        Fax: 404-881-7777 Telex: 54-2996

                                November 22, 2000

PSS World Medical, Inc.
4345 Southpoint Boulevard
Jacksonville, Florida 32216

         Re:      PSS World Medical, Inc.
                  Form S-8 Registration Statement

Ladies and Gentlemen:

         We have  acted as  counsel  for PSS  World  Medical,  Inc.,  a  Florida
corporation  (the  "Company"),  in connection  with the referenced  Registration
Statement on Form S-8 (the "Registration  Statement") being filed by the Company
with the  Securities  and  Exchange  Commission  (the  "Commission")  under  the
Securities  Act of 1933, as amended,  and covering (a)  3,927,368  shares of the
Company's  common stock,  $0.01 par value ("Common  Stock"),  that may be issued
pursuant  to (i) the grant or  exercise  of  awards  under  the  Company's  1999
Long-Term  Incentive  Plan and  1999  Broad-Based  Employee  Stock  (the  "Stock
Plans"),  and (ii) the exercise of stock  options  granted to certain  employees
outside of any plan (the "Options"), and (b) an indeterminate amount of deferred
compensation  obligations (the "Obligations") under the PSS World Medical,  Inc.
Leader's  Deferral  Plan  and the  PSS  World  Medical,  Inc.  Officer  Deferred
Compensation  Plan.  This Opinion Letter is rendered  pursuant to Item 8 of Form
S-8 and Item 601(b)(5) of Regulation S-K.

         We have examined the Articles of Incorporation  of the Corporation,  as
amended,  the Bylaws of the Corporation,  as amended,  records of proceedings of
the Board of  Directors of the  Corporation  deemed by us to be relevant to this
opinion letter, the Registration Statement and other documents and agreements we
deemed  necessary  for purposes of expressing  the opinion set forth herein.  We
also have made such further legal and factual examinations and investigations as
we deemed necessary for purposes of expressing the opinion set forth herein.

         As to certain factual matters relevant to this opinion letter,  we have
relied upon  certificates  and  statements  of officers of the  Corporation  and
certificates  of public  officials.  Except to the  extent  expressly  set forth
herein,  we have made no independent  investigations  with regard thereto,  and,
accordingly,  we do not express  any opinion as to matters  that might have been
disclosed by independent verification.

         This opinion letter is provided to the  Corporation  and the Commission
for their use solely in connection  with the  transactions  contemplated  by the
Registration  Statement  and may not be used,  circulated,  quoted or  otherwise
relied  upon by any other  person or for any other  purpose  without our express
written  consent.  The only opinion rendered by us consists of those matters set
forth in the sixth paragraph  hereof,  and no opinion may be implied or inferred
beyond those expressly stated.

         Our  opinion  set forth  below is  limited  to the laws of the State of
Georgia, and we do not express any opinion herein concerning any other laws.

         Based on the foregoing, it is our opinion that:

                  (a) the  3,927,368  shares  of  Common  Stock  covered  by the
         Registration Statement and to be issued pursuant to the Stock Plans and
         the Options, when issued in accordance with the terms and conditions of
         the Stock Plans or the Options, as the case may be, will be legally and
         validly issued, fully paid and nonassessable; and

                  (b) the Obligations,  when issued in accordance with the terms
         and  conditions of the Leader's  Deferral Plan or the Officer  Deferred
         Compensation  Plan,  as the case may be,  will be legally  and  validly
         issued and  represent  the  binding  obligation  of the Company to make
         payment  to the  holders  thereof  in  accordance  with the  terms  and
         conditions of such plan.

         We consent to the  filing of this  opinion  letter as an exhibit to the
Registration  Statement  and to the use of our name  wherever  appearing  in the
Registration  Statement. In giving such consent, we do not thereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the Securities Act or the rules and regulations of the Commission thereunder.

                                       Sincerely,

                                       ALSTON & BIRD LLP

                                       By:   /s/ Laura G. Thatcher
                                            ------------------------------
                                            Laura G. Thatcher, Partner
Exhibit 23.2 Consent of Arthur Andersen LLP
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

As  independent   certified  public  accountants,   we  hereby  consent  to  the
incorporation  by reference in this  registration  statement of our report dated
June 21, 2000 included in PSS World Medical, Inc.'s Form 10-K for the year ended
March 31, 2000, as amended on the Company's Form 10-K/A dated July 31, 2000.

/s/ Arthur Andersen LLP
-------------------------

Jacksonville, Florida
November 17, 2000