As filed with the Securities and Exchange Commission on April 4, 2001.
                             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. AMENDED AND RESTATED 1999 BROAD-BASED STOCK 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)            250,000                   $4.47                   $1,117,500                $280

------------------------------------- ----------------------- ------------------------- -------------------------- -----------------
</TABLE>

       (1)   Includes  250,000  additional  shares  issuable  upon the  grant or
             exercise of awards under the PSS World  Medical,  Inc.  Amended and
             Restated 1999 Broad-Based Stock 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 April 2,  2001,  which was
             $4.47 per share.



<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  Quarterly  Report of the  Company on Form 10-Q for the  fiscal  quarter
ended December 31, 2000.

(5) The Current Reports of the Company on Form 8-K or Form 8-K/A,  dated May 31,
June 9, June 27, September 5, 2000, October 10, 2000 and January 12, 2001.

(6) 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.

(7) 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.

(8) 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.

         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.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.



                                      II-1
<PAGE>

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
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


                                      II-2
<PAGE>

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

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)

 99     Amended and Restated 1999 Broad-Based Plan

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.

         (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-4
<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 ________, 2001.


                                           PSS WORLD MEDICAL, INC.
                                               (Registrant)


                                           -------------------------------------
                                           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 the dates indicated below.

Signature                      Capacity                               Date


/s/  David A. Smith         President, Chief Financial Officer
-------------------------   and Director
David A. Smith              (Principal Financial                   April 3, 2001
                            and Accounting Officer)



/s/ Hugh M. Brown           Director                               April 3, 2001
-------------------------
Hugh M. Brown


/s/ T. O'Neal Douglas       Director                               April 3, 2001
-------------------------
T. O'Neal Douglas


                                      II-5
<PAGE>

/s/ Melvin L. Hecktman      Director                           February 26, 2001
-------------------------
Melvin L. Hecktman


/s/ Clark A. Johnson        Director                               April 3, 2001
-------------------------
Clark A. Johnson


/s/ Delores P. Kesler       Director                           February 26, 2001
-------------------------
Delores P. Kesler


/s/ Charles R. Scott        Director                           February 24, 2001
-------------------------
Charles R. Scott


/s/ Donna C. E. Williamson  Director                               April 3, 2001
-------------------------
Donna C.E. Williamson



                                      II-6
<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)

      99           Amended and Restated 1999 Broad-Based Plan



<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

                                 April 2, 2001

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

         Re:      Registration Statement on Form S-8 for the:
                  PSS World Medical, Inc. Amended and Restated 1999
                  Broad-Based Stock Plan

Ladies and Gentlemen:

     We have acted as counsel to PSS World Medical,  Inc., a Florida corporation
(the  "Company"),   in  connection  with  the  filing  of  the  above-referenced
Registration  Statement (the  "Registration  Statement") with the Securities and
Exchange  Commission (the  "Commission") to register under the Securities Act of
1933, as amended (the  "Securities  Act"),  250,000 shares (the "Shares") of the
Company's Common Stock, par value $.01 per share, that may be issued pursuant to
the grant or exercise of awards under the  Company's  Amended and Restated  1999
Broad-Based Stock Plan (the "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 Company,  as amended,
the Bylaws of the Company,  as amended,  records of  proceedings of the Board of
Directors of the Company and its various  committees 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  Company  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 Company 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.


<PAGE>

     Our opinion set forth below is limited to the Florida Business  Corporation
Act, and we do not express any opinion herein concerning any other laws.

     Based on the foregoing, it is our opinion that the 250,000 shares of Common
Stock covered by the  Registration  Statement  and to be issued  pursuant to the
Plan,  when issued in accordance with the terms and conditions of the Plan, will
be legally and validly issued, fully paid and nonassessable.

     We  consent  to the  filing of this  opinion  letter as an  exhibit  to 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
                                       --------------------------------
                                        A Partner



<PAGE>












                   Exhibit 23.2 Consent of Arthur Andersen LLP




<PAGE>





                               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 and to all  references to our Firm included in this  registration
statement.


Arthur Andersen LLP


Jacksonville, Florida
April 2, 2001



<PAGE>


                              AMENDED AND RESTATED
                             PSS WORLD MEDICAL, INC.
                           1999 BROAD-BASED STOCK PLAN


                                   I. GENERAL

1.1 Purpose of the Plan

      The purpose of the Amended and Restated 1999  Broad-Based  Stock Plan (the
"Plan") of PSS World Medical,  Inc. (the  "Company") is to provide an incentive,
in the form of a proprietary  shareholder  interest in the Company, to employees
and  consultants  of the Company  and/or its  subsidiaries,  to  increase  their
interest  in  the  Company's  welfare,   and  to  assist  the  Company  and  its
subsidiaries in attracting and retaining  employees and  consultants  upon whose
judgment,  interest,  and special effort the successful conduct of the Company's
operation is largely dependent..

1.2 Administration of the Plan

      The Plan  shall  be  administered  by the  Compensation  Committee  or its
successor  (the  "Committee")  of the Board of  Directors  of the  Company  (the
"Board").

      The  Committee  shall  have full and final  authority  in its  discretion,
subject to the provisions of the Plan: (a) to determine  individuals to whom and
the time or times  at  which  options  or  stock  awards  shall be  granted  and
exercised  and the number of shares and  exercise  price,  if any, of the common
stock of the Company ("Common Stock") covered by each option or stock award; (b)
to determine the terms of the option or stock award  agreements,  which need not
be identical,  including,  without limitation,  terms covering vesting, exercise
dates, if any, and exercise prices,  if any; (c) to decide all questions of fact
arising in the  application of the Plan; and (d) to administer and interpret the
Plan in all respects.  All  determinations  made by the Committee shall be final
and conclusive.

      The  Committee  shall meet once each fiscal year,  and at such  additional
times as it may determine or as is requested by the chief  executive  officer of
the Company,  to designate the eligible employees or consultants,  if any, to be
granted  awards  under the Plan and the type and  amount of such  awards and the
time when awards will be granted.  All awards granted under the Plan shall be on
the terms and subject to the conditions hereinafter provided.


1.3 Eligible Participants

      Employees or  consultants  of the Company and the  Company's  subsidiaries
shall be  eligible  to  participate  in the Plan  (any  employee  or  consultant


<PAGE>

receiving an award under this Plan hereinafter  referred to as a "Participant").
The terms "subsidiary" or "subsidiaries" shall mean any corporation now existing
or hereafter organized or acquired (other than the Company) in an unbroken chain
of  corporations  beginning  with the Company,  if, at the time of option grant,
each of the corporations (including the Company) other than the last corporation
in the unbroken  chain owns stock  possessing  80% or more of the total combined
voting  power of all classes of stock in one of the other  corporations  in such
chain.

1.4 Grants

      Grants under the Plan may be non-qualified  stock options (as described in
Article II) or stock awards (as described in Article III).

1.5 Other Compensation Programs

      The adoption of the Plan  contemplates  the  continuation  of any existing
incentive compensation plan(s) of the Company and in no way limits or is limited
by the operation, administration or amendment of any such plan(s). The existence
and terms of the Plan shall not limit the authority of the Board in compensating
employees  or  consultants  of the Company in such other forms and amounts as it
may determine from time to time.

1.6 Limitations on Grants

      The aggregate number of shares of Common Stock,  including shares reserved
for issuance pursuant to the exercise of options, which may be granted or issued
under the terms of the Plan, may not exceed 1,700,000  shares, of which not more
than 33% may be  granted as awards of  restricted  stock or  unrestricted  stock
awards,  and such shares  hereby are  reserved  for such  purpose.  Whenever any
outstanding  grant or portion  thereof  expires,  is canceled or forfeited or is
otherwise  terminated for any reason without having been  exercised,  the Common
Stock  allocable to the  expired,  forfeited,  canceled or otherwise  terminated
portion of the grant may again be the subject of further grants hereunder.

      Notwithstanding  the  foregoing,  during the period that any grants remain
outstanding  under the Plan, the Committee may make good faith  adjustments with
respect to the number of shares of Common Stock  attributable to such grants for
purposes of calculating  the maximum number of shares of Common Stock  available
for the granting of future grants under the Plan.


1.7 Definitions

      The following definitions shall apply to the Plan:

           (a)  "Disability"  shall have the meaning  provided in the  Company's
      applicable disability plan or, in the absence of such a definition, when a


                                       2
<PAGE>

      Participant  becomes  totally  disabled  (as  determined  by  a  physician
      mutually  acceptable to the Participant and the Company) before  attaining
      his or her 65th birthday and if such total  disability  continues for more
      than three  months.  Disability  does not include any  condition  which is
      intentionally self-inflicted or caused by illegal acts of the Participant.

           (b) "Fair  Market  Value" means the average of the high and low sales
      prices  of the  shares  of  Common  Stock  on such  date on the  principal
      national securities exchange or automated quotation system of a registered
      securities  association on which such shares of Common Stock are listed or
      admitted  to trading.  If the shares of Common  Stock on such date are not
      listed or admitted to  trading,  the Fair Market  Value shall be the value
      established by the Board in good faith.

           (c)  "Retirement"  relates only to an employee  participant and shall
      have the meaning provided in the Company's applicable  retirement plan or,
      in the absence of such a definition,  the first day of the month following
      the month in which the Participant attains his or her 65th birthday.

                                II. STOCK OPTIONS

2.1 Types of Options

      Options granted under the Plan shall,  at the time of grant,  provide that
they will not be treated as an  incentive  stock  option  within the  meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

2.2 Terms and Conditions of Options

      Subject to the following  provisions,  all options  granted under the Plan
shall be in such form and upon such terms and  conditions as the  Committee,  in
its  discretion,  may from  time to time  determine,  provided  such  terms  and
conditions are clearly designated at the time of grant.

2.3 Exercise Price

      The  exercise  price per share shall be at least the Fair Market  Value of
the Common Stock on the date such option is granted.

2.4 Term of Options

      Any option  granted under the Plan may be exercised no later than ten (10)
years from the date of grant or such shorter period of time as designated by the
Committee at the time of grant. Subject to Sections 2.8, 2.9 and 2.11 hereof and
the stock option  agreement  governing  the grant of the options under the Plan,
which may contemplate  vesting of exercise  rights,  options may be exercised in


                                       3
<PAGE>

whole or in one or more parts  throughout  such term.  All rights to exercise an
option shall expire at the end of the designated term.


2.5 Payment

      The Committee  shall  determine the methods by which the exercise price of
an option may be paid, the form of payment, including, without limitation, cash,
shares  of  Common  Stock,  or other  property  (including  "cashless  exercise"
arrangements),  and the  methods  by  which  shares  of  Common  Stock  shall be
delivered or deemed to be delivered to Participants;  provided, however, that if
shares of Common  Stock are used to pay the  exercise  price of an option,  such
shares  must have  been held by the  Participant  for at least six  months.  The
proceeds  from such payment  shall be added to the general  funds of the Company
and shall be used for general corporate purposes.

2.6 Vesting of Options

      Options shall be exercisable in whole or in part after  completion of such
periods of service or  achievement  of such  conditions as the  Committee  shall
specify when granting the options;  provided  however,  that in the absence of a
Committee  specification  to the contrary  and subject to Sections  2.8, 2.9 and
2.11, such option shall become fully exercisable five (5) years from the date of
grant.

2.7 Notice of Exercise

      When  exercisable  pursuant  to the terms of the  governing  stock  option
agreement,  options granted under the Plan shall be exercised by the Participant
(or by other  authorized  persons in  accordance  with Section 4.8) as to all or
part of the  shares  subject  to the  option  by  delivering  written  notice of
exercise to the Company at its principal business office or such other office as
the Company may from time to time direct, (a) specifying the number of shares to
be  purchased,  (b)  indicating  the method of payment of the exercise  price or
including a check payable to the Company in an amount equal to the full exercise
price of the number of shares being purchased,  (c) including a tax election, if
applicable,  in  accordance  with Section 4.7, and (d)  containing  such further
provisions  consistent  with the provisions of the Plan, as the Company may from
time to time prescribe.

2.8 Termination of Service

      Except as otherwise  provided in this Section 2.8, if a Participant ceases
being an employee or consultant of the Company or any subsidiary for any reason,
including,  without  limitation,  Retirement,  discharge,  layoff  or any  other
voluntary   or   involuntary   termination   of  a   Participant's   service  (a
"Termination"),  the unexercisable portion of the option granted hereunder shall
immediately  terminate and be null and void, and the unexercised  portion of any
outstanding and exercisable  options granted hereunder to such Participant shall



                                       4
<PAGE>

terminate  and be null and void for all  purposes,  after  three (3) months have
elapsed  from the date of the  Termination  unless a longer time is specified in
the  applicable  stock  option  agreement,  or unless  such time to  exercise is
extended by the Committee, in its sole discretion, within thirty (30) days after
the date of Termination.  Upon a Termination as a result of death or Disability,
any outstanding options may be exercised by the Participant or the Participant's
legal representative within twelve (12) months after such termination; provided,
however,  that in no event shall the period extend beyond the  expiration of the
option term.  Transfer of employment  among the Company and any  subsidiaries of
the Company shall not be deemed to be a Termination.

2.9 Limitation of Exercise Periods

      The  Committee  may limit the time  periods  within which an option may be
exercised  if a  limitation  on exercise is deemed  necessary in order to effect
compliance with applicable law.

2.10 Stock Option Agreement

      Each option  granted  under the Plan shall be evidenced  by an  individual
stock  option  agreement  which  shall  be  executed  by the  Company  and  each
Participant.  The  agreement  shall  contain  such  terms  and  provisions,  not
inconsistent  with  the  terms  of the  Plan,  as  shall  be  determined  by the
Committee,  including:  (a) the  number  of  shares a  Participant  may  acquire
pursuant  to the  option  granted  and the  exercise  price per  share;  (b) any
conditions  affecting the exercise of the option,  including without  limitation
conditions  for  accelerated  exercisability  thereof;  (c)  the  procedure  for
exercising the option granted;  (d) a clear  designation of whether the exercise
of the option granted thereby is subject to vesting;  and (e) such provisions as
the  Committee,  upon advice of counsel to the Company,  shall deem necessary or
appropriate  to comply with the  requirements  of applicable  laws. In the event
there shall be any  discrepancy or  inconsistency  between the terms of the Plan
and any term or provision  contained in a stock option  agreement,  the terms of
the Plan, as interpreted by the Committee, shall govern.

2.11 Change in Control

      Notwithstanding  anything  herein to the contrary,  if a Change in Control
(as defined in Section 4.12) has  occurred,  then any  outstanding  option shall
immediately become exercisable with respect to all shares subject to such option
on the date  such  Change  in  Control  occurred;  provided,  however  that such
acceleration  will not occur if, in the  opinion of the  Company's  accountants,
such  acceleration  would  preclude the use of "pooling of interest"  accounting
treatment for a Change in Control  transaction that (a) would otherwise  qualify
for such  accounting  treatment,  and (b) is contingent upon qualifying for such
accounting treatment.

                                       5
<PAGE>

                                III. STOCK AWARDS

3.1 Terms and Conditions of Restricted Stock Awards

      The  Committee  may grant  shares  of stock  subject  to the  restrictions
described  in  Section  3.2  ("Restricted   Stock")  under  a  restricted  stock
agreement,  without payment by the Participant for such Restricted  Stock.  Such
agreement  shall  specify the number of shares  granted and the  conditions  and
terms of the grant. Restricted Stock, with restrictions noted on the face of the
certificates,  shall  be  issued  in the  name of the  Participant  granted  the
Restricted  Stock and may be held in escrow by the Company or  deposited  with a
trust  administered by the Committee (and subject to the claims of the Company's
creditors) during the restriction period.

3.2 Restrictions

      Until the  restrictions  have lapsed in  accordance  with Section 3.3, the
shares of  Restricted  Stock  granted  hereunder  may not be sold,  transferred,
pledged,  assigned,  or otherwise  alienated or hypothecated.  The Committee may
impose such other  restrictions on any shares of restricted stock as required by
law including,  without  limitation,  restrictions  under applicable  federal or
state securities  laws, and may place legends on the  certificates  representing
such Restricted Stock to provide appropriate notice of such restrictions.

3.3 Period of Restriction

      Subject to Section  3.6, the  restrictions  set forth in Section 3.2 shall
lapse and such  shares  shall be freely  transferable  upon  completion  of such
periods of service or  achievement  of such  conditions as the  Committee  shall
specify in an individual  Restricted Stock Agreement between the Company and the
Participant when granting the shares of Restricted Stock.

3.4 Termination of Service

      If a  Participant's  employment  or service as a consultant  is terminated
prior to the lapsing of the  restrictions  in  accordance  with Section 3.3 as a
result  of  death,  Retirement  or  Disability,  restrictions  on the  shares of
Restricted Stock granted to the Participant  shall immediately lapse on the date
of such death,  Disability or  Retirement.  If any  Participant's  employment or
service as a consultant is terminated  prior to the lapsing of  restrictions  in
accordance  with  Section  3.3 for any reason  other than death,  Disability  or
Retirement,  the shares of Restricted Stock granted to such Participant shall be
forfeited and shall revert to the Company.



                                       6
<PAGE>


3.5 Rights as Shareholder

      Prior to the lapsing of  restrictions  in  accordance  with  Section  3.3,
Participants holding shares of Restricted Stock shall be entitled to vote and to
receive all dividends and other  distributions  paid with respect to such shares
while they are held by the Participant.  If any such dividend or distribution is
paid in  shares  of Common  Stock,  such  shares  shall be  subject  to the same
restrictions on  transferability  as the shares of Restricted Stock with respect
to which they were paid.

3.6 Change in Control

      Notwithstanding  anything  herein to the contrary,  if a Change in Control
(as defined in Section 4.12) has occurred,  then all  restrictions  on shares of
Restricted  Stock  shall  immediately  lapse on the date such  Change in Control
occurred; provided, however that such accelerated lapse of restrictions will not
occur if, in the opinion of the Company's  accountants,  such acceleration would
preclude the use of "pooling of interest"  accounting  treatment for a Change in
Control  transaction  that (a)  would  otherwise  qualify  for  such  accounting
treatment, and (b) is contingent upon qualifying for such accounting treatment.

3.7 Other Stock-Based Awards

         The Committee is authorized,  subject to limitations  under  applicable
law, to grant to  Participants  such other awards that are payable in, valued in
whole or in part by reference to, or otherwise  based on or related to shares of
Common Stock,  as deemed by the Committee to be consistent  with the purposes of
the Plan,  including without limitation shares of Common Stock awarded purely as
a "bonus" and not subject to any restrictions or conditions. The Committee shall
determine the terms and conditions of such awards.

                             IV. GENERAL PROVISIONS

4.1 General Restrictions

      Each grant under the Plan shall be subject to the requirement  that if the
Committee shall  determine,  at any time, that (a) the listing,  registration or
qualification  of the shares of Common Stock subject or related thereto upon any
securities  exchange  or under any state or  federal  law,  (b) the  consent  or
approval  of  any  government  regulatory  body,  or  (c)  an  agreement  by the
Participant  with  respect  to the  disposition  of shares of Common  Stock,  is
necessary or desirable as a condition of, or in connection with, the granting or
the  issuance or purchase of shares of Common Stock  thereunder,  such grant may
not be  consummated  in  whole or in part  unless  such  listing,  registration,
qualification,  consent,  approval  or  agreement  shall have been  effected  or
obtained free of any conditions not acceptable to the Committee.

                                       7
<PAGE>

4.2 Adjustments for Certain Corporate Events

      In the event of a  reorganization,  recapitalization,  stock split,  stock
dividend, combination of shares, rights offer, liquidation, dissolution, merger,
consolidation,  spin-off or sale of assets,  or any other change in or affecting
the corporate  structure or capitalization of the Company,  the Board shall make
such  adjustments  as the  Committee  may  recommend,  and as the  Board  in its
discretion may deem appropriate,  in the number and kind of shares authorized by
the Plan, in the number,  exercise price or kind of shares covered by the grants
and in any  outstanding  grants  under the Plan in order to prevent  substantial
dilution or enlargement thereof.

4.3 Amendments

The Board or the Committee may, at any time and from time to time, amend, modify
or terminate the Plan without shareholder approval;  provided, however, that the
Board or Committee may condition any amendment or  modification  on the approval
of shareholders of the Company if such approval is necessary or deemed advisable
with  respect  to  tax,   securities  or  other  applicable  laws,  policies  or
regulations.

4.4 Modification, Substitution or Cancellation of Grants

      Subject to the terms of the Plan,  the  Committee  may modify  outstanding
grants under the Plan or accept the surrender of outstanding grants and make new
grants in substitution for them.  Notwithstanding the foregoing, no modification
of any grant shall  adversely  alter or impair any rights or  obligations of the
Participant without the Participant's consent.

4.5 Shares Subject to the Plan

      Shares  distributed  pursuant  to the Plan  shall be made  available  from
authorized but unissued shares or from shares  purchased or otherwise  acquired,
in open market, in private transactions or otherwise,  by the Company for use in
the Plan, as shall be determined from time to time by the Committee.

4.6 Rights of a Shareholder

      Participants  under the Plan, unless otherwise provided by the Plan, shall
have no rights as shareholders  by reason thereof unless and until  certificates
for shares of Common Stock are issued to them.


                                       8
<PAGE>


4.7 Withholding

      The Company shall have the right to deduct from any distribution of Common
Stock to any Participant an amount equal to the minimum federal, state and local
income  taxes and other  amounts as may be required  by law to be withheld  (the
"Withholding  Taxes") with respect to any grant under the Plan. If a Participant
is to  experience  a taxable  event in  connection  with the  receipt of cash or
shares of Common Stock pursuant to an option exercise, the Participant shall pay
the  Withholding  Taxes to the Company  prior to the  issuance of such shares of
Common Stock. In satisfaction of the obligation to pay Withholding  Taxes to the
Company,  the Participant may make a written election,  which may be accepted or
rejected in the discretion of the  Committee,  to have withheld a portion of the
shares of Common Stock then issuable to the Participant having an aggregate Fair
Market Value on the day immediately preceding the date of such issuance equal to
the Withholding Taxes.

4.8 Nonassignability

      Except as expressly  provided in the Plan, no unexercised  option shall be
assignable or  transferable  by a Participant  other than by will or the laws of
descent and  distribution  or pursuant to a domestic  relations order that would
satisfy  Section  414(p)(1)(A)  of the Code if such  Section  applied to a grant
under the Plan; provided,  however, that the Committee may (but need not) permit
other transfers where the Committee concludes that such transferability (i) does
not  result in  accelerated  taxation,  and (ii) is  otherwise  appropriate  and
desirable,  taking into account any factors deemed relevant,  including  without
limitation, state or federal tax or securities laws.

4.9 Nonuniform Determinations

      Determinations  by  the  Committee  under  the  Plan  (including,  without
limitation,  determinations  of the persons to receive grants,  the form, amount
and timing of such grants,  and the terms and  provisions of such grants and the
agreements  evidencing  the  same)  need  not be  uniform  and may be made by it
selectively among persons who receive, or are eligible to receive,  grants under
the Plan, whether or not such persons are similarly situated.

4.10 No Guaranteed Relationship

      Neither  grants under the Plan nor any action  taken  pursuant to the Plan
shall  constitute or be evidence of any agreement or  understanding,  express or
implied, that the Company shall retain the Participant for any period of time or
at any particular rate of compensation.



                                       9
<PAGE>


4.11 Effective Date; Duration

      The Plan shall  become  effective  as of the date  adopted by the Board of
Directors  (the  "Effective  Date").  No grant may be made  under the Plan after
March 31, 2009, but grants theretofore granted may extend beyond such date.

4.12 Change in Control

      Notwithstanding anything herein to the contrary, if a Change in Control of
the Company  occurs,  then all options  shall become fully  exercisable  and all
restrictions  on  grants of  Restricted  Stock  shall  lapse as of the date such
Change  in  Control   occurred;   provided,   however   that  such   accelerated
exercisablilty or lapse of restrictions will not occur if, in the opinion of the
Company's  accountants,  such acceleration would preclude the use of "pooling of
interest"  accounting  treatment  for a Change in Control  transaction  that (a)
would  otherwise  qualify for such accounting  treatment,  and (b) is contingent
upon qualifying for such accounting  treatment.  For the purposes of the Plan, a
Change in  Control  of the  Company  shall be deemed to have  occurred  upon the
earliest of the following events:

                  (a) the acquisition by any individual, entity or group (within
         the meaning of Section 13(d)(3) or 14(d)(2) of the Securities  Exchange
         Act  of  1934,  as  amended  (the  "Exchange  Act"))  (a  "Person")  of
         beneficial  ownership  (within  the  meaning of Rule 13d-3  promulgated
         under the Exchange Act) of 50% or more of the combined  voting power of
         the then outstanding  voting securities of the Company entitled to vote
         generally in the election of directors (the "Outstanding Company Voting
         Securities");  provided,  however, that for purposes of this subsection
         (a),  the  following  acquisitions  shall  not  constitute  a Change of
         Control:  (i) any acquisition by any employee  benefit plan (or related
         trust)  sponsored  or  maintained  by the  Company  or any  corporation
         controlled by the Company,  or (ii) any  acquisition by any corporation
         pursuant to a  transaction  which  complies  with clauses (i), (ii) and
         (iii) of subsection (c) of this definition; or

                  (b) Individuals who, as of the Effective Date,  constitute the
         Board (the  "Incumbent  Board")  cease for any reason to  constitute at
         least a majority of the Board;  provided,  however, that any individual
         becoming a director subsequent to the Effective Date whose election, or
         nomination for election by the Company's stockholders,  was approved by
         a vote of at least a majority  of the  directors  then  comprising  the
         Incumbent  Board shall be considered as though such  individual  were a
         member of the Incumbent  Board,  but excluding,  for this purpose,  any
         such individual  whose initial  assumption of office occurs as a result
         of an  actual  or  threatened  election  contest  with  respect  to the
         election  or  removal  of  directors  or  other  actual  or  threatened
         solicitation  of proxies or consents by or on behalf of a Person  other
         than the Board; or

                                       10
<PAGE>

                  (c) Consummation of a reorganization,  merger,  share exchange
         or consolidation  or sale or other  disposition of all or substantially
         all of the assets of the Company (a  "Business  Combination"),  in each
         case,  unless,   following  such  Business  Combination,   (i)  all  or
         substantially  all  of  the  individuals  and  entities  who  were  the
         beneficial  owners,  respectively,  of the  Outstanding  Company Common
         Stock and outstanding  Company Voting  Securities  immediately prior to
         such Business  Combination  beneficially  own,  directly or indirectly,
         more than 80% of,  respectively,  the then outstanding shares of common
         stock and the  combined  voting  power of the then  outstanding  voting
         securities entitled to vote generally in the election of directors,  as
         the  case may be,  of the  corporation  resulting  from  such  Business
         Combination  (including,  without limitation,  a corporation which as a
         result of such transaction owns the Company or all or substantially all
         of the  Company's  assets  either  directly  or  through  one  or  more
         subsidiaries) in substantially the same proportions as their ownership,
         immediately  prior  to such  Business  Combination  of the  Outstanding
         Company Common Stock and Outstanding Company Voting Securities,  as the
         case may be, (ii) no Person  (excluding any corporation  resulting from
         such  Business  Combination  or any  employee  benefit plan (or related
         trust) of the Company or such corporation  resulting from such Business
         Combination) beneficially owns, directly or indirectly,  25% or more of
         the combined voting power of the then outstanding  voting securities of
         such corporation except to the extent that such ownership existed prior
         to the  Business  Combination,  and  (iii) at least a  majority  of the
         members of the board of directors  of the  corporation  resulting  from
         such Business  Combination  were members of the Incumbent  Board at the
         time of the execution of the initial agreement, or of the action of the
         Board, providing for such Business Combination.

     4.13  Governing  Law. The Plan and all actions  taken  thereunder  shall be
governed by and construed in accordance with the laws of the State of Florida.

         The foregoing is hereby  acknowledged  as being the PSS World  Medical,
Inc. Amended and Restated 1999 Broad-Based Stock Plan as adopted by the Board of
Directors of the Company on February 19, 2001.


                             PSS World Medical, Inc.


                             By:  /s/ David A. Smith
                                -------------------------

                                      David A. Smith
                             Its:     President


                                       11
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "PSS WORLD MEDICAL, INC. S-8", "secsgml_size_bytes": 54281}]
{"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": "333-58272", "film-number": "1595347"}, "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 April 4, 2001.
                             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. AMENDED AND RESTATED 1999 BROAD-BASED STOCK 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)            250,000                   $4.47                   $1,117,500                $280

------------------------------------- ----------------------- ------------------------- -------------------------- -----------------
(1)   Includes  250,000  additional  shares  issuable  upon the  grant or
             exercise of awards under the PSS World  Medical,  Inc.  Amended and
             Restated 1999 Broad-Based Stock 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 April 2,  2001,  which was
             $4.47 per share.
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  Quarterly  Report of the  Company on Form 10-Q for the  fiscal  quarter
ended December 31, 2000.

(5) The Current Reports of the Company on Form 8-K or Form 8-K/A,  dated May 31,
June 9, June 27, September 5, 2000, October 10, 2000 and January 12, 2001.

(6) 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.

(7) 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.

(8) 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.

         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.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable.

                                      II-1
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
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

                                      II-2
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

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)

 99     Amended and Restated 1999 Broad-Based Plan

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.

         (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-4
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 ________, 2001.

                                           PSS WORLD MEDICAL, INC.
                                               (Registrant)

                                           -------------------------------------
                                           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 the dates indicated below.

Signature                      Capacity                               Date

/s/  David A. Smith         President, Chief Financial Officer
-------------------------   and Director
David A. Smith              (Principal Financial                   April 3, 2001
                            and Accounting Officer)

/s/ Hugh M. Brown           Director                               April 3, 2001
-------------------------
Hugh M. Brown

/s/ T. O'Neal Douglas       Director                               April 3, 2001
-------------------------
T. O'Neal Douglas

                                      II-5
/s/ Melvin L. Hecktman      Director                           February 26, 2001
-------------------------
Melvin L. Hecktman

/s/ Clark A. Johnson        Director                               April 3, 2001
-------------------------
Clark A. Johnson

/s/ Delores P. Kesler       Director                           February 26, 2001
-------------------------
Delores P. Kesler

/s/ Charles R. Scott        Director                           February 24, 2001
-------------------------
Charles R. Scott

/s/ Donna C. E. Williamson  Director                               April 3, 2001
-------------------------
Donna C.E. Williamson

                                      II-6
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)

      99           Amended and Restated 1999 Broad-Based Plan
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

                                 April 2, 2001

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

         Re:      Registration Statement on Form S-8 for the:
                  PSS World Medical, Inc. Amended and Restated 1999
                  Broad-Based Stock Plan

Ladies and Gentlemen:

     We have acted as counsel to PSS World Medical,  Inc., a Florida corporation
(the  "Company"),   in  connection  with  the  filing  of  the  above-referenced
Registration  Statement (the  "Registration  Statement") with the Securities and
Exchange  Commission (the  "Commission") to register under the Securities Act of
1933, as amended (the  "Securities  Act"),  250,000 shares (the "Shares") of the
Company's Common Stock, par value $.01 per share, that may be issued pursuant to
the grant or exercise of awards under the  Company's  Amended and Restated  1999
Broad-Based Stock Plan (the "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 Company,  as amended,
the Bylaws of the Company,  as amended,  records of  proceedings of the Board of
Directors of the Company and its various  committees 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  Company  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 Company 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 Florida Business  Corporation
Act, and we do not express any opinion herein concerning any other laws.

     Based on the foregoing, it is our opinion that the 250,000 shares of Common
Stock covered by the  Registration  Statement  and to be issued  pursuant to the
Plan,  when issued in accordance with the terms and conditions of the Plan, will
be legally and validly issued, fully paid and nonassessable.

     We  consent  to the  filing of this  opinion  letter as an  exhibit  to 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
                                       --------------------------------
                                        A Partner
Exhibit 23.2 Consent of Arthur Andersen LLP
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 and to all  references to our Firm included in this  registration
statement.

Arthur Andersen LLP

Jacksonville, Florida
April 2, 2001
AMENDED AND RESTATED
                             PSS WORLD MEDICAL, INC.
                           1999 BROAD-BASED STOCK PLAN

                                   I. GENERAL

1.1 Purpose of the Plan

      The purpose of the Amended and Restated 1999  Broad-Based  Stock Plan (the
"Plan") of PSS World Medical,  Inc. (the  "Company") is to provide an incentive,
in the form of a proprietary  shareholder  interest in the Company, to employees
and  consultants  of the Company  and/or its  subsidiaries,  to  increase  their
interest  in  the  Company's  welfare,   and  to  assist  the  Company  and  its
subsidiaries in attracting and retaining  employees and  consultants  upon whose
judgment,  interest,  and special effort the successful conduct of the Company's
operation is largely dependent..

1.2 Administration of the Plan

      The Plan  shall  be  administered  by the  Compensation  Committee  or its
successor  (the  "Committee")  of the Board of  Directors  of the  Company  (the
"Board").

      The  Committee  shall  have full and final  authority  in its  discretion,
subject to the provisions of the Plan: (a) to determine  individuals to whom and
the time or times  at  which  options  or  stock  awards  shall be  granted  and
exercised  and the number of shares and  exercise  price,  if any, of the common
stock of the Company ("Common Stock") covered by each option or stock award; (b)
to determine the terms of the option or stock award  agreements,  which need not
be identical,  including,  without limitation,  terms covering vesting, exercise
dates, if any, and exercise prices,  if any; (c) to decide all questions of fact
arising in the  application of the Plan; and (d) to administer and interpret the
Plan in all respects.  All  determinations  made by the Committee shall be final
and conclusive.

      The  Committee  shall meet once each fiscal year,  and at such  additional
times as it may determine or as is requested by the chief  executive  officer of
the Company,  to designate the eligible employees or consultants,  if any, to be
granted  awards  under the Plan and the type and  amount of such  awards and the
time when awards will be granted.  All awards granted under the Plan shall be on
the terms and subject to the conditions hereinafter provided.

1.3 Eligible Participants

      Employees or  consultants  of the Company and the  Company's  subsidiaries
shall be  eligible  to  participate  in the Plan  (any  employee  or  consultant
receiving an award under this Plan hereinafter  referred to as a "Participant").
The terms "subsidiary" or "subsidiaries" shall mean any corporation now existing
or hereafter organized or acquired (other than the Company) in an unbroken chain
of  corporations  beginning  with the Company,  if, at the time of option grant,
each of the corporations (including the Company) other than the last corporation
in the unbroken  chain owns stock  possessing  80% or more of the total combined
voting  power of all classes of stock in one of the other  corporations  in such
chain.

1.4 Grants

      Grants under the Plan may be non-qualified  stock options (as described in
Article II) or stock awards (as described in Article III).

1.5 Other Compensation Programs

      The adoption of the Plan  contemplates  the  continuation  of any existing
incentive compensation plan(s) of the Company and in no way limits or is limited
by the operation, administration or amendment of any such plan(s). The existence
and terms of the Plan shall not limit the authority of the Board in compensating
employees  or  consultants  of the Company in such other forms and amounts as it
may determine from time to time.

1.6 Limitations on Grants

      The aggregate number of shares of Common Stock,  including shares reserved
for issuance pursuant to the exercise of options, which may be granted or issued
under the terms of the Plan, may not exceed 1,700,000  shares, of which not more
than 33% may be  granted as awards of  restricted  stock or  unrestricted  stock
awards,  and such shares  hereby are  reserved  for such  purpose.  Whenever any
outstanding  grant or portion  thereof  expires,  is canceled or forfeited or is
otherwise  terminated for any reason without having been  exercised,  the Common
Stock  allocable to the  expired,  forfeited,  canceled or otherwise  terminated
portion of the grant may again be the subject of further grants hereunder.

      Notwithstanding  the  foregoing,  during the period that any grants remain
outstanding  under the Plan, the Committee may make good faith  adjustments with
respect to the number of shares of Common Stock  attributable to such grants for
purposes of calculating  the maximum number of shares of Common Stock  available
for the granting of future grants under the Plan.

1.7 Definitions

      The following definitions shall apply to the Plan:

           (a)  "Disability"  shall have the meaning  provided in the  Company's
      applicable disability plan or, in the absence of such a definition, when a

                                       2
Participant  becomes  totally  disabled  (as  determined  by  a  physician
      mutually  acceptable to the Participant and the Company) before  attaining
      his or her 65th birthday and if such total  disability  continues for more
      than three  months.  Disability  does not include any  condition  which is
      intentionally self-inflicted or caused by illegal acts of the Participant.

           (b) "Fair  Market  Value" means the average of the high and low sales
      prices  of the  shares  of  Common  Stock  on such  date on the  principal
      national securities exchange or automated quotation system of a registered
      securities  association on which such shares of Common Stock are listed or
      admitted  to trading.  If the shares of Common  Stock on such date are not
      listed or admitted to  trading,  the Fair Market  Value shall be the value
      established by the Board in good faith.

           (c)  "Retirement"  relates only to an employee  participant and shall
      have the meaning provided in the Company's applicable  retirement plan or,
      in the absence of such a definition,  the first day of the month following
      the month in which the Participant attains his or her 65th birthday.

                                II. STOCK OPTIONS

2.1 Types of Options

      Options granted under the Plan shall,  at the time of grant,  provide that
they will not be treated as an  incentive  stock  option  within the  meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

2.2 Terms and Conditions of Options

      Subject to the following  provisions,  all options  granted under the Plan
shall be in such form and upon such terms and  conditions as the  Committee,  in
its  discretion,  may from  time to time  determine,  provided  such  terms  and
conditions are clearly designated at the time of grant.

2.3 Exercise Price

      The  exercise  price per share shall be at least the Fair Market  Value of
the Common Stock on the date such option is granted.

2.4 Term of Options

      Any option  granted under the Plan may be exercised no later than ten (10)
years from the date of grant or such shorter period of time as designated by the
Committee at the time of grant. Subject to Sections 2.8, 2.9 and 2.11 hereof and
the stock option  agreement  governing  the grant of the options under the Plan,
which may contemplate  vesting of exercise  rights,  options may be exercised in

                                       3
whole or in one or more parts  throughout  such term.  All rights to exercise an
option shall expire at the end of the designated term.

2.5 Payment

      The Committee  shall  determine the methods by which the exercise price of
an option may be paid, the form of payment, including, without limitation, cash,
shares  of  Common  Stock,  or other  property  (including  "cashless  exercise"
arrangements),  and the  methods  by  which  shares  of  Common  Stock  shall be
delivered or deemed to be delivered to Participants;  provided, however, that if
shares of Common  Stock are used to pay the  exercise  price of an option,  such
shares  must have  been held by the  Participant  for at least six  months.  The
proceeds  from such payment  shall be added to the general  funds of the Company
and shall be used for general corporate purposes.

2.6 Vesting of Options

      Options shall be exercisable in whole or in part after  completion of such
periods of service or  achievement  of such  conditions as the  Committee  shall
specify when granting the options;  provided  however,  that in the absence of a
Committee  specification  to the contrary  and subject to Sections  2.8, 2.9 and
2.11, such option shall become fully exercisable five (5) years from the date of
grant.

2.7 Notice of Exercise

      When  exercisable  pursuant  to the terms of the  governing  stock  option
agreement,  options granted under the Plan shall be exercised by the Participant
(or by other  authorized  persons in  accordance  with Section 4.8) as to all or
part of the  shares  subject  to the  option  by  delivering  written  notice of
exercise to the Company at its principal business office or such other office as
the Company may from time to time direct, (a) specifying the number of shares to
be  purchased,  (b)  indicating  the method of payment of the exercise  price or
including a check payable to the Company in an amount equal to the full exercise
price of the number of shares being purchased,  (c) including a tax election, if
applicable,  in  accordance  with Section 4.7, and (d)  containing  such further
provisions  consistent  with the provisions of the Plan, as the Company may from
time to time prescribe.

2.8 Termination of Service

      Except as otherwise  provided in this Section 2.8, if a Participant ceases
being an employee or consultant of the Company or any subsidiary for any reason,
including,  without  limitation,  Retirement,  discharge,  layoff  or any  other
voluntary   or   involuntary   termination   of  a   Participant's   service  (a
"Termination"),  the unexercisable portion of the option granted hereunder shall
immediately  terminate and be null and void, and the unexercised  portion of any
outstanding and exercisable  options granted hereunder to such Participant shall

                                       4
terminate  and be null and void for all  purposes,  after  three (3) months have
elapsed  from the date of the  Termination  unless a longer time is specified in
the  applicable  stock  option  agreement,  or unless  such time to  exercise is
extended by the Committee, in its sole discretion, within thirty (30) days after
the date of Termination.  Upon a Termination as a result of death or Disability,
any outstanding options may be exercised by the Participant or the Participant's
legal representative within twelve (12) months after such termination; provided,
however,  that in no event shall the period extend beyond the  expiration of the
option term.  Transfer of employment  among the Company and any  subsidiaries of
the Company shall not be deemed to be a Termination.

2.9 Limitation of Exercise Periods

      The  Committee  may limit the time  periods  within which an option may be
exercised  if a  limitation  on exercise is deemed  necessary in order to effect
compliance with applicable law.

2.10 Stock Option Agreement

      Each option  granted  under the Plan shall be evidenced  by an  individual
stock  option  agreement  which  shall  be  executed  by the  Company  and  each
Participant.  The  agreement  shall  contain  such  terms  and  provisions,  not
inconsistent  with  the  terms  of the  Plan,  as  shall  be  determined  by the
Committee,  including:  (a) the  number  of  shares a  Participant  may  acquire
pursuant  to the  option  granted  and the  exercise  price per  share;  (b) any
conditions  affecting the exercise of the option,  including without  limitation
conditions  for  accelerated  exercisability  thereof;  (c)  the  procedure  for
exercising the option granted;  (d) a clear  designation of whether the exercise
of the option granted thereby is subject to vesting;  and (e) such provisions as
the  Committee,  upon advice of counsel to the Company,  shall deem necessary or
appropriate  to comply with the  requirements  of applicable  laws. In the event
there shall be any  discrepancy or  inconsistency  between the terms of the Plan
and any term or provision  contained in a stock option  agreement,  the terms of
the Plan, as interpreted by the Committee, shall govern.

2.11 Change in Control

      Notwithstanding  anything  herein to the contrary,  if a Change in Control
(as defined in Section 4.12) has  occurred,  then any  outstanding  option shall
immediately become exercisable with respect to all shares subject to such option
on the date  such  Change  in  Control  occurred;  provided,  however  that such
acceleration  will not occur if, in the  opinion of the  Company's  accountants,
such  acceleration  would  preclude the use of "pooling of interest"  accounting
treatment for a Change in Control  transaction that (a) would otherwise  qualify
for such  accounting  treatment,  and (b) is contingent upon qualifying for such
accounting treatment.

                                       5
III. STOCK AWARDS

3.1 Terms and Conditions of Restricted Stock Awards

      The  Committee  may grant  shares  of stock  subject  to the  restrictions
described  in  Section  3.2  ("Restricted   Stock")  under  a  restricted  stock
agreement,  without payment by the Participant for such Restricted  Stock.  Such
agreement  shall  specify the number of shares  granted and the  conditions  and
terms of the grant. Restricted Stock, with restrictions noted on the face of the
certificates,  shall  be  issued  in the  name of the  Participant  granted  the
Restricted  Stock and may be held in escrow by the Company or  deposited  with a
trust  administered by the Committee (and subject to the claims of the Company's
creditors) during the restriction period.

3.2 Restrictions

      Until the  restrictions  have lapsed in  accordance  with Section 3.3, the
shares of  Restricted  Stock  granted  hereunder  may not be sold,  transferred,
pledged,  assigned,  or otherwise  alienated or hypothecated.  The Committee may
impose such other  restrictions on any shares of restricted stock as required by
law including,  without  limitation,  restrictions  under applicable  federal or
state securities  laws, and may place legends on the  certificates  representing
such Restricted Stock to provide appropriate notice of such restrictions.

3.3 Period of Restriction

      Subject to Section  3.6, the  restrictions  set forth in Section 3.2 shall
lapse and such  shares  shall be freely  transferable  upon  completion  of such
periods of service or  achievement  of such  conditions as the  Committee  shall
specify in an individual  Restricted Stock Agreement between the Company and the
Participant when granting the shares of Restricted Stock.

3.4 Termination of Service

      If a  Participant's  employment  or service as a consultant  is terminated
prior to the lapsing of the  restrictions  in  accordance  with Section 3.3 as a
result  of  death,  Retirement  or  Disability,  restrictions  on the  shares of
Restricted Stock granted to the Participant  shall immediately lapse on the date
of such death,  Disability or  Retirement.  If any  Participant's  employment or
service as a consultant is terminated  prior to the lapsing of  restrictions  in
accordance  with  Section  3.3 for any reason  other than death,  Disability  or
Retirement,  the shares of Restricted Stock granted to such Participant shall be
forfeited and shall revert to the Company.

                                       6
3.5 Rights as Shareholder

      Prior to the lapsing of  restrictions  in  accordance  with  Section  3.3,
Participants holding shares of Restricted Stock shall be entitled to vote and to
receive all dividends and other  distributions  paid with respect to such shares
while they are held by the Participant.  If any such dividend or distribution is
paid in  shares  of Common  Stock,  such  shares  shall be  subject  to the same
restrictions on  transferability  as the shares of Restricted Stock with respect
to which they were paid.

3.6 Change in Control

      Notwithstanding  anything  herein to the contrary,  if a Change in Control
(as defined in Section 4.12) has occurred,  then all  restrictions  on shares of
Restricted  Stock  shall  immediately  lapse on the date such  Change in Control
occurred; provided, however that such accelerated lapse of restrictions will not
occur if, in the opinion of the Company's  accountants,  such acceleration would
preclude the use of "pooling of interest"  accounting  treatment for a Change in
Control  transaction  that (a)  would  otherwise  qualify  for  such  accounting
treatment, and (b) is contingent upon qualifying for such accounting treatment.

3.7 Other Stock-Based Awards

         The Committee is authorized,  subject to limitations  under  applicable
law, to grant to  Participants  such other awards that are payable in, valued in
whole or in part by reference to, or otherwise  based on or related to shares of
Common Stock,  as deemed by the Committee to be consistent  with the purposes of
the Plan,  including without limitation shares of Common Stock awarded purely as
a "bonus" and not subject to any restrictions or conditions. The Committee shall
determine the terms and conditions of such awards.

                             IV. GENERAL PROVISIONS

4.1 General Restrictions

      Each grant under the Plan shall be subject to the requirement  that if the
Committee shall  determine,  at any time, that (a) the listing,  registration or
qualification  of the shares of Common Stock subject or related thereto upon any
securities  exchange  or under any state or  federal  law,  (b) the  consent  or
approval  of  any  government  regulatory  body,  or  (c)  an  agreement  by the
Participant  with  respect  to the  disposition  of shares of Common  Stock,  is
necessary or desirable as a condition of, or in connection with, the granting or
the  issuance or purchase of shares of Common Stock  thereunder,  such grant may
not be  consummated  in  whole or in part  unless  such  listing,  registration,
qualification,  consent,  approval  or  agreement  shall have been  effected  or
obtained free of any conditions not acceptable to the Committee.

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4.2 Adjustments for Certain Corporate Events

      In the event of a  reorganization,  recapitalization,  stock split,  stock
dividend, combination of shares, rights offer, liquidation, dissolution, merger,
consolidation,  spin-off or sale of assets,  or any other change in or affecting
the corporate  structure or capitalization of the Company,  the Board shall make
such  adjustments  as the  Committee  may  recommend,  and as the  Board  in its
discretion may deem appropriate,  in the number and kind of shares authorized by
the Plan, in the number,  exercise price or kind of shares covered by the grants
and in any  outstanding  grants  under the Plan in order to prevent  substantial
dilution or enlargement thereof.

4.3 Amendments

The Board or the Committee may, at any time and from time to time, amend, modify
or terminate the Plan without shareholder approval;  provided, however, that the
Board or Committee may condition any amendment or  modification  on the approval
of shareholders of the Company if such approval is necessary or deemed advisable
with  respect  to  tax,   securities  or  other  applicable  laws,  policies  or
regulations.

4.4 Modification, Substitution or Cancellation of Grants

      Subject to the terms of the Plan,  the  Committee  may modify  outstanding
grants under the Plan or accept the surrender of outstanding grants and make new
grants in substitution for them.  Notwithstanding the foregoing, no modification
of any grant shall  adversely  alter or impair any rights or  obligations of the
Participant without the Participant's consent.

4.5 Shares Subject to the Plan

      Shares  distributed  pursuant  to the Plan  shall be made  available  from
authorized but unissued shares or from shares  purchased or otherwise  acquired,
in open market, in private transactions or otherwise,  by the Company for use in
the Plan, as shall be determined from time to time by the Committee.

4.6 Rights of a Shareholder

      Participants  under the Plan, unless otherwise provided by the Plan, shall
have no rights as shareholders  by reason thereof unless and until  certificates
for shares of Common Stock are issued to them.

                                       8
4.7 Withholding

      The Company shall have the right to deduct from any distribution of Common
Stock to any Participant an amount equal to the minimum federal, state and local
income  taxes and other  amounts as may be required  by law to be withheld  (the
"Withholding  Taxes") with respect to any grant under the Plan. If a Participant
is to  experience  a taxable  event in  connection  with the  receipt of cash or
shares of Common Stock pursuant to an option exercise, the Participant shall pay
the  Withholding  Taxes to the Company  prior to the  issuance of such shares of
Common Stock. In satisfaction of the obligation to pay Withholding  Taxes to the
Company,  the Participant may make a written election,  which may be accepted or
rejected in the discretion of the  Committee,  to have withheld a portion of the
shares of Common Stock then issuable to the Participant having an aggregate Fair
Market Value on the day immediately preceding the date of such issuance equal to
the Withholding Taxes.

4.8 Nonassignability

      Except as expressly  provided in the Plan, no unexercised  option shall be
assignable or  transferable  by a Participant  other than by will or the laws of
descent and  distribution  or pursuant to a domestic  relations order that would
satisfy  Section  414(p)(1)(A)  of the Code if such  Section  applied to a grant
under the Plan; provided,  however, that the Committee may (but need not) permit
other transfers where the Committee concludes that such transferability (i) does
not  result in  accelerated  taxation,  and (ii) is  otherwise  appropriate  and
desirable,  taking into account any factors deemed relevant,  including  without
limitation, state or federal tax or securities laws.

4.9 Nonuniform Determinations

      Determinations  by  the  Committee  under  the  Plan  (including,  without
limitation,  determinations  of the persons to receive grants,  the form, amount
and timing of such grants,  and the terms and  provisions of such grants and the
agreements  evidencing  the  same)  need  not be  uniform  and may be made by it
selectively among persons who receive, or are eligible to receive,  grants under
the Plan, whether or not such persons are similarly situated.

4.10 No Guaranteed Relationship

      Neither  grants under the Plan nor any action  taken  pursuant to the Plan
shall  constitute or be evidence of any agreement or  understanding,  express or
implied, that the Company shall retain the Participant for any period of time or
at any particular rate of compensation.

                                       9
4.11 Effective Date; Duration

      The Plan shall  become  effective  as of the date  adopted by the Board of
Directors  (the  "Effective  Date").  No grant may be made  under the Plan after
March 31, 2009, but grants theretofore granted may extend beyond such date.

4.12 Change in Control

      Notwithstanding anything herein to the contrary, if a Change in Control of
the Company  occurs,  then all options  shall become fully  exercisable  and all
restrictions  on  grants of  Restricted  Stock  shall  lapse as of the date such
Change  in  Control   occurred;   provided,   however   that  such   accelerated
exercisablilty or lapse of restrictions will not occur if, in the opinion of the
Company's  accountants,  such acceleration would preclude the use of "pooling of
interest"  accounting  treatment  for a Change in Control  transaction  that (a)
would  otherwise  qualify for such accounting  treatment,  and (b) is contingent
upon qualifying for such accounting  treatment.  For the purposes of the Plan, a
Change in  Control  of the  Company  shall be deemed to have  occurred  upon the
earliest of the following events:

                  (a) the acquisition by any individual, entity or group (within
         the meaning of Section 13(d)(3) or 14(d)(2) of the Securities  Exchange
         Act  of  1934,  as  amended  (the  "Exchange  Act"))  (a  "Person")  of
         beneficial  ownership  (within  the  meaning of Rule 13d-3  promulgated
         under the Exchange Act) of 50% or more of the combined  voting power of
         the then outstanding  voting securities of the Company entitled to vote
         generally in the election of directors (the "Outstanding Company Voting
         Securities");  provided,  however, that for purposes of this subsection
         (a),  the  following  acquisitions  shall  not  constitute  a Change of
         Control:  (i) any acquisition by any employee  benefit plan (or related
         trust)  sponsored  or  maintained  by the  Company  or any  corporation
         controlled by the Company,  or (ii) any  acquisition by any corporation
         pursuant to a  transaction  which  complies  with clauses (i), (ii) and
         (iii) of subsection (c) of this definition; or

                  (b) Individuals who, as of the Effective Date,  constitute the
         Board (the  "Incumbent  Board")  cease for any reason to  constitute at
         least a majority of the Board;  provided,  however, that any individual
         becoming a director subsequent to the Effective Date whose election, or
         nomination for election by the Company's stockholders,  was approved by
         a vote of at least a majority  of the  directors  then  comprising  the
         Incumbent  Board shall be considered as though such  individual  were a
         member of the Incumbent  Board,  but excluding,  for this purpose,  any
         such individual  whose initial  assumption of office occurs as a result
         of an  actual  or  threatened  election  contest  with  respect  to the
         election  or  removal  of  directors  or  other  actual  or  threatened
         solicitation  of proxies or consents by or on behalf of a Person  other
         than the Board; or

                                       10
(c) Consummation of a reorganization,  merger,  share exchange
         or consolidation  or sale or other  disposition of all or substantially
         all of the assets of the Company (a  "Business  Combination"),  in each
         case,  unless,   following  such  Business  Combination,   (i)  all  or
         substantially  all  of  the  individuals  and  entities  who  were  the
         beneficial  owners,  respectively,  of the  Outstanding  Company Common
         Stock and outstanding  Company Voting  Securities  immediately prior to
         such Business  Combination  beneficially  own,  directly or indirectly,
         more than 80% of,  respectively,  the then outstanding shares of common
         stock and the  combined  voting  power of the then  outstanding  voting
         securities entitled to vote generally in the election of directors,  as
         the  case may be,  of the  corporation  resulting  from  such  Business
         Combination  (including,  without limitation,  a corporation which as a
         result of such transaction owns the Company or all or substantially all
         of the  Company's  assets  either  directly  or  through  one  or  more
         subsidiaries) in substantially the same proportions as their ownership,
         immediately  prior  to such  Business  Combination  of the  Outstanding
         Company Common Stock and Outstanding Company Voting Securities,  as the
         case may be, (ii) no Person  (excluding any corporation  resulting from
         such  Business  Combination  or any  employee  benefit plan (or related
         trust) of the Company or such corporation  resulting from such Business
         Combination) beneficially owns, directly or indirectly,  25% or more of
         the combined voting power of the then outstanding  voting securities of
         such corporation except to the extent that such ownership existed prior
         to the  Business  Combination,  and  (iii) at least a  majority  of the
         members of the board of directors  of the  corporation  resulting  from
         such Business  Combination  were members of the Incumbent  Board at the
         time of the execution of the initial agreement, or of the action of the
         Board, providing for such Business Combination.

     4.13  Governing  Law. The Plan and all actions  taken  thereunder  shall be
governed by and construed in accordance with the laws of the State of Florida.

         The foregoing is hereby  acknowledged  as being the PSS World  Medical,
Inc. Amended and Restated 1999 Broad-Based Stock Plan as adopted by the Board of
Directors of the Company on February 19, 2001.

                             PSS World Medical, Inc.

                             By:  /s/ David A. Smith
                                -------------------------

                                      David A. Smith
                             Its:     President

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