As filed with the Securities and Exchange Commission on August 7, 2001
Registration No. 333-________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------

Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

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

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

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

STEIN MART, INC. 2001 OMNIBUS PLAN
(Full title of the Plan)

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

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

Copy to:

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

Calculation of Registration Fee

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

Common Stock, 4,500,000 shares $7.93 $28,590,568.24 $7,147.64
$0.01 par value
- --------------------------------------------------------------------------------------------------------------------

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

(2) The registration fee for 894,632 shares covered by this
Registration Statement and reserved for future grants under the plan was
previously paid when Registration Statement No. 333-39323 was filed as to the
Stein Mart Employee Stock Plan, which plan has been terminated with 894,632
shares remaining available for issuance. Pursuant to Rules 457(c) and 457(h)
under the Securities Act of 1933, as amended, the registration fee for 3,605,368
shares covered by this Registration Statement and reserved for future grants
under the plan has been calculated on the basis of $7.93 per share, the average
of the high and low prices of the registrant's Common Stock as reported on the
Nasdaq National Market on August 1, 2001.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

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

(a) The registrant's Annual Report on Form 10-K for the year
ended December 31, 2000 (Commission File No. 000-20052);

(b) The registrant's quarterly reports on Form 10-Q for the
quarter ended March 31, 2001 (Commission File No. 000-20052); and

(c) The description of the registrant's Common Stock, par
value $0.01 per share set forth under the caption "Description of Registrant's
Securities to be Registered" in the Company's Registration Statement on Form 8-A
(Commission File No. 000-20052) filed under the Securities Exchange Act of 1934.

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

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Not Applicable.

Item 6. Indemnification of Directors and Officers.

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

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

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

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

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

10A. Stein Mart, Inc. 2001 Omnibus Plan

10B. Form of Option Award Agreement for Key Employees

10C. Form of Option Award Agreement for Non-Employee Directors

23A. Consent of PricewaterhouseCoopers LLP

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

Item 9. Undertakings

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 to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

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

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

(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jacksonville, State of Florida, on the 7th day of
August, 2001.

STEIN MART, INC.
(Registrant)

/s/ Jay Stein
-----------------------------------------
Jay Stein
Chairman of the Board and Chief Executive
Officer

SPECIAL POWER OF ATTORNEY

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

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

(Signature) (Title) (Date)
--------- ----- ----

/s/ Jay Stein Chairman of the Board and August 7, 2001
- ----------------------------- Chief Executive Officer
Jay Stein

/s/ John H. Williams, Jr. President, Chief Operating August 7, 2001
- ----------------------------- Officer and Director
John H. Williams, Jr.

/s/ James G. Delfs Senior Vice President and Chief August 7, 2001
- ----------------------------- Financial Officer
James G. Delfs

/s/ Clayton E. Roberson, Jr. Vice President and Controller August 7, 2001
- -----------------------------
Clayton E. Roberson, Jr.

_____________________________ Director _________, 2001
Alvin R. Carpenter

/s/ Linda McFarland Farthing Director August 7, 2001
- -----------------------------
Linda McFarland Farthing

/s/ Mitchell W. Legler Director August 7, 2001
- -----------------------------
Mitchell W. Legler

/s/ Michael D. Rose Director August 7, 2001
- -----------------------------
Michael D. Rose

_____________________________ Director _________, 2001
Martin E. Stein, Jr.

_____________________________ Director _________, 2001
J. Wayne Weaver

/s/ James H. Winston Director August 7, 2001
- -----------------------------
James H. Winston

EXHIBIT INDEX

Exhibit
Number Description of Exhibit
- ------- ----------------------

5 Opinion of Foley & Lardner

10A Stein Mart, Inc. 2001 Omnibus Plan

10B Form of Option Award Agreement for Key Employees

10C Form of Option Award Agreement for Non-Employee
Directors

23A Consent of PricewaterhouseCoopers LLP

23B Consent of Foley & Lardner (included in Exhibit
5)