As filed with the Securities and Exchange Commission on August 7, 2001
Registration No. 333-39323
33-88176

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

Post Effective Amendment
to
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 EMPLOYEE STOCK 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

This Post Effective Amendment is filed to report the termination of the
Stein Mart Employee Stock Plan. The Stein Mart Employee Stock Plan was
terminated on May 8, 2001 and is being replaced with the Stein Mart Inc.
2001 Omnibus Plan for which a new registration statement on Form S-8 is being
filed concurrently herewith.

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