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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 30, 1999
REGISTRATION NO. 333-_______________

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-8
REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

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GERALD STEVENS, INC.
(Exact Name of Registrant as Specified in its Charter)

DELAWARE 41-0719035
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

301 EAST LAS OLAS BOULEVARD, SUITE 300
FORT LAUDERDALE, FLORIDA 33301
(954) 713-5000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)

FLORAFAX INTERNATIONAL, INC.
MANAGEMENT INCENTIVE STOCK PLAN

GERALD STEVENS, INC.
1998 STOCK OPTION PLAN

CALYX & COROLLA, INC.
1988 STOCK OPTION PLAN
(Full Title of the Plans)

GERALD R. GEDDIS
301 EAST LAS OLAS BOULEVARD, SUITE 300
FORT LAUDERDALE, FLORIDA 33301
(954) 713-5000

(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)

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COPIES OF ALL COMMUNICATIONS TO:

JONATHAN L. AWNER
AKERMAN, SENTERFITT & EIDSON, P.A.
ONE S.E. THIRD AVENUE, 28TH FLOOR
MIAMI, FLORIDA 33131-1714
(305) 374-5600

CALCULATION OF REGISTRATION FEE

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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED BE REGISTERED (1) PER SHARE(2) PRICE (2) REGISTRATION FEE
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Common stock,
par value $.01 per share 2,408,544 shares $12.125 $29,203,596 $8,118.60
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(1) The 2,408,544 shares of common stock being registered hereby include
500,000 shares of common stock issuable upon the exercise of stock options
which we may grant under our Florafax International, Inc. Management
Incentive Stock Plan, 342,500 shares of common stock issuable upon the
exercise of non-plan stock options which were granted to some of our former
executive officers pursuant to written agreements with those executives
prior to our business combination with Gerald Stevens Retail, Inc.,
1,428,778 shares of common stock issuable upon the exercise of stock
options which were granted by Gerald Stevens Retail under its Gerald
Stevens, Inc. 1998 Stock Option Plan and which we assumed in connection
with our business combination with Gerald Stevens Retail and 137,266 shares
of common stock issuable upon the exercise of stock options which were
granted by Calyx & Corolla, Inc. under its Calyx & Corolla, Inc. 1988 Stock
Option Plan and which we assumed in connection with our business
combination with Calyx & Corolla. Pursuant to Rule 416 under the Securities
Act of 1933, as amended, this registration statement also includes an
indeterminate number of additional shares that may become issuable pursuant
to the anti-dilution adjustment provisions of the plans or agreements
pursuant to which the options described herein were or may be granted.

(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended.
The proposed maximum offering price is based on the average of the high and
low sales prices on the Nasdaq National Market during the five trading days
ending August 27, 1999.
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PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

We will send documents containing the information specified in Part I of
Form S-8 to recipients of the options described in this document, as
appropriate, as specified by Rule 428(b)(1) under the Securities Act. We are not
filing these documents with the Commission. However, these documents, along with
the documents incorporated by reference into this registration statement, as
described in Item 3 of Part II, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents which we have filed with the Commission are
incorporated herein by reference:

(a) Our Annual Report on Form 10-KSB for the fiscal year ended
August 31, 1998, as amended on Amendment No. 1 to Form 10-KSB/A
and on Amendment No. 2 to Form 10-KSB/A.

(b) Our Final Prospectus, filed pursuant to Rule 424(b)(4), relating
to Registration Statement on Form S-3, Regis. No. 333-78597, as
amended.

(d) Our Quarterly Report on Form 10-QSB for the period ended November
30, 1998, as amended on Amendment No. 1 to Form 10-QSB/A.

(e) Our Quarterly Report on Form 10-QSB for the period ended February
28, 1999.

(f) Our Quarterly Report on Form 10-Q for the period ended May 31,
1999.

(g) Pages F-20 to F-127 and F-146 to F-151 of our Definitive Proxy
Statement on Schedule 14A, dated April 12, 1999.

(h) Our Current Report on Form 8-K, dated April 30, 1999, filed May 3,
1999.

(i) Our Current Report on Form 8-K, dated April 30, 1999, filed
May 17, 1999, as amended on Amendment No. 1 to Form 8-K/A, filed
June 4, 1999.

(j) Our Current Report on Form 8-K, dated July 30, 1999, filed
August 16, 1999.

(k) The description of our common stock in our Registration Statement
on Form 10, dated April 27, 1971.

In addition, all documents which we file with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, after the date of this registration statement and prior to the
termination of the offering shall be deemed to be incorporated by reference into
this registration statement and to be a part of this document from the date we
file it with the Commission. You should consider any statement contained in a
document incorporated by reference to be modified or superseded, for purposes of
the registration statement, to the extent that a statement contained in this
document, or in any other subsequently filed document which is incorporated by
reference, modifies or supersedes the statement. You should not consider any
such modified or superseded statement to constitute a part of the registration
statement except as it has been modified or superseded.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable. The class of securities to be offered is registered
under Section 12 of the Exchange Act.

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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Akerman, Senterfitt & Eidson, P.A., Miami, Florida, will pass upon the
validity of the shares registered by this document. Some of the attorneys
employed by Akerman, Senterfitt & Eidson, beneficially own shares of our common
stock as of the date hereof.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

(a) Section 145 of the General Corporation Law of Delaware permits
indemnification against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred in connection
with actions, suits or proceedings in which an officer, director, employee or
agent is a party by reason of the fact that he is or was such a director,
officer, employee or agent, if he 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 with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. However, in connection
with actions by or in the right of the corporation, indemnification is not
permitted if such person has been adjudged liable to the corporation unless the
court determines that, under all of the circumstances, such person is
nonetheless fairly and reasonably entitled to indemnity for such expenses as the
court deems proper.

Section 145 also permits a corporation to purchase and maintain
insurance on behalf of its directors and officers against any liability which
may be asserted against, or incurred by, such persons in their capacities as
directors or officers of the corporation whether or not that corporation would
have the power to indemnify such persons against such liabilities under the
provisions of such sections. We have purchased such insurance. Section 145
further provides that the statutory provision is not exclusive of any other
right to which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholders or independent
directors, or otherwise, both as to action in such person's official capacity
and as to action in another capacity while holding such office.

(b) Article 8 of our Restated Certificate of Incorporation permits, and
Article 7 of our Bylaws provides for, indemnification of directors, officers,
employees and agents to the fullest extent permitted by law.

(c) We maintain directors and officers liability insurance coverage for
our directors and officers and those of our subsidiaries and for certain other
executive employees. This coverage insures these persons against certain losses
that may be incurred by them in their respective capacities as our directors,
officers or employees, with respect to which they may or may not be indemnified
under the provisions of our Restated Certificate of Incorporation or Bylaws.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

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ITEM 8. EXHIBITS.

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

EXHIBIT
NUMBER DESCRIPTION
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4.1 -- Restated Certificate of Incorporation of Gerald
Stevens (incorporated by reference to Exhibit 3.2 of
the Gerald Stevens' Current Report on Form 8-K dated
April 30, 1999).

4.2 -- Bylaws of Gerald Stevens (incorporated by reference
to Exhibit 3.2 of the Gerald Stevens' Registration
Statement on Form S-3 -- File No. 333-78597).

5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A.

10.1 -- Florafax International, Inc. Management Incentive
Stock Plan.

10.2 -- First Amendment to Florafax International, Inc.
Management Incentive Stock Plan.

10.3 -- Gerald Stevens, Inc. 1998 Stock Option Plan.

10.4 -- Non-Qualified Option Agreement of Andrew W. Williams
(incorporated by reference to Exhibit 10(c) of Gerald
Stevens' Annual Report on Form 10-KSB for the year
ended August 31, 1997).

10.5 -- Non-Qualified Option Agreement of James H. West
(incorporated by reference to Exhibit 10(d) of Gerald
Stevens Annual Report on Form 10-KSB for the period
ended August 31, 1997).

10.6 -- Non-Qualified Option Agreement of Kelly S. McMakin
(incorporated by reference to Exhibit 10(e) of Gerald
Stevens Annual Report on Form 10-KSB for the period
ended August 31, 1997).

10.7 -- Non-Qualified Option Agreement of James L. Pagano.

10.8 -- Non-Qualified Option Agreement of T. Craig Benson.

10.9 -- Calyx & Corolla, Inc. 1988 Stock Option Plan.

23.1 -- Consent of Arthur Andersen LLP.

23.2 -- Consent of PricewaterhouseCoopers LLP.

23.3 -- Consent of Ernst & Young LLP.

23.4 -- Consent of Adair, Fuller, Witcher & Malcom, P.A.

23.5 -- Consent of Deloitte & Touche, LLP.

23.6 -- Consent of Akerman, Senterfitt & Eidson, P.A.
(included in opinion filed as Exhibit 5.1).

24.1 -- Powers of Attorney -- included as part of the
signature page hereto.

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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.

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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 the registration statement; and

(iii) 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;

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

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

(c) 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 foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the 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 by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by a 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 of 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.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant, Gerald Stevens, Inc., 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 the
undersigned, thereunto duly authorized, in the city of Fort Lauderdale, state of
Florida, on the 30th day of August, 1999.

GERALD STEVENS, INC.

By: /s/ Gerald R. Geddis
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Gerald R. Geddis
President, Chief Executive Officer and
Director

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Gerald R. Geddis and Adam D. Phillips, and each
of them, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, 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 any of them, or their 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 below by the following persons in their
capacities on the date indicated.

SIGNATURES TITLE(S) DATE
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/s/ Gerald R. Geddis President, Chief Executive August 30, 1999
- ----------------------------- Officer and Director (Principal
Gerald R. Geddis Executive Officer)

/s/ Albert J. Detz Senior Vice President and Chief August 30, 1999
- ----------------------------- Financial Officer (Principal
Albert J. Detz Financial and Principal
Accounting Officer)

/s/ Steven R. Berrard Director August 30, 1999
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Steven R. Berrard

/s/ Thomas C. Byrne Director August 30, 1999
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Thomas C. Byrne

/s/ Andrew W. Williams Director August 30, 1999
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Andrew W. Williams

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