SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


For the quarterly period ended                           Commission file number
        June 29, 1996                                            0-20052


                                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 Number)


1200 Riverplace Blvd., Jacksonville, Florida                      32207
  (Address of principal executive offices)                        (Zip Code)


                                 (904) 346-1500
              (Registrant's telephone number, including area code)




Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.

                                          Yes X No


At August 9, 1996, the latest  practicable  date,  there were 22,498,579  shares
outstanding of Common Stock, $.01 par value.



<PAGE>



                                Stein Mart, Inc.

                               Index to Form 10-Q


                                                                           Page

PART I - FINANCIAL INFORMATION


    Item 1.    Financial Statements:
                  Balance Sheets at June 29, 1996, December 30,
                      1995 and July 1, 1995                                 3
                  Statement of Income for the three months and six months
                      ended June 29, 1996 and July 1, 1995                  4
                  Statement of Cash Flows for the six months ended
                      June 29, 1996 and July 1, 1995                        5
                  Notes to Financial Statements                             6


    Item 2.    Management's Discussion and Analysis of Financial
               Condition and Results of Operations                          7-10



PART II - OTHER INFORMATION                                                 11



    Item 1.    Legal Proceedings

    Item 2.    Changes in Securities

    Item 3.    Defaults Upon  Senior Securities

    Item 4.    Submission of Matters to a Vote of Security Holders

    Item 5.    Other Information

    Item 6.    Exhibits and Reports on Form 8-K


SIGNATURES                                                                  12




                                        2


<PAGE>

<TABLE>



                                Stein Mart, Inc.
                                  Balance Sheet
                                 (In Thousands)
<CAPTION>

                                                                                  June 29,        December 30,     July 1,
                                                                                    1996              1995          1995
                                                                                 -----------      ------------    -----------
                                                                                 (Unaudited)                      (Unaudited)
<S>                                                                              <C>              <C>             <C>    
ASSETS
Current Assets:
   Cash and Cash Equivalents                                                     $     6,326      $    15,141     $     4,888
   Trade and Other Receivables                                                         1,213            1,311           1,533
   Inventories                                                                       140,479          112,961         111,441
   Prepaid Expenses and Other Current Assets                                           2,750            1,955           1,974
                                                                                 -----------      ------------    -----------
        Total Current Assets                                                         150,768          131,368         119,836

Property and Equipment, Net                                                           44,288           40,691          35,806
Other Assets                                                                           1,350            1,458           2,764
                                                                                 -----------      ------------    -----------
        Total Assets                                                             $   196,406      $   173,517     $   158,406
                                                                                 ===========      ============    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities:
   Accounts Payable                                                              $    39,323      $    47,616     $    32,630
   Accrued Liabilities                                                                14,064           14,622          10,058
   Income Taxes Payable                                                                3,448            5,445           2,055
                                                                                 -----------      ------------    -----------
        Total Current Liabilities                                                     56,835           67,683          44,743

Notes Payable to Bank                                                                 28,527                1          21,830

Deferred Income Taxes                                                                  4,397            4,397           3,324
                                                                                 -----------      ------------    -----------
        Total Liabilities                                                             89,759           72,081          69,897

Stockholders' Equity:
   Preferred stock - $.01 par value; 1,000,000 shares
     authorized; there are no shares outstanding
   Common  stock - $.01 par  value;  50,000,000  shares  authorized;  22,172,171
     shares issued and  outstanding at June 29, 1996;  22,365,584  shares issued
     and  outstanding  at December  30, 1995 and  22,444,948  shares  issued and
     outstanding
     at July 1, 1995                                                                     222              224             224
     Paid-in Capital                                                                  34,220           36,155          37,018
     Retained Earnings                                                                72,205           65,057          51,267
                                                                                 -----------      ------------    -----------
        Total Stockholders' Equity                                                   106,647          101,436          88,509
                                                                                 -----------      ------------    -----------
        Total Liabilities and Stockholders' Equity                               $   196,406      $   173,517     $   158,406
                                                                                 ===========      ============    ===========

   The accompanying notes are an integral part of these financial statements.
</TABLE>


                                        3



<PAGE>

<TABLE>




                                Stein Mart, Inc.
                               Statement of Income
                                   (Unaudited)
                     (In Thousands Except Per Share Amounts)
<CAPTION>



                                                          For The                           For The
                                                     Three Months Ended                Six Months Ended
                                                 --------------------------        --------------------------
                                                  June 29,         July 1,           June 29,         July 1,
                                                    1996            1995              1996             1995
                                                 ----------      ----------        ----------      ----------
<S>                                              <C>             <C>               <C>             <C>    

Net Sales                                        $  149,400      $  116,530        $  257,917      $  204,239
Cost of Merchandise Sold                            106,597          83,377           190,234         152,023
                                                 ----------      ----------        ----------      ----------

     Gross Profit                                    42,803          33,153            67,683          52,216

Selling, General and Administrative Expenses         31,756          25,889            58,919          48,038
Other Income, Net                                     1,978           1,579             3,619           2,747
                                                 ----------      ----------        ----------      ----------

     Income From Operations                          13,025           8,843            12,383           6,925

Interest Expense                                        383             271               665             420
                                                 ----------      ----------        ----------      ----------

Income Before Income Taxes                           12,642           8,572            11,718           6,505
Provision for Income Taxes                            4,930           3,343             4,570           2,537
                                                 ----------      ----------        ----------      ----------

     Net Income                                   $   7,712      $    5,229        $    7,148      $    3,968
                                                 ==========      ==========        ==========      ==========

Weighted Average Shares Outstanding                  23,504          23,536           23,430           23,586

Net Income Per Share                             $     0.33           $0.22        $    0.31            $0.17
                                                 ==========      ==========        ==========      ==========










   The accompanying notes are an integral part of these financial statements.
</TABLE>


                                        4



<PAGE>

<TABLE>



                                Stein Mart, Inc.
                             Statement of Cash Flows
                                   (Unaudited)
                                 (In Thousands)
<CAPTION>

                                                                                     For The
                                                                                Six Months Ended
                                                                       -----------------------------------
                                                                       June 29, 1996          July 1, 1995
                                                                       -------------          ------------
<S>                                                                    <C>                    <C>    
Cash Flow from Operating Activities:
   Net Income                                                          $      7,148           $     3,968
   Adjustments to Reconcile Net Income to Net Cash Used In
      Operating Activities:
         Depreciation and Amortization                                        3,129                 2,415
         (Increase) Decrease In:
             Trade and Other Receivables                                         98                  (533)
             Inventories                                                    (27,518)              (16,497)
             Prepaid Expenses and Other Current Assets                         (795)                 (107)
             Other Assets                                                       108                    97
          Increase (Decrease) In: 
             Accounts Payable                                                (8,293)              (14,390)
             Accrued Liabilities                                               (558)               (2,721)
             Income Taxes Payable                                            (1,997)               (3,583)
                                                                       -------------          ------------

   Net Cash Used in Operating Activities                                    (28,678)              (31,351)
                                                                       -------------          ------------

Cash Flows Used in Investing Activities:
   Net Acquisition of Property and Equipment                                 (6,726)               (6,148)
                                                                       -------------          ------------

Cash Flows from Financing Activities:
   Net Borrowings Under Notes Payable to Bank                                28,526                21,829
   Proceeds from Exercise of Stock Options and Related
          Income Tax Benefits                                                   689                    88
   Purchase of Common Stock                                                  (2,626)                 (824)
                                                                       -------------          ------------
   Net Cash Provided By Financing Activities                                 26,589                21,093
                                                                       -------------          ------------

Net Decrease in Cash and Cash Equivalents                                    (8,815)              (16,406)

Cash and Cash Equivalents at Beginning of Year                               15,141                21,294
                                                                       -------------          ------------

Cash and Cash Equivalents at End of Period                             $      6,326           $     4,888
                                                                       =============          ============

Supplemental Disclosures of Cash Flow Information:
   Interest Paid                                                       $        516           $       281
   Income Taxes Paid                                                          6,254                 6,067

         The accompanying notes are an integral part of these financial statements.
</TABLE>



                                        5



<PAGE>


                   
                                       STEIN MART, INC.

                                NOTES TO FINANCIAL STATEMENTS
                                         (UNAUDITED)

BASIS OF PRESENTATION

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and with the  instructions to Form 10-Q.  Accordingly,  they do not
include all of the  information  and  footnotes  required by generally  accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three month and six month periods are not necessarily  indicative of the results
that may be expected for the entire year. For further information,  refer to the
financial  statements  and footnotes  thereto  included in the Stein Mart,  Inc.
annual report on Form 10-K for the year ended December 30, 1995.

NOTES PAYABLE TO BANK

     In June 1996,  the  Company  amended  its  revolving  credit  agreement  to
increase the total amount  available  to $40 million,  to extend the  expiration
date to June 29, 1999 and to extend the expiration  date of the letter of credit
facility to June 30, 1997.  Interest is payable,  at the  Company's  option,  at
1.50% below the prime rate or at .5% over the London  Inter-Bank  Offering  Rate
(LIBOR).  An additional  $10 million  seasonal line of credit is available  each
year from March 15 through June 30 and from September 15 through December 31.

COMMON STOCK REPURCHASE

     In February  1996,  the Board of Directors  authorized the repurchase of an
additional  500,000  shares of the  Company's  common  stock in the open market,
bringing the total repurchases  authorized to 1,000,000  shares.  During the six
months  ended  June  29,  1996,  the  Company  repurchased  270,000  shares  for
$2,626,000  and  during the six months  ended July 1, 1995,  repurchased  72,500
shares for $824,000.

EARNINGS PER SHARE

     Net income per share is  computed by  dividing  net income by the  weighted
average  number of shares of common  stock  outstanding  plus the  common  stock
equivalents related to stock options for each period.







                                        6


<PAGE>


                                       STEIN MART, INC.
 
                           MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                         FINANCIAL CONDITION AND RESULTS OF OPERATIONS



RESULTS OF OPERATIONS

For the three  months ended June 29, 1996  compared  with the three months ended
July 1, 1995:

Seven stores were opened  during the second  quarter this year,  bringing to 109
the number of stores in operation  this year  compared to 89 stores in operation
at the end of the second quarter of 1995.

Net sales for the  quarter  ended  June 29,  1996 were  $149.4  million,  a 28.2
percent  increase  over the  $116.5  million  for the  second  quarter  of 1995.
Comparable  store net sales  increased  9.7 percent  from the second  quarter of
1995.

Gross profit for the quarter ended June 29, 1996 increased to $42.8  million,  a
29.1 percent  increase  over the $33.2  million for the second  quarter of 1995.
Gross profit as a percent of net sales increased 0.2 percent to 28.7 percent for
the second quarter this year from 28.5 percent for the second quarter last year.
This increase resulted  primarily from leveraging of occupancy costs,  partially
offset by slightly higher markdowns.

For the quarter ended June 29, 1996 selling, general and administrative expenses
were $31.8 million, or 21.3 percent of net sales,  compared to $25.9 million, or
22.2 percent of net sales for the same 1995 quarter.  The $5.9 million  increase
in  selling,  general  and  administrative  expenses  is  primarily  due  to the
additional  stores in operation during the second quarter of 1996 as compared to
the  number of stores in  operation  during  the  second  quarter  of 1995.  The
decrease of 0.9 percent of sales  resulted from  leveraging of selling,  general
and administrative expenses.

Other income, primarily from in-store leased shoe departments, increased to $2.0
million for the second  quarter of 1996  compared to $1.6 million for the second
quarter of 1995.  The increase  resulted  from the  additional  stores  operated
during the quarter this year.

Interest  expense was $383,000  for the second  quarter of 1996 and $271,000 for
the second quarter of 1995. The $112,000  increase in interest  expense resulted
from  increased  borrowings  for  working  capital  for the  additional  stores,
partially offset by lower interest rates than were in effect last year.

The effective tax rate of 39.0 percent remained  constant for the second quarter
of both years.

Net income for the  second  quarter of 1996 was $7.7  million or $0.33 per share
compared to net income of $5.2 million or $0.22 per share for the second quarter
of 1995.



                                        7


<PAGE>


                                       STEIN MART, INC.

                            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                         FINANCIAL CONDITION AND RESULTS OF OPERATIONS




RESULTS OF OPERATIONS (continued)

For the six months ended June 29, 1996  compared  with the six months ended July
1, 1995:

Ten stores were opened  during the first six months of 1996 and nine stores were
opened during the first six months of 1995.

Net sales for the first six months of 1996 were $257.9  million,  a 26.3 percent
increase  over  sales of  $204.2  million  for the  first  six  months  of 1995.
Comparable  store net sales for the first six  months of 1996  increased  by 6.8
percent from the first six months of 1995.

Gross profit for the first six months of 1996 was $67.7  million or 26.2 percent
of net sales compared to $52.2 million or 25.6 percent of net sales for the same
six month  period of 1995.  The increase in the gross  profit  percent  resulted
primarily from a slight improvement in markup and leveraging of occupancy costs.

Selling,  general and administrative expenses were $58.9 million or 22.8 percent
of net sales for the first six months of 1996 and $48.0  million or 23.5 percent
for the first six months of 1995. The $10.9 million increase in selling, general
and  administrative  expenses  is  primarily  due to the  additional  stores  in
operation  during  the first six  months of 1996 as  compared  to the  number of
stores in  operation  during the first six months of 1995.  The  decrease of 0.7
percent of sales resulted from leveraging of selling, general and administrative
expenses.

Other income, primarily from in-store leased shoe departments, increased to $3.6
million for the first half of 1996  compared to $2.7  million for the first half
of 1995. The increase  resulted from the additional  stores  operated during the
first six months  this year and from the  fragrance  department  which  became a
leased operation at the beginning of the second quarter of 1995.

Interest  expense was  $665,000  for the first half of 1996 and $420,000 for the
first half of 1995.  The increase in interest  expense  resulted from  increased
borrowings for working capital for the additional  stores,  partially  offset by
lower interest rates than were in effect last year.

The effective tax rate of 39.0 percent  remained  constant for the first half of
both years.

Net income for the first six months of 1996 was $7.1  million or $0.31 per share
compared  to net  income  of $4.0  million  or $0.17 per share for the first six
months of 1995.





                                        8


<PAGE>

<TABLE>


                                STEIN MART, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS




RESULTS OF OPERATIONS (continued)

The information in the following table is presented as a percentage of net sales
for the periods indicated:
<CAPTION>


                                              Quarter Ended                Six Months Ended
                                         -----------------------        -----------------------
                                          6/29/96        7/1/95          6/29/96        7/1/95
                                         --------       --------        --------       --------
<S>                                        <C>            <C>             <C>            <C>   

Net Sales                                  100.0%         100.0%          100.0%         100.0%
Cost of Merchandise Sold                    71.3           71.5            73.8           74.4
                                         --------       --------        --------       --------
     Gross Profit                           28.7           28.5            26.2           25.6
Selling, General and
     Administrative Expenses                21.3           22.2            22.8           23.5
Other Income, Net                            1.3            1.3             1.4            1.3
                                         --------       --------        --------       --------
     Income from Operations                  8.7            7.6             4.8            3.4
Interest Expense                             0.2            0.2             0.3            0.2
                                         ---------      --------        --------       --------
     Income before Income Taxes              8.5            7.4             4.5            3.2
Provision for Income Taxes                   3.3            2.9             1.7            1.3
                                         --------       --------        --------       --------
     Net Income                              5.2%           4.5%            2.8%           1.9%
                                         ========       ========        ========       ========

</TABLE>





                                        9


<PAGE>


                                STEIN MART, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS



LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating activities was $28.7 million and $31.4 million during
the first six  months of 1996 and 1995,  respectively.  During the first half of
both years  cash was used to  acquire  inventory  for the  additional  stores in
operation  and to  reduce  the net  amount  of  current  liabilities.  Based  on
historical  cash flow  results,  operating  activities  are  expected to produce
positive cash flow for the year ending December 28, 1996.

During  the first  six  months  of 1996 and  1995,  cash flow used in  investing
activities was $6.7 million and $6.1 million  respectively,  for  acquisition of
fixtures,  equipment,  and leasehold  improvements  for new stores,  information
system   enhancements  and  improvements  to  existing  stores.   Total  capital
expenditures for 1996 are projected to be approximately $15.0 million.

Cash flow from  financing  activities was $26.6 million for the first six months
of 1996 and $21.1  million for the first six months of 1995 which  reflected  in
both periods net borrowing  under the Company's  revolving  credit  agreement to
meet seasonal working capital requirements.  Also during the first half of 1996,
cash was used to repurchase  270,000  shares of the  Company's  common stock for
$2.6 million and in last year's first half 72,500  shares were  repurchased  for
$0.8 million.

The  Company  believes  that  cash flow  generated  from  operating  activities,
combined  with  the  revolving  credit  agreement  and  vendor  credit,  will be
sufficient  to fund  current  and  long-term  capital  expenditures  and working
capital requirements.


SEASONALITY AND INFLATION

The  Company's  business is seasonal  in nature with the fourth  quarter,  which
includes the Christmas selling season,  historically  accounting for the largest
percentage  of the Company's  net sales and  operating  income.  During the last
three years,  the fourth quarter  accounted for  approximately 37 percent of the
Company's  annual  net  sales  and 64  percent  of  the  Company's  income  from
operations.  Accordingly,  selling,  general  and  administrative  expenses  are
typically higher as a percentage of net sales during the first three quarters of
each year.

Inflation  affects  the  costs  incurred  by  the  Company  in the  purchase  of
merchandise,  the  leasing  of its  stores,  and in  certain  components  of its
selling, general and administrative expenses. The Company has been successful in
offsetting the effects of inflation  through the control of expenses  during the
past three years.  However,  there can be no assurance  that  inflation will not
have a material effect in the future.




                                       10


<PAGE>
                                STEIN MART, INC.
 
                          PART II - OTHER INFORMATION


Item 1.  Legal Proceedings - None


Item 2.  Changes in Securities - None


Item 3.  Defaults Upon Senior Securities - None


Item 4.  Submission of Matters to a Vote of Security Holders
             The company held its 1996 annual meeting of stockholders on May 13,
           1996.  At the meeting all of the Company's directors were elected to 
           serve for one-year terms. The vote for each nominee for director was 
           as follows:
                                                                       Votes
                  Name of Director              Votes FOR              Withheld
                  ----------------              ---------              --------
                  Jay Stein                     19,627,822               59,923
                  John H. Williams, Jr.         19,636,725               51,020
                  Mason Allen                   19,636,475               51,270
                  Robert D. Davis               19,635,525               52,220
                  Albert Ernest, Jr.            19,634,175               53,570
                  Mitchell W. Legler            19,635,222               52,523
                  James H. Winston              19,634,322               53,423

                  At  the  meeting,  the  shareholders  also  voted  to  approve
               amending  the Stein  Mart  Employee  Stock  Plan (the  "Plan") to
               increase the number of shares of Company  Common Stock covered by
               the Plan by 542,000 shares,  from 2,458,000 to 3,000,000  shares.
               The  vote on the  amendment  was as  follows:  18,659,528  shares
               "for,"  307,395 shares  "against," and 549,561 shares  "abstain,"
               with 171,261 shares constituting broker non-votes.


Item 5.    Other Information - None


Item 6.    Exhibits and Reports on Form 8-K
               (a)  Exhibit 10 - Documents Relating to Loan Agreement
                       a.) Fourth Amendment to Loan Agreement effective 
                           June 4, 1996

                       b.) Renewal Promissory Note for $40,000,000 effective
                           June 4, 1996

                      c.) Seasonal Promissory Note for $10,000,000 effective
                          June 4, 1996

                    Exhibit 27 - Financial Data Schedule

               (b) No reports on Form 8-K were filed  during the  quarter  ended
                   June 29, 1996.

                                       11


<PAGE>



                                          SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                           Stein Mart, Inc.


Date:   August 9, 1996                                /s/ John H. Williams, Jr.
        --------------                       ----------------------------------
                                                          John H. Williams, Jr.
                                             President, Chief Operating Officer



                                                             /s/ James G. Delfs
                                             ---------------------------------- 
                                                          Senior Vice President,
                                                        Chief Financial Officer



                                       12




                                                                   EXHIBIT 10(a)

                       FOURTH AMENDMENT TO LOAN AGREEMENT
                       ----------------------------------


    THIS AMENDMENT is made as of the 4th day of June, 1996, by and between STEIN
MART, INC. (the "Borrower") and BARNETT BANK OF JACKSONVILLE, N.A. (the "Bank").

                                    Recitals

        The Borrower  and the Bank  entered  into an Amended and  Restated  Loan
Agreement (as amended from time to time, the "Loan  Agreement") dated as of June
29, 1993, pursuant to which the Bank has provided a credit facility to the
Borrower.  The parties amended the Loan Agreement as of June 29, 1994, June 29,
1995 and September 20, 1995, and the parties wish to further amend the Loan
Agreement in accordance with the terms hereof.

        NOW, THEREFORE, for good and valuable consideration, the parties agree
as follows:

        1. Article I of the Loan Agreement is hereby amended so that, from and
after the date hereof, such Article shall read as follows:

                                    ARTICLE I
                              BORROWING AND PAYMENT
                              ---------------------

               1.01    REVOLVING CREDIT ADVANCES.
                       --------------------------

                      (a) REVOLVING LINE OF CREDIT.  The Bank hereby establishes
               in favor of the Borrower a revolving line of credit. The Borrower
               shall be entitled to borrow, repay and reborrow funds from the
               Bank in accordance with the terms hereof so long as the total
               principal amount owed to the Bank under the revolving line of
               credit does not exceed $40,000,000.00
 (or such lesser amount as
               is set forth herein) (the "Revolving Credit Amount") from the
               date hereof through June 29, 1999. The Bank's  obligation to make
               advances  under the revolving  line of credit shall  terminate on
               June 29,  1999,  or such earlier date as is set forth herein (the
               "Revolving Credit Expiration  Date").  This indebtedness shall be
               evidenced  by a  promissory  note dated June 4, 1996 (as amended,
               extended  or renewed  from time to time,  the  "Revolving  Note")
               executed  by the  Borrower  in favor of the Bank in the  original
               principal amount of $40,000,000.00. The Revolving Note shall bear
               interest  at the rate set forth  therein  and shall be payable as
               set forth therein.

                      (b) ADVANCES.  The Bank shall make all advances  under the
               Revolving  Note by crediting the  Borrower's  account  maintained
               with the Bank.  Each advance  under the  Revolving  Note shall be
               made by the Bank in an amount  necessary  to cover (i) all checks
               and drafts of the Borrower presented to the Bank for payment and

                                       13


<PAGE>


                                                                   EXHIBIT 10(a)

               properly  chargeable to the  Borrower,  and (ii) all interest and
               facility  fees  to be  charged  to  the  Borrower,  with  written
               confirmation  by the Bank of debits and credits to such  account.
               The Bank shall not be required to make any advance  hereunder  or
               under the Revolving  Note if as of the time of such advance:  (i)
               the Bank's  obligation to make advances  hereunder has terminated
               or expired;  (ii) a Default or Event of Default  (as  hereinafter
               defined) has occurred;  or (iii) any condition to the advance set
               forth  herein  or in any  other  Loan  Document  (as  hereinafter
               defined) has not been satisfied.

                      (c)  COMMITMENT  FEE.  The  Borrower  shall pay the Bank a
               commitment  fee  on  the  daily  average  unused  amount  of  the
               revolving  line of credit  evidenced by the Revolving Note during
               the  term  of  the  line  of  credit  until  the   expiration  or
               termination  of such line of credit at the rate of  one-eighth of
               one percent (0.125%) per annum  (calculated on the basis of a 365
               day year).  The Borrower  shall pay the fee  quarterly in arrears
               within 15 days after each  September  30,  December 31, March 31,
               and June 30  during  the term of the  line of  credit  and on the
               termination or expiration of the line of credit.

               1.02   SEASONAL CREDIT ADVANCES.
                      ------------------------

                      (a) SEASONAL LINE OF CREDIT.  The Bank hereby  establishes
               in favor of the Borrower a seasonal line of credit.  The Borrower
               shall be entitled to borrow,  repay and  reborrow  funds from the
               Bank in accordance  with the terms hereof under the seasonal line
               of credit during each Seasonal  Period (as defined  herein).  For
               purposes hereof, a "Seasonal  Period" shall mean: (i) each period
               commencing on March 15 of each year and ending on June 30 of such
               year;  (ii) each period  commencing  on September 15 of each year
               and  ending on  December  31 of such  year;  and (iii) such other
               periods as the Bank may, upon request of the Borrower,  designate
               as  Seasonal  Periods  by  written  notice  to the  Borrower.  No
               Seasonal  Period shall in any event extend  beyond or occur after
               June  29,  1999,  and the  Borrower  shall  not in any  event  be
               entitled to obtain  advances under the seasonal line of credit on
               or after June 30, 1999.  The total  principal  amount owed to the
               Bank  under the  seasonal  line of  credit  shall not at any time
               exceed  $10,000,000.00  (or such  lesser  amount  as is set forth
               herein) during any Seasonal Period.  This  indebtedness  shall be
               evidenced  by a  promissory  note dated June 4, 1996 (as amended,
               extended  or  renewed  from time to time,  the  "Seasonal  Note")
               executed  by the  Borrower  in favor of the Bank in the  original
               principal amount of $10,000,000.00.  The Seasonal Note shall bear
               interest  at the rate set forth  therein  and shall be payable as
               set forth therein.

                      (b)    ADVANCES.
                             --------


                                       14


<PAGE>


                                                                   EXHIBIT 10(a)

                             (i) The Bank  shall  make all  advances  under  the
                      Seasonal   Note  by  crediting  the   Borrower's   account
                      maintained  with the Bank.  The Bank shall not be required
                      to make any advance  hereunder or under the Seasonal  Note
                      if as of  the  time  of  such  advance:  (aa)  the  Bank's
                      obligation  to make advances  hereunder has  terminated or
                      expired;   (bb)  a  Default  or  Event  of   Default   (as
                      hereinafter  defined) has occurred;  or (cc) any condition
                      to the  advance  set forth  herein  or in any  other  Loan
                      Document (as hereinafter defined) has not been satisfied.

                             (ii) The parties agree that the Borrower  shall not
                      be entitled to obtain any advances under the Seasonal Note
                      unless:  (aa) the outstanding  principal balance under the
                      Revolving   Note,   together   with  the  face  amount  of
                      outstanding  drafts  accepted  by  the  Bank  pursuant  to
                      Section 1.03 hereof,  is  $40,000,000;  and (bb) all other
                      conditions  to advances  under the Seasonal Note have been
                      satisfied.  The parties  further  agree that all principal
                      payments  under the  Revolving  Note and the Seasonal Note
                      shall be applied first to the Seasonal Note for so long as
                      principal  amounts are outstanding  thereunder and then to
                      the Revolving Note.

                      (c)  COMMITMENT  FEE.  The  Borrower  shall pay the Bank a
               commitment fee on the daily average unused amount of the seasonal
               line  of  credit  evidenced  by the  Seasonal  Note  during  each
               Seasonal Period at the rate of one-eighth of one percent (0.125%)
               per  annum  (calculated  on the  basis  of a 365 day  year).  The
               Borrower  shall pay the fee  quarterly in arrears  within 15 days
               after  each  September  30,  December  31,  March 31, and June 30
               during the term of the line of credit and on the  termination  or
               expiration of the line of credit.

               1.03  ACCEPTANCES.  Subject to the terms set forth  herein and in
        that certain Acceptance Credit Agreement dated June 29, 1992, as amended
        or restated  from time to time,  between the  Borrower  and the Bank (as
        amended or  restated  from time to time,  the  "Acceptance  Agreement"),
        prior to the Revolving Credit  Expiration Date, the Bank shall from time
        to time make available to the Borrower an acceptance  facility  pursuant
        to which the Bank may accept drafts drawn upon it by the Borrower  (each
        an  "Acceptance")  pursuant to the Acceptance  Agreement.  The aggregate
        face amount of outstanding  drafts drawn by the Borrower and accepted by
        the Bank pursuant to the Acceptance  Agreement shall not at any one time
        exceed  $10,000,000.00.  In  addition,  such  aggregate  face  amount of
        outstanding  drafts,  when combined with amounts  outstanding  under the
        Revolving  Note,  shall not at any one time exceed the Revolving  Credit
        Amount. Upon any issuance of an Acceptance hereunder, and for so long as
        such Acceptance is outstanding,  the amount available for advances under
        the Revolving  Note shall be  immediately  reduced by the face amount of
        such Acceptance.  The Bank shall not be required to issue any Acceptance
        which has a maturity date after the Revolving  Credit  Expiration  Date.
        Upon the Bank's payment of an Acceptance

                                       15


<PAGE>

                                                                   EXHIBIT 10(a)

        upon maturity thereof, an advance under the Revolving Note shall be made
        to the  Bank  to  reimburse  it for  such  payment.  If any  outstanding
        Acceptance  matures after the  Revolving  Credit  Expiration  Date or if
        funds are not then available for advances under the Revolving  Note, the
        Borrower  shall upon maturity  reimburse the Bank for the face amount of
        the  Acceptance  and for such other  amounts as may be due in connection
        therewith  in  accordance  with the  Acceptance  Agreement.  The parties
        acknowledge that the Bank may at any time sell,  rediscount or otherwise
        dispose of any Acceptances discounted by it.

               1.04 LETTERS OF CREDIT.  The Bank hereby  establishes a letter of
        credit  facility  in an  amount  not to  exceed  $4,000,000.00  for  the
        issuance of standby and  commercial  letters of credit (the  "Letters of
        Credit").  From time to time prior to June 30, 1997, the Bank,  upon the
        Borrower's request, may issue Letters of Credit. The Borrower shall give
        the Bank at least one  business  day's notice  prior to  requesting  the
        issuance of any Letter of Credit, and shall, with such request, fill out
        an  application  in form  acceptable to the Bank and execute such terms,
        conditions  and   reimbursement   agreements   (each,  a  "Reimbursement
        Agreement")  concerning  such Letter of Credit as the Bank may  require.
        The  amount  available  under the  letter of  credit  facility  shall be
        reduced by the face amount of  outstanding  Letters of Credit  (together
        with the amount of drafts under Letters of Credit no longer  outstanding
        for which the Bank has not been  reimbursed).  No Letter of Credit shall
        be issued which could be drawn on after the Revolving Credit  Expiration
        Date. In the event of a draw on a Letter of Credit, an advance under the
        Revolving  Note or, if  advances  are  available  thereunder,  under the
        Seasonal  Note,  shall  be made to the  extent  that  amounts  are  then
        available for borrowing  under such notes to reimburse the Bank for such
        draw. If any draw is made under any Letter of Credit after the Revolving
        Credit  Expiration  Date or if funds are not then available for advances
        under such notes,  the Borrower shall  immediately upon demand reimburse
        the Bank for the amount of the draw together  with interest  thereon and
        such  other  amounts  as may be due under any  applicable  Reimbursement
        Agreement. As to any Letter of Credit issued, the Borrower agrees to pay
        the  Bank  upon  demand  any  applicable  fees  assessed  by the Bank in
        connection therewith,  including, without limitation,  issuance fees and
        negotiation fees. The Bank shall not in any event be required to issue a
        Letter of Credit after the  occurrence  of a Default or Event of Default
        hereunder.

               1.05   OTHER DOCUMENTS AND RELATED TERMS.  For purposes of this
        Agreement, the following terms shall have the following meanings:

                      (a)  "Indebtedness"  shall  mean  all  obligations  of the
               Borrower to the Bank now or hereafter  due under the Note and the
               other Loan Documents.

                      (b) "Loan  Documents"  shall  mean and  include  this Loan
               Agreement  (as  amended  or  restated  from  time to  time),  the
               Revolving  Note, the Seasonal Note,  each Letter of Credit,  each
               Reimbursement Agreement, each Acceptance, the Acceptance

                                       16


<PAGE>
                                                                   EXHIBIT 10(a)

               Agreement, the Insurance Assignments (as hereinafter defined) and
               all documents related to the foregoing documents.

                      (c)    "Note" shall mean each of and both of the Revolving
               Note and the Seasonal Note.

                      (d)  "Subsidiary"  shall mean and include any partnership,
               corporation  or other  entity if the  Borrower  at any time on or
               after the date hereof  directly or indirectly  owns or controls a
               majority of the equity or voting  interests in such  partnership,
               corporation or entity.

        2. Section 4.08 of the Loan  Agreement is hereby  amended so that,  from
and after the date hereof, such section shall read as follows:

               4.08   FINANCIAL COVENANTS.  The Borrower and its Subsidiaries 
        shall comply at all times with the following financial covenants.  Each
        of the financial covenants shall be calculated on a consolidated basis
        for the Borrower and its Subsidiaries.

                      (a) CASH FLOW COVERAGE.  The Borrower's Cash Flow Coverage
               Ratio  shall not be less than 1.2 to 1 as of the first day of any
               fiscal quarter. For purposes hereof, the Cash Flow Coverage Ratio
               shall mean the  Borrower's  Adjusted  Income (as defined  herein)
               divided  by  its  Fixed   Charges  (as  defined   herein).   This
               computation  will be made using a moving  average of four  fiscal
               quarters  which  will  include  the  fiscal  quarter  just  ended
               together  with the three fiscal  quarters  immediately  preceding
               such quarter. For purposes hereof, the following terms shall have
               the following meanings:

                             (i)  "Adjusted   Income"   shall  mean:   (aa)  the
                      Borrower's consolidated net income before interest, income
                      taxes,  depreciation  and  amortization;   plus  (bb)  the
                      Borrower's  consolidated  lease and rental expenses;  less
                      (cc)  the   Borrower's   consolidated   unfunded   capital
                      expenditures;  and  less  (dd) all  dividends  paid by the
                      Borrower.

                             (ii)  "Fixed   Charges"   shall  mean  all  of  the
                      following of the  Borrower  calculated  on a  consolidated
                      basis:  (aa) current  maturities  of long term debt;  (bb)
                      interest expenses; and (cc) lease and rental expenses.

                      (b)   CURRENT   RATIO.   The   ratio  of  the   Borrower's
               consolidated  current assets to consolidated  current liabilities
               shall  at no  time be  less  than:  (i) 2 to 1 at the end of each
               fiscal quarter  (other than the last quarter)  during each fiscal
               year of the Borrower; and (ii) 1.7 to 1 at the end of each fiscal
               year of the Borrower.  "Current assets" and "current liabilities"
               shall have the following meanings:

                                       17


<PAGE>
                                                                   EXHIBIT 10(a)

                             (i)  "Current  assets"  shall  mean  the  aggregate
                      amount of all  assets of an entity  that may  properly  be
                      classified as current assets in accordance  with generally
                      accepted accounting  principles,  not including,  however,
                      (aa) any deferred  assets,  (bb) any prepaid items such as
                      insurance, taxes, interest,  commissions, rents, royalties
                      and  similar  items,  and  (cc) any  amounts  owed to such
                      entity by officers, directors, employees,  stockholders or
                      subsidiaries or other affiliates of such entity.

                             (ii)   "Current   liabilities"   shall   mean   all
                      indebtedness  of an entity  payable  on demand or within a
                      period of one year from the date of the  creation  thereof
                      (excluding any indebtedness renewable or extendible at the
                      option of the debtor,  absolutely or conditionally,  for a
                      period or  periods  extending  to more than one year after
                      such date, whether or not actually so renewed or extended)
                      plus current maturities of long term debt.

                      (c)  LEVERAGE.  The Borrower  shall not allow its ratio of
               Debt to Tangible Net Worth to exceed:  (i) 2.0 to 1 at the end of
               each fiscal  quarter  (other than the last  quarter)  during each
               fiscal year of the Borrower;  or (ii) 1.5 to 1 at the end of each
               fiscal  year of the  Borrower.  "Tangible  Net  Worth" and "Debt"
               shall have the following meanings:

                             (i)    "Tangible Net Worth" shall mean the
                      aggregate of the following:

                                    (aa) The  gross  book  value as shown by the
                             books of the  Borrower and its  Subsidiaries,  on a
                             consolidated   basis,  of  all  real  and  personal
                             property,  including  leasehold  improvements,  but
                             excluding:  (1) any  property  located  outside the
                             United States or its territorial  possessions;  (2)
                             all intangible personal property including, without
                             limitation, licenses, patents, patent applications,
                             copyrights,  trademarks,  trade  names,  good will,
                             going concern value, experimental or organizational
                             expense,  treasury stock and unamortized  discount;
                             and  (3)  all   investments  in  or  loans  to  any
                             shareholder,  officer, director,  employee or other
                             affiliate;

                             less the sum of the following items (bb), (cc) and
                             (dd);

                                    (bb)    all    reserves    for    depletion,
                             depreciation  and  amortization  of  properties  as
                             shown  by  the  books  of  the   Borrower   or  any
                             subsidiary  and all other proper  reserves which in
                             accordance  with  generally   accepted   accounting
                             principles  should be set aside in connection  with
                             the business of the Borrower or any Subsidiary;

                                       18


<PAGE>
                                                                   EXHIBIT 10(a)

                                    (cc) all  obligations  which under generally
                             accepted accounting  principles are shown or should
                             be shown on the balance sheet as liabilities; and

                                    (dd) all increases in book value of any real
                             estate  or  tangible   personal   property  of  the
                             Borrower  or  any  Subsidiary   attributable  to  a
                             reappraisal or other write-up of assets.

                             (ii) "Debt" shall mean:  (aa) any  indebtedness  or
                      liability for borrowed money and any other indebtedness or
                      liability,   evidenced  by  notes,  debentures,  bonds  or
                      similar obligations;  and (bb) all other obligations which
                      under generally accepted  accounting  principles are shown
                      or should be shown on the  Borrower's or any  subsidiary's
                      balance sheet as liabilities.

        3.     The Borrower certifies that as of the date hereof: (a) all of its
representations and warranties in the Loan Agreement are true and correct as if
made on the date hereof; and (b) no Default or Event of Default has occurred
under the Loan Agreement. The Loan Agreement shall continue in full force and
effect except as modified herein.

        DATED the day and year first above written.

                                STEIN MART, INC.


                                            By: /s/ James G. Delfs
                                                --------------------------------
                              Its: Senior Vice President/Chief Financial Officer
                                   ---------------------------------------------


                                            BARNETT BANK OF JACKSONVILLE, N.A.


                                            By: /s/ Pamela C. Fitch
                                                --------------------------------
                                               Its: Vice President
                                                    ----------------------------





                                       19


<PAGE>
                                                                   EXHIBIT 10(a)

STATE OF GEORGIA

COUNTY OF Camden

        The foregoing instrument was executed, acknowledged and delivered before
me this 4th day of June,1996, by James G. Delfs, the Senior Vice President/Chief
Financial Officer of Stein Mart, Inc., on behalf of the corporation, in Camden
County, Georgia.

                                            /s/ Jo Myers Johnston
                                           -------------------------------
                                           Notary Public, State and County
                                             aforesaid
                                           Print Name:   Jo Myers Johnston
                                           My Commission Expires:
                                           Notary Public, Camden County, Georgia
                                           My Commission Expires Nov. 27, 1999
                                                                 [Notary Seal]


STATE OF GEORGIA

COUNTY OF Camden

        The foregoing instrument was executed, acknowledged and delivered before
me this 4th day of June , 1996,  by  Pamela  C.  Fitch , the Vice  President  of
Barnett Bank of  Jacksonville,  N.A., on behalf of the bank,  in Camden  County,
Georgia.

                                           /s/ Jo Myers Johnston
                                           Notary Public, State and County
                                             aforesaid
                                           Print Name:   Jo Myers Johnston
                                           My Commission Expires:
                                           Notary Public, Camden County, Georgia
                                           My Commission Expires Nov. 27, 1999
                                                                 [Notary Seal]







                                       20


<PAGE>


                                                                   EXHIBIT 10(b)

                             RENEWAL PROMISSORY NOTE
$40,000,000.00                                                      June 4, 1996
                                                          Camden County, Georgia


        FOR  VALUE  RECEIVED,  the  undersigned,  STEIN  MART,  INC.,  a Florida
corporation  (the  "Borrower"),  hereby  promises to pay to the order of BARNETT
BANK OF  JACKSONVILLE,  N.A.  (the  "Lender"),  whose  address is 50 North Laura
Street,  Jacksonville,  Florida  32202,  the  principal sum of Forty Million and
00/100  Dollars  ($40,000,000.00),  together  with  interest on the  outstanding
principal  balance  hereof  at the rate  provided  herein.  This  Note  shall be
governed by the following provisions:

        1.  ADVANCES.  During  the  period  commencing  on the date  hereof  and
continuing through June 29, 1999 (the "Revolving Period"), the loan evidenced by
this Note shall be a revolving loan. The Borrower may borrow, repay and reborrow
principal  amounts  hereunder  during the Revolving  Period subject to the terms
contained   herein  and  in  the  Loan  Agreement  (as   hereinafter   defined).
Notwithstanding  the foregoing,  the outstanding  principal balance hereof shall
not exceed  $40,000,000.00  at any one time. The Borrower shall not be permitted
to obtain further advances hereunder from and after June 30, 1999.

        2.     PAYMENTS.

                      (a)    The Borrower shall pay all accrued interest
hereunder on the first day of each July, October, January and April during the
term hereof.

                      (b)    The Borrower shall repay principal hereunder in 
quarterly installments on the first day of each July, October, January and
April, commencing on July 1, 1999, and continuing through April 1, 2003. Each
principal  installment shall be equal to 1/16th of the outstanding principal
balance of this Note as of June 30, 1999.

                      (c)    The Borrower shall pay all remaining outstanding 
principal hereunder, together with all then accrued and unpaid interest, on 
April 1, 2003.

        3.     INTEREST.
                      (a)    Except as otherwise provided herein, interest shall
accrue on the outstanding principal balance of this Note at a daily rate that
shall be one and one-half percent (1.50%) per annum below the Prime Rate.

- -------------------------------------------------------------------
THIS NOTE RENEWS AND MODIFIES THAT CERTAIN PROMISSORY NOTE DATED JUNE
29, 1995, IN THE ORIGINAL PRINCIPAL AMOUNT OF $30,000,000.00 EXECUTED BY THE
BORROWER IN FAVOR OF THE LENDER.


                                       21


<PAGE>
                                                                   EXHIBIT 10(b)

The Prime Rate shall be the interest rate announced from time to time by Barnett
Banks,  Inc. as its prime  rate.  For  purposes of this Note,  any change in the
Prime Rate shall be  effective  as of the  Lender's  opening of  business on the
effective date of the change.

                      (b)    Notwithstanding the foregoing, the Borrower may 
elect to pay interest on all or a portion of the  outstanding  principal
hereunder for periods of one month,  two  months,  three  months,  six months or
one year (each an  "Interest Period") at an Adjusted  Libor Rate (as defined
herein).  The Borrower may make such election by delivering  written  notice
thereof to the Lender at least one business day before the  commencement of the
Interest  Period.  The notice shall state:  (i) the date upon which the Interest
Period shall commence (which shall not be a Saturday,  Sunday or legal holiday);
(ii) whether such Interest Period shall be for one month,  two months,  three
months, six months or one year; and (iii) the aggregate  principal  amount which
shall bear interest at the Adjusted Libor Rate (which  amount is referred to 
herein as the "Libor  Amount").  If the Borrower  duly elects for interest to 
accrue  hereunder  at the  Adjusted  Libor Rate,  then interest  shall accrue at
the Adjusted  Libor Rate on the applicable Libor Amount during the applicable 
Interest Period. Any election hereunder shall be irrevocable  during the term of
the Interest  Period,  and no Interest Period elected  hereunder  shall extend 
beyond the maturity of this Note or beyond any earlier date on which such Libor
Amount may be due.  The Borrower  shall not be entitled  to have  more  than two
(2)  interest  rates in effect at any one time during the term of this Note. The
Adjusted Libor Rate shall be a daily rate that is one half of one percent(0.50%)
per annum over the Libor Rate (as  defined herein).  The Libor Rate applicable
to any Interest  Period shall be the London Interbank Offered Rate for a period
of one month, two months,  three months, six months or one year (as  applicable)
which appears in the Money Rates section of The Wall Street  Journal on the day 
that is two London  Banking Days (as defined herein)  preceding  the first 
Banking  Business Day (as defined  herein) of the applicable Interest Period,
or, if such rate is not available,  the offered rate for deposits in United 
States  dollars in the London  Interbank  market for such period which  appears
on the Reuters  Screen LIBO Page as of 11:00 a.m. (London time) on the day that 
is two London Banking Days (as defined  herein)  preceding the first Banking
Business Day (as defined  herein) of the applicable  Interest Period.  If at
least two such offered rates appear in The Wall Street Journal or on the
Reuters  Screen  LIBO  Page,  as the case may be,  the rate  will be the
arithmetic mean of such offered rates.  The Lender may, in its  discretion,  use
any other publicly  available  index or reference rate showing rates offered for
United  States  dollar  deposits  in  the  London  Interbank  market  as of  the
applicable date. The Lender may, in its discretion,  utilize rate quotations for
30, 60,  90, 180 or 365 day  periods  in lieu of  quotations  for  substantially
equivalent  monthly or annual  periods.  For  purposes  of this  paragraph,  the
following terms shall have the following meanings:

                             (i)  "Business  Banking  Day"  shall  mean each day
               other  than  a  Saturday,  a  Sunday  or  any  holiday  on  which
               commercial  banks  in   Jacksonville,   Florida  are  closed  for
               business.

                             (ii) "London Banking Day" shall mean each day other
               than a  Saturday,  a Sunday or any  holiday  on which  commercial
               banks in London, England are closed for business.

                                       22


<PAGE>
                                                                   EXHIBIT 10(b)

                      (c)    All interest hereunder shall be calculated on the
basis of a 365-day year (based upon the actual number of days elapsed).

                      (d)    The total liability of the Borrower and any
endorsers or guarantors hereof for payment of interest shall not exceed any 
limitations  imposed on the payment of interest by  applicable  usury laws.  If
any  interest is received or charged by any holder  hereof in excess of that 
amount,  the  Borrower  shall be entitled to an immediate refund of the excess.

                      (e)    Upon the occurrence of an Event of Default 
hereunder, interest shall accrue at the Default Rate hereinafter set forth
notwithstanding the provisions of this Section.

        4.  PREPAYMENT.  The  Borrower  shall be entitled to prepay this Note in
whole or in part at any time without  penalty.  Prepayments  of principal  after
termination  of the  Revolving  Period shall be applied in the inverse  order of
principal  payments required  hereunder.  Notwithstanding  the foregoing and any
other  contrary  provision  set forth herein or in the Loan  Agreement:  (a) the
Borrower  shall  not be  permitted  to  prepay  any  Libor  Amount  prior to the
expiration of any  applicable  Interest  Period;  and (b) any such Libor Amounts
shall not be repaid or  reborrowed  on a revolving  basis during any  applicable
Interest Period.

        5.     APPLICATION OF PAYMENTS.  All payments hereunder shall be applied
first to the Lender's costs and expenses, then to fees authorized hereunder or
under the Loan Agreement, then to interest and then to principal.

        6.  DEFAULT.  Any Event of Default  under the Amended and Restated  Loan
Agreement (the "Loan Agreement") between the Borrower and the Lender dated as of
June 29, 1993, as the same may be amended or restated  from time to time,  shall
be  considered  an "Event of Default"  hereunder.  If any Event of Default shall
occur,  the Lender may, without notice to the Borrower (i) refuse to advance any
more  funds  hereunder  or  under  the Loan  Agreement;  and  (ii)  declare  the
outstanding  principal of this Note, all interest  thereon and all other amounts
payable under this Note or otherwise to be forthwith due and payable. Thereupon,
this Note,  all such interest and all such amounts shall become and be forthwith
due and payable,  without presentment,  demand, protest or further notice of any
kind, all of which are hereby expressly waived by the Borrower.  Sixty (60) days
after the earlier to occur of (i) the date of a payment default  hereunder which
has not  been  cured,  or (ii)  the  date of an  acceleration  of all  sums  due
hereunder after the occurrence of an Event of Default, all outstanding principal
hereunder,  and accrued and unpaid interest and other charges  hereunder,  shall
bear  interest at the rate of either two percent  (2%) per annum above the Prime
Rate until paid or, if such rate is usurious under the laws of Florida,  then at
the highest legal rate permissible thereunder (the "Default Rate").

        7.  EXPENSES.  All parties  liable for the payment of this Note agree to
pay the Lender all costs  incurred by it in  connection  with the  collection of
this Note.  Such costs  include,  without  limitation,  fees for the services of
counsel and legal assistants  employed to collect this Note, whether or not suit
be brought, and whether incurred in connection with collection, trial, appeal or
otherwise.

                                       23


<PAGE>
                                                                   EXHIBIT 10(b)

All such parties further agree to indemnify and hold the Lender harmless against
liability for the payment of state documentary stamp taxes,  intangible taxes or
other taxes  (including  interest and penalties,  if any),  excluding  income or
service taxes of the Lender,  which may be determined to be payable with respect
to this transaction.

        8. SUBSTITUTE RATE. Anything herein to the contrary notwithstanding,  if
the Lender is not, for any reason whatsoever,  able to obtain rates to enable it
to determine the Adjusted Libor Rate, the Lender shall give the Borrower  prompt
notice thereof.  The Note shall thereafter accrue interest at the rate set forth
in Subsection 3(a) hereof.

        9. CHANGE OF LAW.  Notwithstanding  any other provision  herein,  if any
applicable  law,  rule or  regulation or the  interpretation  or  administration
thereof makes it unlawful for the Lender to (i) honor any commitment it may have
hereunder to accrue  interest at the Adjusted Libor Rate,  then such  commitment
shall terminate,  or (ii) maintain any accrual of interest at the Adjusted Libor
Rate, then interest shall  immediately upon notice from the Lender accrue at the
rate set forth in Subsection 3(a) hereof.

        10. RENEWAL  OBLIGATION.  This Note is a renewal obligation as set forth
on the face  hereof.  Nothing set forth  herein or  otherwise  shall  impair the
Borrower's  obligation  to pay all  accrued and unpaid  interest  under any note
renewed hereby, and all such interest shall be due and payable on July 1, 1996.

        11.  MISCELLANEOUS.  The Borrower  shall make all payments  hereunder in
lawful money of the United States at the Lender's address set forth herein or at
such other place as the Lender may  designate  in writing.  The  remedies of the
Lender as provided herein shall be cumulative and concurrent, and may be pursued
singly,  successively or together,  at the sole discretion of the Lender and may
be exercised as often as occasion  therefor  shall arise.  No act of omission or
commission  of the Lender,  including  specifically  any failure to exercise any
right,  remedy or recourse,  shall be  effective,  unless set forth in a written
document  executed  by the  Lender,  and then  only to the  extent  specifically
recited  therein.  A waiver or release with  reference to one event shall not be
construed  as  continuing,  as a bar  to,  or as a  waiver  or  release  of  any
subsequent right, remedy or recourse as to any subsequent event. This Note shall
be construed and enforced in accordance with Florida law and shall be binding on
the  successors  and assigns of the parties  hereto.  The term  "Lender" as used
herein shall mean any holder of this Note. The Lender may, at its option,  round
any or all  fractional  amounts under Section 3 upwards to the next higher 1/100
of 1%.

               The  Borrower  hereby:  (i)  waives  demand,  notice  of  demand,
presentment for payment,  notice of nonpayment or dishonor,  protest,  notice of
protest and all other notice,  filing of suit and  diligence in collecting  this
Note;  (ii)  agrees to any  substitution,  addition  or  release of any party or
person primarily or secondarily  liable hereon; and (iii) agrees that the Lender
shall not be required  first to institute any suit, or to exhaust his,  their or
its remedies  against the Borrower or any other person or party to become liable
hereunder, or against any collateral in order to enforce payment of this Note.

                                       24


<PAGE>
                                                                   EXHIBIT 10(b)

       This Note is the Revolving Note referred to in the Loan Agreement.

                                STEIN MART, INC.


                                            By        /s/ James G. Delfs
                                               ---------------------------------
                              Its  Senior Vice President/Chief Financial Officer
                                   ---------------------------------------------
                                                                (CORPORATE SEAL)

STATE OF GEORGIA
COUNTY OF Camden

        The foregoing instrument was executed, acknowledged and delivered before
me  this  4th  day of June, 1996, by James G.Delfs the Senior Vice President/
Chief Financial Officer of Stein Mart, Inc., a Florida corporation, on behalf
of the corporation, in Camden County, Georgia.

                                               /s/ Jo Myers Johnston
                                               ---------------------------------
                                           Notary Public, State and County
                                             aforesaid
                                           Print Name:   Jo Myers Johnston
                                           My Commission Expires:
                                           Notary Public, Camden County, Georgia
                                           My Commission Expires, Nov. 27, 1999
                                                          [Notary Seal]

                                       25


<PAGE>


                                                                   EXHIBIT 10(c)

                            SEASONAL PROMISSORY NOTE

$10,000,000.00                                                      June 4, 1996
                                                         Camden  County, Georgia


        FOR  VALUE  RECEIVED,  the  undersigned,  STEIN  MART,  INC.,  a Florida
corporation  (the  "Borrower"),  hereby  promises to pay to the order of BARNETT
BANK OF  JACKSONVILLE,  N.A.  (the  "Lender"),  whose  address is 50 North Laura
Street, Jacksonville, Florida 32202, the principal sum of Ten Million and 00/100
Dollars  ($10,000,000.00),  together with interest on the outstanding  principal
balance hereof at the rate provided  herein.  This Note shall be governed by the
following provisions:

        1.  ADVANCES.  During  each  Seasonal  Period  (as  defined  in the Loan
Agreement),  the loan  evidenced  by this Note shall be a  revolving  loan.  The
Borrower may borrow,  repay and reborrow principal amounts hereunder during each
Seasonal Period subject to the terms contained  herein and in the Loan Agreement
(as  hereinafter  defined).   Notwithstanding  the  foregoing,  the  outstanding
principal  balance hereof shall not exceed  $10,000,000.00  at any one time. The
Borrower shall not be permitted to obtain further advances  hereunder during any
period that is not a Seasonal  Period.  The  Borrower  shall not in any event be
entitled to obtain further advances hereunder from and after June 30, 1999.

        2.     PAYMENTS.

                      (a)    The Borrower shall pay all outstanding principal
hereunder, together with all then accrued and unpaid  interest,  immediately
upon the expiration of each Seasonal Period.

                      (b)    The Borrower shall pay all then outstanding
principal hereunder, together with all then accrued and unpaid interest, on
July 1, 1999.

        3.     INTEREST.

                      (a)    Except as otherwise provided herein, interest shall
accrue on the outstanding principal balance of this Note at a daily

- ------------------------------------------------------------------------------
THIS PROMISSORY NOTE RENEWS AND MODIFIES THAT CERTAIN  SEASONAL  PROMISSORY NOTE
HAVING AN  EFFECTIVE  DATE OF SEPTEMBER  20,  1995,  EXECUTED BY THE BORROWER IN
FAVOR OF THE LENDER IN THE ORIGINAL PRINCIPAL AMOUNT OF $10,000,000.00.


                                       26


<PAGE>
                                                                   EXHIBIT 10(c)

rate that shall be one and  one-half  percent  (1.50%) per annum below the Prime
Rate.  The Prime Rate shall be the interest rate  announced from time to time by
Barnett Banks,  Inc. as its prime rate. For purposes of this Note, any change in
the Prime Rate shall be effective as of the Lender's  opening of business on the
effective date of the change.

                      (b)    Notwithstanding the foregoing, the Borrower may 
elect to pay interest on all or a portion of the  outstanding  principal
hereunder for periods of one month,  two months or three months  (each an 
"Interest  Period") at an Adjusted Libor  Rate (as  defined  herein).  The
Borrower  may  make  such  election  by delivering written notice thereof to the
Lender at least one business day before the  commencement of the Interest 
Period.  The notice shall state: (i) the date upon which the Interest  Period
shall  commence  (which shall not be a Saturday, Sunday or legal  holiday);
(ii) whether such  Interest  Period shall be for one month,  two months or three
months;  and (iii) the aggregate  principal  amount which shall bear  interest
at the Adjusted  Libor Rate (which amount is referred to herein as the "Libor
Amount").  If the Borrower  duly elects for interest to accrue  hereunder at the
Adjusted Libor Rate,  then interest shall accrue at the Adjusted  Libor  Rate on
the  applicable  Libor  Amount  during  the  applicable Interest Period.  Any 
election hereunder shall be irrevocable during the term of the Interest  Period,
and no Interest  Period  elected  hereunder  shall extend beyond the  maturity
of this Note or beyond any earlier date on which such Libor Amount may be due.
The Borrower  shall not be entitled to have more than two (2) interest  rates in
effect at any one time  during  the term of this  Note.  The Adjusted  Libor
Rate  shall be a daily  rate  that is one  half of one  percent (0.50%)  per
annum  over the Libor  Rate (as  defined  herein).  The Libor  Rate applicable 
to any Interest Period shall be the London Interbank Offered Rate for a period 
of one month, two months or three months (as applicable)  which appears in the 
Money  Rates  section of The Wall  Street  Journal on the day that is two
London Banking Days (as defined herein) preceding the first Banking Business Day
(as defined herein) of the applicable  Interest Period,  or, if such rate is not
available,  the offered rate for deposits in United States dollars in the London
Interbank  market for such period which appears on the Reuters  Screen LIBO Page
as of 11:00 a.m.  (London  time) on the day that is two London  Banking Days (as
defined herein)  preceding the first Banking Business Day (as defined herein) of
the applicable Interest Period. If at least two such offered rates appear in The
Wall Street  Journal or on the Reuters Screen LIBO Page, as the case may be, the
rate will be the arithmetic  mean of such offered rates.  The Lender may, in its
discretion,  use any other  publicly  available  index or reference rate showing
rates offered for United States dollar deposits in the London  Interbank  market
as of the  applicable  date.  The Lender may, in its  discretion,  utilize  rate
quotations for 30, 60 or 90 day periods in lieu of quotations for  substantially
equivalent monthly periods. For purposes of this paragraph,  the following terms
shall have the following meanings:

                             (I)  "Business  Banking  Day"  shall  mean each day
               other  than  a  Saturday,  a  Sunday  or  any  holiday  on  which
               commercial  banks  in   Jacksonville,   Florida  are  closed  for
               business.


                                       27


<PAGE>
                                                                   EXHIBIT 10(c)

                             (ii) "London Banking Day" shall mean each day other
               than a  Saturday,  a Sunday or any  holiday  on which  commercial
               banks in London, England are closed for business.

                      (c)    All interest hereunder shall be calculated on the 
basis of a 365-day year (based upon the actual number of days elapsed).

                      (d)    The total liability of the Borrower and any 
endorsers or guarantors hereof for payment of interest shall not exceed any
limitations  imposed on the payment of interest by  applicable  usury laws.  If
any  interest is received or charged by any holder  hereof in excess of that 
amount,  the  Borrower  shall be entitled to an immediate refund of the excess.

                      (e)    Upon the occurrence of an Event of Default 
hereunder, interest shall accrue at the Default Rate hereinafter set forth 
notwithstanding the provisions of this Section.

        4.  PREPAYMENT.  The  Borrower  shall be entitled to prepay this Note in
whole or in part at any time without penalty.  Notwithstanding the foregoing and
any other contrary provision set forth herein or in the Loan Agreement:  (a) the
Borrower  shall  not be  permitted  to  prepay  any  Libor  Amount  prior to the
expiration of any  applicable  Interest  Period;  and (b) any such Libor Amounts
shall not be repaid or  reborrowed  on a revolving  basis during any  applicable
Interest Period.

        5.     APPLICATION OF PAYMENTS.  All payments hereunder shall be applied
first to the Lender's costs and expenses, then to fees authorized hereunder or 
under the Loan Agreement, then to interest and then to principal.

        6.  DEFAULT.  Any Event of Default  under the Amended and Restated  Loan
Agreement (the "Loan Agreement") between the Borrower and the Lender dated as of
June 29, 1993, as the same may be amended or restated  from time to time,  shall
be  considered  an "Event of Default"  hereunder.  If any Event of Default shall
occur,  the Lender may, without notice to the Borrower (i) refuse to advance any
more  funds  hereunder  or  under  the Loan  Agreement;  and  (ii)  declare  the
outstanding  principal of this Note, all interest  thereon and all other amounts
payable under this Note or otherwise to be forthwith due and payable. Thereupon,
this Note,  all such interest and all such amounts shall become and be forthwith
due and payable,  without presentment,  demand, protest or further notice of any
kind, all of which are hereby expressly waived by the Borrower.  Sixty (60) days
after the earlier to occur of (i) the date of a payment default  hereunder which
has not  been  cured,  or (ii)  the  date of an  acceleration  of all  sums  due
hereunder after the occurrence of an Event of Default, all outstanding principal
hereunder,  and accrued and unpaid interest and other charges  hereunder,  shall
bear  interest at the rate of either two percent  (2%) per annum above the Prime
Rate until paid or, if such rate is usurious under the laws of Florida,  then at
the highest legal rate permissible thereunder (the "Default Rate").
                                                                                
        7.  EXPENSES.  All parties  liable for the payment of this Note agree to
pay the Lender all costs  incurred by it in  connection  with the  collection of
this Note.  Such costs  include,  without  limitation,  fees for the services of
counsel and legal assistants  employed to collect this Note, whether or not suit
be brought, and whether incurred in connection with collection, trial, appeal or
otherwise.  All such  parties  further  agree to  indemnify  and hold the Lender
harmless  against  liability for the

                                       28

<PAGE>

payment of state  documentary  stamp taxes,
intangible  taxes or other taxes  (including  interest and  penalties,  if any),
excluding  income or service taxes of the Lender,  which may be determined to be
payable with respect to this transaction.


        8. SUBSTITUTE RATE. Anything herein to the contrary notwithstanding,  if
the Lender is not, for any reason whatsoever,  able to obtain rates to enable it
to determine the Adjusted Libor Rate, the Lender shall give the Borrower  prompt
notice thereof.  The Note shall thereafter accrue interest at the rate set forth
in Subsection 3(a) hereof.

        9. CHANGE OF LAW.  Notwithstanding  any other provision  herein,  if any
applicable  law,  rule or  regulation or the  interpretation  or  administration
thereof makes it unlawful for the Lender to (i) honor any commitment it may have
hereunder to accrue  interest at the Adjusted Libor Rate,  then such  commitment
shall terminate,  or (ii) maintain any accrual of interest at the Adjusted Libor
Rate, then interest shall  immediately upon notice from the Lender accrue at the
rate set forth in Subsection 3(a) hereof.

        10.  MISCELLANEOUS.  The Borrower  shall make all payments  hereunder in
lawful money of the United States at the Lender's address set forth herein or at
such other place as the Lender may  designate  in writing.  The  remedies of the
Lender as provided herein shall be cumulative and concurrent, and may be pursued
singly,  successively or together,  at the sole discretion of the Lender and may
be exercised as often as occasion  therefor  shall arise.  No act of omission or
commission  of the Lender,  including  specifically  any failure to exercise any
right,  remedy or recourse,  shall be  effective,  unless set forth in a written
document  executed  by the  Lender,  and then  only to the  extent  specifically
recited  therein.  A waiver or release with  reference to one event shall not be
construed  as  continuing,  as a bar  to,  or as a  waiver  or  release  of  any
subsequent right, remedy or recourse as to any subsequent event. This Note shall
be construed and enforced in accordance with Florida law and shall be binding on
the  successors  and assigns of the parties  hereto.  The term  "Lender" as used
herein shall mean any holder of this Note. The Lender may, at its option,  round
any or all  fractional  amounts under Section 3 upwards to the next higher 1/100
of 1%.

               The  Borrower  hereby:  (i)  waives  demand,  notice  of  demand,
presentment for payment,  notice of nonpayment or dishonor,  protest,  notice of
protest and all other notice,  filing of suit and  diligence in collecting  this
Note;  (ii)  agrees to any  substitution,  addition  or  release of any party or
person primarily or secondarily  liable hereon; and (iii) agrees that the Lender
shall not be required  first to institute any suit, or to exhaust his,  their or
its remedies  against the Borrower or any other person or party to become liable
hereunder, or against any collateral in order to enforce payment of this Note.

                                       29 


<PAGE>
                                                                   EXHIBIT 10(c)

        This Note is the Seasonal Note referred to in the Loan Agreement.

                                STEIN MART, INC.


                            By     /s/ James G. Delfs
                               ------------------------------------------------
                               Its Senior Vice President/Chief Financial Officer
                                   ---------------------------------------------
                                                                (CORPORATE SEAL)






STATE OF GEORGIA

COUNTY OF Camden

        The foregoing instrument was executed, acknowledged and delivered before
me this 4th day of June, 1996, by James G. Delfs the Senior Vice President/
Chief Financial Officer of Stein Mart, Inc., a Florida corporation, on behalf of
the corporation, in Camden County, Georgia.

                                           /s/ Jo Myers Johnston
                                           ------------------------------------ 
                                           Notary Public, State and County
                                              aforesaid
                                           Print Name:   Jo Myers Johnston
                                           My Commission Expires:
                                           Notary Public, Camden County, Georgia
                                           My Commission Expires Nov. 27, 1999
                                                          [Notary Seal]




                                       30




<TABLE> <S> <C>

<ARTICLE>                                                                5
<LEGEND>
The schedule contains summary financial information extracted from the condensed
consolidated balance sheet and condensed consolidated statement of income found
on the Company's Form 10-Q for the six months ended June 29, 1996 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER>                                                          1000
                                                           
<S>                                                         <C>
<PERIOD-TYPE>                                             6-MOS
<FISCAL-YEAR-END>                                         DEC-28-1996
<PERIOD-END>                                              JUN-29-1996
<CASH>                                                                6326
<SECURITIES>                                                             0
<RECEIVABLES>                                                         1213
<ALLOWANCES>                                                             0
<INVENTORY>                                                         140479
<CURRENT-ASSETS>                                                    150768
<PP&E>                                                               70153
<DEPRECIATION>                                                       25865
<TOTAL-ASSETS>                                                      196406
<CURRENT-LIABILITIES>                                                56835
<BONDS>                                                                  0
<PREFERRED-MANDATORY>                                                    0
<PREFERRED>                                                              0
<COMMON>                                                               222
<OTHER-SE>                                                          106425
<TOTAL-LIABILITY-AND-EQUITY>                                        196406
<SALES>                                                             257917
<TOTAL-REVENUES>                                                    261536
<CGS>                                                               190234
<TOTAL-COSTS>                                                       249153
<OTHER-EXPENSES>                                                         0
<LOSS-PROVISION>                                                         0
<INTEREST-EXPENSE>                                                     665
<INCOME-PRETAX>                                                      11718
<INCOME-TAX>                                                          4570
<INCOME-CONTINUING>                                                   7148
<DISCONTINUED>                                                           0
<EXTRAORDINARY>                                                          0
<CHANGES>                                                                0
<NET-INCOME>                                                          7148
<EPS-PRIMARY>                                                            0.31
<EPS-DILUTED>                                                            0.31
        
 


</TABLE>