As filed with the Securities and Exchange Commission on August 23, 1996

                                                     Registration No. 33-88176
                       SECURITIES AND EXCHANGE COMMISSION

                               AMENDMENT NO. 1 TO

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

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



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

                         STEIN MART EMPLOYEE STOCK PLAN
                            (Full title of the Plan)

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

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

                                   Copy to:

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


<TABLE>

                        Calculation of Registration Fee
- ---------------------------------------------------------------------------------------
<CAPTION>
    Title of each                         Proposed        Proposed
      class of                             maximum         maximum
  securities to be     Amount to be    offering price     aggregate        Amount of
     registered        registered(1)      per share    offering price   registration fee(2)
- ---------------------------------------------------------------------------------------
<S>                       <C>             <C>            <C>               <C>      
Common Stock,             542,000         $23.8125       $12,906,375       $4,450.47
$0.01 par value           shares
- ---------------------------------------------------------------------------------------
</TABLE>


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

      (2) Pursuant to Rules 457(c) and 457(h) under the  Securities Act of 1933,
as amended, the registration fee has been calculated on the basis of the average
of the high and low prices of the  registrant's  Common Stock as reported on the
Nasdaq National Market on August 19, 1996.



<PAGE>

      This Amendment No. 1 is being filed pursuant to Instruction E of Form S-8
and amends the Form S-8 previously filed by the Registrant with the Securities
and Exchange Commission (Registration No. 33-88176).  The provisions of such 
Registration Statement are incorporated herein by reference.




                                      1


<PAGE>



                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Jacksonville, State of Florida, on August 21, 1996.

                                 STEIN MART, INC.

                                 By/s/ Jay Stein
                                   --------------------------------------------
                                   Jay Stein, Chairman of the Board

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


Date: August 21, 1996   /s/ Jay Stein
                        -------------------------------------------------------
                        Jay Stein, Chairman of the Board and Chief Executive
                        Officer (Principal Executive Officer)


Date: August 21, 1996   /s/ John Williams, Jr.
                       --------------------------------------------------------
                       John H. Williams, Jr., President, Chief Operating Officer
                       and Director


Date: August 21, 1996  /s/ James G. Delfs
                       --------------------------------------------------------
                       James G. Delfs, Senior Vice President, Finance and
                       Chief Financial Officer


Date: August 21, 1996  /s/ Clayton E. Roberson, Jr.
                       --------------------------------------------------------
                       Clayton E. Roberson, Jr., Vice President. Controller


Date: August 21, 1996  /s/ Mason Allen
                       --------------------------------------------------------
                       Mason Allen, Director


Date: August 21, 1996  /s/ Robert D. Davis
                       ---------------------------------------------------------
                       Robert D. Davis, Director


Date: August 21, 1996  /s/ Albert Ernest, Jr.
                       ---------------------------------------------------------
                       Albert Ernest, Jr., Director


Date: August 21, 1996  /s/ Mitchell W. Legler
                       ---------------------------------------------------------
                       Mitchell W. Legler, Director


Date: August 21, 1996  /s/ James H. Winston
                       ---------------------------------------------------------
                       James H. Winston, Director

*By:_____________________________
      Attorney-in-Fact

                                        2


<PAGE>



                                  EXHIBIT INDEX

                                                                      Sequential
                                                                        Page No.


    4A. Employee Stock Plan (Filed as Exhibit 10G to Registration
        Statement No. 33-46322 and incorporated herein by reference)

    4B. Form of Non-Qualified Stock Option Agreement (Filed as
        Exhibit 10H to Registration Statement No. 33-46322 and
        incorporated herein by reference)

    4C. Form of Incentive Stock Option Agreement (Filed as Exhibit
        10I to Registration Statement No. 33-46322 and incorporated
        herein by reference)

     5. Opinion of Foley & Lardner as to the legality of the securities    4-5
        to be issued

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

   23B. Consent of Price Waterhouse                                        6   

    24. Power of Attorney (previously filed)





                                      3







                                                                      EXHIBIT 5 

                                 FOLEY & LARDNER
                               POST OFFICE BOX 240
                        JACKSONVILLE, FLORIDA 32201-0240
                             THE GREENLEAF BUILDING
                           200 LAURA STREET 32202-3527
                            TELEPHONE (904) 359-2000
                            FACSIMILE (904) 359-8700

                                 August 21, 1996


Stein Mart, Inc.
1200 Riverplace Boulevard
Jacksonville, FL 32207

      Re:     Registration Statement on Form S-8 Relating to Shares of Common
              Stock Issuable Pursuant to Stein Mart Employee Stock Plan

Ladies and Gentlemen:

      This opinion is being  furnished in connection with Amendment No. 1 to the
Registration Statement on Form S-8 (the "Registration Statement") of Stein Mart,
Inc. (the  "Company"),  under the  Securities  Act of 1933, as amended,  for the
registration of 542,000  additional  shares of common stock par value $0.01 (the
"Shares") issuable pursuant to the Stein Mart Employee Stock Plan (the "Plan").

      We have examined and are familiar with the following:

      A.      Articles of Incorporation of the Company, as amended, as filed in
the Office of the Secretary of State of the State of Florida;

      B.      Bylaws of the Company;

      C.      The proceedings of the Board of Directors and shareholders of the
Company in connection with the adoption of the Plan and the amendment thereof 
to include the Shares; and

      D.      Such other documents, Company records and matters of law as we 
have deemed
 to be pertinent.

      Based on the foregoing, it is our opinion that:

      1.      The Company has been duly incorporated and is validly existing 
and in good standing under the laws of the State of Florida.

      2. The Shares have been duly authorized and when issued in accordance with
the  terms  of the  Plan  will  be duly  and  validly  issued,  fully  paid  and
nonassessable.

                                       4

<PAGE>
Stein Mart, Inc
August 21, 1996
Page 2
- -----------------

                                                                      EXHIBIT 5


      We hereby  consent to the  inclusion  of this  opinion as Exhibit 5 in the
Registration  Statement. In giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the  Securities  Act of 1933,  as amended,  or the rules or  regulations  of the
Securities and Exchange Commission promulgated thereunder.

                                      FOLEY & LARDNER



                                      By: /s/ Linda Y. Kelso
                                          --------------------------------------
                                          Linda Y. Kelso

LYK:dkm




                                        5





                                                                   EXHIBIT 23B


              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement on Form S-8 of our report dated  February 23, 1996,  which  appears on
page 13 of the 1995 Annual Report to Shareholders of Stein Mart,  Inc., which is
incorporated  by reference in Stein Mart,  Inc.'s Annual Report on Form 10-K for
the year ended December 30, 1995.




Price Waterhouse LLP

Certified Public Accounts
Orlando, Florida
August 22, 1996
                                       6