SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Stein Mart, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
858375-10-8
(CUSIP Number)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover
page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
(Continued on following page(s))
<PAGE>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jay Stein
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5 SOLE VOTING POWER
NUMBER OF
8,778,509
SHARES
6 SHARED VOTING POWER
BENEFICIALLY
N/A
OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
8,778,509
REPORTING
PERSON
8 SHARED DISPOSITIVE POWER
WITH
N/A
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,778,509
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [_]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
38.2%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Item 1(a). Name of Issuer:
Stein Mart, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
1200 Riverplace Blvd.
Jacksonville, FL 32207
Item 2(a). Name of Person Filing:
Jay Stein
Item 2(b). Address of Principal Business Office or, if none,
Residence:
1200 Riverplace Blvd.
Jacksonville, FL 32207
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class or Securities:
Common Stock, $0.01 par value
Item 2(e). CUSIP Number:
858375-10-8
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-
2(b), check whether the person filing is a:
Inapplicable
Item 4. Ownership as of December 31, 1997.
(a) Amount Beneficially Owned:
8,778,509 shares*
(b) Percent of Class:
38.2%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
8,778,509 shares*
(ii) shared power to vote or to direct the vote:
Inapplicable
(iii) sole power to dispose or to direct the
disposition of:
8,778,509 shares*
(iv) shared power to dispose or to direct the disposition
of:
Inapplicable
* Shares (i) include 450,150 shares held by the Jay and
Cynthia Stein Foundation Trust over which Jay Stein
has sole voting and disposition power, (ii) 8,319,109
shares owned by a limited partnership, the general
partner of which is a corporation wholly owned by Mr.
Stein, and (iii) 100 shares owned by such corporation.
Item 5. Ownership of Five Percent or Less of a Class.
Inapplicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Inapplicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
Inapplicable
Item 8. Identification and Classification of Members of the Group.
Inapplicable
Item 9. Notice of Dissolution of Group.
Inapplicable
Item 10. Certification.
Inapplicable
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
February 10, 1998
Date
/s/ Jay Stein
Jay Stein
