UNITED STATES
                                   SECURITIES AND EXCHANGE COMMISSION
                                            WASHINGTON, D.C. 20549


   DIVISION OF
CORPORATION FINANCE            `
                               `
                                                            March 23, 2020

D. Hunt Hawkins
Chief Executive Officer
Stein Mart, Inc.
1200 Riverplace Blvd.
Jacksonville, FL 32207

        Re:      Stein Mart, Inc.
                 PREM14A preliminary merger proxy statement on Schedule 14A
                 Filed on March 2, 2020 by Stein Mart, Inc.
                 File No. 000-20052
                 Schedule 13E-3
                 Filed on March 2, 2020 by Stein Mart, Inc., et al.
                 File No. 005-43686

Dear Mr. Hawkins:

       We have reviewed the above-captioned filings, and have the following
comments. All
defined terms used herein have the same meaning as in the proxy statement filed
under cover of
Schedule 14A. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

       Please respond to this letter by amending your filings, by providing the
requested
information or by advising us when you will provide the requested response. If
you do not
believe our comments apply to your facts and circumstances, or do not believe
an amendment is
appropriate, please tell us why in your response.

       After reviewing any amendment to your filings, and any information you
provide in
response to these comments, we may have additional comments.

Schedule 13E-3

General

     1. We note that Kingswood Capital Opportunities Fund I GP, L.P. is the
general partner of
        Kingswood Fund I and Kingswood Fund II and Kingswood Capital
Opportunities Fund
        I-A, L.P. is a guarantor of certain of Kingswood's obligations in favor
of the Company
        pursuant to section 4.12 of the merger agreement. Please advise us how
you determined
        that Kingswood Capital Opportunities Fund I GP, L.P. and Kingswood
Capital
        Opportunities Fund I-A, L.P. are not affiliates engaged in the Rule
13e-3 transaction that
        should be identified as filing persons for purposes of Schedule 13E-3.
 D. Hunt Hawkins
c/o Stein Mart, Inc.
March 23, 2020
Page | 2

    2. Please refer to the paragraph in which disclaimers are introduced
whereby the persons
       filing the Schedule 13E-3 disclaim responsibility for the accuracy of
information
       supplied by any other filing person. Use of these disclaimers is
inconsistent with the
       required attestation that appears at the outset of the signature page in
Rule 13e-100, and
       otherwise operates as an implied disclaimer for the entire filing except
for the discrete
       portion of the disclosure specifically provided by each filing person.
Please revise.

Item 8

    3. Page 31 of the proxy statement, in the "Background of the Merger"
section states: "After
       concluding the proposed sale was the best option available, each of the
directors
       expressed his or her opinion that the better choice would be to waive
the requirement for
       majority of the disinterested shareholder approval if that was necessary
in order to effect
       a sale the Company." Notwithstanding this disclosure, please advise us,
with a view
       towards revised disclosure, how compliance with Item 1014(c) of
Regulation M-A has
       been effectuated. Please note that an affirmative response to this
disclosure requirement
       must be provided, even if the response is in the negative. Refer to
General Instruction E
       of Schedule 13E-3. In that regard, we note that the "Background of the
Merger" section
       of the proxy statement is not incorporated by reference into Item 8(c)
of the Schedule
       13E-3.

Item 13

    4. Financial information has been incorporated by reference from the proxy
statement,
       which in turn incorporates financial data by reference from periodic
reports. Under
       General Instruction F of Schedule 13E-3, an express reference must be
made to a
       document that explicitly contains the required information. Under Item
16 of Schedule
       13E-3 and corresponding Item 1016(a)(5) of Regulation M-A, the document
from which
       the information has been so incorporated also must be filed as an
exhibit. The reference
       to "a copy" in General Instruction F is only intended to mean the
substantive content of
       information so incorporated as distinguished from the controlling
requirement to identify
       the information so incorporated as an entry on the exhibit list.
Accordingly, please
       revise the exhibit list.

Exhibit (a)(2)(i)   Proxy Statement

    5. The legend required by Rule 13e-3(e)(1)(iii) is required to appear on
the outside front
       cover page of the disclosure document that must be distributed to
unaffiliated security
       holders under the federal securities laws. As the Shareholder Letter is
not a required
       disclosure under the federal securities laws, please revise the
submission to ensure that
       the legend appears on the outside front cover page of a
federally-mandated disclosure
       document.

    6. The first page of the proxy statement, as defined in Rule 14a-1(g)  and
distinguished
 D. Hunt Hawkins
c/o Stein Mart, Inc.
March 23, 2020
Page | 3

        from the Notice of Special Meeting of Shareholders and the Shareholder
Letter  must
        be marked as preliminary. Given that a preliminary proxy statement may
be lawfully
        disseminated under Rule 14a-3(a), please revise the proxy statement to
include the
        disclosure required by Rule 14a-6(e)(1).

Summary Term Sheet, pages 1-9

    7. We note the disclosure on page 3 indicating that the completion of the
merger is subject
       to the satisfaction of the condition that the Company have at least 35%
of excess
       availability under its credit agreement at the time of closing. To help
shareholders
       assess the likelihood of such condition being satisfied, please indicate
(in the appropriate
       section of the proxy statement) the dollar equivalent of such 35% excess
availability and
       the current excess availability under such credit agreement.

Background of the Merger, pages 17-33

    8. Please refer to the following statement on page 26: "Representatives
from Kingsdale
       Advisors, a proxy advisory firm, briefed the Special Committee on the
Company's
       shareholder base, the potential difficulty of obtaining the approval of
the merger by a
       majority of the disinterested shareholders and the general composition
of the Company's
       shareholder base." Please revise to clarify the potential difficulties
that Kingsdale
       Advisors identified in obtaining the approval of the merger by a
majority of the
       Company's disinterested shareholders.

    9. We note multiple references to "Jay Stein and his affiliates and related
parties." With a
       view towards disclosure, please clarify for us which persons are being
referred to as Mr.
       Stein's "affiliates and related parties" and whether any of such
affiliates or related
       parties other than the Rollover Investor hold shares of the Company's
common stock.

Certain Effects of the Merger, pages 54-55

    10. Given that the Company, as a privately-held entity, will be relieved of
many of the
        expenses, burdens and constraints imposed on companies that are subject
to the public
        reporting requirements under the federal securities laws of the United
States, including
        the Exchange Act and Sarbanes-Oxley Act of 2002, please revise to
quantify the annual
        savings that are expected to be received and identify the constituency
that will become
        the beneficiary of such savings. See Item 1013(d) of Regulation M-A and
        corresponding Instruction 2 thereto.

    11. We note that the Company suffered net operating losses in the fiscal
year ended
        February 3, 2018, as well as the 39 weeks ended November 2, 2019 and
November 3,
        2018. To the extent net operating losses exist, or are anticipated to
exist before the date
        a definitive proxy statement is filed, please specify the constituency
expected to become
        the beneficiary of the Company's and/or its successor's future use of
any net operating
 D. Hunt Hawkins
c/o Stein Mart, Inc.
March 23, 2020
Page | 4

        loss carryforwards. Please quantify that benefit to the extent
practicable. See Instruction
        2 to Item 1013(d) of Regulation M-A.

Projected Financial Information, page 56

    12. Notwithstanding the disclosure that the "prospective financial
information does not take
        into account any circumstances or events occurring after the date it
was prepared,"
        please advise us whether any plans exist to further qualify these
projections. See Rule
        13e-3(b)(1)(ii).

Merger Proceeds in Respect of Company Equity-Based Awards, pages 65-69

    13. The disclosures on pages 68 and 69 under the title "Intent to Vote in
Favor of the
        Merger" indicates that the directors and executive officers intend to
vote the shares
        "owned directly by them" and sets forth the aggregate number of shares
"directly
        owned" by them. Item 1012(d) of Regulation M-A, however, requires
disclosure of
        "how each person currently intends to vote subject securities,
including any securities
        [for which] the person has proxy authority." Please revise to clarify
whether such
        directors and executive officers indirectly own and/or have authority
to vote additional
        shares and, if so, their intention with respect to the voting of those
shares.

Voting Agreement, pages 69-70

    14. Please revise this section to clarify whether the voting agreement
requires the Rollover
        Investor to vote in favor of the advisory vote on merger-related
executive compensation
        and the adjournment proposal, in addition to the merger agreement. If
so, please also
        revise the other relevant disclosures throughout proxy statement,
including those on
        pages 126 through 128.

Common Stock Transaction Information, pages 91-93

    15. We note that Jay Stein acquired 234,197 shares of Company common stock
pursuant to
        a private settlement agreement on January 29, 2020, one day before the
merger
        agreement was executed. Please provide us with a legal analysis that
explains why this
        purchase was not treated as the first in a series as described within
Rule 13e-3(a)(3) and
        therefore consummated in compliance with Rule 13e-3. See Rule
13e-3(a)(3)(i)(A).

The Merger Agreement, pages 100-125

    16. Please refer to the following statement on page 100: "Factual
disclosures about the
        Company contained in this Proxy Statement or in the Company's public
reports filed
        with the SEC may supplement, update or modify the factual disclosures
about the
        Company contained in the merger agreement and described in this
summary." We note,
        however, that the merger agreement was filed as Appendix A to the proxy
statement. As
 D. Hunt Hawkins
c/o Stein Mart, Inc.
March 23, 2020
Page | 5

        such, please revise such disclosure to remove any implication that the
merger agreement
        and the summary thereof do not constitute public disclosure. Please
make conforming
        changes as necessary, including with respect to the reference to
representations and
        warranties in the same paragraph. See Release No. 34-51283 (March 1,
2005).

    17. Please refer to the following statement on page 103: "[T]he Company's
representations
        and warranties in the merger agreement may not be relied upon by
persons other than
        the parties thereto as characterizations of actual facts or
circumstances as of the date of
        the merger agreement or as of any other date, nor may you rely upon
them in making the
        decision to approve and authorize the merger agreement and the
transactions
        contemplated by the merger agreement." Advise us, with a view toward
revised
        disclosure, of the legal basis for the apparent belief that such
cautionary language is not
        inconsistent with the Commission position expressed in Release No.
34-51283 (March
        1, 2005). To the extent additional material facts exist that are made
known to the
        Company, the Commission position expressed in this release made clear
that an issuer
        has an obligation to amend statements contradicting or qualifying the
disclosure made
        within an original representation.

    18. Please refer to the following statement on page 103: "Moreover,
information
        concerning the subject matter of the representations and warranties of
the Company may
        change after the date of the merger agreement, which subsequent
information may or
        may not be reflected fully in the Company's public disclosures." A
substantially similar
        statement also appears on page 100. Please advise us of the legal basis
upon which the
        filing parties have apparently relied to conclude that material changes
concerning the
        subject matter of the representations and warranties may lawfully
remain undisclosed.

Appendix B   Opinion of PJ Solomon Securities, LLC

    19. We note the following statement: "This letter may not be reproduced,
summarized,
        described, referred to or used for any other purpose without our prior
written consent,
        except to the extent provided in our engagement letter dated January
26, 2018 (as
        amended)." Please include disclosure in the associated proxy statement
and/or these
        appendices to remove the implication that security holders are
precluded from being
        eligible to rely upon these disclosures by affirmatively stating, if
true, that PJ Solomon
        consents to the inclusion of such materials in these filings and
security holders may rely
        upon such information without limitation. Alternatively, provide the
disclosures
        recommended by the Division of Corporation Finance accessible via the
following link
        as being necessary to clarify security holders' right to rely on such
materials.
        http://www.sec.gov/divisions/corpfin/guidance/ci111400ex_regm-a.htm
        In addition, please ensure that any changes also explicitly address the
legends appearing
        with the PJ Solomon materials filed as exhibits to the Schedule 13E-3.

    20. The disclosure on page B-3 indicates that PJ Solomon "will receive a
fee for our
        services, a substantial portion of which is contingent upon the closing
of the Merger and
 D. Hunt Hawkins
c/o Stein Mart, Inc.
March 23, 2020
Page | 6

        a portion of which is payable upon the delivery of this letter." Please
disclose in the
        proxy statement the extent to which the approximate $2.6 million
compensation is
        contingent upon the successful completion of the transaction, and
quantify that amount
        to the extent practicable. Refer to Item 1015(b)(4) of Regulation M-A
and
        corresponding C&DI 217.01 publicly available on our website.


                                        *       *      *


        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

        Please direct any questions to Valian Afshar, Special Counsel, at (202)
551-8729, or me,
at (202) 551-3266.


                                                            Sincerely,

                                                            /s/ Nicholas P.
Panos

                                                            Nicholas P. Panos
                                                            Senior Special
Counsel
                                                            Office of Mergers
and Acquisitions



cc: John J. Wolfel, Esq.