10-Q

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

                                    FORM 10-Q



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

For the quarterly period ended May 3, 2003

                                       OR

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


For the transition period from __________ to __________


                         Commission file number 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)

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


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 [ ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).

                                 Yes [X] No [ ]

At May 31, 2003,  the latest  practicable  date,  there were  41,640,704  shares
outstanding of Common Stock, $.01 par value.




                                STEIN MART, INC.
                                TABLE OF CONTENTS



                                                                            PAGE
PART I - FINANCIAL INFORMATION

  Item 1.   Financial Statements:

            Balance Sheets at May 3, 2003, February 1, 2003                   3
                and May 4, 2002

            Statements of Income for the 13 Weeks Ended                       4
                May 3, 2003 and May 4, 2002

            Statements of Cash Flows for the 13 Weeks Ended                   5
                May 3, 2003 and May 4, 2002

            Notes to Financial Statements                                     6

  Item 2.   Management's Discussion and Analysis of Financial                 8
                Condition and Results of Operations

  Item 3.   Quantitative and Qualitative Disclosures About Market Risk       10

  Item 4.   Controls and Procedures                                          10

PART II - OTHER INFORMATION

  Item 4.   Submission of Matters to a Vote of Security Holders              11

  Item 6.   Exhibits and Reports on Form 8-K                                 11

SIGNATURES                                                                   12

CERTIFICATIONS                                                               13

                                       2





                                Stein Mart, Inc.
                                 Balance Sheets
                                 (In thousands)



                                                                      May 3,           February 1,          May 4,
                                                                       2003               2003               2002
                                                                  --------------     --------------     --------------
                                                                                                 
ASSETS                                                              (Unaudited)                           (Unaudited)
Current assets:
   Cash and cash equivalents                                          $ 17,052           $  9,859           $ 18,653
   Trade and other receivables                                           3,700              4,919              3,390
   Inventories                                                         329,838            297,230            345,532
   Prepaid expenses and other current assets                             5,783              4,361              5,940
                                                                  --------------     --------------     --------------
       Total current assets                                            356,373            316,369            373,515

Property and equipment, net                                             86,133             86,351             91,321
Other assets                                                             7,755              7,497              5,761
                                                                  --------------     --------------     --------------
       Total assets                                                   $450,261           $410,217           $470,597
                                                                  ==============     ==============     ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                                   $ 96,802           $ 70,472           $126,964
   Accrued liabilities                                                  52,945             53,407             48,864
   Income taxes payable                                                    907              5,353              1,741
   Notes payable to banks                                               56,300             41,350               -
                                                                  --------------     --------------     --------------
       Total current liabilities                                       206,954            170,582            177,569

Notes payable to banks                                                    -                  -                63,700
Other liabilities                                                       18,699             16,328             15,074
                                                                  --------------     --------------     --------------
       Total liabilities                                               225,653            186,910            256,343

COMMITMENTS AND CONTINGENCIES
Stockholders' equity:
   Preferred stock - $.01 par value; 1,000,000 shares
    authorized; no shares outstanding
   Common stock - $.01 par value; 100,000,000 shares
    authorized; 41,568,678; 41,618,678 and 41,646,151
    shares issued and outstanding, respectively                            416                416                416
   Paid-in capital                                                         509                721               -
   Retained earnings                                                   223,683            222,170            213,838
                                                                  --------------     --------------     --------------
       Total stockholders' equity                                      224,608            223,307            214,254
                                                                  --------------     --------------     --------------
       Total liabilities and stockholders' equity                     $450,261           $410,217           $470,597
                                                                  ==============     ==============     ==============


   The accompanying notes are an integral part of these financial statements.

                                       3





                                Stein Mart, Inc.
                              Statements of Income
                                   (Unaudited)
                     (In thousands except per share amounts)



                                                                        For The 13 Weeks Ended
                                                                  ---------------------------------
                                                                      May 3,             May 4,
                                                                       2003               2002
                                                                  --------------     --------------
                                                                                   
Net sales                                                             $330,557           $355,979

Cost of merchandise sold                                               246,861            259,448
                                                                  --------------     --------------
     Gross profit                                                       83,696             96,531

Selling, general and administrative expenses                            84,503             81,281

Other income, net                                                        3,653              3,700
                                                                  --------------     --------------
     Income from operations                                              2,846             18,950

Interest expense                                                           405                614
                                                                  --------------     --------------
Income before income taxes                                               2,441             18,336

Income tax provision                                                       928              6,968
                                                                  --------------     --------------
     Net income                                                       $  1,513           $ 11,368
                                                                  ==============     ==============
Earnings per share - Basic                                               $0.04              $0.27
                                                                  ==============     ==============
Earnings per share - Diluted                                             $0.04              $0.27
                                                                  ==============     ==============
Weighted-average shares outstanding - Basic                             41,587             41,554
                                                                  ==============     ==============
Weighted-average shares outstanding -Diluted                            41,587             41,930
                                                                  ==============     ==============


   The accompanying notes are an integral part of these financial statements.

                                       4





                                Stein Mart, Inc.
                            Statements of Cash Flows
                                   (Unaudited)
                                 (In thousands)



                                                                        For The 13 Weeks Ended
                                                                  ---------------------------------
                                                                      May 3,             May 4,
                                                                       2003               2002
                                                                  --------------     --------------
                                                                                    
Cash flows from operating activities:
  Net income                                                           $ 1,513            $11,368
  Adjustments to reconcile net income to net cash provided by
   operating activities:
      Depreciation and amortization                                      4,824              4,536
      Impairment of property and other assets                              765               -
      Deferred income taxes                                                (46)             7,100
      Tax benefit from exercise of stock options                          -                   377
      Changes in assets and liabilities:
        Trade and other receivables                                      1,219              1,811
        Inventories                                                    (32,608)           (49,374)
        Prepaid expenses and other current assets                         (891)              (863)
        Other assets                                                      (354)               351
        Accounts payable                                                26,330             33,289
        Accrued liabilities                                               (462)             2,863
        Income taxes payable                                            (4,446)            (2,330)
        Other liabilities                                                1,886                (59)
                                                                  --------------     --------------
  Net cash (used in) provided by operating activities                   (2,270)             9,069

Cash flows used in investing activities:
  Capital expenditures                                                  (5,275)            (7,256)

Cash flows from financing activities:
  Net borrowings under notes payable to banks                           14,950              5,950
  Proceeds from exercise of stock options                                 -                   726
  Purchase of common stock                                                (212)              (112)
                                                                  --------------     --------------
  Net cash provided by financing activities                             14,738              6,564
                                                                  --------------     --------------
Net increase in cash and cash equivalents                                7,193              8,377
Cash and cash equivalents at beginning of year                           9,859             10,276
                                                                  --------------     --------------
Cash and cash equivalents at end of period                             $17,052            $18,653
                                                                  ==============     ==============
Supplemental disclosures of cash flow information:
  Interest paid                                                        $   407            $   629
  Income taxes paid                                                      5,412              1,783


The accompanying notes are an integral part of these financial statements.

                                       5



                                STEIN MART, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   May 3, 2003
                                   (Unaudited)

1.  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 13-week 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 February 1, 2003.

2.  Store Closings
The Company regularly reviews  under-performing stores and implements strategies
designed to improve their performance.  In Spring 2003,  following more than two
years of  retail  economic  weakness,  it was  determined  that a group of these
under-performing  stores would be unlikely to achieve  profitability despite the
Company's  concerted efforts to stimulate sales. In order to improve the quality
of the Company's  portfolio of stores,  management  decided in April to close 13
stores in addition to the three  already  planned for closure in 2003.  Three of
these stores have been closed,  incurring  minimal lease exit costs.  Nine began
their going out of business  process in May and the remaining four will close by
the end of the year.  In  accordance  with  Statement  of  Financial  Accounting
Standards  ("SFAS")  No.  146,  "Accounting  for Costs  Associated  with Exit or
Disposal  Activities," the estimated  charges that will be recorded at the store
closing  dates  during the last three  quarters  of 2003 are  approximately  $19
million to recognize  the present  value of store  closing  costs.  In addition,
approximately  $10 million in markdowns will be required to liquidate  inventory
in those stores.

During the fourth quarter of 2002, the Company recorded a pre-tax non-cash asset
impairment  charge of $2.7 million to reduce the carrying  value of property and
equipment of certain closing and/or  under-performing stores to their respective
estimated fair value.  During the first quarter of 2003, the Company recorded an
additional  asset  impairment  charge of $0.8  million  to  further  reduce  the
carrying  value of property and equipment of four of the stores closing in 2003.
The charge is included in Selling,  general and  administrative  expenses in the
Statement of Income for the 13 weeks ended May 3, 2003.

The store closing reserve at May 3, 2003 includes the remaining lease obligation
for one store closed in December 1999 ($3.0  million) and the estimated  cost of
lease  terminations for four stores closed during 2002 ($1.6 million).  Payments
include ongoing lease costs for previously closed stores.  Activity in the store
closing reserve is as follows (000's):

                                                13 Weeks Ended
                                         ---------------------------
                                            May 3,         May 4,
                                             2003           2002
                                         ------------   ------------
Balance at beginning of period              $4,982         $5,680
Payments                                      (418)          (110)
                                         ------------   ------------
Balance at end of period                    $4,564         $5,570
                                         ============   ============

The store closing  reserve at May 3, 2003 and May 4, 2002 has a current  portion
(included  in  Accrued   liabilities)   of  $1.2   million  and  $0.9   million,
respectively,  and a long-term portion  (included in Other  liabilities) of $3.4
million and $4.7 million, respectively.

                                       6



                                STEIN MART, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   May 3, 2003
                                   (Unaudited)

3.  Notes Payable to Banks
The Company has a revolving credit agreement with a group of banks which extends
through June 2004.  The agreement,  which was amended in April 2002,  provides a
$135 million senior revolving credit facility, including a $10 million letter of
credit  sub-facility.  Borrowings are secured by trade and other receivables and
inventories.  Interest  is  payable at rates  based on  spreads  over the London
Interbank  Offering Rate (LIBOR) or the Prime Rate. A quarterly  commitment  fee
ranging  from  0.375% to 0.50% per annum is paid on the  unused  portion  of the
commitment.  The agreement  requires the Company to maintain  certain  financial
ratios and indebtedness  tests.  Notes payable to banks is classified as current
at May 3, 2003  because the Company was not in  compliance  with  certain of the
financial covenants at the end of the quarter.  The Company is in the process of
negotiating a new credit agreement which is expected to close in June 2003.

4.  Accounting For Stock-Based Compensation
The  Company  has adopted  the  disclosure-only  provisions  of SFAS No. 123, as
amended by SFAS No. 148, "Accounting for Stock-Based  Compensation," and intends
to retain the intrinsic value method of accounting for stock-based  compensation
which it currently uses.  Accordingly,  no compensation cost has been recognized
for the stock option plans. Had compensation  cost of the Company's stock option
plans been  determined  consistent  with the  provisions  of SFAS No.  123,  the
Company's  net  income and  earnings  per share  would have been  reduced to the
following pro forma amounts:

                                                    13 Weeks Ended
                                             ---------------------------
                                                May 3,         May 4,
                                                 2003           2002
                                             ------------   ------------
Net income - as reported                         $1,513        $11,368
Stock option compensation - net of tax              377            456
                                             ------------    -----------
Net income - pro forma                           $1,136        $10,912
                                             ============    ===========

Basic earnings per share - as reported            $0.04          $0.27
Diluted earnings per share - as reported           0.04           0.27

Basic earnings per share - pro forma              $0.03          $0.26
Diluted earnings per share - pro forma             0.03           0.26

5.  Earnings Per Share and Stockholders' Equity
Basic   earnings   per  share  is  computed  by  dividing   net  income  by  the
weighted-average  number of common shares  outstanding  for the period.  Diluted
earnings  per share is computed by dividing  net income by the  weighted-average
number of common shares  outstanding  plus common stock  equivalents  related to
stock options for each period.

A reconciliation of weighted-average number of common shares to weighted-average
number of common shares plus common stock equivalents is as follows (000's):

                                                   13 Weeks Ended
                                             ---------------------------
                                                May 3,         May 4,
                                                 2003           2002
                                             ------------   ------------
Weighted-average number of common shares         41,587         41,554
Stock options                                      -               376
                                             ------------   ------------
Weighted-average number of common shares
  plus common stock equivalents                  41,587         41,930
                                             ============   ============

During the first quarter of 2003 and 2002, the Company repurchased 50,000 shares
and 10,000 shares for $212,000 and $112,000, respectively.

                                       7



                                Stein Mart, Inc.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
This document includes a number of forward-looking  statements which reflect the
Company's current views with respect to future events and financial performance.
Wherever used, the words "plan", "expect",  "anticipate",  "believe", "estimate"
and similar expressions identify forward looking statements.

Any such  forward-looking  statements  contained in this document are subject to
risks and  uncertainties  that  could  cause the  Company's  actual  results  of
operations to differ materially from historical results or current expectations.
These  risks  include,  without  limitation,   ongoing  competition  from  other
retailers  many of whom are  larger and have  greater  financial  and  marketing
resources,  the  availability  of suitable new store sites at  acceptable  lease
terms,  ability  to  successfully   implement  strategies  to  exit  or  improve
under-performing  stores,  changes in store  closings,  changing  preferences in
apparel,  changes in the level of consumer spending due to current events and/or
general economic  conditions,  continued  decreases in comparable  stores sales,
adequate  sources of designer and brand-name  merchandise at acceptable  prices,
and the Company's  ability to attract and retain qualified  employees to support
planned growth.

The Company does not undertake to publicly update or revise its  forward-looking
statements  even if experience  or future  changes make clear that any projected
results expressed or implied therein will not be realized.

Results of Operations
The following table sets forth, for the periods indicated, the percentage of the
Company's net sales represented by each line item presented:

                                                    13 Weeks Ended
                                             ---------------------------
                                                May 3,         May 4,
                                                 2003           2002
                                             ------------   ------------
Net sales                                         100.0%         100.0%
Cost of merchandise sold                           74.7           72.9
                                             ------------   ------------
      Gross profit                                 25.3           27.1
Selling, general and administrative expenses       25.6           22.8
Other income, net                                   1.1            1.0
                                             ------------   ------------
      Income from operations                        0.8            5.3
Interest expense                                    0.1            0.2
                                             ------------   ------------
Income before income taxes                          0.7%           5.1%
                                             ============   ============

Store Closings
In April  2003,  management  decided  to close 13  stores in  addition  to three
already planned for closure in 2003 (see Note 2 to the Financial Statements). In
accordance with SFAS No. 146 the estimated  pretax charges that will be recorded
at the  store  closing  dates  during  the  last  three  quarters  of  2003  are
approximately $19 million to recognize the present value of store closing costs.
In  addition,  approximately  $10  million  in  markdowns  will be  required  to
liquidate inventory in those stores.

For the 13 weeks ended May 3, 2003 compared to the 13 weeks ended May 4, 2002
Seven stores were opened and two were closed during the first quarter this year,
bringing  to 270 the number of stores in  operation  this year  compared  to 261
stores in operation at the end of the first quarter of 2002.

Net sales for the 13 weeks ended May 3, 2003 were $330.6 million,  a 7.1 percent
decrease  from  net  sales  of  $356.0  million  for the  same  period  of 2002.
Comparable store net sales decreased 9.3 percent from the first quarter of 2002.

                                       8



                                Stein Mart, Inc.

Gross  profit  for the 13 weeks  ended  May 3, 2003 was  $83.7  million  or 25.3
percent of net sales  compared to $96.5 million or 27.1 percent of net sales for
the  first  quarter  of 2002.  The 1.8  percent  decrease  in the  gross  profit
percentage  resulted  primarily  from higher  markdowns  and a lack of occupancy
leverage,  somewhat offset by higher mark-up and reduced  shrinkage in the first
quarter this year compared to last year.

Selling,  general and administrative expenses were $84.5 million or 25.6 percent
of net sales for the 13 weeks ended May 3, 2003, as compared to $81.3 million or
22.8  percent  of net sales  for the same 2002  quarter.  The 2.8%  increase  in
selling,  general and administrative expenses as a percent of sales is primarily
due to a lack of sales  leverage  resulting  from the 9.3  percent  decrease  in
comparable store sales. Included in Selling, general and administrative expenses
for the first  quarter  of 2003 is a  pre-tax  asset  impairment  charge of $0.8
million related to 2003 store closings (see Note 2 to the Financial Statements).

Other income, primarily from in-store leased shoe departments grew slightly as a
percent of net sales due to the  completed  transition  to a new shoe  lessee in
half of the leased shoe departments.

Interest expense was $0.4 million for the first quarter of 2003 and $0.6 million
for the  first  quarter  of 2002.  The  decrease  resulted  from  lower  average
borrowings as a result of decreased  inventory  levels on a per store basis,  as
well as lower interest rates during the first quarter this year compared to last
year.

Net income  for the first  quarter  of 2003 was $1.5  million  or $0.04  diluted
earnings  per share  compared  to net income of $11.4  million or $0.27  diluted
earnings per share for the first quarter of 2002.

Liquidity and Capital Resources
Net cash used in  operating  activities  was $2.3 million for the 13 weeks ended
May 3, 2003  compared  to net cash  provided  by  operating  activities  of $9.1
million for the comparable period in 2002. The primary differences in cash flows
from  operating  activities  between  the  first  quarter  of 2003 and 2002 were
decreased  net  income  and  decreased  cash  required  for the  procurement  of
merchandise due to the Company's continued inventory control management.

During  the  first 13  weeks of 2003 and  2002,  cash  flows  used in  investing
activities  amounted to $5.3 million and $7.3 million,  respectively,  primarily
for acquisition of fixtures,  equipment,  and leasehold improvements for new and
existing  stores.  Total capital  expenditures  for 2003 are  anticipated  to be
approximately $17 million.

Cash flows from financing activities were $14.7 million and $6.6 million for the
13 weeks ended May 3, 2003 and May 4, 2002,  respectively,  which  reflected  in
both periods net borrowing  under the Company's  revolving  credit  agreement to
meet seasonal  working  capital  requirements.  During the 13 weeks ended May 3,
2003,  cash was used to repurchase  50,000 shares of the Company's  common stock
for $212,000  compared with 10,000 shares  repurchased for $112,000 in same 2002
period.

The  Company  has a  revolving  credit  agreement  with a group of  banks  which
requires the Company to maintain certain  financial ratios and meet required net
worth and indebtedness  tests. The Company was not in compliance with certain of
the  financial  covenants  at May 3,  2003.  The  Company  is in the  process of
negotiating a new credit  agreement which is expected to close in June 2003. The
Company  believes  that cash flow  generated  from  operating  activities,  bank
borrowings  and vendor  credit will be  sufficient to fund current and long-term
capital expenditures and working capital requirements.

Seasonality
The  Company's  business is seasonal in nature with a higher  percentage  of the
Company's  merchandise  sales and  earnings  generated  in the fall and  holiday
selling seasons.  Accordingly,  selling, general and administrative expenses are
typically  higher as a percent of net sales  during the first three  quarters of
each year.

                                       9



                                Stein Mart, Inc.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest on the Company's  borrowings  under its revolving  credit  agreement is
based on  variable  interest  rates and is,  therefore,  affected  by changes in
market interest rates. The Company does not use derivative financial instruments
to  hedge  the  interest   rate  exposure  and  does  not  engage  in  financial
transactions for trading or speculative purposes.

ITEM 4.  DISCLOSURE CONTROLS AND PROCEDURES
The  Company's  management,  including  the Chief  Executive  Officer  and Chief
Financial Officer,  have evaluated the effectiveness of the Company's disclosure
controls  and  procedures,  as defined in Exchange  Act Rules 13a-14 and 15d-14,
within 90 days prior to the filing date of this  Quarterly  Report on Form 10-Q.
Based upon this  evaluation,  the Chief  Executive  Officer and Chief  Financial
Officer have concluded that the Company's disclosure controls and procedures are
effective in ensuring that material  information relating to the Company is made
known to them by Company employees, particularly during the period in which this
Quarterly  Report was being prepared.  There were no significant  changes in the
Company's internal controls or in other factors that could significantly  affect
these controls subsequent to the date of evaluation.

                                       10



                                Stein Mart, Inc.
                           PART II - OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders
         The Annual  Meeting of  Stockholders  of Stein Mart,  Inc. was  held on
         June 9, 2003.  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
              ----------------------------   --------------   --------------
               Alvin R. Carpenter              40,386,598        159,258
               Linda McFarland Farthing        40,007,640        538,216
               Michael D. Fisher               40,381,086        164,770
               Mitchell W. Legler              39,678,116        867,740
               Gwen K. Manto                   40,378,879        166,977
               Michael D. Rose                 40,006,440        539,416
               Richard L. Sisisky              40,385,199        160,657
               Jay Stein                       40,387,088        158,768
               Martin E. Stein, Jr.            40,038,525        507,331
               J. Wayne Weaver                 40,384,648        161,208
               John H. Williams, Jr.           40,385,284        160,572
               James H. Winston                40,006,540        539,316

Item 6.  Exhibits and Reports on Form 8-K
         (a) Exhibits:
             99.1 Certification of  the Chief Executive  Officer  Pursuant to 18
             U.S.C. Section 1350
             99.2 Certification of  the Chief Financial  Officer  Pursuant to 18
             U.S.C. Section 1350

         (b) Reports on Form 8-K:
             A  press  release  dated  May 8, 2003 was  filed  in a  Form 8-K on
             May 14, 2003.
             A  press  release  dated May 22, 2003 was  filed  in a  Form 8-K on
             May 29, 2003.

                                       11



                                   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:   June 16, 2003                      /s/ Michael D. Fisher
                                           -------------------------------------
                                           Michael D. Fisher
                                           President and Chief Executive Officer


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

                                       12



                                 CERTIFICATIONS

I, Michael D. Fisher, certify that:

1.      I have  reviewed this quarterly report on Form 10-Q of Stein Mart, Inc.;

2.      Based on  my  knowledge,  this  quarterly  report  does not  contain any
        untrue  statement  of a material  fact or omit to state a material  fact
        necessary to  make the  statements  made, in light of the  circumstances
        under which  such  statements  were made, not misleading with respect to
        the period covered by this quarterly report;

3.      Based on  my knowledge,  the financial  statements,  and other financial
        information  included  in this quarterly  report,  fairly present in all
        material  respects  the financial  condition,  results of operations and
        cash flows  of Stein Mart, Inc. as of, and for, the periods presented in
        this quarterly report;

4.      The registrant's  other  certifying  officers and  I are responsible for
        establishing  and  maintaining  disclosure  controls and  procedures (as
        defined in Exchange Act Rules 13a-14 and 15d-14) for the  registrant and
        we have:

        a.      designed  such  disclosure  controls  and  procedures  to ensure
                that  material   information   relating   to   the   registrant,
                including its consolidated  subsidiaries,  is  made  known to us
                by  others  within  those  entities,  particularly  during   the
                period in which this quarterly report is being prepared;

        b.      evaluated  the  effectiveness  of  the  registrant's  disclosure
                controls and  procedures  as of a  date within 90 days  prior to
                the filing  date  of  this  quarterly  report  (the  "Evaluation
                Date"); and

        c.      presented in  this  quarterly  report our conclusions  about the
                effectiveness of the  disclosure  controls  and procedures based
                on our evaluation as of the Evaluation Date;

5.      The registrant's  other certifying officers and I have disclosed,  based
        on our most recent  evaluation,  to  the  registrant's  auditors and the
        audit  committee  of  registrant's   board  of   directors  (or  persons
        performing the equivalent function):

        a.      all  significant  deficiencies  in  the  design or  operation of
                internal   controls   which    could    adversely   affect   the
                registrant's  ability to record, process,  summarize  and report
                financial  data   and   have  identified  for  the  registrant's
                auditors any material weaknesses in internal controls; and

        b.      any fraud,  whether or not material,  that  involves  management
                or  other  employees  who  have   a  significant  role  in   the
                registrant's internal controls; and

6.      The registrant's other certifying officers and  I have indicated in this
        quarterly  report  whether  or  not there  were  significant  changes in
        internal controls or in other factors that  could  significantly  affect
        internal controls subsequent to the date  of our most recent evaluation,
        including   any   corrective   actions   with  regard   to   significant
        deficiencies and material weaknesses.



Date:   June 16, 2003                      /s/ Michael D. Fisher
                                           -------------------------------------
                                           Michael D. Fisher
                                           President and Chief Executive Officer

                                       13



I, James G. Delfs, certify that:

1.      I have reviewed  this quarterly report on Form 10-Q of Stein Mart, Inc.;

2.      Based on  my  knowledge,  this  quarterly  report  does not  contain any
        untrue  statement of a material  fact or omit to state  a material  fact
        necessary to make the  statements  made, in light  of the  circumstances
        under which such  statements  were  made, not misleading with respect to
        the period covered by this quarterly report;

3.      Based on my knowledge,  the financial  statements,  and  other financial
        information  included in this quarterly  report,  fairly  present in all
        material  respects  the financial  condition,  results of operations and
        cash flows of Stein Mart, Inc. as of, and for, the periods  presented in
        this quarterly report;

4.      The registrant's  other  certifying  officers and I  are responsible for
        establishing  and  maintaining  disclosure  controls  and procedures (as
        defined in  Exchange Act Rules 13a-14 and 15d-14) for the registrant and
        we have:

        a.      designed  such  disclosure  controls  and  procedures  to ensure
                that   material   information   relating  to   the   registrant,
                including its consolidated  subsidiaries,  is  made  known to us
                by  others  within  those  entities,  particularly   during  the
                period in which this quarterly report is being prepared;

        b.      evaluated  the  effectiveness  of  the  registrant's  disclosure
                controls and  procedures  as of a date within  90  days prior to
                the filing  date  of  this  quarterly  report  (the  "Evaluation
                Date"); and

        c.      presented in  this quarterly  report  our conclusions  about the
                effectiveness of the disclosure  controls  and  procedures based
                on our evaluation as of the Evaluation Date;

5.      The registrant's other certifying officers and I  have disclosed,  based
        on our most recent  evaluation,  to  the  registrant's  auditors and the
        audit  committee  of  registrant's   board   of  directors  (or  persons
        performing the equivalent function):

        a.      all  significant  deficiencies  in  the  design or  operation of
                internal   controls    which    could   adversely   affect   the
                registrant's  ability to record, process,  summarize  and report
                financial  data   and   have  identified  for  the  registrant's
                auditors any material weaknesses in internal controls; and

        b.      any fraud,  whether  or not material,  that  involves management
                or   other  employees  who   have  a  significant  role  in  the
                registrant's internal controls; and

6.      The registrant's other certifying officers and  I have indicated in this
        quarterly  report  whether  or  not there  were  significant  changes in
        internal controls or in other factors  that could  significantly  affect
        internal controls subsequent to the date  of our most recent evaluation,
        including   any   corrective   actions   with   regard  to   significant
        deficiencies and material weaknesses.



Date:   June 16, 2003                      /s/ James G. Delfs
                                           -------------------------------------
                                           James G. Delfs
                                           Chief Financial Officer

                                       14

EX-99

                                                                    Exhibit 99.1



     Written Statement of the Chief Executive Officer Pursuant to 18 U.S.C.
                                  Section 1350

Solely  for the  purposes  of  complying  with 18 U.S.C.  Section  1350,  I, the
undersigned  President  and Chief  Executive  Officer of Stein Mart,  Inc.  (the
"Company"), hereby certify that:

1.      the Quarterly  Report on Form 10-Q of the Company  for the quarter ended
        May 3, 2003 (the  "Report")  fully  complies  with the  requirements  of
        Section 13(a) of the Securities Exchange Act of 1934; and

2.      the  information  contained  in  the  Report  fairly  presents,  in  all
        material respects, the financial condition and  results of operations of
        the Company.



Date:   June 16, 2003                      /s/ Michael D. Fisher
                                           -------------------------------------
                                           Michael D. Fisher

                                       15

EX-99

                                                                    Exhibit 99.2



     Written Statement of the Chief Financial Officer Pursuant to 18 U.S.C.
                                  Section 1350

Solely  for the  purposes  of  complying  with 18 U.S.C.  Section  1350,  I, the
undersigned Chief Financial Officer of Stein Mart, Inc. (the "Company"),  hereby
certify that:

1.      the Quarterly  Report on  Form 10-Q of the Company for the quarter ended
        May 3, 2003 (the  "Report")  fully  complies  with the  requirements  of
        Section 13(a) of the Securities Exchange Act of 1934; and

2.      the  information  contained  in  the  Report  fairly  presents,  in  all
        material respects, the financial condition and  results of operations of
        the Company.



Date:   June 16, 2003                      /s/ James G. Delfs
                                           -------------------------------------
                                           James G. Delfs

                                       16