SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                                 _____________

                                  FORM 8-A/A
                                 _____________

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(B) OR (G) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                                        
                                PSS WORLD MEDICAL, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                                                        
            Florida                                                                 59-3500595
- ----------------------------                                          --------------------------------
(State of Incorporation                                               (IRS Employer Identification No.)
    or Organization)
                                                                      
 
4345 Southpoint Boulevard
Jacksonville, Florida                                                                  32216
- ----------------------------                                            ---------------------------------  
(Address of Principal Executive Offices)                                             (Zip Code)



                                          
If this form relates to the registration     If this form relates to the registration of a
of a class of debt securities and is         class of debt securities and is to become
effective upon filing pursuant to General    effective simultaneously with the
Instruction A(c)(1) please check the         effectiveness of a concurrent registration
following box.  [_]                          statement under the Securities Act of 1933
                                             pursuant to General Instruction A(c)(2)
                                             please check the following box.  [_]





Securities to be registered pursuant to Section 12(b) of the Act:
                                                                  
 
 Title of each class                                                 Name of each exchange on which
 to be so registered                                                 each class is to be registered
- --------------------                                                 ------------------------------


                                         None

Securities to be registered pursuant to Section 12(g) of the Act:

                    Common Stock, par value $.01 per share
              --------------------------------------------------
                               (Title of class)

 
ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

     The information concerning the Common Stock, par value $.01 per share of 
PSS World Medical, Inc. (the "Company") registered by the Company under Form 8-A
dated April 12, 1994 is hereby amended by the addition of the following:

     Effective April 20, 1998, the Board of Directors of the Company declared a
distribution of one right (a "Right") for each outstanding share of Common
Stock, par value $0.01 per share (the "Common Stock"), to shareholders of record
at the close of business on May 1, 1998 and for each share of Common Stock
issued by the Company thereafter and prior to the Separation Time. Each Right
entitles the registered holder to purchase from the Company one one-thousandth
(1/1000th) of a share (a "Unit") of Series A Junior Participating Preferred
Stock, par value $0.01 per share (the "Preferred Stock"), at a purchase price of
$115 per Unit (the "Exercise Price"), subject to adjustment. The description and
terms of the Rights are set forth in a Shareholder Protection Rights Agreement
between the Company and Continental Stock Transfer & Trust Company, as Rights
Agent, dated as of April 20, 1998 (the "Rights Agreement").

     Initially, the Rights will attach to all certificates representing shares
of outstanding Common Stock, and no separate Rights certificates will be
distributed.  The Rights will separate from the Common Stock and the Separation
Time will occur upon the earlier of (i) ten business days (unless otherwise
accelerated or delayed by the Board) following public announcement that a person
or group of affiliated or associated persons (an "Acquiring Person") has
acquired, obtained the right to acquire, or otherwise obtained beneficial
ownership of 15% or more of the then outstanding shares of Common Stock, or (ii)
ten business days (unless otherwise delayed by the Board) following the
commencement of a tender offer or exchange offer that would result in the person
or group beneficially owning 15% or more of the then outstanding shares of
Common Stock.  An Acquiring Person does not include (a) any person who is a
beneficial owner of 15% or more of the Common Stock on April 20, 1998 (the date
of adoption of the Rights Agreement), unless such person shall thereafter
acquire beneficial ownership of additional Common Stock, (b) a person who
acquires beneficial ownership of 15% or more of the Common Stock without any
intention to affect control of the Company and who thereafter promptly divests
sufficient shares so that such person ceases to be the beneficial owner of 15%
or more of the Common Stock, or (c) a person who is or becomes a beneficial
owner of 15% or more of the Common Stock as a result of an option granted by the
Company in connection with an agreement to acquire or merge with the Company
prior to a Flip-In Date.

     Until the Separation Time, (i) the Rights will be evidenced by Common Stock
certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after May 1, 1998
(including shares distributed from Treasury) will contain a legend incorporating
the Rights Agreement by reference and (iii) the surrender for transfer of any
certificates representing outstanding Common Stock will also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificate.

     The Rights are not exercisable until the Separation Time and will expire at
the close of business on the tenth anniversary of the Rights Agreement unless
earlier terminated by the Company as described below.

                                      -2-



 
     As soon as practicable after the Separation Time, Rights Certificates will
be mailed to holders of record of Common Stock as of the close of business on
the date when the Separation Time occurs and, thereafter, the separate Rights
Certificates alone will represent the Rights.

     If a Flip-In Date occurs (i.e., the close of business ten business days
following announcement by the Company that a person has become an Acquiring
Person), and if the Company has not terminated the Rights as described below,
then the Rights entitle the holders thereof to acquire shares of Common Stock
(rather than Preferred Stock) having a value equal to twice the Exercise Price.
Instead of issuing shares of Common Stock upon exercise of a Right following a
Flip-In Date, the Company may substitute cash, property, a reduction in the
Exercise Price, Preferred Stock or other securities (or any combination of the
above) having a value equal to the Common Stock which would otherwise be
issuable.  In addition, at the option of the Board of Directors prior to the
time that any person becomes the beneficial owner of more than 50% of the Common
Stock, and rather than payment of the cash Exercise Price, each Right may be
exchanged for one share of Common Stock if a Flip-In Date occurs.
Notwithstanding any of the foregoing, all Rights that are, or (under certain
circumstances set forth in the Rights Agreement) were, beneficially owned by any
person on or after the date such person becomes an Acquiring Person will be null
and void.

     After a Flip-in Date occurs, the Company may not consolidate or merge with,
or sell 50% or more of its assets or earning power to, any person, if the
Company's Board of Directors is controlled by the Acquiring Person, unless
proper provision is made so that each Right would thereafter become a right to
buy, for the Exercise Price, that number of shares of common stock of such other
person having a market value of twice the Exercise Price.

     The Exercise Price payable and the number of Rights outstanding are subject
to adjustment from time to time to prevent dilution in the event of a stock
dividend, stock split or reverse stock split, or other recapitalization which
would change the number of shares of Common Stock outstanding.

     At any time until the close of business on the Flip-In Date, the Board of
Directors may terminate the Rights without any payment to the holders thereof.
The Board of Directors may condition termination of the Rights upon the
occurrence of a specified future time or event.

     Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.

     While the distribution of the Rights will not be taxable to shareholders or
to the Company, shareholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable.

     Any provisions of the Rights Agreement may be amended at any time prior to
the close of business on the Flip-In Date without the approval of holders of the
Rights, and thereafter, the Rights Agreement may be amended without approval of
the Rights holders in any way which does not materially adversely affect the
interests of the Rights holders.

     A total of 300,000 shares of Preferred Stock will be reserved for issuance
upon exercise of the Rights.

                                      -3-


 
     Each Unit of Preferred Stock will receive dividends at a rate per Unit
equal to any dividends (except dividends payable in Common Stock) paid with
respect to a share of Common Stock and, on a quarterly basis, an amount per
whole share of Preferred Stock equal to the excess of $1.00 over the aggregate
dividends paid per whole share of Preferred Stock during the immediately
preceding three-month period.

     In the event of liquidation, the holder of each Unit of Preferred Stock
will receive a preferred liquidation payment equal to the greater of $1.00 per
whole share or the per share amount paid in respect of a share of Common Stock.

     Each Unit of Preferred Stock will have one vote, voting together with the
Common Stock.

     In the event of any merger, consolidation, statutory share exchange or
other transaction in which shares of Common Stock are exchanged, each Unit of
Preferred Stock will be entitled to receive the per share amount paid in respect
of each share of Common Stock.

     The rights of holders of the Preferred Stock to dividends, liquidation and
voting, and in the event of mergers, statutory share exchanges and
consolidations, are protected by customary antidilution provisions.

     Because of the nature of the Preferred Stock's dividend, liquidation and
voting rights, the economic value of one Unit of Preferred Stock that may be
acquired upon the exercise of each Right should approximate the economic value
of one share of Common Stock.

     The Rights may have certain anti-takeover effects.  The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors of the Company (with, where
required by the Rights Agreement, the concurrence of a majority of the
continuing directors) unless the offer is conditioned on a substantial number of
Rights being acquired.  However, the Rights should not interfere with any
merger, statutory share exchange or other business combination approved by a
majority of the directors since the Rights may be terminated by the Board of
Directors at any time on or prior to the close of business ten business days
after announcement by the Company that a person has become an Acquiring Person.
Thus, the Rights are intended to encourage persons who may seek to acquire
control of the Company to initiate such an acquisition through negotiations with
the Board of Directors.  However, the effect of the Rights may be to discourage
a third party from making a partial tender offer or otherwise attempting to
obtain a substantial equity position in the equity securities of, or seeking to
obtain control of, the Company.  To the extent any potential acquirors are
deterred by the Rights, the Rights may have the effect of preserving incumbent
management in office.

   A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an exhibit to the Company's Current Report on Form 8-K
dated April 20, 1998 and is incorporated herein by reference.  The foregoing
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to such exhibit.


                                      -4-


 
ITEM 2.  EXHIBITS.

   1.  Shareholder Protection Rights Agreement, dated as of April 20, 1998,
between the Company and Continental Stock Transfer & Trust Company (which
includes as Exhibit A thereto the Form of Rights Certificate), incorporated
herein by reference from Exhibit 99.1 of PSS World Medical, Inc.'s Form 8-K
dated April 20, 1998.

   2.  Amended and Restated Articles of Incorporation, as amended, of the
Registrant, incorporated herein by reference from Exhibit 3.1 of PSS World
Medical, Inc.'s Current Report on Form 8-K dated March 26, 1998.

   3.  Form of Specimen Certificate of PSS World Medical, Inc. Common Stock
incorporated herein by reference from Exhibit 4.1 of PSS World Medical, Inc.'s
Current Report on Form 8-K dated March 26, 1998.

   4.  Amended and Restated Bylaws of the Registrant, incorporated herein by
reference from PSS World Medical, Inc.'s Registration Statement on Form S-1
(Reg. No. 33-76580).

   5.  Press Release dated April 21, 1998, incorporated herein by reference to
Exhibit 99.2 of PSS World Medical, Inc.'s Current Report on Form 8-K dated April
20, 1998.


                                      -5-




 
                                   SIGNATURES
                                        

   Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to the registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.


                           PSS WORLD MEDICAL, INC.



Date:  April 20, 1998      By:  /s/ David A. Smith
                               ---------------------
                               David A. Smith
                               Executive Vice President and 
                               Chief Financial Officer



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