As filed with the Securities and Exchange Commission on June 21, 2001
                                   Registration Statement No.____________
--------------------------------------------------------------------------------

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

                              FORM S-8
                       REGISTRATION STATEMENT
                               UNDER
                     THE SECURITIES ACT OF 1933


                     PUBLIX SUPER MARKETS, INC.
                     --------------------------
        (Exact name of Registrant as specified in its charter)

               Florida                               59-0324412
               -------                               ----------
    (State or other jurisdiction                (I.R.S. Employer
  of incorporation or organization)              Identification Number)

                        1936 George Jenkins Boulevard
                             Lakeland, Florida 33815
                             -----------------------
                         (Address, including zip code,
                 of Registrant's principal executive offices)


                           PUBLIX SUPER MARKETS, INC.
                  NON-EMPLOYEE DIRECTORS STOCK PURCHASE PLAN
                  ------------------------------------------
                              (Full title of the plan)

                         John A. Attaway, Jr., Secretary
                             Publix Super Markets, Inc.
                           1936 George Jenkins Boulevard
                               Lakeland, Florida 33815
                               -----------------------
                        (Name and address of agent for service)

                                 (863) 688-1188
                                 --------------
          (Telephone number, including area code, of agent for service)

                          CALCULATION OF REGISTRATION FEE

================================================================================
 Title of         Amount    Proposed Maximum   Proposed Maximum      Amount of
Securities to      to be     Offering Price   Aggregate Offering   Registration
be Registered   Registered    Per Share(1)          Price              Fee
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Common Stock.   500,000 shs.     $48.50          $24,250,000.00       $6,062.50

================================================================================

(1)  Estimated pursuant to Rule 457(c), solely for the purpose of calculating
     the registration fee, based upon the most recently available appraisal of
     the fair market value of the Common Stock


<PAGE>


                                     PART II

                     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     By this reference,  the following  documents filed or to be filed by Publix
Super Markets,  Inc. (the "Company") with the Securities and Exchange Commission
(the  "Commission")  are incorporated  into and made a part of this Registration
Statement:

     1. The Company's Annual Report on Form 10-K (Commission File No. 0-981) for
        the year ended  December 30,  2000,  as filed with the  Commission
        on March 30, 2001.

     2. The Company's  Quarterly Report on Form 10-Q (Commission File No. 0-981)
        for the quarter  ended March 31, 2001,  as filed with the  Commission on
        May 15, 2001.

     3. All documents filed by the Company with the Commission subsequent to the
        date of this  Registration  Statement under Section 13(a),  13(c), 14 or
        15(d) of the  Securities Exchange Act of 1934, and  prior to the  filing
        of  a  post-effective  amendment which  indicates  that  all  securities
        offered  have  been  sold  or  which  deregisters  all  securities  then
        remaining  unsold,  shall  be  deemed to be incorporated into and made a
        part of this  Registration  Statement  from  the date of filing of  such
        documents with the Commission.

     4. The  description  of the Common Stock of the Company contained on page 2
        of the Company's Amendment on Form 8 dated September 15, 1992 (amending
        Item  14  of  the  Company's  Registration  Statement on  Form  10 dated
        April 28, 1965).


Item 4. Description of Securities.

        Not Applicable.


Item 5. Interests of Named Experts and Counsel.

        Not Applicable.


Item 6. Indemnification of Directors and Officers.

     The Florida  Business  Corporation  Act, as amended  (the  "Florida  Act"),
 provides that, in general, a business  corporation may indemnify any person who
 is or was a party to any  proceeding  (other than an action by, or in the right
 of, the  corporation) by reason of the fact that he or she is or was a director
 or officer of the corporation,  against  liability  incurred in connection with
 such proceeding,  including any appeal thereof,  provided certain standards are
 met,  including  that such  officer  or  director  acted in good faith and in a
 manner he or she  reasonably  believed  to be in, or not  opposed  to, the best
 interests of the  corporation,  and provided  further that, with respect to any
 criminal action or proceeding,  the officer or director had no reasonable cause
 to believe his or her conduct was unlawful. In the case of proceedings by or in
 the right of the  corporation,  the Florida Act provides  that,  in general,  a
 corporation  may  indemnify  any  person  who  was or is a  party  to any  such
 proceeding by reason of the fact that he or she is or was a director or officer
 of the corporation against expenses and amounts paid in settlement actually and

                                II-2

<PAGE>




 reasonably  incurred  in  connection  with the  defense or  settlement  of such
 proceeding,  including any appeal  thereof,  provided that such person acted in
 good  faith  and in a manner  he or she  reasonably  believed  to be in, or not
 opposed  to,  the  best   interests   of  the   corporation,   except  that  no
 indemnification  shall be made in respect of any claim as to which such  person
 is adjudged  liable unless a court of competent  jurisdiction  determines  upon
 application that such person is fairly and reasonably entitled to indemnity. To
 the extent  that any  officers or  directors  are  successful  on the merits or
 otherwise in the defense of any of the proceedings described above, the Florida
 Act provides  that the  corporation  is required to indemnify  such officers or
 directors  against  expenses  actually and  reasonably  incurred in  connection
 therewith.  However,  the  Florida  Act  further  provides  that,  in  general,
 indemnification or advancement of expenses shall not be made to or on behalf of
 any officer or director if a judgment or other final  adjudication  establishes
 that his or her actions,  or omissions  to act,  were  material to the cause of
 action so  adjudicated  and  constitute:  (i) a violation of the criminal  law,
 unless the  director  or officer  had  reasonable  cause to believe  his or her
 conduct was lawful or had no reasonable cause to believe it was unlawful;  (ii)
 a transaction  from which the director or officer derived an improper  personal
 benefit;  (iii) in the case of a  director,  a  circumstance  under  which  the
 director has voted for or assented to a  distribution  made in violation of the
 Florida Act or the  corporation's  articles of  incorporation;  or (iv) willful
 misconduct or a conscious  disregard for the best interests of the  corporation
 in a proceeding by or in the right of the  corporation to procure a judgment in
 its favor or in a  proceeding  by or in the right of a  shareholder.  Under the
 terms of the Company's  Articles of Incorporation and Bylaws, the Company shall
 indemnify any director or officer or any former  director and officer,  and may
 indemnify any employee or former  employer,  in each case to the fullest extent
 permitted by law.

Item 7. Exemption From Registration Claimed.

        Not Applicable.

Item 8. Exhibits.

Exhibit
Number        Description
------        -----------

4.1  Articles of  Incorporation  of the Company,  together  with all  amendments
     thereto, are incorporated by reference to the exhibits to the Annual Report
     of the Company on Form 10-K for the year ended December 25, 1993.

4.2  Amended and Restated  By-laws of the Company are  incorporated by reference
     to the  exhibits  to the Annual  Report of the Company on Form 10-K for the
     year ended December 28, 1996.

5    Opinion of Trenam,  Kemker,  Scharf,  Barkin, Frye, O'Neill & Mullis, as to
     the legality of the Common Stock being registered

23.1 Consent  of  Trenam,   Kemker,  Scharf,  Barkin,  Frye,  O'Neill  &  Mullis
     (contained in Exhibit 5)

23.2 Consent of KPMG LLP

24   Powers of Attorney (contained on signature page)

                                II-3

<PAGE>


Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

    (1)  To file, during any period in which offers or sales are being  made, a
         post-effective amendment to this registration statement:

     (i)    To  include   any  prospectus  required by Section 10(a)(3)  of  the
            Securities Act of 1933;

     (ii)   To reflect in the  prospectus  any facts or events arising after the
            effective  date of the  registration  statement  (or the most recent
            post-effective  amendment  thereof)  which,  individually  or in the
            aggregate,  represent a fundamental  change in the  information  set
            forth in the registration statement.  Notwithstanding the foregoing,
            any  increase or decrease  in volume of  securities  offered (if the
            total dollar value of securities offered would not exceed that which
            was  registered)  and any deviation  from the low or high end of the
            estimated  maximum  offering  range may be  reflected in the form of
            prospectus filed with the Commission  pursuant to Rule 424(b) if, in
            the  aggregate,  the changes in volume and price  represent  no more
            than a 20% change in the maximum aggregate  offering price set forth
            in the  "Calculation  of  Registration  Fee" table in the  effective
            registration statement;

     (iii)  To include  any  material  information  with  respect to the plan of
            distribution not previously disclosed in the registration  statement
            or any  material  change  to such  information  in the  registration
            statement;

        provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
        if the information required to be included in a post-effective amendment
        by those  paragraphs  is  contained  in periodic  reports  filed with or
        furnished to the Commission by the registrant  pursuant to Section 13 or
        Section  15(d)  of  the  Securities   Exchange  Act  of  1934  that  are
        incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
         Act of 1933, each such post-effective amendment shall be deemed to be a
         new registration  statement relating to the securities offered therein,
         and the offering of such  securities at that time shall be deemed to be
         the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
         of  the  securities   being  registered  which  remain  unsold  at  the
         termination of the offering.

(b) The  undersigned   registrant   hereby  undertakes  that,  for  purposes  of
    determining  any liability  under the Securities Act of 1933, each filing of
    the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
    the Securities  Exchange Act of 1934 (and, where applicable,  each filing of
    an employee  benefit  plan's annual report  pursuant to Section 15(d) of the
    Securities  Exchange Act of 1934) that is  incorporated  by reference in the
    registration  statement shall be deemed to be a new  registration  statement
    relating  to the  securities  offered  therein,  and  the  offering  of such
    securities at that time shall be deemed to be the initial bona fide offering
    thereof.

                                II-4

<PAGE>


(h) Insofar as indemnification  for liabilities arising under the Securities Act
    of 1933 may be permitted to directors,  officers and controlling  persons of
    the registrant pursuant to the provisions described in Item 6, or otherwise,
    the  registrant  has been advised that in the opinion of the  Securities and
    Exchange  Commission  such  indemnification  is  against  public  policy  as
    expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
    the event that a claim for  indemnification  against such liabilities (other
    than  the  payment  by the  registrant  of  expenses  incurred  or paid by a
    director,  officer or controlling person of the registrant in the successful
    defense of any action,  suit or  proceeding)  is asserted by such  director,
    officer  or  controlling  person in  connection  with the  securities  being
    registered,  the registrant  will,  unless in the opinion of its counsel the
    matter  has been  settled  by  controlling  precedent,  submit to a court of
    appropriate  jurisdiction the question whether such indemnification by it is
    against public policy as expressed in the Securities Act of 1933 and will be
    governed by the final adjudication of such issue.

                                II-5

<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 Lakeland, State of Florida, on the 21st day of June,
2001.


                                    Publix Super Markets, Inc.


                                    By:/s/ John A. Attaway, Jr.
                                    ---------------------------
                                    John A. Attaway, Jr.
                                    Secretary




      KNOW ALL MEN BY THESE PRESENTS that each of the  undersigned  officers and
directors of Publix Super Markets, Inc., a Florida corporation,  for himself and
not for one another, does hereby constitute and appoint John A. Attaway, Jr. and
Tina P. Johnson, and each of them, a true and lawful attorney in his name, place
and  stead,  in any  and  all  capacities,  to  sign  his  name  to any  and all
amendments, including post-effective amendments, to this registration statement,
with respect to the proposed issuance, sale and delivery of shares of its Common
Stock,  and to cause  the same to be filed  with  the  Securities  and  Exchange
Commission,  granting  unto  said  attorneys  and each of them  full  power  and
authority to do and perform any act and thing necessary and proper to be done in
the premises,  as fully to all intents and purposes as the undersigned  could do
if personally  present,  and each of the undersigned for himself hereby ratifies
and  confirms all that said  attorneys  or any one of them shall  lawfully do or
cause to be done by virtue hereof.

      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.

Signature                      Title                          Date
---------                      -----                          ----


/s/ Howard M. Jenkins          Chairman of the Board          June 21, 2001
---------------------------    and Director
Howard M. Jenkins


/s/ Charles H. Jenkins, Jr.    Chief Executive Officer and    June 21, 2001
---------------------------    Director (Principal Executive
Charles H. Jenkins, Jr.        Officer)


/s/ W. Edwin Crenshaw          President and Director         June 21, 2001
---------------------------
W. Edwin Crenshaw


/s/ Hoyt R. Barnett            Vice Chairman and Director     June 21, 2001
---------------------------
Hoyt R. Barnett





                                II-6


<PAGE>



Signature                     Title                           Date
---------                     -----                           ----


/s/ Tina P. Johnson            Senior Vice President and      June 21, 2001
---------------------------    Director
Tina P. Johnson


/s/ David P. Phillips          Chief Financial Officer and    June 21, 2001
---------------------------    Treasurer (Principal Financial
David P. Phillips              and Accounting Officer)




                                II-7

<PAGE>








                                  EXHIBIT INDEX

Exhibit
Number       Description
------       -----------

 4.1         Articles  of  Incorporation  of  the  Company,  together  with  all
             amendments  thereto,  are incorporated by reference to the exhibits
             to  the  Annual  Report  of  the  Company on Form 10-K for the year
             ended December 25, 1993.

 4.2         Amended  and  Restated  By-laws of the Company are  incorporated by
             reference  to  the  exhibits to the Annual Report of the Company on
             Form 10-K for the year ended December 28, 1996.

 5           Opinion of Trenam,  Kemker, Scharf, Barkin, Frye, O'Neill & Mullis,
             as to the legality of the Common Stock being registered

23.1         Consent of  Trenam,  Kemker, Scharf, Barkin, Frye, O'Neill & Mullis
             (contained in Exhibit 5)

23.2         Consent of KPMG LLP

24           Powers of Attorney (contained on signature page)

                                II-8
[{"type": "S-8", "sequence": "1", "filename": "nedsppfs-8.txt", "description": "PUBLIX SUPER MARKETS, INC.  NON-EMP DIRECTORS SPP", "secsgml_size_bytes": 18470}]
{"company-data": {"conformed-name": "PUBLIX SUPER MARKETS INC", "cik": "0000081061", "assigned-sic": "5411", "irs-number": "590324412", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63544", "film-number": "1664889"}, "business-address": {"street1": "PO BOX 407", "city": "LAKELAND", "state": "FL", "zip": "33802", "phone": "8636881188"}, "mail-address": {"street1": "PO BOX 407", "city": "LAKELAND", "state": "FL", "zip": "33802"}}
As filed with the Securities and Exchange Commission on June 21, 2001
                                   Registration Statement No.____________
--------------------------------------------------------------------------------

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

                              FORM S-8
                       REGISTRATION STATEMENT
                               UNDER
                     THE SECURITIES ACT OF 1933

                     PUBLIX SUPER MARKETS, INC.
                     --------------------------
        (Exact name of Registrant as specified in its charter)

               Florida                               59-0324412
               -------                               ----------
    (State or other jurisdiction                (I.R.S. Employer
  of incorporation or organization)              Identification Number)

                        1936 George Jenkins Boulevard
                             Lakeland, Florida 33815
                             -----------------------
                         (Address, including zip code,
                 of Registrant's principal executive offices)

                           PUBLIX SUPER MARKETS, INC.
                  NON-EMPLOYEE DIRECTORS STOCK PURCHASE PLAN
                  ------------------------------------------
                              (Full title of the plan)

                         John A. Attaway, Jr., Secretary
                             Publix Super Markets, Inc.
                           1936 George Jenkins Boulevard
                               Lakeland, Florida 33815
                               -----------------------
                        (Name and address of agent for service)

                                 (863) 688-1188
                                 --------------
          (Telephone number, including area code, of agent for service)

                          CALCULATION OF REGISTRATION FEE

================================================================================
 Title of         Amount    Proposed Maximum   Proposed Maximum      Amount of
Securities to      to be     Offering Price   Aggregate Offering   Registration
be Registered   Registered    Per Share(1)          Price              Fee
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Common Stock.   500,000 shs.     $48.50          $24,250,000.00       $6,062.50

================================================================================

(1)  Estimated pursuant to Rule 457(c), solely for the purpose of calculating
     the registration fee, based upon the most recently available appraisal of
     the fair market value of the Common Stock
PART II

                     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     By this reference,  the following  documents filed or to be filed by Publix
Super Markets,  Inc. (the "Company") with the Securities and Exchange Commission
(the  "Commission")  are incorporated  into and made a part of this Registration
Statement:

     1. The Company's Annual Report on Form 10-K (Commission File No. 0-981) for
        the year ended  December 30,  2000,  as filed with the  Commission
        on March 30, 2001.

     2. The Company's  Quarterly Report on Form 10-Q (Commission File No. 0-981)
        for the quarter  ended March 31, 2001,  as filed with the  Commission on
        May 15, 2001.

     3. All documents filed by the Company with the Commission subsequent to the
        date of this  Registration  Statement under Section 13(a),  13(c), 14 or
        15(d) of the  Securities Exchange Act of 1934, and  prior to the  filing
        of  a  post-effective  amendment which  indicates  that  all  securities
        offered  have  been  sold  or  which  deregisters  all  securities  then
        remaining  unsold,  shall  be  deemed to be incorporated into and made a
        part of this  Registration  Statement  from  the date of filing of  such
        documents with the Commission.

     4. The  description  of the Common Stock of the Company contained on page 2
        of the Company's Amendment on Form 8 dated September 15, 1992 (amending
        Item  14  of  the  Company's  Registration  Statement on  Form  10 dated
        April 28, 1965).

Item 4. Description of Securities.

        Not Applicable.

Item 5. Interests of Named Experts and Counsel.

        Not Applicable.

Item 6. Indemnification of Directors and Officers.

     The Florida  Business  Corporation  Act, as amended  (the  "Florida  Act"),
 provides that, in general, a business  corporation may indemnify any person who
 is or was a party to any  proceeding  (other than an action by, or in the right
 of, the  corporation) by reason of the fact that he or she is or was a director
 or officer of the corporation,  against  liability  incurred in connection with
 such proceeding,  including any appeal thereof,  provided certain standards are
 met,  including  that such  officer  or  director  acted in good faith and in a
 manner he or she  reasonably  believed  to be in, or not  opposed  to, the best
 interests of the  corporation,  and provided  further that, with respect to any
 criminal action or proceeding,  the officer or director had no reasonable cause
 to believe his or her conduct was unlawful. In the case of proceedings by or in
 the right of the  corporation,  the Florida Act provides  that,  in general,  a
 corporation  may  indemnify  any  person  who  was or is a  party  to any  such
 proceeding by reason of the fact that he or she is or was a director or officer
 of the corporation against expenses and amounts paid in settlement actually and

                                II-2
reasonably  incurred  in  connection  with the  defense or  settlement  of such
 proceeding,  including any appeal  thereof,  provided that such person acted in
 good  faith  and in a manner  he or she  reasonably  believed  to be in, or not
 opposed  to,  the  best   interests   of  the   corporation,   except  that  no
 indemnification  shall be made in respect of any claim as to which such  person
 is adjudged  liable unless a court of competent  jurisdiction  determines  upon
 application that such person is fairly and reasonably entitled to indemnity. To
 the extent  that any  officers or  directors  are  successful  on the merits or
 otherwise in the defense of any of the proceedings described above, the Florida
 Act provides  that the  corporation  is required to indemnify  such officers or
 directors  against  expenses  actually and  reasonably  incurred in  connection
 therewith.  However,  the  Florida  Act  further  provides  that,  in  general,
 indemnification or advancement of expenses shall not be made to or on behalf of
 any officer or director if a judgment or other final  adjudication  establishes
 that his or her actions,  or omissions  to act,  were  material to the cause of
 action so  adjudicated  and  constitute:  (i) a violation of the criminal  law,
 unless the  director  or officer  had  reasonable  cause to believe  his or her
 conduct was lawful or had no reasonable cause to believe it was unlawful;  (ii)
 a transaction  from which the director or officer derived an improper  personal
 benefit;  (iii) in the case of a  director,  a  circumstance  under  which  the
 director has voted for or assented to a  distribution  made in violation of the
 Florida Act or the  corporation's  articles of  incorporation;  or (iv) willful
 misconduct or a conscious  disregard for the best interests of the  corporation
 in a proceeding by or in the right of the  corporation to procure a judgment in
 its favor or in a  proceeding  by or in the right of a  shareholder.  Under the
 terms of the Company's  Articles of Incorporation and Bylaws, the Company shall
 indemnify any director or officer or any former  director and officer,  and may
 indemnify any employee or former  employer,  in each case to the fullest extent
 permitted by law.

Item 7. Exemption From Registration Claimed.

        Not Applicable.

Item 8. Exhibits.

Exhibit
Number        Description
------        -----------

4.1  Articles of  Incorporation  of the Company,  together  with all  amendments
     thereto, are incorporated by reference to the exhibits to the Annual Report
     of the Company on Form 10-K for the year ended December 25, 1993.

4.2  Amended and Restated  By-laws of the Company are  incorporated by reference
     to the  exhibits  to the Annual  Report of the Company on Form 10-K for the
     year ended December 28, 1996.

5    Opinion of Trenam,  Kemker,  Scharf,  Barkin, Frye, O'Neill & Mullis, as to
     the legality of the Common Stock being registered

23.1 Consent  of  Trenam,   Kemker,  Scharf,  Barkin,  Frye,  O'Neill  &  Mullis
     (contained in Exhibit 5)

23.2 Consent of KPMG LLP

24   Powers of Attorney (contained on signature page)

                                II-3
Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

    (1)  To file, during any period in which offers or sales are being  made, a
         post-effective amendment to this registration statement:

     (i)    To  include   any  prospectus  required by Section 10(a)(3)  of  the
            Securities Act of 1933;

     (ii)   To reflect in the  prospectus  any facts or events arising after the
            effective  date of the  registration  statement  (or the most recent
            post-effective  amendment  thereof)  which,  individually  or in the
            aggregate,  represent a fundamental  change in the  information  set
            forth in the registration statement.  Notwithstanding the foregoing,
            any  increase or decrease  in volume of  securities  offered (if the
            total dollar value of securities offered would not exceed that which
            was  registered)  and any deviation  from the low or high end of the
            estimated  maximum  offering  range may be  reflected in the form of
            prospectus filed with the Commission  pursuant to Rule 424(b) if, in
            the  aggregate,  the changes in volume and price  represent  no more
            than a 20% change in the maximum aggregate  offering price set forth
            in the  "Calculation  of  Registration  Fee" table in the  effective
            registration statement;

     (iii)  To include  any  material  information  with  respect to the plan of
            distribution not previously disclosed in the registration  statement
            or any  material  change  to such  information  in the  registration
            statement;

        provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
        if the information required to be included in a post-effective amendment
        by those  paragraphs  is  contained  in periodic  reports  filed with or
        furnished to the Commission by the registrant  pursuant to Section 13 or
        Section  15(d)  of  the  Securities   Exchange  Act  of  1934  that  are
        incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
         Act of 1933, each such post-effective amendment shall be deemed to be a
         new registration  statement relating to the securities offered therein,
         and the offering of such  securities at that time shall be deemed to be
         the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
         of  the  securities   being  registered  which  remain  unsold  at  the
         termination of the offering.

(b) The  undersigned   registrant   hereby  undertakes  that,  for  purposes  of
    determining  any liability  under the Securities Act of 1933, each filing of
    the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
    the Securities  Exchange Act of 1934 (and, where applicable,  each filing of
    an employee  benefit  plan's annual report  pursuant to Section 15(d) of the
    Securities  Exchange Act of 1934) that is  incorporated  by reference in the
    registration  statement shall be deemed to be a new  registration  statement
    relating  to the  securities  offered  therein,  and  the  offering  of such
    securities at that time shall be deemed to be the initial bona fide offering
    thereof.

                                II-4
(h) Insofar as indemnification  for liabilities arising under the Securities Act
    of 1933 may be permitted to directors,  officers and controlling  persons of
    the registrant pursuant to the provisions described in Item 6, or otherwise,
    the  registrant  has been advised that in the opinion of the  Securities and
    Exchange  Commission  such  indemnification  is  against  public  policy  as
    expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
    the event that a claim for  indemnification  against such liabilities (other
    than  the  payment  by the  registrant  of  expenses  incurred  or paid by a
    director,  officer or controlling person of the registrant in the successful
    defense of any action,  suit or  proceeding)  is asserted by such  director,
    officer  or  controlling  person in  connection  with the  securities  being
    registered,  the registrant  will,  unless in the opinion of its counsel the
    matter  has been  settled  by  controlling  precedent,  submit to a court of
    appropriate  jurisdiction the question whether such indemnification by it is
    against public policy as expressed in the Securities Act of 1933 and will be
    governed by the final adjudication of such issue.

                                II-5
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 Lakeland, State of Florida, on the 21st day of June,
2001.

                                    Publix Super Markets, Inc.

                                    By:/s/ John A. Attaway, Jr.
                                    ---------------------------
                                    John A. Attaway, Jr.
                                    Secretary

      KNOW ALL MEN BY THESE PRESENTS that each of the  undersigned  officers and
directors of Publix Super Markets, Inc., a Florida corporation,  for himself and
not for one another, does hereby constitute and appoint John A. Attaway, Jr. and
Tina P. Johnson, and each of them, a true and lawful attorney in his name, place
and  stead,  in any  and  all  capacities,  to  sign  his  name  to any  and all
amendments, including post-effective amendments, to this registration statement,
with respect to the proposed issuance, sale and delivery of shares of its Common
Stock,  and to cause  the same to be filed  with  the  Securities  and  Exchange
Commission,  granting  unto  said  attorneys  and each of them  full  power  and
authority to do and perform any act and thing necessary and proper to be done in
the premises,  as fully to all intents and purposes as the undersigned  could do
if personally  present,  and each of the undersigned for himself hereby ratifies
and  confirms all that said  attorneys  or any one of them shall  lawfully do or
cause to be done by virtue hereof.

      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.

Signature                      Title                          Date
---------                      -----                          ----

/s/ Howard M. Jenkins          Chairman of the Board          June 21, 2001
---------------------------    and Director
Howard M. Jenkins

/s/ Charles H. Jenkins, Jr.    Chief Executive Officer and    June 21, 2001
---------------------------    Director (Principal Executive
Charles H. Jenkins, Jr.        Officer)

/s/ W. Edwin Crenshaw          President and Director         June 21, 2001
---------------------------
W. Edwin Crenshaw

/s/ Hoyt R. Barnett            Vice Chairman and Director     June 21, 2001
---------------------------
Hoyt R. Barnett

                                II-6
Signature                     Title                           Date
---------                     -----                           ----

/s/ Tina P. Johnson            Senior Vice President and      June 21, 2001
---------------------------    Director
Tina P. Johnson

/s/ David P. Phillips          Chief Financial Officer and    June 21, 2001
---------------------------    Treasurer (Principal Financial
David P. Phillips              and Accounting Officer)

                                II-7
EXHIBIT INDEX

Exhibit
Number       Description
------       -----------

 4.1         Articles  of  Incorporation  of  the  Company,  together  with  all
             amendments  thereto,  are incorporated by reference to the exhibits
             to  the  Annual  Report  of  the  Company on Form 10-K for the year
             ended December 25, 1993.

 4.2         Amended  and  Restated  By-laws of the Company are  incorporated by
             reference  to  the  exhibits to the Annual Report of the Company on
             Form 10-K for the year ended December 28, 1996.

 5           Opinion of Trenam,  Kemker, Scharf, Barkin, Frye, O'Neill & Mullis,
             as to the legality of the Common Stock being registered

23.1         Consent of  Trenam,  Kemker, Scharf, Barkin, Frye, O'Neill & Mullis
             (contained in Exhibit 5)

23.2         Consent of KPMG LLP

24           Powers of Attorney (contained on signature page)

                                II-8