As  filed with the Securities and Exchange Commission on September 2, 1998
                          Registration Statement No.333-


               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
                         (941) 688-1188
                 (Address, including zip code,
          of Registrant's principal executive offices)


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


                  S. Keith Billups, Secretary
                   Publix Super Markets, Inc.
                 1936 George Jenkins Boulevard
                    Lakeland, Florida 33815
                         (941) 688-1188
    (Name, address, including zip code, and telephone number
           including area code, of agent for service)


                CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>                                                         
   Title of              Amount to      Proposed         Proposed      Amount
  Securities                be           Maximum          Maximum        of
    to be                Registered   Offering Price    Aggregate     Registration
  Registered                            Per Share(1)  Offering Price     Fee
  ----------             ----------     ------------  --------------     ---                                                       
<S>                    <C>                 <C>         <C>            <C>
Common Stock           10,000,000 shs.     $38.25      $382,500,000   $112,838.00
</TABLE>

(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 NOT REQUIRED IN PROSPECTUS

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. 000-00981) for the Year Ended December 27, 1997.

    2.  The  Company's Quarterly Reports on Form 10-Q  (Commission
        file  No. 000-00981) for the Quarters Ended March 28, 1998
        and June 27, 1998.

    3.  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
        describing the Company's Common Stock).

    4.  All  documents  filed by the Company with  the  Commission
        subsequent  to  the  date  of this Registration  Statement
        pursuant  to  Section 13(a), 13(c), 14 and  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.


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


<PAGE>
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
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(a)        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(b)        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.

4(c)       Form of Common Stock Certificate.

<PAGE>
5.          Opinion  of  Trenam,  Kemker, Scharf,  Barkin,  Frye,
       O'Neill  &  Mullis, Professional Association,  as  to  the
       legality of the Common Stock being registered.

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

23.2       Consent of KPMG Peat Marwick LLP.


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.

<PAGE>
            (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.

       (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.

<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 27th  day  of
August 1998.
                              
                              Publix Super Markets, Inc.
                              
                              
                              By:/s/ S.Keith Billups
                                  S. Keith Billups
                                   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 or herself and not for one another, does
hereby  constitute  and  appoint S. Keith  Billups  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  or
her  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  or  herself
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,  August 27,
Howard M. Jenkins               Chief Executive         1998
                              Officer and Director
                              (Principal Executive
                                    Officer)
                                                    
                                                          
/s/Charles H. Jenkins, Jr.      Chairman of the      August 27,
Charles H. Jenkins, Jr.       Executive Committee       1998
                                  and Director
                                                    
                                                          
/s/W. Edwin Crenshaw         President and Director  August 27,
W. Edwin Crenshaw                                       1998
                                                     
                                                          
                                                          
<PAGE>                                                          
                                                          
                                                          
/s/William H. Vass               Executive Vice      August 27,
William H. Vass              President and Director     1998
                                                          
                                                     
                                                          
/s/Hoyt R. Barnett               Executive Vice      August 27,
Hoyt R. Barnett                  President and          1998
                                    Director
                                                     
                                                          
/s/Tina P. Johnson           Senior Vice President   August 27,
Tina P. Johnson                   and Director          1998
                                                     
                                                          
/s/Carol Jenkins Barnett            Director         August 27,
Carol Jenkins Barnett                                   1998
                                                     
                                                          
/s/Mark C. Hollis                   Director         August 27,
Mark C. Hollis                                          1998
                                                     
                                                          
/s/E.V. McClurg                     Director         August 27,
E. V. McClurg                                           1998
                                                     
                                                          
/s/David P. Phillips             Vice President      August 27,
David P. Phillips            Finance and Treasurer      1998
                              (Principal Financial
                             Officer and Principal
                              Accounting Officer)

<PAGE>
                          EXHIBIT INDEX

         
Exhibit  
Number   Description



4(a)     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(b)     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.

4(c)     Form of Common Stock Certificate.

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

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

23.2     Consent of KPMG Peat Marwick LLP.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19791}]
{"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": "333-62705", "film-number": "98702767"}, "business-address": {"street1": "PO BOX 407", "city": "LAKELAND", "state": "FL", "zip": "33802-0407", "phone": "9416887407"}, "mail-address": {"street2": "P O BOX 407", "city": "LAKELAND", "state": "FL", "zip": "33802"}}
As  filed with the Securities and Exchange Commission on September 2, 1998
                          Registration Statement No.333-

               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
                         (941) 688-1188
                 (Address, including zip code,
          of Registrant's principal executive offices)

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

                  S. Keith Billups, Secretary
                   Publix Super Markets, Inc.
                 1936 George Jenkins Boulevard
                    Lakeland, Florida 33815
                         (941) 688-1188
    (Name, address, including zip code, and telephone number
           including area code, of agent for service)

                CALCULATION OF REGISTRATION FEE
Title of              Amount to      Proposed         Proposed      Amount
  Securities                be           Maximum          Maximum        of
    to be                Registered   Offering Price    Aggregate     Registration
  Registered                            Per Share(1)  Offering Price     Fee
  ----------             ----------     ------------  --------------     ---
Common Stock           10,000,000 shs.     $38.25      $382,500,000   $112,838.00
(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 NOT REQUIRED IN PROSPECTUS

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. 000-00981) for the Year Ended December 27, 1997.

    2.  The  Company's Quarterly Reports on Form 10-Q  (Commission
        file  No. 000-00981) for the Quarters Ended March 28, 1998
        and June 27, 1998.

    3.  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
        describing the Company's Common Stock).

    4.  All  documents  filed by the Company with  the  Commission
        subsequent  to  the  date  of this Registration  Statement
        pursuant  to  Section 13(a), 13(c), 14 and  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.

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
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(a)        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(b)        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.

4(c)       Form of Common Stock Certificate.
5.          Opinion  of  Trenam,  Kemker, Scharf,  Barkin,  Frye,
       O'Neill  &  Mullis, Professional Association,  as  to  the
       legality of the Common Stock being registered.

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

23.2       Consent of KPMG Peat Marwick LLP.

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.

       (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.
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 27th  day  of
August 1998.
                              
                              Publix Super Markets, Inc.
                              
                              
                              By:/s/ S.Keith Billups
                                  S. Keith Billups
                                   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 or herself and not for one another, does
hereby  constitute  and  appoint S. Keith  Billups  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  or
her  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  or  herself
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,  August 27,
Howard M. Jenkins               Chief Executive         1998
                              Officer and Director
                              (Principal Executive
                                    Officer)
                                                    
                                                          
/s/Charles H. Jenkins, Jr.      Chairman of the      August 27,
Charles H. Jenkins, Jr.       Executive Committee       1998
                                  and Director
                                                    
                                                          
/s/W. Edwin Crenshaw         President and Director  August 27,
W. Edwin Crenshaw                                       1998
/s/William H. Vass               Executive Vice      August 27,
William H. Vass              President and Director     1998
                                                          
                                                     
                                                          
/s/Hoyt R. Barnett               Executive Vice      August 27,
Hoyt R. Barnett                  President and          1998
                                    Director
                                                     
                                                          
/s/Tina P. Johnson           Senior Vice President   August 27,
Tina P. Johnson                   and Director          1998
                                                     
                                                          
/s/Carol Jenkins Barnett            Director         August 27,
Carol Jenkins Barnett                                   1998
                                                     
                                                          
/s/Mark C. Hollis                   Director         August 27,
Mark C. Hollis                                          1998
                                                     
                                                          
/s/E.V. McClurg                     Director         August 27,
E. V. McClurg                                           1998
                                                     
                                                          
/s/David P. Phillips             Vice President      August 27,
David P. Phillips            Finance and Treasurer      1998
                              (Principal Financial
                             Officer and Principal
                              Accounting Officer)
EXHIBIT INDEX

         
Exhibit  
Number   Description

4(a)     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(b)     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.

4(c)     Form of Common Stock Certificate.

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

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

23.2     Consent of KPMG Peat Marwick LLP.