<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2 )*
Publix Super Markets, Inc.
--------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
--------------------------------------------------------------
(Title of Class of Securities)
None
----------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class).
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 4
<PAGE> 2
SCHEDULE 13G
CUSIP No. None Page 2 of 4 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Publix Super Markets, Inc. Employee Stock Ownership Plan
2 Check the Appropriate Box if A Member of a Group*
(a)[ ]
(b)[x]
3 SEC Use Only
4 Citizenship or Place of Organization
Employee Benefit Plan (Florida)
<TABLE>
<S> <C> <C> <C>
Number of
Shares 5 Sole Voting Power -0-
Beneficially
Owned By 6 Shared Voting Power 29,800,513
Each
Reporting 7 Sole Dispositive Power -0-
Person
With 8 Shared Dispositive Power 29,800,513
</TABLE>
9 Aggregate Amount Beneficially Owned by Each Reporting Person
29,800,513
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
11 Percent of Class Represented by Amount in Row 9
12.87%
12 Type of Reporting Person*
EP
<PAGE> 3
Continuation of Schedule 13G Page 3 of 4 Pages
This statement is the second amendment to a statement on Schedule 13G filed
with the Securities and Exchange Commission on February 10, 1993, by William H.
Vass as Trustee of the Publix Super Markets, Inc. Employee Stock Ownership
Trust,
The undersigned hereby amends Item 4 of the initial statement and Item 4 of the
first amendment by adding the following information.
Item 4. Ownership.
As of December 31, 1994, the ESOP was the "beneficial owner," as that term is
defined under Rule 13d-3 under the Securities Exchange Act of 1934, of a total
of 29,800,513 shares of the Company's common stock or approximately 12.87% of
the total outstanding shares of the Company's common stock.
Changes that have occurred since the filing of the initial statement and the
first amendment in the total number of shares of common stock on deposit in the
Publix Super Markets, Inc. Employee Stock Ownership Trust are reflected in
Schedule 1, attached hereto. All such changes have been in accordance with the
terms of the ESOP Trust.
<PAGE> 4
Continuation of Schedule 13G Page 4 of 4 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief of the
ESOP, the ESOP hereby certifies that the information set forth in this Schedule
is true, complete and correct and that the ESOP has caused this Schedule to be
signed on its behalf by the undersigned Trustee, thereunto duly authorized.
PUBLIX SUPER MARKETS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
By: /s/ William H. Vass
------------------------
William H. Vass, Trustee
Date: February 13, 1995
<PAGE> 5
SCHEDULE 1
SHARES ON DEPOSIT IN PUBLIX SUPER MARKETS, INC.
EMPLOYEE STOCK OWNERSHIP TRUST
<TABLE>
<CAPTION>
Shares Shares
Date Acquired Disposed Of Description of Transaction
---- -------- ----------- --------------------------
<S> <C> <C> <C>
1/94 239,864 Paid out to Participants
2/94 175,422 Paid out to Participants
3/94 140,397 Paid out to Participants
4/94 168,958 Paid out to Participants
5/94 100,877 Paid out to Participants
6/94 99,831 Paid out to Participants
6/94 4,622 Purchased
7/94 109,581 Paid out to Participants
8/94 1,306,417 Company Contribution
8/94 116,053 Paid out to Participants
9/94 166,249 Paid out to Participants
9/94 1,273 Purchased
9/94 2,000,000 Company Contribution
10/94 48,506 Paid out to Participants
11/94 100,673 Paid out to Participants
12/94 72,389 Paid out to Participants
12/94 935 Purchased
--------- ---------
3,313,247 1,538,800
========= =========
</TABLE>
