UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
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 Pages
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
Carol Barnett
2 Check the Appropriate Box if A Member of a Group*
(a)
(b)
3 SEC Use Only
4 Citizenship or Place of Organization
United States
Number of
Shares 5 Sole Voting Power 11,030,921
Beneficially
Owned By 6 Shared Voting Power 1,268,316
Each
Reporting 7 Sole Dispositive Power 11,030,921
Person
With 8 Shared Dispositive Power 1,268,316
9 Aggregate Amount Beneficially Owned by Each Reporting Person
12,299,237
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares*
11 Percent of Class Represented by Amount in Row 9
5.59%
12 Type of Reporting Person*
IN
Continuation of Schedule 13G Page 3 of 4 Pages
This statement is the third amendment to a statement on Schedule
13G filed with the Securities and Exchange Commission on
February 10, 1993 by Carol Barnett.
The undersigned hereby amends Item 2 and Item 4 of the second
amendment to read as follows.
Item 2. Filing Person and Information Regarding Securities.
Carol Barnett (the "Filing Person"), with her residence at 5815
Live Oak Road, Lakeland, Florida 33813, is a United States
Citizen and is the person on whose behalf this Schedule 13G is
filed.
Information called for by Item 2(d) and Item 2(e) of this
Schedule is set forth on the cover page of this Schedule.
Item 4. Ownership
As of December 31, 1996, the Filing Person was the "beneficial
owner", as that term is defined under Rule 13d-3 under the
Securities Act of 1934, of a total of 12,299,237 shares of the
Company's common stock or approximately 5.59% of the total
outstanding shares of the Company's common stock.
The filing person has sole voting and dispositive power with
respect to 11,030,921 shares and shared voting and dispositive
power with respect to 1,268,316 shares held in the Barnett
Limited Partnership. The filing person and Hoyt R. Barnett, her
husband, are the General Partners of the Partnership. Hoyt R.
Barnett is in residence at 5815 Live Oak Road, Lakeland, Florida
33813 and is a United States Citizen.
Changes that have occurred since the filing of the second
amendment to the initial statement in the number of shares voted
individually or with shared voting power and the number of shares
owned individually or with shared dispositive power are reflected
on Schedule 1, attached hereto.
Continuation of Schedule 13G Page 4 of 4 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I hereby certify that the information set forth in this
Schedule is true, complete and correct.
/s/ Carol Barnett
Carol Barnett
Date: February 11, 1997
SCHEDULE 1
<TABLE>
<CAPTION>
Shares owned by Carol Barnett
Shares Shares Price Description of
Date Acquired Disposed Of (If Applicable) Transaction
- ---------- -------- ------------ ---------------- --------------
<S> <C> <C> <C> <C>
4/5/96 1,200,000 16.75 sale
10/29/96 450,000 receipt from
WINSAL trust
11/12/96 22,007 distribution from
Barnett L.P. to
certain partners
</TABLE>
