UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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
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. Profit Sharing Plan
2 Check the Appropriate Box if A Member of a Group*
(a)
(b)
3 SEC Use Only
4 Citizenship or Place of Organization
Employee Benefit Plan (Florida)
Number of
Shares 5 Sole Voting Power 21,200,000
Beneficially
Owned By 6 Shared Voting Power
Each
Reporting 7 Sole Dispositive Power 21,200,000
Person
With 8 Shared Dispositive Power
9 Aggregate Amount Beneficially Owned by Each Reporting Person
21,200,000
10 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares*
11 Percent of Class Represented by Amount in Row 9
9.63%
12 Type of Reporting Person*
EP
Continuation of Schedule 13G Page 3 of 4 Pages
This statement is the first amendment to a statement on Schedule
13G filed with the Securities and Exchange Commission on
February 10, 1993, by Hoyt R. Barnett as Trustee of the Publix
Super Markets, Inc. Profit Sharing Plan & Trust.
The undersigned hereby amends Item 4 of the initial statement to
read as follows.
Item 4. Ownership.
As of December 31, 1996, the Publix Super Markets, Inc. Profit
Sharing Plan was the "beneficial owner", as that term is defined
under Rule 13d-3 under the Securities Act of 1934, of a total of
21,200,000 shares of the Company's common stock or approximately
9.63% of the total outstanding shares of the Company's common
stock.
For information concerning the exercise of voting and investment
power in respect of shares of the Company's common stock held by
the Plan, see "Item 6. Ownership of Five Percent or More on
Behalf of Another Person."
Changes that have occurred since the filing of the initial
statement on the Schedule 13G in the total number of shares of
common stock on deposit in the Publix Super Markets, Inc. Profit
Sharing Plan and Trust is a result of the sale of 2,078,750
shares to the Company on May 3, 1996 at $18.50 per share.
Continuation of Schedule 13G Page 4 of 4 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief of the Plan, the Plan hereby certifies that the
information set forth in this Schedule is true, complete and
correct and that the Plan has caused this Schedule to be signed
on its behalf by the undersigned Trustee, thereunto duly
authorized.
PUBLIX SUPER MARKETS, INC.
PROFIT SHARING PLAN
By: /s/ Hoyt R. Barnett
Hoyt R. Barnett, Trustee
Date: February 11, 1997
