<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6 )*
Publix Super Markets, Inc.
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
None
(CUSIP Number)
Tina P. Johnson, 1936 George Jenkins, Blvd., Lakeland, FL 33815 (941)688-1188
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
12/31/96
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box.
Check the following box if a fee is being paid with this
statement . (A fee is not required only if the reporting 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).
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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 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
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SCHEDULE 13D
CUSIP No. None Page 2 of 4 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Howard M. Jenkins ###-##-####
2 Check the Appropriate Box if A Member of a Group*
(a)
(b)
3 SEC Use Only
4 Source of Funds*
00
5 Check Box If Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
N/A
6 Citizenship or Place of Organization
United States
Number of
Shares 7 Sole Voting Power 2,964,593
Beneficially
Owned By 8 Shared Voting Power 10,700,373
Each
Reporting 9 Sole Dispositive Power 2,964,593
Person
With 10 Shared Dispositive Power 10,700,373
11 Aggregate Amount Beneficially Owned by Each Reporting Person
13,664,966
12 Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares*
N/A
13 Percent of Class Represented by Amount in Row 11
6.21%
14 Type of Reporting Person*
IN
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Continuation of Schedule 13D Page 3 of 4 Pages
This statement is the sixth amendment to a statement on Schedule
13D filed with the Securities and Exchange Commission on August
7, 1987 (the "Initial Statement") by Howard M. Jenkins, with
respect to the common stock, par value $1.00 per share (the
"Common Stock").
The undersigned hereby amends Items 4 and 5 to read as follows.
Item 4. Purpose of Transaction
The changes in beneficial ownership since the filing of the last
amendment are the result of: (1) capital contributions to a
limited partnership as described below and (2) other changes as
reflected on Schedule 1, attached hereto.
On May 24, 1996, Howard Jenkins transferred 3,200,814 shares to
the Meralex Limited Partnership by means of a capital
contribution to further implement his personal estate planning.
As part of the same planning on May 22, 1996, Mr. Jenkins
transferred 42,486 shares to Jenkins-Baldwin Corporation (the
General Partner of the Meralex L.P.), which in turn contributed
42,486 shares to Meralex L.P. on the same date.
Item 5. Interest in Securities of the Issuer
1. Howard M. Jenkins
(a) 13,664,966 shares of common stock,
approximately 6.21% of the outstanding common stock.
(b) Sole power to vote and sole power to dispose of 2,802,490
shares (owned by Mr. Jenkins individually and held directly);
sole power to vote and sole power to dispose of 113,289 shares
(owned by the Barnett Children's Trust, Howard Jenkins as
Trustee); sole power to vote and sole power to dispose of 17,762
shares (owned by the Wesley Robinson Barnett Trust, Howard
Jenkins as Trustee); sole power to vote and sole power to
dispose of 31,052 shares (owned by the Nicholas Jenkins Barnett
Trust, Howard Jenkins as Trustee); shared power to vote and
shared power to dispose of 10,700,373 shares (owned by Meralex
L.P.).
Mr. Jenkins is shown as having shared voting
and shared dispositive power for the 10,700,373 shares
held in the Meralex Limited Partnership. The General
Partner of the Partnership, with control over voting
and disposition of shares, is Jenkins-Baldwin
Corporation, a Delaware corporation, with a principal
address of Suite 800, East Tower 5001, Spring Valley
Road, Dallas, Texas, 75244-3942. Mr. Jenkins, Benjamin
West, James Howard and George Patterson are the
stockholders of the Jenkins-Baldwin Corporation.
(c) See item 4 above.
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Continuation of Schedule 13D Page 4 of 4 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
/s/ Howard M. Jenkins
Howard M. Jenkins
Date: February 11, 1997
SCHEDULE 1
<TABLE>
<CAPTION>
Shares owned by Howard M. Jenkins
Shares Shares Price Description of
Date Acquired Disposed Of (If Applicable) Transaction
- ------------- ---------- ------------- ---------------- --------------
<S> <C> <C> <C> <C>
2/28/96 696,065 distribution from
Two Year Grantor
Retained Annuity Trust
3/7/96 463 gift
7/19/96 213,556 distribution from
Two Year Grantor
Retained Annuity Trust
8/7/96 213,556 20.00 sale
12/30/96 44,338 gift
</TABBLE>
</TABLE>
