PUBLIX SUPER MARKETS INC
11-K/A, 2000-06-28
GROCERY STORES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 11-K

                                  ANNUAL REPORT

(Mark One)

[x]  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the fiscal year ended December 31, 1999


                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from ______________ to ______________.



Commission file number 0-981
                       -----




A. Full title of the plan and the address of the plan, if different from that
   of the issuer named below:


                  PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN

B. Name of issuer of the securities held pursuant to the plan and the address
   of its principal executive office:

                            PUBLIX SUPER MARKETS, INC.
                          1936 GEORGE JENKINS BOULEVARD
                              LAKELAND, FLORIDA 33815


<PAGE>


                  PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN

                   Index to Financial Statements and Schedules




Independent Auditors' Report

Financial Statements:

   Statement of Net Assets Available for Plan Benefits,
      with Fund Information - December 31, 1999

   Statement of Net Assets Available for Plan Benefits,
      with Fund Information - December 31, 1998

   Statement of Changes in Net Assets Available for Plan Benefits,
      with Fund Information - Year ended December 31, 1999

   Statement of Changes in Net Assets Available for Plan Benefits,
      with Fund Information - Year ended December 31, 1998

   Notes to Financial Statements

Schedules:

   1     Schedule of Assets Held for Investment Purposes -
           December 31, 1999

   2     Schedule of Reportable Transactions - Year ended
           December 31, 1999


<PAGE>


                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------




To the Plan Administrator of the
Publix Super Markets, Inc.
401(k) SMART Plan:



We have audited the  accompanying  statements  of net assets  available for plan
benefits, with fund information,  of the Publix Super Markets, Inc. 401(k) SMART
Plan (the "Plan") as of December 31, 1999 and 1998,  and the related  statements
of changes in net assets available for plan benefits, with fund information, for
the years then ended.  These financial  statements are the responsibility of the
Plan's  management.  Our  responsibility  is to  express  an  opinion  on  these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1999 and 1998, and the changes in net assets  available for plan
benefits  for the  years  then  ended  in  conformity  with  generally  accepted
accounting principles.

Our audits  were  performed  for the  purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for  investment  purposes and  reportable  transactions  are  presented  for the
purpose  of  additional  analysis  and are  not a  required  part  of the  basic
financial   statements  but  are  supplementary   information  required  by  the
Department of Labor's Rules and Regulations  for Reporting and Disclosure  under
the Employee Retirement Income Security Act of 1974. The supplemental  schedules
are the  responsibility  of the Plan's  management.  The fund information in the
statements  of net assets  available  for plan  benefits and the  statements  of
changes in net assets  available  for plan benefits is presented for purposes of
additional  analysis  rather than to present the net assets  available  for plan
benefits and changes in net assets available for plan benefits of each fund. The
supplemental  schedules and fund information have been subjected to the auditing
procedures  applied in the audits of the basic financial  statements and, in our
opinion,  are fairly  stated in all  material  respects in relation to the basic
financial statements taken as a whole.

                                              KPMG LLP


Tampa, Florida
June 2, 2000


<PAGE>



<TABLE>
<CAPTION>





                  PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN

   Statement of Net Assets Available for Plan Benefits, with Fund Information
                                December 31, 1999

                                                                        Asset Allocation Fund
                                                                ------------------------------------------
                                                                                                                Aggressive
                            Participant      International                                                         Growth
        Assets                 Loans              Fund          Long-Term      Medium-Term      Short-Term          Fund
        ------                 -----              ----          ---------      -----------      ----------          ----
<S>                         <C>               <C>               <C>            <C>               <C>            <C>

Investments                  $17,902,223       1,362,273         406,660        3,260,486         148,035       36,578,967

Employer Contribution
   Receivable                        ---             ---             ---              ---             ---              ---
                             -----------       ---------         -------        ---------         -------       ----------
     Total Assets            $17,902,223       1,362,273         406,660        3,260,486         148,035       36,578,967
                             ===========       =========         =======        =========         =======       ==========


Net Assets Available
   for Plan Benefits:
   Active Participants       $17,902,223       1,161,436         353,911        2,873,015         137,256       32,359,182
   Non-active Participants           ---         200,837          52,749          387,471          10,779        4,219,785
                             -----------       ---------         -------        ---------         -------       ----------
                             $17,902,223       1,362,273         406,660        3,260,486         148,035       36,578,967
                             ===========       =========         =======        =========         =======       ==========


                                Publix            Equity           Fixed
                                 Stock             Index          Income
        Assets                   Fund              Fund            Fund            Total
        ------                   ----              ----            ----            -----
<S>                          <C>               <C>              <C>            <C>

Investments                  $203,221,170        13,904,993      7,265,770      284,050,577

Employer Contribution
   Receivable                  12,783,088              ---             ---       12,783,088
                             ------------        ----------      ---------      -----------
     Total Assets             216,004,258        13,904,993      7,265,770      296,833,665
                             ============        ==========      =========      ===========


Net Assets Available
   for Plan Benefits:
   Active Participants        194,812,943        12,387,780      6,463,179      268,450,925
   Non-active participants     21,191,315         1,517,213        802,591       28,382,740
                             ------------        ----------      ---------      -----------
                             $216,004,258        13,904,993      7,265,770      296,833,665
                             ============        ==========      =========      ===========





</TABLE>



See accompanying notes to financial statements.


<PAGE>


<TABLE>
<CAPTION>



                  PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN

     Statement of Net Assets Available for Plan Benefits, with Fund Information
                                December 31, 1998

                                                                        Asset Allocation Fund
                                                               --------------------------------------------     Aggressive
                            Participant     International                                                         Growth
        Assets                 Loans             Fund          Long-Term       Medium-Term       Short-Term        Fund
        ------                 -----             ----          ---------       -----------       ----------        ----
<S>                         <C>                 <C>              <C>           <C>                <C>          <C>

Investments                  $9,606,168          106,720          68,187        2,487,019          18,108       24,078,120

Employer Contribution
   Receivable                       ---              ---             ---              ---             ---              ---
                             ----------          -------          ------        ---------          ------       ----------
     Total Assets            $9,606,168          106,720          68,187        2,487,019          18,108       24,078,120
                             ==========          =======          ======        =========          ======       ==========


Net Assets Available
   for Plan Benefits:
   Active Participants       $9,606,168          101,739          62,541        2,231,297          17,549       21,776,307
   Non-active Participants          ---            4,981           5,646          255,722             559        2,301,813
                             ----------          -------          ------        ---------          ------       ----------
                             $9,606,168          106,720          68,187        2,487,019          18,108       24,078,120
                             ==========          =======          ======        =========          ======       ==========


                                Publix           Equity           Fixed
                                 Stock            Index           Income
        Assets                   Fund             Fund             Fund          Total
        ------                   ----            ----              ----          -----
<S>                        <C>                 <C>            <C>          <C>

Investments                   $177,732,891        9,695,217       4,591,685     228,384,115

Employer Contribution
   Receivable                   11,484,147              ---             ---      11,484,147
                              ------------        ---------       ---------     -----------
     Total Assets              189,217,038        9,695,217       4,591,685     239,868,262
                              ============        =========       =========     ===========


Net Assets Available
   for Plan Benefits:
   Active Participants         176,261,880        8,835,614       4,126,108     223,019,203
   Non-active participants      12,955,158          859,603         465,577      16,849,059
                              ------------        ---------       ---------     -----------
                              $189,217,038        9,695,217       4,591,685     239,868,262
                              ============        =========       =========     ===========




</TABLE>



See accompanying notes to financial statements.


<PAGE>





<TABLE>
<CAPTION>



                  PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN

     Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information
                          Year ended December 31, 1999


                                                                     Asset Allocation Fund
                                                            ---------------------------------------
                                                                                                      Aggressive
                              Participant    International                                              Growth
                                 Loans            Fund      Long-Term     Medium-Term    Short-Term      Fund
                                 -----            ----      ---------     -----------    ----------      ----

<S>                           <C>             <C>            <C>          <C>            <C>            <C>

Contributions:
  Employee                   $       ---        284,165      256,500        983,570       100,834      8,009,150
  Employer - Stock                   ---            ---          ---            ---           ---            ---

                             -----------      ---------      -------      ---------       -------     ----------
    Total Contributions              ---        284,165      256,500        983,570       100,834      8,009,150
                             -----------      ---------      -------      ---------       -------     ----------

Investment Income (Loss):
  Net Appreciation
   (Depreciation)                    ---        166,185       35,884        306,614         4,013      1,408,476
  Dividends                          ---         33,756          ---            ---           ---      5,361,831
  Interest                           ---            ---          ---            ---           ---            ---
                             -----------      ---------      -------      ---------       -------     ----------
    Total Investment
      Income (Loss)                  ---        199,941       35,884        306,614         4,013      6,770,307
                             -----------      ---------      -------      ---------        ------     ----------

Participant Loans              8,296,055        (10,182)       1,000       (100,985)       (1,617)      (948,209)
                             -----------      ---------      -------      ---------       -------     ----------
    Total Increase in Plan
      Assets                   8,296,055        473,924      293,384      1,189,199       103,230     13,831,248
                             -----------      ---------      -------      ---------       -------     ----------

Distributions to Participants        ---        (23,909)     (16,564)      (170,784)       (7,553)    (1,592,838)
Interfund Transfers                  ---        805,538       61,653       (244,948)       34,250        262,437
                             -----------      ---------      -------      ---------       -------     ----------
    Total Increase (Decrease)
      in Plan Assets                 ---        781,629       45,089       (415,732)       26,697     (1,330,401)
                             -----------      ---------      -------      ---------       -------     ----------

Net Increase in Plan Assets    8,296,055      1,255,553      338,473        773,467       129,927     12,500,847

Net Assets Available for
  Plan Benefits:
    Beginning of year          9,606,168        106,720       68,187      2,487,019        18,108     24,078,120
                             -----------      ---------      -------      ---------       -------     ----------
    End of year              $17,902,223      1,362,273      406,660      3,260,486       148,035     36,578,967
                             ===========      =========      =======      =========       =======     ==========



                                                  Publix          Equity          Fixed
                                                   Stock           Index          Income
                                                   Fund            Fund            Fund           Total
                                                    ----           ----            ----           -----

<S>                                             <C>              <C>             <C>           <C>

Contributions:
  Employee                                    $ 39,586,898       3,434,932       2,140,115     54,796,164
  Employer - Stock                              12,783,088             ---             ---     12,783,088
                                              ------------      ----------       ---------    -----------

    Total Contributions                         52,369,986       3,434,932       2,140,115     67,579,252
                                              ------------      ----------       ---------    -----------

Investment Income (Loss):
  Net Appreciation
    (Depreciation)                              (7,375,255)      2,195,781             ---     (3,258,302)
  Dividends                                        928,543             ---             ---      6,324,130
  Interest                                         270,707             ---         340,920        611,627
                                              ------------      ----------       ---------    -----------
    Total Investment
      Income (Loss)                             (6,176,005)      2,195,781         340,920      3,677,455
                                              ------------      ----------       ---------    -----------

Participant Loans                               (6,967,288)       (445,586)       (236,364)      (413,176)
                                              ------------      ----------       ---------    -----------

    Total Increase in Plan                      39,226,693       5,185,127       2,244,671     70,843,531
      Assets                                  ------------      ----------       ---------    -----------

Distributions to Participants                  (10,971,403)       (635,970)       (459,107)   (13,878,128)
Interfund Transfers                             (1,468,070)       (339,381)        888,521            ---
                                              ------------      ----------       ---------    -----------
    Total Increase (Decrease)
      in Plan Assets                           (12,439,473)       (975,351)        429,414    (13,878,128)
                                              ------------      ----------       ---------    -----------

Net Increase in Plan Assets                     26,787,220       4,209,776       2,674,085     56,965,403

Net Assets Available for
  Plan Benefits:
    Beginning of year                          189,217,038       9,695,217       4,591,685    239,868,262
                                              ------------      ----------       ---------    -----------
    End of year                               $216,004,258      13,904,993       7,265,770    296,833,665
                                              ============      ==========       =========    ===========



</TABLE>



See accompanying notes to financial statements.


<PAGE>



<TABLE>
<CAPTION>





                  PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN

     Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information
                          Year ended December 31, 1998


                                                                                 Asset Allocation Fund
                                                                  -------------------------------------------------------
                               Participant    International
                                  Loans            Fund           Strategic     Long-Term       Medium-Term    Short-Term
                                  -----            ----           ---------     ---------       -----------    ----------
<S>                             <C>             <C>               <C>            <C>             <C>            <C>

Contributions:
  Employee                    $      ---         29,020            465,411       31,935           435,584         8,393
  Employer - Stock                   ---            ---                ---          ---               ---           ---

                              ----------        -------         ----------      -------         ---------        ------
    Total Contributions              ---         29,020            465,411       31,935           435,584         8,393
                              ----------        -------         ----------      -------         ---------        ------

Investment Income (Loss):
  Net Appreciation
   (Depreciation)                    ---        (12,690)           197,362        4,921            35,363            97
  Dividends                          ---          6,068             29,253          ---               ---           ---
  Interest                           ---            ---                ---          ---               ---           ---
                              ----------        -------         ----------      -------         ---------        ------
     Total Investment
      Income (Loss)                  ---         (6,622)           226,615        4,921            35,363            97
                              ----------        -------         ----------      -------         ---------        ------

Participant Loans              5,687,448         (6,021)           (36,383)       2,132           (26,541)           (3)
                              ----------        -------         ----------      -------         ---------        ------
    Total Increase in Plan
      Assets                   5,687,448         16,377            655,643       38,988           444,406         8,487
                              ----------        -------         ----------      -------         ---------        ------

Distributions to Participants        ---            (60)           (62,822)      (1,106)          (69,444)          (23)
Interfund Transfers                  ---         90,403         (2,826,456)      30,305         2,112,057         9,644
                              ----------        -------         ----------      -------         ---------        ------
    Total Increase (Decrease)
      in Plan Assets                 ---         90,343         (2,889,278)      29,199         2,042,613         9,621
                              ----------        -------         ----------      -------         ---------        ------

Net Increase (Decrease) in     5,687,448        106,720         (2,233,635)      68,187         2,487,019        18,108
      Plan Assets

Net Assets Available for
  Plan Benefits:
    Beginning of year          3,918,720            ---          2,233,635          ---               ---           ---
                              ----------        -------         ----------      -------         ---------        ------
    End of year               $9,606,168        106,720                ---       68,187         2,487,019        18,108
                              ==========        =======         ==========      =======         =========        ======





                                                 Aggressive       Publix          Equity          Fixed
                                                   Growth          Stock           Index          Income
                                                    Fund           Fund            Fund            Fund          Total
                                                    ----           ----            ----            ----          -----

<S>                                             <C>            <C>              <C>            <C>            <C>

Contributions:
  Employee                                     $ 7,197,897      27,332,392       2,837,026      1,763,034      40,100,692
  Employer - Stock                                     ---      11,484,147             ---            ---      11,484,147

                                               -----------     -----------      ----------      ---------     -----------
    Total Contributions                          7,197,897      38,816,539       2,837,026      1,763,034      51,584,839
                                               -----------     -----------      ----------      ---------     -----------

Investment Income (Loss):
  Net Appreciation
    (Depreciation)                               4,224,133      54,899,858       2,160,681        256,667      61,766,392
  Dividends                                      1,777,999         659,556             ---            ---       2,472,876
  Interest                                             ---         217,806             ---            ---         217,806
    Total Investment                           -----------     -----------      ----------      ---------     -----------
      Income (Loss)                              6,002,132      55,777,220       2,160,681        256,667      64,457,074
                                               -----------     -----------      ----------      ---------     -----------

Participant Loans                                 (874,106)     (4,247,355)       (375,090)      (156,145)        (32,064)
                                               ------------    -----------      ----------      ---------     -----------
    Total Increase in Plan
      Assets                                    12,325,923      90,346,404       4,622,617      1,863,556     116,009,849
                                               -----------     -----------      ----------      ---------     -----------

Distributions to Participants                     (956,622)     (5,220,767)       (381,467)      (231,646)     (6,923,957)
Interfund Transfers                             (5,825,026)      8,579,244      (1,598,292)      (571,879)            ---
                                               -----------     -----------      ----------      ---------     -----------
    Total Increase (Decrease)
      in Plan Assets                            (6,781,648)      3,358,477      (1,979,759)      (803,525)     (6,923,957)
                                               -----------     -----------      ----------      ---------     -----------
Net Increase (Decrease) in                       5,544,275      93,704,881       2,642,858      1,060,031     109,085,892
      Plan Assets

Net Assets Available for
  Plan Benefits:
    Beginning of year                           18,533,845      95,512,157       7,052,359      3,531,654     130,782,370
                                               -----------     -----------      ----------      ---------     -----------
    End of year                                $24,078,120     189,217,038       9,695,217      4,591,685     239,868,262
                                               ===========     ===========      ==========      =========     ===========



</TABLE>


See accompanying notes to financial statements.


<PAGE>


                  PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN

                          Notes to Financial Statements

                           December 31, 1999 and 1998

(1)      Description of Plan and Summary of Accounting Policies
         ------------------------------------------------------

         The following  description  of the Publix Super  Markets,  Inc.  401(k)
         SMART Plan (the "Plan") provides only general information. Participants
         should  refer  to the  Summary  Plan  Description  for a more  complete
         description of the Plan's provisions.

         The  Plan,  which  became  effective  January  1,  1995,  is a  defined
         contribution plan subject to the provisions of the Employee  Retirement
         Income  Security  Act of 1974  ("ERISA").  Employees  of  Publix  Super
         Markets, Inc. and its wholly owned subsidiary Publix Alabama, Inc. (the
         "Company"  or  "Publix")  who  have  attained  the  age of 19 and  have
         completed one year of service  during which they are credited  1,000 or
         more hours are eligible to  participate in the Plan. The Plan year is a
         calendar year.

        (a)     Contributions
                -------------
                During Plan years 1999 and 1998,  employees could  contribute up
                to 8% and 6%, respectively, of their annual compensation, not to
                exceed  the  maximum  limits  established  by Federal  law.  The
                Company may make a discretionary annual matching contribution to
                eligible participants of the Plan as determined by the Company's
                Board of Directors. During 1999 and 1998, the Company's Board of
                Directors  approved a match of 50% of eligible  contributions up
                to 3% of  eligible  wages not to exceed a maximum  match of $750
                per  employee.  The match,  determined as of the last day of the
                Plan year, was in the form of common stock of the Company.

        (b)     Participant Accounts
                --------------------
                Two separate  accounts are  maintained for each  participant,  a
                Savings Contribution Account and a Matching Contribution Account
                (the  "Accounts").  Plan  earnings are allocated and credited to
                the Accounts as of each valuation date. Each participant's share
                of  earnings  is  determined  by  the  Plan  Administrator  on a
                weighted  average  basis,  so that each  participant  receives a
                pro-rata share.  Forfeitures of non-vested Company contributions
                by separated or former  participants  are used to reduce  future
                Company  matching  contributions.   Forfeitures,   and  earnings
                thereon,  totaled  $399,494  and  $285,840  for the years  ended
                December 31, 1999 and 1998, respectively.

        (c)     Vesting
                -------
                Participants are immediately  vested in their  contributions and
                earnings  thereon.  Company matching  contributions and earnings
                thereon are 100% vested upon  completing  five years of credited
                service,   reaching  age  60,  disability  or  death.   Matching
                contributions cannot be withdrawn or distributed until vested.

                                                               (Continued)
<PAGE>


                  PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN

                          Notes to Financial Statements

                           December 31, 1999 and 1998

        (d)     Loans to Participants
                ---------------------
                All actively  employed Plan  participants with available account
                balances may apply for a loan from their  Accounts.  The minimum
                amount a participant  may borrow is $1,000.  The maximum  amount
                that a  participant  may  borrow is the lesser of: 1) 50% of the
                balances in the participant's  Savings  Contribution Account and
                vested  Matching  Contribution  Account;  or 2) $50,000 less the
                participant's   highest  outstanding  loan  balance  during  the
                previous  twelve month period.  However,  the actual loan amount
                cannot   exceed  the  balance  in  the   participant's   Savings
                Contribution  Account.  Participants  may  request one loan each
                year and may only have one outstanding loan at a time. All legal
                and administrative costs incurred as a result of a loan are paid
                by the  participant.  The  interest  rate is  determined  by the
                Primary Trustee as of the first day of each calendar quarter and
                represents  the  prime  lending  rate  charged  by  the  Primary
                Trustee.  The  interest  rate on a loan is fixed for the term of
                the loan.

                A participant  can choose  repayment  terms of up to five years.
                Repayment of principal  and interest are made through  after-tax
                payroll  deductions each pay period.  Repayment of principal and
                interest are credited to the participant's  Savings Contribution
                Account and reinvested  according to the  participant's  current
                investment  options.  Upon  separation of employment  all unpaid
                principal  and  accrued  interest  on any  loan  outstanding  is
                immediately  due and payable.  Participants  may repay a loan in
                total at any time after the loan has been in effect for at least
                one year.

        (e)     Termination of Plan
                -------------------
                The Company  expects to continue the Plan  indefinitely,  but is
                not  contractually  obligated to do so. The Company reserves the
                right to amend or discontinue  the Plan at any time. If the Plan
                is ever  terminated,  participants  will be fully  vested in all
                amounts credited to their accounts.

        (f)     Distribution of Benefits
                ------------------------
                Upon reaching age 59 1/2, a participant who is actively employed
                by the Company may elect to withdraw all or a portion of his/her
                Savings  Contribution  Account and the vested portion of his/her
                Matching  Contribution Account. The minimum withdrawal amount is
                $1,000  or the  vested  balance  in the  Accounts  if less  than
                $1,000.

                A  participant  who  reaches  age 70 1/2 may begin  receiving  a
                distribution  of benefits on or before April 1st of the calendar
                year following the year in which  the  participant  reaches  age
                70 1/2 or retires, whichever is later.

                Upon separation of employment with the Company, participants may
                elect to receive full distribution of their Savings Contribution
                Account and their vested Matching  Contribution Account balances
                as of the  valuation  date  immediately  preceding  the  date of
                distribution.  If the value of the participant's vested Accounts
                is $5,000 or less,  the  participant  will  receive an automatic
                distribution  from the Plan no later  than 60 days after the end
                of the  Plan  year  in  which  the  participant  separates  from
                employment.   If  the   value  of  the   participant's   Savings
                Contribution  Account and vested Matching  Contribution  Account
                exceeds $5,000, the participant may elect to defer distribution.

                Payment of deferred  distributions must be made no later than 60
                days  after the end of the Plan  year in which  the  participant
                reaches age 62.

                                         -2-                   (Continued)
<PAGE>


                  PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN

                          Notes to Financial Statements

                           December 31, 1999 and 1998

        (g)     Basis of Accounting
                -------------------
                The  financial  statements  of the Plan are  prepared  under the
                accrual basis of accounting.

        (h)     Investments
                -----------
                The market value of Publix Super Markets, Inc. common stock is
                determined  by  the  Company's  Board  of  Directors based upon
                appraisals prepared by an independent appraiser.

                Guaranteed  investment  contracts are carried at contract value,
                which  approximates  market  value.  The  market  value of other
                investments is determined based upon quoted market prices.

        (i)     Use of Estimates
                ----------------
                The  preparation  of financial  statements  in  conformity  with
                generally accepted accounting  principles and ERISA requires the
                Plan to make estimates and assumptions  that affect the reported
                amounts of net assets available for plan benefits and disclosure
                of  contingent  assets  and  liabilities  as of the  date of the
                financial  statements and the reported amounts of changes in net
                assets available for plan benefits during the reporting  period.
                Actual results could differ from those estimates.

(2)      Administration of the Plan
         --------------------------
          The Primary Trustee for the  Plan,   Chase  Manhattan  Bank,  N.A., is
          responsible for maintaining  custody of the investment funds and other
          assets in which the employee  contributions  are  invested,  excluding
          Publix  stock.  The Publix Stock Fund  Trustee,  Tina P.  Johnson,  is
          responsible for  maintaining  the Publix Stock Fund for  participants.
          Metropolitan  Life Insurance  Company serves as the  third-party  Plan
          Administrator. The Plan administration costs are paid by Publix.

(3)      Investments
         -----------
         The Plan consists of the following investment options:

        (a)     International Fund
                ------------------
                This fund seeks long-term  capital growth by investing in stocks
                and debt  obligations of companies and  governments  outside the
                United  States.  International  investments  contain  additional
                risks not associated with U.S. domestic issues.  The fund can be
                expected to  experience  wider  variation  in its value than the
                other funds described herein.

                The "Templeton  Foreign Fund - Class A" has been selected as the
                investment  vehicle  for the  International  Fund.  This fund is
                generally diversified across approximately 40 countries and more
                than  30  different  industries.   This  fund  is  designed  for
                long-term  investors who seek growth of capital and can tolerate
                the  greater  risks   associated  with  investments  in  foreign
                securities.

                                         -3-                   (Continued)

<PAGE>


                  PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN

                          Notes to Financial Statements

                           December 31, 1999 and 1998

        (b)     Asset Allocation Fund
                ---------------------
                This  fund is a  growth  and  income  fund  which  uses an asset
                allocation  approach.   The  fund  may  consist  of  common  and
                preferred  stocks,  governmental  and corporate bonds, and other
                securities or investment  opportunities  designed to provide for
                both current  income and capital  appreciation.  The fund can be
                expected to  experience  wider  variation  in its value than the
                Fixed Income Fund.

                Three MetLife/UAM TimeStyle Portfolios have been selected as the
                investment   vehicles  for  the  Asset  Allocation  Fund.  These
                portfolios offer diversification by automatically  blending risk
                across  different  types of  investments.  The  assets  in these
                portfolios are rebalanced  periodically to ensure that the asset
                allocation is consistent over time.

                MetLife/UAM Long-Term TimeStyle Portfolio
                -----------------------------------------
                This portfolio seeks to provide  long-term  growth of capital by
                utilizing an aggressive  balanced  approach.  This  portfolio is
                expected to be approximately 80% invested in equities, including
                exposure   to  global   markets,   and  20%   invested  in  U.S.
                investment-grade  bonds.  This is a growth  portfolio for use by
                aggressive investors.

                MetLife/UAM Medium-Term TimeStyle Portfolio
                -------------------------------------------
                This portfolio seeks to provide growth of capital and a moderate
                level of income by utilizing a moderate balanced  approach. This
                portfolio  is  expected  to  be  approximately  60%  invested in
                equities, including exposure to global markets, and 40% invested
                in U.S. investment-grade bonds or short-term securities. This is
                a growth  and  income  portfolio  for use by  moderate investors
                seeking growth of capital and some current income.

                MetLife/UAM Extended Short-Term TimeStyle Portfolio
                ---------------------------------------------------
                This   portfolio   seeks   to   provide   capital   preservation
                with    moderate   growth   and  current   income   utilizing  a
                conservative balanced approach. This portfolio is expected to be
                approximately 40%  invested in  equities, including  exposure to
                global markets, 45% invested  in U.S. investment-grade bonds and
                15%  in  short-term  securities.  This  is  an   income-oriented
                portfolio for use by conservative  investors seeking some growth
                of capital.

        (c)     Aggressive Growth Fund
                ----------------------
                This fund may  consist  of a  portfolio  invested  primarily  in
                common stocks and other  securities or investment  opportunities
                providing  long-term  capital  appreciation.  The  fund  can  be
                expected to  experience  wider  variation  in its value than the
                other funds described herein.

                The "Fidelity  Contrafund,"  a mutual fund, has been selected as
                the investment vehicle for the Aggressive Growth Fund. This fund
                invests in the  securities of U.S. and  international  companies
                that are believed to be undervalued.

                                         -4-                   (Continued)
<PAGE>


                  PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN

                          Notes to Financial Statements

                           December 31, 1999 and 1998

        (d)     Publix Stock Fund
                -----------------
                This fund  contains  participant  directed  and  non-participant
                directed  contributions (through the Company match) and includes
                two  components:  cash and Publix  common  stock.  Cash awaiting
                investment  in Publix  stock is invested in a  short-term  fixed
                income funding  vehicle (Money Market Fund).  The cash component
                of  this  fund   includes   employee   contributions   and  loan
                repayments,  transfers from other investments to purchase Publix
                stock, dividends earned on Publix stock and income earned on all
                of these  deposits.  The cash  component of this fund is used to
                purchase  Publix stock on  specified  purchase  dates.  The fund
                provides an  opportunity  for  long-term  capital  appreciation.
                Because this fund is not  diversified,  it may experience  wider
                variation in value than the other funds described herein.

        (e)     Equity Index Fund
                -----------------
                This fund may  consist  of a  portfolio  invested  primarily  in
                common stocks which,  in the  aggregate,  are intended to mirror
                the  performance  of the Standard & Poor's 500  Composite  Stock
                Price Index (S&P 500 Index),  and/or a portfolio  of  comparable
                investments.  The fund is  intended  to  provide  for  long-term
                growth of  capital,  and  secondarily  for  long-term  growth of
                income (or to provide a similar investment return). The fund may
                experience  wider  variation  in its value than the other  funds
                described herein.

                The  "MetLife  Stock Market  Index  Guarantee  Account" has been
                selected as the investment vehicle for the Equity Index Fund. It
                consists of most of the stocks of the S&P 500 Index.

        (f)     Fixed Income Fund
                -----------------
                This fund may  consist of a  portfolio  invested  in  commercial
                paper, U.S. government or Federal agency obligations, short-term
                corporate  obligations,  bank  certificates of deposit,  savings
                accounts  and/or  comparable  investments  designed  to  provide
                maximum  protection  of  capital  with a  conservative  rate  of
                return.

                The "MetLife  Guaranteed Fixed Income Account" has been selected
                as the investment vehicle for the Fixed Income Fund. It consists
                of one or more MetLife  guaranteed  interest  contracts  (GICs),
                which are intended to provide the advantage of intermediate-term
                rates with  protection  from potential  fluctuations in interest
                rates  during  the  guarantee  period.   The  GIC  rates  as  of
                December 31, 1999 and 1998, were 5.70% and 6.05%, respectively.

         As of December 31, 1999, investments in the Fidelity ContraFund, Publix
         Stock Fund and the MetLife  Stock Market Index  Guarantee  Account each
         represented  5.0% or more of the Plan's net assets  available  for plan
         benefits.  As  of  December  31,  1998,  investments  in  the  Fidelity
         Contrafund and the Publix Stock Fund each  represented  5.0% or more of
         the Plan's net assets available for plan benefits.

                                         -5-                   (Continued)
<PAGE>


                  PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN

                          Notes to Financial Statements

                           December 31, 1999 and 1998

(4)      Reconciliation of Financial Statements to Form 5500
         ---------------------------------------------------

         The following is a reconciliation of net assets available for plan
         benefits per the financial statements to the Form 5500:

<TABLE>
<CAPTION>

                                                                  December 31,
                                                                  ------------
                                                              1999             1998
                                                              ----             ----
<S>                                                      <C>               <C>

           Net assets available for plan benefits
              per the financial statements                $296,833,665     $239,868,262

           Amounts allocated to withdrawing participants    (1,373,082)        (658,824)

           Excess contributions                               (298,958)         (99,066)
                                                          ------------     ------------

           Net assets available for plan benefits
              per the Form 5500                           $295,161,625     $239,110,372
                                                          ============     ============
</TABLE>

         The  following  is  a  reconciliation  of  employee  contributions  and
         distributions to participants per the financial  statements to the Form
         5500:

<TABLE>

                                                             Year ended
                                                         December 31, 1999
                                                         -----------------
        <S>                                                  <C>

         Employee Contributions
         ----------------------
           Per the financial statements                       $54,796,164

           Less: Excess contributions for year
                   ended December 31, 1999                       (298,958)

           Add:  Excess contributions for year
                   ended December 31, 1998                         99,066
                                                              -----------
           Per the Form 5500                                  $54,596,272
                                                              ===========

         Distributions to Participants
         -----------------------------
           Per the financial statements                       $13,878,128

           Add:  Amounts allocated to withdrawing
                   participants at December 31, 1999            1,373,082

           Less: Amounts allocated to withdrawing
                   participants at December 31, 1998             (658,824)
                                                              -----------
           Per the Form 5500                                  $14,592,386
                                                              ===========

</TABLE>

(5)      Federal Income Tax
         ------------------

         The  Plan's  design  has  been  determined  to be a  qualified  plan as
         described in Sections  401(a) and 401(k) of the  Internal  Revenue Code
         (the  "Code"),  as amended.  As such,  the Plan is exempt from  Federal
         income taxes under Section 501(a) of the Code.  The Plan  Administrator
         believes  that the Plan has been and is  currently  being  operated  in
         compliance  with  applicable  requirements  of the  Code  and the  Plan
         document.

                                         -6-
<PAGE>


<TABLE>
<CAPTION>

                                                               Schedule 1


                  PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN

                 Schedule of Assets Held for Investment Purposes
                                December 31, 1999


                                                                         Fair
                                         Number of                       Market
Name of Issuer and Title of Issue         Shares        Cost             Value
---------------------------------         ------        ----             -----

<S>                                     <C>         <C>                <C>

Marketable:
   International Fund
   ------------------
   Templeton Foreign Fund                   ---     $  1,269,519       1,362,273


   Asset Allocation Fund
   ---------------------
   MetLife/UAM TimeStyle Portfolios:
      Long-Term TimeStyle Portfolio *       ---          370,504         406,660
      Medium-Term TimeStyle Portfolio *     ---        2,937,519       3,260,486
      Extended Short-Term TimeStyle
         Portfolio *                        ---          143,759         148,035


   Aggressive Growth Fund
   ----------------------
   Fidelity Contrafund                      ---       33,429,245      36,578,967


   Equity Index Fund
   -----------------
   MetLife Stock Market Index
      Guarantee Account *                   ---       10,628,841      13,904,993


   Fixed Income Fund
   -----------------
   MetLife Guaranteed Fixed
      Income Account *                      ---        7,265,770       7,265,770


Non-Marketable:
   Publix Stock Fund
   -----------------
   Common Stock of Publix Super
      Markets, Inc. *                 4,516,026      146,514,796     203,221,170


   Participant Loans                                  17,902,223      17,902,223
                                                    ------------     -----------
                                                    $220,462,176     284,050,577
                                                    ============     ===========


* Parties-in-interest

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                                               Schedule 2


                  PUBLIX SUPER MARKETS, INC. 401(k) SMART PLAN

                       Schedule of Reportable Transactions
                          Year ended December 31, 1999




                              Purchase        Selling        Cost of          Net
      Asset                    Price           Price          Asset           Gain
      -----                   --------        -------        -------          ----

<S>                         <C>             <C>            <C>             <C>

Aggressive Growth Fund
----------------------
Fidelity Contrafund         $ 25,834,931     14,742,560     12,303,455      2,439,105

Fixed Income Fund
-----------------
MetLife Guaranteed Fixed
   Income Account *           13,763,102     11,429,937     11,429,937            ---

Publix Stock Fund
-----------------
Common Stock of Publix
   Super Markets, Inc. *      77,003,919     43,350,349     28,759,772     14,590,577

Money Market Fund            110,365,875    110,637,154    110,366,447        270,707
                             ===========    ===========    ===========     ==========



* Parties-in-interest

</TABLE>


<PAGE>

                                    SIGNATURE




Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
trustees (or other persons who administer the Publix Super Markets,  Inc. 401(k)
SMART Plan) have duly  caused  this annual  report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                            PUBLIX SUPER MARKETS, INC.
                                            401(k) SMART PLAN


Date:  June 28, 2000                   By:  /s/Tina P. Johnson
                                            ------------------

                                            Tina P. Johnson
                                            Senior Vice President
                                            and Trustee of the 401(k)
                                            SMART Plan - Publix Stock
                                            Fund


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