UNITED STATES SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                    FORM 10-Q



(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2001
                                                        --------------


                                       OR


( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 for the transition period
    from ____________ to ______________




                          Commission File Number 0-981
                          ----------------------------




                           PUBLIX SUPER MARKETS, INC.
              -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)




          Florida                              59-0324412
- -------------------------------    -----------------------------------
(State or other jurisdiction of    (I.R.S. Employer Identification No.)
incorporation or organization)



1936 George Jenkins Blvd.
Lakeland, Florida                                   33815
- ----------------------------------------           --------
(Address of principal executive offices)          (Zip Code)



Registrant's telephone number, including area code (863) 688-1188
                                                   --------------



Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes     X               No _______
    --------

The number of shares outstanding of the Registrant's common stock, $1.00 par
value, as of April 30, 2001 was 206,078,147.




                                  Page 1 of 10 pages





                          PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements
- -----------------------------



                            PUBLIX SUPER MARKETS, INC.
                       CONDENSED CONSOLIDATED BALANCE SHEETS
                 (Amounts are in thousands, except share amounts)

                                     ASSETS
                                              March 31, 2001   December 30, 2000
                                              --------------   -----------------
                                                        (Unaudited)
                                                              
Current Assets
- --------------
Cash and cash equivalents                       $  487,829             396,906
Short-term investments                              14,356              21,028
Trade receivables                                   89,227             102,126
Merchandise inventories                            774,698             814,985
Deferred tax assets                                 61,705              55,598
Prepaid expenses                                     7,605               2,274
                                                ----------          ----------

    Total Current Assets                         1,435,420           1,392,917
                                                ----------          ----------

Long-term investments                              471,517             434,226
Other noncurrent assets                             34,514              28,354
Property, plant and equipment                    3,802,188           3,657,252
Accumulated depreciation                        (1,346,055)         (1,290,929)
                                                ----------          ----------

         Total Assets                           $4,397,584           4,221,820
                                                ==========          ==========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
- -------------------
Accounts payable                                $  651,764             676,924
Accrued contribution to retirement plans           110,356             250,832
Accrued salaries and wages                          70,533              57,090
Accrued self-insurance reserves                     90,098              84,095
Federal and state income taxes                      95,776              29,668
Other                                              175,081             117,532
                                                ----------          ----------

    Total Current Liabilities                    1,193,608           1,216,141
                                                ----------          ----------

Deferred tax liabilities, net                      154,107             152,830
Self-insurance reserves                            114,130             109,423
Accrued postretirement benefit cost                 64,425              62,986
Other noncurrent liabilities                        16,439              18,005

Stockholders' Equity
- --------------------
Common stock of $1 par value.  Authorized
  300,000,000 shares; issued 207,716,755
  shares at March 31, 2001 and 204,972,803
  shares at December 30, 2000                      207,717             204,973
Additional paid-in capital                         344,337             212,947
Reinvested earnings                              2,337,270           2,252,661
                                                ----------          ----------
                                                 2,889,324           2,670,581
Less 600,705 treasury shares
  at March 31, 2001, at cost                       (28,984)                ---

Accumulated other comprehensive earnings            (5,465)             (8,146)
                                                ----------          ----------

    Total Stockholders' Equity                   2,854,875           2,662,435
                                                ----------          ----------

         Total Liabilities and Stockholders'
           Equity                               $4,397,584           4,221,820
                                                ==========          ==========



See accompanying notes to condensed consolidated financial statements.

                                          -2-







                            PUBLIX SUPER MARKETS, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
          (Amounts are in thousands, except per share and share amounts)


                                                     Three Months Ended

                                              March 31, 2001      March 25, 2000
                                              --------------      --------------
                                                         (Unaudited)
                                                             
Revenues
- --------
Sales                                         $  3,917,490           3,614,322
Other income, net                                   39,761              34,930
                                              ------------         -----------

    Total revenues                               3,957,251           3,649,252
                                              ------------         -----------


Costs and expenses
- ------------------
Cost of merchandise sold, including store
  occupancy, warehousing and delivery
  expenses                                       2,896,455           2,691,830
Operating and administrative expenses              825,085             735,196
                                              ------------         -----------

    Total costs and expenses                     3,721,540           3,427,026
                                              ------------         -----------

Earnings before income tax expense                 235,711             222,226

Income tax expense                                  84,825              79,863
                                              ------------         -----------

Net earnings                                  $    150,886             142,363
                                              ============         ===========

Weighted average number of common
  shares outstanding                           205,241,255         213,832,605
                                              ============         ===========

Basic and diluted earnings per common
  share based on weighted average shares
  outstanding                                 $        .74                 .67
                                              ============         ===========

Cash dividends paid per common share                  None                None





              CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
                              (Amounts are in thousands)

                                                     Three Months Ended

                                              March 31, 2001      March 25, 2000
                                              --------------      --------------
                                                         (Unaudited)
                                                               
Net earnings                                  $    150,886             142,363

Other comprehensive earnings
Unrealized gain (loss) on investment
  securities available-for-sale,
  net of tax effect of $1,949 and
  ($3,119) in 2001 and 2000, respectively            3,103              (4,966)

Reclassification adjustment for net
  realized (gain) loss on investment
  securities available-for-sale, net
  of tax effect of ($265) and $870 in
  2001 and 2000, respectively                         (422)              1,385
                                              ------------         -----------

Comprehensive earnings                        $    153,567             138,782
                                              ============         ===========



See accompanying notes to condensed consolidated financial statements.

                                          -3-







                           PUBLIX SUPER MARKETS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Amounts are in thousands)


                                                     Three Months Ended

                                              March 31, 2001      March 25, 2000
                                              --------------      --------------
                                                          (Unaudited)
                                                             
Cash flows from operating activities
- ------------------------------------
  Cash received from customers                 $ 3,956,095           3,660,352
  Cash paid to employees and suppliers          (3,515,285)         (3,230,612)
  Dividends and interest received                   13,220              14,873
  Income taxes paid                                (25,230)            (15,801)
  Payment for self-insured claims                  (41,134)            (34,381)
  Other operating cash receipts                        218                 200
  Other operating cash payments                     (1,464)             (1,167)
                                               -----------          ----------

      Net cash provided by operating
          activities                               386,420             393,464
                                               -----------          ----------

Cash flows from investing activities
- ------------------------------------
  Payment for property, plant and
    equipment                                     (155,665)           (121,588)
  Proceeds from sale of property, plant
    and equipment                                      502                 926
  Payment for investment securities -
    available-for-sale (AFS)                       (49,163)            (20,011)
  Proceeds from sale and maturity of
    investment securities - AFS                     22,303              13,734
  Other, net                                        (6,031)                549
                                               -----------          ----------

      Net cash used in investing activities       (188,054)           (126,390)
                                               -----------          ----------

Cash flows from financing activities
- ------------------------------------
  Proceeds from sale of common stock                25,817              21,212
  Payment for acquisition of common stock         (133,260)           (252,476)
  Other, net                                           ---                (131)
                                               -----------          ----------

      Net cash used in financing activities       (107,443)           (231,395)
                                               -----------          ----------

Net increase in cash and cash equivalents           90,923              35,679

Cash and cash equivalents at beginning
  of period                                        396,906             626,636
                                               -----------          ----------

Cash and cash equivalents at end of period     $   487,829             662,315
                                               ===========          ==========




















See accompanying notes to condensed consolidated financial statements.
                                                                     (Continued)

                                          -4-







                           PUBLIX SUPER MARKETS, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                           (Amounts are in thousands)


                                                     Three Months Ended

                                              March 31, 2001      March 25, 2000
                                              --------------      --------------
                                                          (Unaudited)
                                                            
Reconciliation of net earnings to net cash
  provided by operating activities

Net earnings                                     $ 150,886             142,363

Adjustments to reconcile net earnings to net
  cash provided by operating activities:
    Depreciation and amortization                   60,867              54,008
    Retirement contributions paid or payable
      in common stock                               61,840              57,413
    Deferred income taxes                           (6,513)               (865)
    Loss on sale of property, plant and
      equipment                                      4,497               3,971
    (Gain) loss on sale of investments                (687)              2,255
    Self-insurance reserves in excess of
      current payments                              10,710               6,441
    Postretirement accruals in excess of
      current payments                               1,439               1,858
    Decrease in advance purchase
      allowances                                    (1,566)             (1,565)
    Other, net                                       1,152                 903
    Change in cash from:
      Trade receivables                             12,899              23,860
      Merchandise inventories                       40,287              61,747
      Prepaid expenses                              (5,331)             (5,093)
      Accounts payable and accrued expenses        (10,168)            (18,759)
      Federal and state income taxes                66,108              64,927
                                                 ---------             -------

          Total adjustments                        235,534             251,101
                                                 ---------             -------

Net cash provided by operating activities        $ 386,420             393,464
                                                 =========             =======




























See accompanying notes to condensed consolidated financial statements.

                                          -5-





                            PUBLIX SUPER MARKETS, INC.
               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



1.   The  accompanying  condensed  consolidated  financial  statements  included
     herein  are  unaudited;   however,  in  the  opinion  of  management,  such
     information reflects all adjustments (consisting solely of normal recurring
     adjustments)  which are necessary for the fair statement of results for the
     interim period. These condensed consolidated financial statements should be
     read in  conjunction  with the fiscal 2000 Form 10-K  Annual  Report of the
     Company.

2.   Due to the seasonal nature of the Company's  business,  the results for the
     three months  ended March 31, 2001 are not  necessarily  indicative  of the
     results for the entire 2001 fiscal year.

3.   The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  as of the date of the
     financial  statements  and the  reported  amounts of revenues  and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

4.   Certain  2000  amounts  have been  reclassified  to  conform  with the 2001
     presentation.

5.   In June 1998, the Financial  Accounting Standards Board issued Statement of
     Financial   Accounting   Standard  No.  133,   "Accounting  for  Derivative
     Instruments and Hedging  Activities," (SFAS 133) effective for fiscal years
     beginning  after June 15,  1999.  In June 1999,  the  Financial  Accounting
     Standards Board issued Statement of Financial  Accounting Standard No. 137,
     "Accounting for Derivative Instruments and Hedging Activities - Deferral of
     the Effective Date of FASB Statement No. 133" (SFAS 137) which deferred the
     effective date of adoption of SFAS 133 for one year. SFAS 133 requires that
     derivatives be carried at fair value and provides for hedge accounting when
     certain  conditions are met. The Company does not have derivatives or enter
     into hedging activities as defined by SFAS 133, therefore,  the adoption of
     SFAS  133 did not have  any  material  effect  on the  Company's  financial
     condition, results of operations or cash flows.
















                                          -6-





                            PUBLIX SUPER MARKETS, INC.


Item 2. Management's Discussion and Analysis of Financial Condition and Results
- --------------------------------------------------------------------------------
of Operations
- -------------

Liquidity and Capital Resources
- -------------------------------

     Operating  activities  continue  to be  the  Company's  primary  source  of
liquidity.  Net cash provided by operating  activities was approximately  $386.4
million in the quarter ended March 31, 2001, as compared with $393.5  million in
the quarter  ended March 25,  2000.  Cash and cash  equivalents  totaled  $487.8
million as of March 31, 2001,  as compared  with $662.3  million as of March 25,
2000.

     Capital  expenditures  totaled  approximately $155.7 million in the quarter
ended March 31, 2001. These  expenditures were primarily  incurred in connection
with the opening of 11 new stores and  remodeling  or  expanding  19 stores.  In
addition,  the  Company  closed  nine  stores.  The net impact of new and closed
stores (net new stores) added an additional .17 million square feet in the first
quarter of 2001, a .59% increase. Significant expenditures were also incurred in
the  expansion of  warehouses  in Lakeland,  Florida and the  development  of an
online grocery shopping  service,  PublixDirect.  Capital  expenditures  totaled
approximately  $121.6  million  in the  quarter  ended  March  25,  2000.  These
expenditures  were primarily  incurred in connection  with the opening of 14 new
stores and  remodeling or expanding 18 stores.  In addition,  the Company closed
two stores.  Net new stores added an additional  .55 million  square feet in the
first  quarter of 2000, a 1.98%  increase.  Significant  expenditures  were also
incurred in the expansion of warehouses in Lakeland, Florida.

     Capital  expenditures  for the remainder of 2001,  primarily made up of new
store,  warehouse  and office  construction,  remodeling  or  expanding  of many
existing stores,  new or enhanced  information  technology  applications and the
continued  development of PublixDirect,  are expected to be approximately $544.3
million.  This capital program is subject to continuing  change and review.  The
remaining  2001 capital  expenditures  are expected to be financed by internally
generated  funds and current liquid assets.  In the normal course of operations,
the Company replaces stores and closes unprofitable stores. The impact of future
store closings is not expected to be material.

     The Company currently repurchases common stock at the stockholders' request
in accordance with the terms of the Company's  Employee Stock Purchase Plan. Net
common stock repurchases under this plan totaled approximately $107.4 million in
the quarter ended March 31, 2001, as compared with $231.3 million in the quarter
ended March 25, 2000.  The Company  expects to continue to repurchase its common
stock, as offered by its  stockholders  from time to time, at its then currently
appraised  value.  However,  such  purchases  are not  required  and the Company
retains the right to discontinue them at any time.

     On March 1, 2001,  the Company  declared a cash  dividend of $.32 per share
payable on June 1, 2001, to  stockholders  of record as of the close of business
March 30, 2001.

     Cash  generated  in excess of the  amount  needed for  current  operations,
capital  expenditures and common stock repurchases is invested in short-term and
long-term investments. Management believes the Company's liquidity will continue
to be strong.








                                          -7-





Operating Results
- -----------------

     Sales for the first quarter of 2001 were $3.9 billion as compared with $3.6
billion in the same quarter in 2000, an 8.4% increase. This reflects an increase
of $148.2  million or 4.1% in sales from  stores  that were open for all of both
quarters  (comparable  stores) and sales of $155.0  million or 4.3% from net new
stores since the beginning of the first quarter of 2000.

     Cost  of  merchandise  sold  including  store  occupancy,  warehousing  and
delivery  expenses,  as a percentage of sales, was  approximately  73.9% for the
quarter ended March 31, 2001 and 74.5% for the quarter ended March 25, 2000. The
decrease in cost of  merchandise  sold, as a percentage of sales,  was primarily
due to continuing improvements in buying practices, promotional efficiencies and
a shifting of the sales mix toward higher margin products.

     Operating  and  administrative  expenses,  as a percentage  of sales,  were
approximately  21.1% and 20.3% for the  quarters  ended March 31, 2001 and March
25, 2000,  respectively.  The increase in operating and administrative expenses,
as a percentage of sales, was primarily due to higher employee benefit costs and
higher utility costs.

Cautionary Note Regarding Forward-Looking Statements
- ----------------------------------------------------

     From time to time,  information provided by the Company,  including written
or oral  statements  made by its  representatives,  may contain  forward-looking
information  about  the  future  performance  of the  Company  which is based on
management's  assumptions  and  beliefs  in light of the  information  currently
available to them.  When used in this  document,  the words "plan,"  "estimate,"
"project," "intend," "believe" and other similar expressions,  as they relate to
the Company,  are intended to identify such  forward-looking  statements.  These
forward-looking  statements are subject to uncertainties  and other factors that
could cause actual results to differ materially from those statements including,
but not  limited  to:  competitive  practices  and  pricing in the food and drug
industries  generally  and  particularly  in the  Company's  principal  markets;
changes in the general economy;  changes in consumer spending; and other factors
affecting  the  Company's  business in or beyond the  Company's  control.  These
factors include  changes in the rate of inflation,  changes in state and Federal
legislation or regulation,  adverse determinations with respect to litigation or
other claims,  ability to recruit and train employees,  ability to construct new
stores or  complete  remodels  as rapidly as planned  and  stability  of product
costs.  Other factors and assumptions not identified  above could also cause the
actual results to differ materially from those set forth in the  forward-looking
statements.   The  Company  assumes  no  obligation  to  update  publicly  these
forward-looking statements.





















                                          -8-





                            PUBLIX SUPER MARKETS, INC.

                            PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings
- --------------------------

     There have been no material developments in the legal proceedings described
in the  Company's  Form 10-K for the year ended  December 30, 2000. In addition,
there have been no new material legal proceedings  initiated against the Company
since the filing of the Company's Form 10-K.

     The Company is also a party in various legal claims and actions  considered
in the normal  course of business.  In the opinion of  management,  the ultimate
resolution of these legal proceedings will not have a material adverse effect on
the Company's financial condition, results of operations or cash flows.

Item 2.   Changes in Securities
- -------------------------------

     Not Applicable.

Item 3.   Defaults Upon Senior Securities
- -----------------------------------------

     Not Applicable.

Item 4.   Submission of Matters to a Vote of Security Holders
- -------------------------------------------------------------

     Not Applicable.

Item 5.   Other Information
- ---------------------------

     Not Applicable.

Item 6(a) Exhibits
- ------------------

     10.  Indemnification Agreement, in the form attached hereto as Exhibit  10,
     between the Company and all of its current  directors  and  officers.  Such
     directors and officers are listed as follows:

          John A. Attaway, Jr.                Howard M. Jenkins
          Carol Jenkins Barnett               Tina P. Johnson
          Hoyt R. Barnett                     Linda S. Kane
          Jesse L. Benton                     James J. Lobinsky
          David E. Bornmann                   E. Vane McClurg
          David E. Bridges                    Thomas M. McLaughlin
          Joseph W. Carvin                    Sharon A. Miller
          R. Scott Charlton                   Robert H. Moore
          W. Edwin Crenshaw                   Thomas M. O'Connor
          David S. Duncan                     David P. Phillips
          William V. Fauerbach                Henry J. Pileggi, Jr.
          John R. Frazier                     James H. Rhodes II
          Mark C. Hollis                      Daniel M. Risener
          M. Clayton Hollis, Jr.              Richard J. Schuler II
          Mark R. Irby                        Edward T. Shivers
          Charles H. Jenkins, Jr.             William H. Vass

     21.  Subsidiaries of the Company.

Item 6(b) Reports on Form 8-K
- -----------------------------

     No reports on Form 8-K were filed during the quarter ended March 31, 2001.





                                          -9-





                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed in its behalf by the
undersigned thereunto duly authorized.




                          PUBLIX SUPER MARKETS, INC.



Date:  May 11, 2001       /s/ John A. Attaway, Jr.
                          ------------------------------------------
                          John A. Attaway, Jr., Secretary





Date:  May 11, 2001       /s/ David P. Phillips
                          ------------------------------------------
                          David P. Phillips, Chief Financial Officer
                          and Treasurer (Principal Financial and
                          Accounting Officer)









































                                         -10-