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 30, 2002
                                                        --------------


                                     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, 2002 was 197,669,393.



                               Page 1 of 11 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 30, 2002   December 29, 2001
                                              --------------   -----------------
                                                        (Unaudited)
                                                              

Current Assets
- --------------
Cash and cash equivalents                       $  462,410             251,337
Short-term investments                               2,558               5,176
Trade receivables                                  142,772             129,435
Merchandise inventories                            803,341             840,115
Deferred tax assets                                 63,995              54,172
Prepaid expenses                                     8,762               3,001
                                                ----------          ----------

    Total Current Assets                         1,483,838           1,283,236
                                                ----------          ----------

Long-term investments                              335,028             339,048
Other noncurrent assets                             48,895              43,911
Property, plant and equipment                    4,289,162           4,142,807
Accumulated depreciation                        (1,466,111)         (1,403,217)
                                                ----------          ----------

         Total Assets                           $4,690,812           4,405,785
                                                ==========          ==========

                       LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
- -------------------
Accounts payable                                $  707,143             691,071
Accrued contribution to retirement plans           118,948             232,925
Accrued salaries and wages                          80,055              56,560
Accrued self-insurance reserves                    112,664             103,048
Federal and state income taxes                     120,822              13,030
Other                                              209,858             152,863
                                                ----------          ----------

    Total Current Liabilities                    1,349,490           1,249,497
                                                ----------          ----------

Deferred tax liabilities, net                      180,743             172,440
Self-insurance reserves                            138,880             137,474
Accrued postretirement benefit cost                 70,001              70,151
Other noncurrent liabilities                        11,861              13,672

Stockholders' Equity
- --------------------
Common stock of $1 par value.  Authorized
  300,000,000 shares; issued 199,053,347
  shares at March 30, 2002 and 197,111,536
  shares at December 29, 2001                      199,053             197,112
Additional paid-in capital                         421,711             343,834
Reinvested earnings                              2,356,286           2,226,768
                                                ----------          ----------
                                                 2,977,050           2,767,714
Less 758,141 treasury shares
  at March 30, 2002, at cost                       (31,084)                ---

Accumulated other comprehensive earnings            (6,129)             (5,163)
                                                ----------          ----------

    Total Stockholders' Equity                   2,939,837           2,762,551
                                                ----------          ----------

         Total Liabilities and Stockholders'
           Equity                               $4,690,812           4,405,785
                                                ==========          ==========


<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>


                                       -2-




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

                                                     Three Months Ended

                                              March 30, 2002      March 31, 2001
                                              --------------      --------------
                                                         (Unaudited)
                                                            

Revenues
- --------
Sales                                         $  4,194,016           3,917,490
Other operating income                              23,645              21,330
                                              ------------         -----------

    Total revenues                               4,217,661           3,938,820
                                              ------------         -----------
Costs and expenses
- ------------------
Cost of merchandise sold, including store
  occupancy, warehousing and delivery
  expenses                                       3,050,945           2,896,455
Operating and administrative expenses              865,509             823,790
                                              ------------         -----------

    Total costs and expenses                     3,916,454           3,720,245
                                              ------------         -----------

    Operating profit                               301,207             218,575
                                              ------------         -----------

Investment income, net                               6,144              12,616
Other income, net                                    4,724               4,520
                                              ------------         -----------

Earnings before income tax expense                 312,075             235,711

Income tax expense                                 116,906              84,825
                                              ------------         -----------

Net earnings                                  $    195,169             150,886
                                              ============         ===========

Weighted average number of common
  shares outstanding                           196,920,363         205,241,255
                                              ============         ===========

Basic and diluted earnings per common
  share based on weighted average shares
  outstanding                                 $        .99                 .74
                                              ============         ===========

Cash dividends paid per common share                  None                None



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

                                                     Three Months Ended

                                              March 30, 2002      March 31, 2001
                                              --------------      --------------
                                                         (Unaudited)
                                                            

Net earnings                                  $    195,169             150,886

Other comprehensive earnings
Unrealized (loss) gain on investment
  securities available-for-sale,
  net of tax effect of ($763) and
  $1,949 in 2002 and 2001, respectively             (1,215)              3,103

Reclassification adjustment for net
  realized loss (gain) on investment
  securities available-for-sale, net
  of tax effect of $156 and ($265) in
  2002 and 2001, respectively                          249                (422)
                                              ------------         -----------

Comprehensive earnings                        $    194,203             153,567
                                              ============         ===========
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>


                                       -3-





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

                                                     Three Months Ended

                                              March 30, 2002      March 31, 2001
                                              --------------      --------------
                                                         (Unaudited)
                                                            

Cash flows from operating activities
- ------------------------------------
  Cash received from customers                 $ 4,208,902           3,956,095
  Cash paid to employees and suppliers          (3,640,130)         (3,515,285)
  Dividends and interest received                    6,872              13,220
  Income taxes paid                                (10,027)            (25,230)
  Payment for self-insured claims                  (45,135)            (41,134)
  Other operating cash receipts                        234                 218
  Other operating cash payments                     (2,664)             (1,464)
                                               -----------          ----------

      Net cash provided by operating
          activities                               518,052             386,420
                                               -----------          ----------

Cash flows from investing activities
- ------------------------------------
  Payment for property, plant and
    equipment                                     (158,843)           (155,665)
  Proceeds from sale of property, plant
    and equipment                                      920                 502
  Payment for investment securities -
    available-for-sale (AFS)                       (64,017)            (49,163)
  Proceeds from sale and maturity of
    investment securities - AFS                     68,357              22,303
  Other, net                                        (4,916)             (6,031)
                                               -----------          ----------

      Net cash used in investing activities       (158,499)           (188,054)
                                               -----------          ----------

Cash flows from financing activities
- ------------------------------------
  Proceeds from sale of common stock                27,592              25,817
  Payment for acquisition of common stock         (175,930)           (133,260)
  Other, net                                          (142)                ---
                                               -----------          ----------

      Net cash used in financing activities       (148,480)           (107,443)
                                               -----------          ----------

Net increase in cash and cash equivalents          211,073              90,923

Cash and cash equivalents at beginning
  of period                                        251,337             396,906
                                               -----------          ----------

Cash and cash equivalents at end of period     $   462,410             487,829
                                               ===========          ==========





<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>



                                                                    (Continued)



                                       -4-







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

                                                     Three Months Ended

                                              March 30, 2002      March 31, 2001
                                              --------------      --------------
                                                          (Unaudited)
                                                            

Reconciliation of net earnings to net cash
  provided by operating activities

Net earnings                                     $ 195,169             150,886

Adjustments to reconcile net earnings to net
  cash provided by operating activities:
    Depreciation and amortization                   72,600              60,867
    Retirement contributions paid or payable
      in common stock                               72,891              61,840
    Deferred income taxes                             (913)             (6,513)
    Loss on sale of property, plant and
      equipment                                      1,873               4,497
    Loss (gain) on sale of investments                 405                (687)
    Self-insurance reserves in excess of
      current payments                              11,022              10,710
    Postretirement accruals (less than)
      in excess of current payments                   (150)              1,439
    Decrease in advance purchase allowances         (1,680)             (1,566)
    Other, net                                         241               1,152
    Change in cash from:
      Trade receivables                            (13,337)             12,899
      Merchandise inventories                       36,774              40,287
      Prepaid expenses                              (5,761)             (5,331)
      Accounts payable and accrued expenses         41,126             (10,168)
      Federal and state income taxes               107,792              66,108
                                                 ---------             -------

          Total adjustments                        322,883             235,534
                                                 ---------             -------

Net cash provided by operating activities        $ 518,052             386,420
                                                 =========             =======











<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>



                                       -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 2001 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 30,  2002 are not  necessarily  indicative  of the
   results for the entire 2002 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  2001  amounts  have  been  reclassified  to  conform  with  the 2002
   presentation.

5. In June 2001, the Financial  Accounting  Standards Board issued  Statement of
   Financial  Accounting  Standard  No. 143,  "Accounting  for Asset  Retirement
   Obligations,"  (SFAS 143) effective for fiscal years beginning after June 15,
   2002.  SFAS  143  addresses  the  financial   accounting  and  reporting  for
   obligations  associated with the retirement of tangible long-lived assets and
   the  associated  asset  retirement  costs.  SFAS 143  requires the Company to
   record the fair value of an asset retirement obligation as a liability in the
   period in which it incurs a legal  obligation  associated with the retirement
   of tangible  long-lived assets. The Company would also record a corresponding
   asset  which is  depreciated  over the life of the asset.  Subsequent  to the
   initial measurement of the asset retirement  obligation,  the obligation will
   be  adjusted  at the end of each  period to reflect  the  passage of time and
   changes in the estimated  future cash flows  underlying the  obligation.  The
   Company is currently evaluating the effect of adopting SFAS 143.












                                       -6-







                            PUBLIX SUPER MARKETS, INC.


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

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

     Cash and cash  equivalents,  short-term and long-term  investments  totaled
approximately  $800.0  million at March 30, 2002,  compared to $973.7 million at
March 31, 2001.  Net cash  provided by operating  activities  was  approximately
$518.1  million for the three  months  ended March 30,  2002,  as compared  with
$386.4 million for the three months ended March 31, 2001. Any net cash in excess
of the amount  needed for  current  operations  is invested  in  short-term  and
long-term investments.

     Net cash used in investing  activities was approximately $158.5 million for
the three months ended March 30, 2002, as compared  with $188.1  million for the
three  months  ended March 31,  2001.  The primary use of net cash in  investing
activities was funding capital expenditures. During the three months ended March
30, 2002,  capital  expenditures  totaled  approximately  $158.8 million.  These
expenditures  were primarily  incurred in connection  with the opening of 16 new
stores and  remodeling or expanding 26 stores.  In addition,  the Company closed
five stores.  The net impact of new and closed  stores (net new stores) added an
additional  .51  million  square  feet in the  first  quarter  of 2002,  a 1.65%
increase.  During the three months ended March 31,  2001,  capital  expenditures
totaled approximately $155.7 million. 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.  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  for the remainder of 2002,  primarily made up of new
store,  warehouse and office  construction,  remodeling and expanding of certain
existing stores and new or enhanced  information  technology  applications,  are
expected to be approximately $606.2 million.  This capital program is subject to
continuing  change and review.  The  remaining  2002  capital  expenditures  are
expected to be financed by  internally  generated  funds,  liquid  assets or the
committed line of credit  described  below.  In the normal course of operations,
the Company  replaces stores and closes stores that are not meeting  performance
expectations.  The  impact  of  future  store  closings  is not  expected  to be
material.

     Net cash used in financing  activities was approximately $148.5 million for
the three months ended March 30, 2002, as compared  with $107.4  million for the
three  months  ended March 31,  2001.  The primary use of net cash in  financing
activities  was  funding net common  stock  repurchases.  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  $148.3 million for the three
months  ended  March 30,  2002,  as compared  with $107.4  million for the three
months ended March 31, 2001.  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 February 26, 2002,  the Company  declared a cash  dividend on its common
stock  of $.33  per  share  or  $65.4  million,  payable  on June  3,  2002,  to
stockholders of record as of the close of business March 29, 2002.






                                       -7-







     In December 2001, the Company executed an agreement for a committed line of
credit totaling $100 million.  This 364-day line of credit facility is available
to fund liquidity requirements if necessary. The interest rate is based on LIBOR
or prime.  There were no amounts  outstanding on this line of credit as of March
30, 2002.

     Based on the Company's financial  position,  it is expected that short-term
and  long-term  borrowings  would be readily  available to support the Company's
liquidity requirements if needed.

Results of Operations
- ---------------------

     Sales for the first  quarter  ended March 30,  2002,  were $4.2  billion as
compared  with $3.9 billion in the same quarter in 2001, a 7.1%  increase.  This
reflects an increase of $86.2 million or 2.2% in comparable  store sales (stores
open for the same  weeks in both  periods,  including  replacement  stores)  and
$190.3 million or 4.9% from net new store sales since the beginning of the first
quarter of 2001.  Additionally,  the first  quarter of 2002  benefited  from the
early Easter holiday,  which was in the second quarter of 2001. During the first
quarter of 2002, the Company  modified its calculation of comparable store sales
to include  replacement  stores.  The  comparable  store sales  calculation  was
modified to improve the comparability of this key performance  measure to others
in  the  food  retailing  industry.   If  the  current  comparable  store  sales
calculation  had been used for the quarter ended March 31, 2001,  the comparable
store  sales  increase  would  have been 4.8%,  as  compared  to the  previously
reported comparable store sales increase of 4.1%.

     Cost  of  merchandise  sold  including  store  occupancy,  warehousing  and
delivery expenses,  as a percentage of sales, was approximately  72.7% and 73.9%
for the three months ended March 30, 2002 and March 31, 2001, respectively.  The
decrease in cost of  merchandise  sold, as a percentage of sales,  was primarily
due to continuing improvements in buying practices including centralized product
procurement,  promotional  efficiencies  including category  management,  shrink
reduction, a shifting of the sales mix toward higher margin value-added products
and more efficient distribution channels.

     Operating  and  administrative  expenses,  as a percentage  of sales,  were
approximately  20.6% and 21.0% for the three  months  ended  March 30,  2002 and
March 31,  2001,  respectively.  The decrease in  operating  and  administrative
expenses,  as a percentage  of sales,  was primarily due to decreases in payroll
and other general  expenses.  These decreases were partially offset by increases
in employee benefit costs and depreciation.

     Net earnings  were $195.2  million or $.99 per share and $150.9  million or
$.74 per share for the three  months  ended March 30,  2002 and March 31,  2001,
respectively.






                                       -8-







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.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk
- --------------------------------------------------------------------

     The Company does not have any material  exposure to market risk  associated
with activities in derivative financial instruments, other financial instruments
and derivative commodity instruments.






















                                       -9-





                            PUBLIX SUPER MARKETS, INC.

                            PART II.  OTHER INFORMATION



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

     As  reported in the  Company's  Form 10-K for the year ended  December  29,
2001,  the Company is 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
- ------------------

21.  Subsidiaries of the Registrant.

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

     No reports on Form 8-K were filed during the quarter ended March 30, 2002.











                                      -10-





                                 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 10, 2002       /s/ John A. Attaway, Jr.
                          ------------------------------------------
                          John A. Attaway, Jr., Secretary





Date:  May 10, 2002       /s/ David P. Phillips
                          ------------------------------------------
                          David P. Phillips, Chief Financial Officer
                          and Treasurer (Principal Financial and
                          Accounting Officer)






























                                      -11-