Edgar Filing: PUBLIX SUPER MARKETS INC

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act
of 1934

(Amendment No. )

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PUBLIX SUPER MARKETS, INC.
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(Name of Registrant as Specified in its Charter)

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PUBLIX SUPER MARKETS, INC.

2001 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT

Tuesday, May 15, 2001
Corporate Office
1936 George Jenkins Boulevard
Lakeland, Florida 33815

To Our Stockholders:

Notice is hereby given, pursuant to the By-Laws of the Company, that the Annual
Meeting of Stockholders of Publix Super Markets, Inc., a Florida corporation,
will be held at the corporate office of the Company, 1936 George Jenkins
Boulevard, Lakeland, Florida, on Tuesday, May 15, 2001, at 9:30 a.m. for the
following purposes:

1. To elect a Board of Directors;
2. To transact such other business as may properly come before the meeting
or any adjournments thereof.

Accompanying the Notice of Annual Meeting of Stockholders is a Proxy Statement
and a proxy card. Whether or not you plan to attend this meeting, please mark,
sign, date and return the proxy card in the enclosed return envelope.

By order of the Board of Directors:

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

Dated: March 6, 2001

GENERAL INFORMATION

This Proxy Statement is being mailed on or about April 12, 2001, to the
stockholders of Publix Super Markets, Inc. (the "Company") in connection with
the solicitation of proxies by the Board of Directors of the Company for use at
the Annual Meeting of Stockholders to be held on May 15, 2001, or any
adjournments thereof. The cost of the enclosed proxy is borne by the Company.

VOTING SECURITIES OUTSTANDING

As of March 6, 2001, there were 207,566,326 shares of common stock of the
Company outstanding. Each share is entitled to one vote.

Only holders of common stock of record as of March 6, 2001, will be entitled to
vote at the Annual Meeting of Stockholders.

VOTING PROCEDURES

A stockholder giving the enclosed proxy has the power to revoke it at any time
before it is exercised by filing a written notice of such revocation or a duly
executed proxy bearing a later date with the Secretary of the Company, at the
corporate office of the Company, 1936 George Jenkins Boulevard, Lakeland,
Florida 33815. The execution of the enclosed proxy will not affect a
stockholder's right to vote in person at the meeting should the stockholder
later find it convenient to attend the meeting and desire to vote in person.

The proxy cards will be tabulated by employees of the Company. A stockholder
attending in person or by proxy will be counted as part of the quorum for the
meeting, even if that person abstains or otherwise does not vote on any matter.
Directors will be elected by a plurality of the votes cast at the meeting in
person or by proxy. Any other matter submitted to a vote of the stockholders
must be approved by the affirmative vote of the majority of shares voted at the
meeting in person or by proxy. An abstention or a failure to vote is not counted
in determining whether a plurality of votes exists, but an abstention or a
failure to vote is equivalent to a "no" vote when a majority vote of all
outstanding shares is required.

ELECTION OF DIRECTORS

The Company's By-Laws specify that the Board of Directors shall not be less
than three nor more than fifteen members. The exact number of directors shall
be fixed by resolution of the then authorized number of directors. The Board of
Directors has fixed the number of directors at nine members. The persons
designated as nominees for election as a director are Carol Jenkins Barnett,
Hoyt R. Barnett, W. Edwin Crenshaw, Mark C. Hollis, Charles H. Jenkins, Jr.,
Howard M. Jenkins, Tina P. Johnson, E. Vane McClurg and Kelly E. Norton. All
nominees except Mr. Norton are currently directors of the Company. William H.
Vass is not standing for re-election. Management of the Company recommends a
vote FOR all the nominees. The proxies will be voted FOR the election of the
nine nominees unless the stockholder specifies otherwise. The term of office of
the directors will be until the next annual meeting or until their successors
shall be elected and qualified.

If one or more of the nominees become unable or unwilling to serve at the time
of the meeting, the shares represented by proxy will be voted for the remaining
nominees and for any substitute nominee(s) designated by the Board of Directors
or, if none, the size of the Board will be reduced accordingly. The Board of
Directors does not anticipate that any nominee will be unavailable or unable to
serve.

INFORMATION CONCERNING PROPOSED
DIRECTORS AND CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information about the shares of the
Company's common stock beneficially owned as of March 6, 2001, by the Company's
proposed directors. Additionally listed are all directors and executive officers
as a group and others known by the Company to own beneficially 5% or more of the
Company's common stock.

Name, Principal Occupation
Presently and During Last
Five Years, Other Information Nature of Family Relationship Number of Shares of Common
and Period of Service as with Executive Officers Stock Beneficially Owned Percent
Director of the Company (Age) and Directors as of March 6, 2001 (1) of Class
-----------------------------------------------------------------------------------------------------------

Carol Jenkins Barnett Sister of Howard M. Jenkins, 11,814,765 (2) 5.69
Chairman of the Board cousin of Charles H. Jenkins, Jr.,
and President of Publix aunt of W. Edwin Crenshaw and
Super Markets Charities, Inc. wife of Hoyt R. Barnett
Director since 1983. (44)

Hoyt R. Barnett Husband of Carol Jenkins Barnett 58,832,310 (3) 28.34
Vice Chairman of the and brother-in-law of Howard M. Jenkins
Company and Trustee of
the Employee Stock Ownership
Plan since December 1999.
Previously, Executive Vice
President and Trustee of the
Profit Sharing Plan to August
1998, Executive Vice President,
Trustee of the Profit Sharing
Plan and Trustee of the
Employee Stock Ownership Plan
to January 1999, Vice Chairman,
Trustee of the Profit Sharing
Plan and Trustee of the
Employee Stock Ownership
Plan to December 1999.
Director since 1985. (57)

W. Edwin Crenshaw Nephew of Carol Jenkins Barnett, 623,258 *
President of the Company. nephew of Howard M. Jenkins and
Director since 1990. (50) cousin of Charles H. Jenkins, Jr.

Mark C. Hollis 1,378,971 (4) *
Vice Chairman of the Board
of the Company from
January 1996 until retiring
in January 1999. Director
since 1974. (66)

* Shares represent less than 1% of class.
Note references are explained on page 4.

Charles H. Jenkins, Jr. Cousin of Howard M. Jenkins, 2,170,863 (5) 1.05
Chairman of the Executive cousin of Carol Jenkins Barnett
Committee and Chief Operating and cousin of W. Edwin Crenshaw
Officer of the Company
since June 2000. Previously,
Chairman of the Executive
Committee. Director since
1974. (57)

Howard M. Jenkins Brother of Carol Jenkins Barnett, 11,941,221 (6) 5.75
Chairman of the Board and cousin of Charles H. Jenkins, Jr.,
Chief Executive Officer of uncle of W. Edwin Crenshaw and
the Company. Director brother-in-law of Hoyt R. Barnett
since 1977. (49)

Tina P. Johnson 5,304,341 (7) 2.56
Senior Vice President of the
Company and Trustee of the
401(k)Plan - Publix Stock Fund
since Ju1y 1997. Previously,
Treasurer and Trustee of the
401(k)Plan - Publix Stock Fund
to March 1996, Vice President,
Treasurer and Trustee of the
401(k) Plan - Publix Stock Fund
to July 1997. Director since
1993. (41)

E. Vane McClurg
Attorney-at-law, law office of 1,728,002 *
Hahn, McClurg, Watson, Griffith
& Bush. Director since 1988. (59)

Kelly E. Norton
Independent business advisor __
and consultant. Previously,
President and Chief Executive
Officer of Florida Tile
Industries, Inc. (formerly
Sikes Corporation) from 1982
to 1994. Also served as a
Director of Florida Tile
Industries, Inc. from 1980 to
1990. Nominee for Director
of the Company in 2001. (62)

* Shares represent less than 1% of class.
Note references are explained on page 4.

(1) As used in the table on the preceding pages, "beneficial ownership" means
the sole or shared voting or investment power with respect to the Company's
common stock. Holdings of officers include shares allocated to their
individual accounts in the Company's Employee Stock Ownership Plan (ESOP),
over which each officer exercises sole voting power and shared investment
power. In accordance with the beneficial ownership regulations, the same
shares of common stock may be included as beneficially owned by more than
one individual or entity.

(2) Includes 1,218,149 shares of common stock which are also shown as
beneficially owned by Carol Jenkins Barnett's husband, Hoyt R. Barnett, but
excludes all other shares beneficially owned by Hoyt R. Barnett, as to
which Carol Jenkins Barnett disclaims beneficial ownership.

(3) Hoyt R. Barnett is Trustee of the ESOP which is the record owner of
57,512,340 shares of common stock over which he has shared investment
power. As Trustee, Hoyt R. Barnett exercises sole voting power over 978,551
shares in the ESOP because such shares have not been allocated to
participants' accounts. For ESOP shares allocated to participants'
accounts, Hoyt R. Barnett will vote shares as instructed by participants.
Additionally, Hoyt R. Barnett will vote ESOP shares for which no
instruction is received. Total shares beneficially owned include 1,218,149
shares also shown as beneficially owned by his wife, Carol Jenkins Barnett,
but exclude all other shares beneficially owned by Carol Jenkins Barnett,
as to which Hoyt R. Barnett disclaims beneficial ownership.

(4) Mark C. Hollis has shared voting and investment power over 1,378,547 shares
of common stock.

(5) Charles H. Jenkins, Jr. is co-trustee of a trust which is the record owner
of 532,807 shares of common stock over which he has shared voting and
investment power.

(6) Howard M. Jenkins has sole voting and investment power over 1,910,753
shares of common stock which are held directly, sole voting and investment
power over 5,947,054 shares which are held indirectly and shared voting and
investment power over 4,046,093 shares which are held indirectly.

(7) Tina P. Johnson is Trustee of the 401(k) Plan - Publix Stock Fund which is
the record owner of 5,243,286 shares of common stock over which she has
sole voting and shared investment power.

OTHER BENEFICIAL OWNERS' INFORMATION

Thirty-two directors and executive officers as a group beneficially owned
93,004,188 shares or 44.81% of the common stock of the Company as of March 6,
2001. Included in this amount are 62,755,626 shares or 30.23% in the ESOP and
401(k) Plan - Publix Stock Fund. The address for this group of beneficial owners
is 1936 George Jenkins Boulevard, Lakeland, Florida 33815.

Huntington National Bank is the record and beneficial owner of 12,087,452 shares
or 5.82% of the common stock of the Company. The address for Huntington National
Bank is 41 S. High Street, Columbus, Ohio 43215.

Nancy E. Jenkins, sister of Howard M. Jenkins and Carol Jenkins Barnett, aunt
of W. Edwin Crenshaw, cousin of Charles H. Jenkins, Jr. and sister-in-law of
Hoyt R. Barnett, is the record and beneficial owner of 14,638,789 shares or
7.05% of the common stock of the Company. The address for Nancy E. Jenkins is
1936 George Jenkins Boulevard, Lakeland, Florida 33815.

Beneficial owners of 5% or more of common stock who are known by the Company
include those noted in the preceding table with respect to directors, the ESOP
or as otherwise noted above. The Company is aware of no other beneficial owners
of 5% or more of the common stock of the Company.

Under Section 16 of the Securities Exchange Act of 1934, certain officers,
directors and stockholders of the Company are required to file reports of stock
ownership and changes therein with the Securities and Exchange Commission. The
Company believes that its officers, directors and stockholders complied with the
Section 16 filing requirements except as noted below. Reports filed by the
following persons did not reflect their direct or indirect beneficial ownership
of certain shares or changes therein: Huntington National Bank (1999 - one
Schedule 13G); Robert H. Moore (1999 - one Form 4); Charles H. Jenkins, Jr.
(2000 - one Form 5). Upon learning of the omissions, Huntington National Bank,
Mr. Moore and Mr. Jenkins promptly filed the necessary reports to reflect the
required information.

COMPENSATION OF DIRECTORS

The directors of the Company were not compensated for services as directors
during 2000. Beginning in May 2001, non-employee directors will receive a
quarterly retainer of $10,000 for serving on the Board of Directors.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Compensation Committee members include William H. Vass, Chairman and a director
of the Company during 2000, and the following who served as directors and
executive officers of the Company during 2000: Hoyt R. Barnett, Howard M.
Jenkins and Tina P. Johnson. There were no interlocks of the executive officers
or directors of the Company serving on the compensation or equivalent committee
of another entity which has any executive officer or director serving on the
Compensation Committee, other committee or Board of Directors of the Company.

During 2000, the Company purchased approximately $2,395,000 of food products
from Alma Food Imports, Inc., a company owned by Julia Jenkins Fancelli, sister
of Howard M. Jenkins, Carol Jenkins Barnett and Nancy E. Jenkins, aunt of W.
Edwin Crenshaw, cousin of Charles H. Jenkins, Jr. and sister-in-law of Hoyt R.
Barnett.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Board's Compensation Committee is responsible for reviewing the salary and
benefit structure of the Company with respect to its executive officers. The
compensation for the named executive officers, including the Chief Executive
Officer (CEO), includes a base salary and an incentive bonus.

The factors considered in determining the base salary include: (1) the overall
level of responsibility and the relationship to compensation levels of the
Company's management, (2) the compensation levels of supermarket chains in the
Company's Peer Group Index, taking into account the size and financial
performance of the Company, (3) anticipated competitive operating conditions and
(4) overall economic conditions. During 2000, the CEO of the Company, Howard M.
Jenkins received no base salary increase. While the first, second and fourth
factors above suggested an increase in salary for the CEO, the Company decided
not to increase his salary consistent with its conservative position regarding
base salary increases for named executive officers.

Bonuses are paid generally in the year following the year earned. During 1999,
the Company implemented a new incentive bonus plan. The incentive bonus plan
covers approximately 400 management employees. The incentive bonus plan was
changed to make the bonus more appropriately reflect the Company's operating
results while also reducing the total amount of compensation that was "at risk"
for the incentive bonus plan participants. To achieve this result, the base
salary of the incentive bonus plan participants was increased. The combination
of the increase in the base salary and the decrease in the amount of the
incentive bonus that can be earned under the new incentive bonus plan was
designed to be compensation neutral in a year of good operating performance.

Under the plan, a bonus pool is established using the current fiscal year
earnings before income taxes and incentive bonus of the Company as compared with
the prior year. Then this pool is adjusted upward or downward to reflect actual
sales results for the fiscal year in comparison to a sales goal. In general, the
bonus pool is allocated among the participating management employees, including
the named executive officers, according to base compensation paid during the
calendar year. The bonuses are earned for employment during the calendar year
and an employee must be employed at the end of the calendar year to participate
in the bonus. Although the Company has a defined method for calculating the
incentive bonus, the Company's Executive Committee retains the right to alter or
discontinue the incentive bonus plan at its discretion.

The compensation earned by the executive officers named in the following table
ranks at or near the bottom of compensation earned by comparable positions among
the peer group supermarket chains included in the performance graphs on pages 9
and 10.

This report is submitted by the following members of the Compensation Committee
during 2000:

Hoyt R. Barnett, Howard M. Jenkins, Tina P. Johnson and William H. Vass,
Chairman.

EXECUTIVE COMPENSATION

The following table summarizes the compensation earned by the Company's CEO and
the Company's four most highly compensated executive officers other than the CEO
who were serving as executive officers at the end of 2000 and for services
rendered in all capacities to the Company during the years ended 2000, 1999 and
1998:

SUMMARY COMPENSATION TABLE

Long Term Compensation
-----------------------------

Annual Compensation Awards Payouts
---------------------------------------- ------------------- -------

Other
Annual Restricted All Other
Compen- Stock Options/ LTIP Compen-
Name and Principal Position Year Salary Bonus (1) Total sation Award SARs (#) Payouts sation(2)
---------------------------------------------------------------------------------------------------------------------------------

Howard M. Jenkins (26) 2000 $373,750 $ 82,420 $456,170 - - - - $22,247
Chairman of the Board, 1999 373,750 115,386 489,136 - - - - 18,634
Chief Executive Officer and 1998 300,000 180,895 480,895 - - - - 17,105
Director

Charles H. Jenkins, Jr. (31) 2000 $356,800 $ 78,682 $435,482 - - - - $22,247
Chairman of the Executive 1999 328,900 101,540 430,440 - - - - 18,634
Committee, Chief Operating 1998 260,000 151,870 411,870 - - - - 17,105
Officer and Director

W. Edwin Crenshaw (26) 2000 $337,900 $ 74,514 $412,414 - - - - $22,247
President and Director 1999 328,900 101,540 430,440 - - - - 18,634
1998 264,000 152,904 416,904 - - - - 17,105

Hoyt R. Barnett (32) 2000 $279,625 $ 61,663 $341,288 - - - - $22,247
Vice Chairman and Director 1999 261,625 80,771 342,396 - - - - 18,634
1998 210,000 125,130 335,130 - - - - 17,105

Daniel M. Risener (38) 2000 $232,000 $ 51,161 $283,161 - - - - $22,247
Senior Vice President and 1999 225,580 69,642 295,222 - - - - 18,634
Chief Information Officer 1998 174,200 101,482 275,682 - - - - 17,105

( ) Years of Service

(1) Amounts in this column include bonuses earned in the applicable year but
paid in a subsequent year.

(2) Amounts in this column include the Company's contribution to the ESOP and
the 401(k) Plan for 2000 and the Company's contribution to the ESOP, Profit
Sharing Plan and 401(k) Plan for 1999 and 1998.

OTHER COMPENSATION

The Company has a trusteed, noncontributory defined contribution plan, the ESOP,
for the benefit of eligible employees. The amount of the Company's discretionary
contribution to the ESOP is determined annually by the Board of Directors and
can be made in Company common stock or cash. The Company's contribution to this
plan is allocated to all participants on the basis of compensation and the plan
does not discriminate, in scope, terms, or operation, in favor of officers or
directors of the Company. Prior to 2000, the Company had an additional trusteed,
noncontributory defined contribution plan, the Profit Sharing Plan. Effective
December 31, 1999, the Company merged the Profit Sharing Plan into the ESOP.
Amounts earned for 2000, 1999 and 1998 under the plans by the CEO and the four
most highly compensated executive officers are listed in the Summary
Compensation Table.

The Company has a 401(k) plan for the benefit of eligible employees. The 401(k)
plan is a voluntary defined contribution plan. Eligible employees may contribute
up to 8% of their annual compensation, subject to the maximum contribution
limits established by Federal law. The Company may make a discretionary annual
matching contribution to eligible participants of this plan as determined by the
Board of Directors. During 2000, 1999 and 1998, the 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, which is determined as
of the last day of the plan year and paid in the subsequent year, is in the form
of common stock of the Company.

The Company's group health and dental insurance plans are available to eligible
full-time and part-time employees and the group life insurance plan and
long-term disability plan are available to eligible full-time employees. These
plans do not discriminate, in scope, terms, or operation, in favor of officers
or directors of the Company.

All compensation paid to executive officers during 2000, other than cash and
compensation pursuant to the plans described above, does not exceed the minimum
amounts required to be reported pursuant to the Securities and Exchange
Commission rules.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

During 2000, the Company paid approximately $687,000 to the law office of Hahn,
McClurg, Watson, Griffith & Bush for legal services. E. Vane McClurg is a
director and continues to provide legal services to the Company.

During 2000, the Company paid approximately $115,000 to William H. Vass, a
director of the Company, for consulting services.

In the opinion of management, the terms of these transactions are no less
favorable than terms that could have been obtained from unaffiliated parties.

PERFORMANCE GRAPH

The following performance graph sets forth the Company's cumulative total
stockholder return during the five years ended December 30, 2000, with the
cumulative total return on the S&P 500 Index and a custom Peer Group Index
including companies in the same line of business (supermarket retail
companies)(1). The Peer Group Index is weighted based on the various companies'
market capitalization. The comparison assumes $100 was invested at the end of
1995 in the Company's common stock and in each of the related indices and
assumes reinvestment of dividends.

The Company's common stock is valued as of the end of each fiscal quarter. After
the end of a quarter, however, shares continue to be traded at the prior
valuation until the new valuation is received. The cumulative total return for
the companies represented in the S&P 500 Index and the custom Peer Group Index
is based on those companies' calendar year end trading price. Therefore, the
Company has provided a performance graph based on the Company's fiscal year end
valuation (rather than the trading price at fiscal year end, representing the
appraised value as of the prior fiscal quarter). For comparative purposes,
additional information is provided based on the fiscal year end trading price of
the Company's shares.

COMPARISON OF FIVE-YEAR CUMULATIVE RETURN BASED UPON YEAR END VALUATION

1995 1996 1997 1998 1999 2000
-------------------------------------------------------------------

PUBLIX $100.00 126.25 186.15 283.11 275.27 296.91
S&P 500 $100.00 122.96 163.98 210.85 255.21 231.98
PEER GROUP $100.00 132.10 168.81 261.05 161.40 207.38

COMPARISON OF FIVE-YEAR CUMULATIVE RETURN BASED UPON YEAR END TRADING PRICE

1995 1996 1997 1998 1999 2000
-------------------------------------------------------------------

PUBLIX $100.00 128.59 145.08 257.31 280.59 298.11
S&P 500 $100.00 122.96 163.98 210.85 255.21 231.98
PEER GROUP $100.00 132.10 168.81 261.05 161.40 207.38

(1) Companies included in the peer group are: A&P, Albertson's, American Stores
(acquired by Albertson's in June 1999), Brunos (included through December
1999, no longer publicly traded), Delhaize America (formerly Food Lion),
Giant Food (acquired by Ahold USA in October 1998), Hannaford
Bros.(acquired by Delhaize America in July 2000), Kroger, Safeway, Smith's
Food and Drug (acquired by Fred Meyer in September 1997), Vons (acquired by
Safeway in April 1997), Weis Markets and Winn-Dixie. Peer group companies
that have been acquired are included in the performance graphs for all full
years prior to their acquisition.

MEETINGS

The Board of Directors held five meetings during 2000. All directors attended at
least 75% of the Company's Board of Directors and committee meetings held in
2000.

COMMITTEES

The Board of Directors had the following committees during 2000, each of which
is described below: Executive, Compensation, Audit, Corporate Governance and
Nominating.

The Executive Committee was formed by the Board of Directors to manage the
day-to-day affairs of the Company. During 2000, the Executive Committee
consisted of Hoyt R. Barnett, W. Edwin Crenshaw, Charles H. Jenkins, Jr.,
Chairman and Howard M. Jenkins. During 2000, the Executive Committee held 17
meetings.

The Compensation Committee sets and reviews the salary and benefits structure
of the Company with respect to its executive officers. During 2000, the
Compensation Committee consisted of Hoyt R. Barnett, Howard M. Jenkins, Tina P.
Johnson and William H. Vass, Chairman. During 2000, the Compensation Committee
held two meetings.

The Audit Committee has responsibility to the Board of Directors for assessing
the processes related to the Company's risks and control environment, overseeing
the financial reporting and evaluating the internal and independent audit
processes. During 2000, the Audit Committee consisted of Carol Jenkins Barnett,
Mark C. Hollis, E. Vane McClurg, Chairman and William H. Vass. During 2000, the
Audit Committee held two meetings.

The Corporate Governance Committee has responsibility for reviewing and
reporting to the Board of Directors on matters of corporate governance such as
practices, policies and procedures affecting directors and the Board's
operations and effectiveness. During 2000, the Corporate Governance Committee
consisted of Mark C. Hollis, Tina P. Johnson, E. Vane McClurg, Chairman and
William H. Vass. During 2000, the Corporate Governance Committee held seven
meetings.

The Nominating Committee has responsibility for reviewing and reporting to the
Board of Directors on matters of Board nominations. This includes establishing
criteria for Board membership, reviewing possible candidates and proposing
nominees to the Board of Directors. During 2000, the Nominating Committee
consisted of Mark C. Hollis, Chairman, Howard M. Jenkins, Tina P. Johnson and E.
Vane McClurg. During 2000, the Nominating Committee held two meetings.

AUDIT COMMITTEE REPORT

The Audit Committee of the Company's Board of Directors is comprised of four
Board members who are not actively involved in the current management of the
Company. Although the Audit Committee members are not independent as defined by
the New York Stock Exchange, in the opinion of the Board, each Audit Committee
member has the ability to make objective decisions independent of the interests
of management.

The role and responsibilities of the Audit Committee are set forth in a written
Charter adopted by the Board. A copy of the Charter, as revised on February 7,
2001, is included with this Proxy Statement as Appendix A. The Audit Committee
reviews and reassesses the Charter annually and recommends any changes to the
Board for approval.

Management is responsible for the Company's internal controls and the financial
reporting process. The Company's independent auditors are responsible for
performing an independent audit of the Company's consolidated financial
statements in accordance with auditing standards generally accepted in the
United States of America. The Audit Committee's responsibility is to monitor and
oversee these processes as described in the Audit Committee Charter.

The Audit Committee reviewed and discussed with management and the Company's
independent auditors the Company's audited financial statements for the fiscal
year ended December 30, 2000. The Audit Committee also discussed with the
Company's independent auditors the matters required to be discussed by Statement
on Auditing Standards No. 61, Communication with Audit Committees. The Audit
Committee received the written disclosures and the letter from the Company's
independent auditors required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, and discussed with the auditors
the firm's independence.

Based upon the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 30, 2000 for filing with the Securities and Exchange Commission.

This report is submitted by the following members of the Audit Committee during
the fiscal year 2000: Carol Jenkins Barnett, Mark C. Hollis, E. Vane McClurg,
Chairman and William H. Vass.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

The firm of KPMG LLP was the Company's auditors during 2000. The Audit Committee
will make its recommendation to the Board of Directors as to the Company's
auditors for 2001 later this year.

Representatives of KPMG LLP will be present at the meeting with an opportunity
to make a statement if they desire to do so and will be available to respond to
appropriate questions.

The aggregate fees billed by the Company's independent auditors, KPMG LLP, for
professional services rendered for the fiscal year ended December 30, 2000 were
approximately $200,000 for audit fees, $532,000 for professional services
related to financial information systems evaluation and selection and $165,000
for other professional services.

PROPOSALS OF STOCKHOLDERS

Proposals of stockholders intended to be presented at the 2002 Annual Meeting of
Stockholders must be received at the Company's corporate office prior to
December 13, 2001, for consideration for inclusion in the Proxy Statement
relating to that meeting.

OTHER MATTERS THAT MAY COME BEFORE THE MEETING

At the date of this Proxy Statement, the Board of Directors knows of no matter
other than the matters described herein that will be presented for consideration
at the meeting. However, if any other business shall properly come before the
meeting, all proxies signed and returned by stockholders will be voted in
accordance with the best judgment of the persons voting the proxies.

By order of the Board of Directors:

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

Dated: March 6, 2001

The Company will provide, without charge, a copy of its annual report to the
Securities and Exchange Commission, Form 10-K, for the fiscal year ended
December 30, 2000, upon the written request of any stockholder of record or
beneficial owner as of March 6, 2001. Requests for such reports should be
directed to John A. Attaway, Jr., Secretary, Publix Super Markets, Inc., P.O.
Box 407, Lakeland, Florida 33802.

AUDIT COMMITTEE CHARTER (Effective February 7, 2001) APPENDIX A

PURPOSE

This Audit Committee Charter sets forth the duties and responsibilities of the
Audit Committee (the "Committee") of Publix Super Markets, Inc. (the "Company").
The Committee is appointed by the Board of Directors (the "Board") of the
Company, and in the absence of such appointment, the Board shall serve as the
Committee. Its primary function is to assist the Board in fulfilling its
oversight responsibilities by monitoring
o the integrity of the systems of internal controls regarding finance,
accounting, legal compliance and ethics established by management and
the Board
o the integrity of the financial statements and other information provided
to stockholders and others and
o the audit process.

Consistent with this function, the Committee shall encourage continuous
improvement of and foster adherence to the Company's policies, procedures and
practices at all levels.

MEMBERSHIP

The Committee is composed of at least three Board members who are not actively
involved in the current management of the Company and, in the opinion of the
Board, have the ability to make objective decisions that may be in conflict with
the interests of management.

Committee members are elected by the Board at the annual organization meeting of
the Board. The Committee chairperson is appointed by the Board.

MEMBER SKILLS AND TRAINING

Committee members shall have
o an inquiring attitude, objectivity, and sound judgment
o knowledge of the primary industry in which the Company operates
o the ability to read and understand fundamental financial statements,
including the Company's balance sheet, statement of earnings, statement of
cash flows and key performance indicators
o a working familiarity with basic finance and accounting practices and
o the ability to understand key business and financial controls and related
control processes.

At least one Committee member shall have
o expertise in business and financial reporting and control, including
knowledge of the regulatory requirements and
o past accounting or related financial management expertise.

Committee members are encouraged to enhance their familiarity with finance and
accounting by participating in educational programs conducted by the Company or
an outside organization.

MEETINGS

The Committee shall meet at least three times annually or more frequently as
circumstances require. The Committee chair shall prepare and/or approve an
agenda in advance of each meeting. As part of its responsibility to foster open
communication, the Committee shall meet at least annually with management, the
Director of Internal Audit, and the independent auditor in separate sessions to
discuss any matters that the Committee or these groups believe should be
discussed in executive session. In addition, the Committee or designated
Committee member shall meet quarterly with management to review the Company's
Form 10-Q financial information prior to its filing. Any meetings may be
conducted telephonically.

AUTHORITY

The Committee has the authority to conduct or authorize any activities or
investigation appropriate to fulfilling its responsibilities. The Committee also
has direct access to the internal and independent auditor as well as anyone else
in the Company with information pertinent to the proper performance of its
duties. In addition, the Committee shall have access to its own legal counsel
and other advisors at the Committee's sole discretion.

CORE RESPONSIBILITIES

The Committee has three core responsibilities:

o assessing the processes related to the Company's risks and control
environment
o overseeing financial reporting and
o evaluating the internal and independent audit processes.

To accomplish these, the Committee shall establish and maintain free and open
communication between the Board, the independent auditor, the Director of
Internal Audit and the management of the Company.

ASSESSING RISKS AND THE CONTROL ENVIRONMENT

The Committee shall fulfill its responsibility for assessing the processes
related to the Company's risks and the control environment by performing these
activities.
1. Encourage management to foster an atmosphere that supports a strong control
environment.
2. Meet with management, the Director of Internal Audit, and the
independent auditor in separate sessions to discuss any matters that the
Committee or these groups believe should be discussed in executive session.
3. Review with management the significant risks and exposures to the Company
and their impact or potential impact on the financial statements.
4. Review with management, the Director of Internal Audit and the independent
auditor the adequacy of the Company's internal control environment and
controls in selected areas representing significant financial and business
risk.
5. Review with management and legal counsel any legal and regulatory matters
that may have a significant impact on the financial statements and
compliance policies and programs.

OVERSEEING FINANCIAL REPORTING

The Committee shall fulfill its responsibility for overseeing financial
reporting by performing these activities.
1. Understand the Company's accounting policies and procedures. Specifically,
review and understand significant and unusual transactions, revenue
recognition practices, and significant deferred costs, accruals, and
management estimates.
2. Review and approve changes in important accounting principles.
3. Review with the independent auditor and management the auditor's judgments
about the quality, not just the acceptability, of the Company's accounting
principles as applied in its financial reporting.
4. Review and approve significant conflicts of interests and related-party
transactions.
5. Review with management, or cause a designated Committee member to review
with management, the quarterly financial statements prior to the filing
of the Company's Form 10-Q with the Securities and Exchange Commission
(SEC).
6. At the completion of the annual examination, review with the independent
auditor, management and the Director of Internal Audit
o the Company's Annual Report on Form 10-K, including the audited financial
statements and related footnotes
o the independent auditor's audit and related opinion of the financial
statements
o the independent auditor's observations of the Company's internal control
structure and other related matters
o any significant findings and recommendations, including management's
responses
o any significant changes required in the independent auditor's audit plan
o any serious difficulties or disputes with management encountered during the
course of the audit and
o other matters related to the conduct of the audit which are to be
communicated to the Committee under Generally Accepted Auditing Standards.

7. Provide minutes of Committee meetings to the Board detailing the
committee's activities, conclusions and recommendations.
8. Annually review and update the Committee's charter and recommend any
proposed changes to the Board for approval.
9 Ensure the Committee's charter is published at least every three years in
accordance with SEC regulations.
10. Annually, prepare a report to stockholders as required by the SEC and
include the report in the Company's annual proxy statement.

EVALUATING THE AUDIT PROCESS

The Committee shall fulfill its responsibility for evaluating the internal and
independent audit processes by performing these activities.
1. Recommend to the Board the selection of the independent auditor, approve
the compensation of the independent auditor, evaluate the performance of
the independent auditor, and review and approve the discharge of the
independent auditor.
2. Annually, review and discuss with the independent auditor all significant
relationships with the Company that could impair the auditor's
independence. Include a review of management consulting services and
related fees provided by the independent auditor.
3. Confirm and assure the independent auditor's understanding that they are
responsible to the Board and the Committee as representatives of the
stockholders.
4. Consider with management and the independent auditor the rationale for
employing audit firms other than the principal independent auditor.
5. Review with the independent auditor, management and the Director of
Internal Audit the scope of the proposed audit for the coming year and the
audit procedures to be utilized.
6. Review with the Director of Internal Audit and the independent auditor the
coordination of audit effort to assure completeness of coverage, reduction
of redundant efforts, and the effective use of audit resources.
7. Review and concur in the appointment, replacement, reassignment, or
dismissal of the Director of Internal Audit.
8. Consider and review with the Director of Internal Audit
o the internal audit department charter
o the independence and objectivity of the internal auditors
o the annual audit plan and scope
o the process used to develop the annual audit plan
o the internal audit department staffing and
o internal audit's compliance with the Institute of Internal
Auditors' Standards for the Professional Practice of Internal Auditing.

9. Consider and review with the Director of Internal Audit and management
o the status of internal audit activities
o significant findings and recommendations, including management's
responses and the current status of the recommendations
o any difficulties encountered in the course of the audit work, including
any restrictions on the scope of activities or access to required
information and
o any changes required in the planned scope of the audit plan.

PUBLIX SUPER MARKETS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 15, 2001

The undersigned hereby appoints Howard M. Jenkins, Charles H. Jenkins, Jr. and
W. Edwin Crenshaw or any of them, as proxies with full power of substitution,
to vote all shares of common stock of Publix Super Markets, Inc., which the
undersigned is entitled to vote at the 2001 Annual Meeting of Stockholders, and
at any adjournments thereof, on the following matters:

1. Election of Directors - Carol Jenkins Barnett, Hoyt R. Barnett, W. Edwin
Crenshaw, Mark C. Hollis, Charles H. Jenkins, Jr., Howard M. Jenkins,
Tina P. Johnson, E. Vane McClurg and Kelly E. Norton.

|_| FOR all nominees listed above (except as to those nominees whose
names have been crossed out).

|_| AUTHORITY WITHHELD

2. Other Matters - Unless a line is stricken through this sentence, the
proxies named above may, in their discretion, vote the shares
represented by this proxy card upon such other matters as may properly
come before the Annual Meeting.

The shares represented by this proxy card will be voted only if this proxy card
is properly executed and timely returned. In that event, such shares will be
voted as specified. If no specification is made, the shares will be voted in
favor of items 1 and 2.

The undersigned acknowledges receipt of (1) the Company's 2000 Annual Report to
Stockholders and (2) the Company's Notice of Annual Meeting of Stockholders and
Proxy Statement dated March 6, 2001, relating to the Annual Meeting. The
undersigned revokes any proxy previously given for the shares represented by
this proxy.

--------------- ------------------------- -------------------------
Date Signature Signature if held jointly

|_|If you received an annual report for this account and request not to, please
mark an (x) in this box. Stockholders with multiple accounts, please leave
one proxy card unmarked.

|_|I will attend the meeting.

Note: Your signature should appear as your name appears hereon. For shares held
in joint names, each joint owner should sign. If signing as attorney, executor,
administrator, trustee, guardian or other representative capacity, please give
full title as such.

Please mark, sign, date and promptly return this proxy card using the enclosed
envelope.

TO THE PARTICIPANTS OF PUBLIX SUPER MARKETS, INC.
EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)

Dear ESOP Participant:

The Publix Super Markets, Inc. Annual Meeting of Stockholders is being held on
May 15 this year. At the meeting, the Trustee of the ESOP, Hoyt R. Barnett, or
his designee, will vote the shares allocated to your ESOP account according to
your instructions. You may indicate your instructions on the last page of this
booklet, which is the 2001 Notice of Annual Meeting of Stockholders and Proxy
Statement.

Your choices are:

o To vote on the issues described on the last page of this booklet,
o To withhold authority to vote your shares.

Once you have made your voting decision on the proxy card:

o Sign and date the card,
o Tear off along perforated line,
o Fold and return through the unmetered mail system. If you did not receive
this booklet at a Publix location, please return the card in the envelope
provided.

Please keep in mind that if you indicate "authority withheld" on the last page
of this booklet, the Trustee will not exercise any voting rights for your ESOP
shares. If your voting instructions are not received by May 15, the Trustee will
vote your ESOP shares at his discretion.

Thank you,

Plan Administrator
Publix Super Markets, Inc.

Dated: March 6, 2001

PUBLIX SUPER MARKETS, INC.
REQUEST FOR VOTING INSTRUCTIONS
IN CONNECTION WITH THE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 15, 2001

The undersigned, a participant or beneficiary in the Publix Super Markets, Inc.
Employee Stock Ownership Plan (the "ESOP"), with respect to all shares of common
stock of Publix Super Markets, Inc. (the "Company") allocated to the ESOP
account of the undersigned, the voting rights of which are accorded to the
undersigned under the ESOP (the "Account Shares"), requests and instructs Hoyt
R. Barnett, Trustee, or the Trustee's designee, to attend the Annual Meeting of
Stockholders of the Company to be held on May 15, 2001, and any adjournments
thereof, and to vote all the Account Shares which are entitled to vote at the
Annual Meeting, in any manner and with the same effect as if the undersigned
were the record owner of the Account Shares. The undersigned authorizes and
instructs the Trustee or his designee to vote as follows:

1. Election of Directors - Carol Jenkins Barnett, Hoyt R. Barnett, W. Edwin
Crenshaw, Mark C. Hollis, Charles H. Jenkins, Jr., Howard M. Jenkins,
Tina P. Johnson, E. Vane McClurg and Kelly E. Norton.

|_| FOR all nominees listed above (except as to those nominees whose names
have been crossed out).

|_| AUTHORITY WITHHELD

2. Other Matters - Unless a line is stricken through this sentence, the
Trustee (or the Trustee's designee) is directed in such person's
discretion to vote the Account Shares upon such other matters as may
properly come before the Annual Meeting.

The Account Shares will be voted as directed above if this proxy card is
properly executed and timely returned. If no specification is made, or this
proxy card is not returned, the shares will be voted at the Trustee's
discretion.

-------------------- -----------------------------------
Date Signature

Note: Your signature should appear as your name appears on the reverse side. If
signing as attorney, executor, administrator, trustee, guardian or other
representative capacity, please give full title as such.

|_| I will attend the meeting.

(Promptly mark, sign, date, remove from booklet, fold and return either through
the unmetered mail system or in the enclosed envelope.)

Return to:
Retirement Department
Publix Corporate Office
Lakeland