SCHEDULE 14A INFORMATION


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

                                (Amendment No. )

Filed by the Registrant (x)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
[ ]  Preliminary Proxy Statement
[ ]  Confidential, for use of the Commission Only
     (as permitted by Rule 14a-6(e)(2))
[x]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

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

    ----------------------------------------------------------------------
   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

    1) Title of each class of securities to which transaction applies:

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    2) Aggregate number of securities to which transaction applies:

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    3) Per unit price or other underlying value of transaction computed
       pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
       filing fee is calculated and state how it was determined):

    ----------------------------------------------------------------------------
    4) Proposed maximum aggregate value of transaction:

    ----------------------------------------------------------------------------
    5) Total fee paid:

    ----------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
    Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
    paid previously. Identify the previous filing by registration statement
    number, or the Form or Schedule and the date of its filing.

    1) Amount Previously Paid:

    ----------------------------------------------------------------------------
    2) Form, Schedule or Registration Statement No.:

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    3) Filing Party:

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    4) Date Filed:

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                         PUBLIX SUPER MARKETS, INC.

         Corporate Office                      Mailing Address
        3300 Airport Road                       P.O. Box 407
     Lakeland, Florida 33811               Lakeland, Florida 33802
--------------------------------------------------------------------------------

              2004 Notice of Annual Meeting of Stockholders
                           to be held on May 11, 2004



To Our Stockholders:

Notice is hereby given that the Annual Meeting of  Stockholders  of Publix Super
Markets,  Inc.,  a  Florida  corporation  (the  "Company"),  will be held at the
corporate  office of the  Company,  3300 Airport  Road,  Lakeland,  Florida,  on
Tuesday, May 11, 2004, 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 vote
your shares by  completing,  signing,  dating and promptly  mailing the enclosed
proxy card in the envelope provided.



By order of the Board of Directors,

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





Lakeland, Florida
March 3, 2004





2004 PROXY STATEMENT


GENERAL INFORMATION

This  Proxy  Statement  is being  mailed  on or  about  April  8,  2004,  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  11,  2004,  or any
adjournments thereof. The cost of the enclosed proxy is borne by the Company.

VOTING SECURITIES OUTSTANDING

As of March 3,  2004,  there  were  180,910,540  shares of  common  stock of the
Company outstanding. Each share is entitled to one vote.

Only  stockholders  of record as of the close of business on March 3, 2004, 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,  3300 Airport Road, Lakeland,  Florida 33811 or
by mailing it to the Company at P.O. Box 407, Lakeland,  Florida 33802-0407. 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. A properly executed proxy marked  "AUTHORITY  WITHHELD" will
not be voted for the election of directors (if the name of one or more directors
is crossed  out,  the proxy will not be voted with  respect to the  director  or
directors  indicated) and will not be counted in determining whether a plurality
of votes exists.  Any other matter submitted to a vote of the stockholders  will
be approved if the votes cast in favor of the matter are greater  than the votes
cast in opposition to the matter. A properly  executed proxy where the authority
to  vote on any  such  other  matter  is  marked  "AUTHORITY  WITHHELD"  will be
considered an abstention  and will not be voted.  The  abstention  will have the
same effect as does a share that is not present or that is otherwise not voted.

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 ten  members.  The  persons
designated  as nominees for election as a director  are Carol  Jenkins  Barnett,
Hoyt R. Barnett, Joan G. Buccino,  William E. Crenshaw, Mark C. Hollis, Sherrill
W. Hudson, Charles H. Jenkins, Jr., Howard M. Jenkins, E. Vane McClurg and Kelly
E. Norton.  All nominees are currently  directors of the Company.  Management of
the Company  recommends a vote FOR all the  nominees.  The proxies will be voted
FOR the election of the ten 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 ABOUT NOMINEES FOR DIRECTOR

The following information set forth for each of the nominees for election to the
Board of Directors  includes such person's  principal  occupation  presently and
during the last five years, other information,  period of service as director of
the Company and age.
--------------------------------------------------------------------------------

Carol          Carol  Jenkins  Barnett
Jenkins        Chairman  of the Board and  President  of  Publix  Super  Markets
Barnett        Charities, Inc.
(Photo)        Director since 1983. Age 47.


Hoyt R.        Hoyt R. Barnett
Barnett        Vice  Chairman of the Company and Trustee of the  Employee  Stock
(Photo)        Ownership Plan since December  1999.  Previously,  Vice Chairman,
               Trustee of the Profit  Sharing  Plan and Trustee of the  Employee
               Stock Ownership Plan to December 1999.
               Director since 1985.  Age 60.


Joan G.        Joan G. Buccino
Buccino        Professor of Economics  since 1991 for Florida  Southern  College
(Photo)        (Lakeland,  Florida).  Previously,  Chair of the  Social  Science
               Division  from  August  1997  to  August  2003.  Served  as  Vice
               President and Interim Dean of the College  during 2001.  Also has
               held the  Dorotha  C.  Tanner  Chair in  Ethics in  Business  and
               Economics since 1994.
               Director since 2002.  Age 66.


William E.     William E. Crenshaw
Crenshaw       President of the Company.
(Photo)        Director since 1990.  Age 53.


Mark C.        Mark C. Hollis
Hollis         Vice Chairman of the Board of the Company from January 1996 until
(Photo)        retiring in January 1999.
               Director since 1974. Age 69.




INFORMATION ABOUT NOMINEES FOR DIRECTOR (continued)


Sherrill       Sherrill W. Hudson
W. Hudson      Managing Partner, Deloitte & Touche LLP, Miami, Florida from 1983
(Photo)        until  retiring  in  August  2002.  He  is  a  certified   public
               accountant  and  serves  on the  Audit  Committee  as  the  Audit
               Committee  financial expert. Also currently serving as a Director
               of  TECO   Energy,   Inc.,   The   Standard   Register   Company,
               SportsLine.com, Inc. and MasTec, Inc.
               Director since 2003.  Age 61.


Charles H.     Charles H. Jenkins, Jr.
Jenkins, Jr.   Chief   Executive   Officer  of  the  Company   since  May  2001.
(Photo)        Previously,  Chairman of the  Executive  Committee  to June 2000,
               Chairman of the Executive  Committee and Chief Operating  Officer
               to May 2001.
               Director since 1974.  Age 60.


Howard M.      Howard M. Jenkins
Jenkins        Chairman of the Board of the Company since May 2001.  Previously,
(Photo)        Chairman of the Board and Chief Executive Officer.
               Director since 1977.  Age 52.


E. Vane        E. Vane McClurg
McClurg        Attorney-at-law,  law firm of Hahn, McClurg,  Watson,  Griffith &
(Photo)        Bush.
               Director since 1988. Age 62.


Kelly E.       Kelly E. Norton
Norton         Independent   business   advisor  and   consultant.   Previously,
(Photo)        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.
               Director since 2001.  Age 65.


Carol Jenkins Barnett and Howard M. Jenkins are siblings. Hoyt R. Barnett is the
husband  of Carol  Jenkins  Barnett  and  brother-in-law  of Howard M.  Jenkins.
William  E.  Crenshaw  is the  nephew of Carol  Jenkins  Barnett  and  Howard M.
Jenkins.  Charles H. Jenkins, Jr. is the cousin of Carol Jenkins Barnett, Howard
M. Jenkins and William E. Crenshaw.





INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES

MEETINGS

The Board of Directors held five meetings  during 2003.  All directors  attended
100% of the  Company's  Board of Directors  meetings  held in 2003. In addition,
directors  maintained  100%  attendance  at all Board  Committee  meetings.  The
Company does not have a specific  policy  regarding  director  attendance at the
Annual Meeting of Stockholders.  However, meetings of the Board of Directors are
scheduled in conjunction  with the Annual Meeting of  Stockholders to facilitate
director  attendance  at the  meeting.  All  directors  attended the last Annual
Meeting of  Stockholders  on May 13, 2003.  During 2003,  the Board of Directors
consisted of Carol Jenkins Barnett, Hoyt R. Barnett, Joan G. Buccino, William E.
Crenshaw, Mark C. Hollis, Sherrill W. Hudson, Charles H. Jenkins, Jr., Howard M.
Jenkins,  Chairman,  Tina P. Johnson,  E. Vane McClurg and Kelly E. Norton.  The
Board of Directors has determined  that Joan G. Buccino,  Sherrill W. Hudson and
Kelly E.  Norton are  independent  as defined by the rules of the New York Stock
Exchange.

COMMITTEES

The Board of Directors had the following  committees  during 2003, each of which
is described below:  Executive,  Compensation,  Audit,  Corporate Governance and
Nominating.

The  Executive  Committee's  primary  responsibility  is to act on behalf of the
Board of Directors  between  meetings of the Board.  During 2003,  the Executive
Committee  held six  meetings  and  consisted  of Hoyt R.  Barnett,  William  E.
Crenshaw, Charles H. Jenkins, Jr., Chairman and Howard M. Jenkins.

The  Compensation  Committee  has  responsibility  for reviewing and setting the
salary and  benefits  structure  of the Company  with  respect to its  executive
officers.  During 2003, the Compensation Committee held four meetings.  Prior to
the Annual Meeting of Stockholders on May 13, 2003, the  Compensation  Committee
held one meeting and consisted of Mark C. Hollis,  Howard M.  Jenkins,  Chairman
and Kelly E. Norton. Subsequent to the Annual Meeting of Stockholders on May 13,
2003,  the  Compensation  Committee held three meetings and consisted of Joan G.
Buccino,  Sherrill  W.  Hudson and Kelly E.  Norton,  Chairman,  all of whom are
independent as defined by the rules of the New York Stock Exchange.

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. The Audit Committee operates pursuant to a written charter, a copy of
which is attached. During 2003, the Audit Committee held five meetings. Prior to
the Annual Meeting of  Stockholders  on May 13, 2003,  the Audit  Committee held
three  meetings and  consisted of Joan G. Buccino,  Mark C. Hollis,  Sherrill W.
Hudson, E. Vane McClurg and Kelly E. Norton, Chairman.  Subsequent to the Annual
Meeting of  Stockholders  on May 13, 2003, the Audit Committee held two meetings
and  consisted of Joan G.  Buccino,  Sherrill W.  Hudson,  Chairman and Kelly E.
Norton,  all of whom are  independent as defined by Rule 10A-3 of the Securities
Exchange Act of 1934 and the rules of the New York Stock  Exchange.  Mr.  Hudson
serves as the Audit Committee financial expert.

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 2003, the Corporate  Governance  Committee
held eight  meetings.  Prior to the Annual  Meeting of  Stockholders  on May 13,
2003,  the Corporate  Governance  Committee  held four meetings and consisted of
Joan G. Buccino, Mark C. Hollis, E. Vane McClurg,  Chairman and Kelly E. Norton.
Subsequent to the Annual Meeting of  Stockholders on May 13, 2003, the Corporate
Governance  Committee  held four  meetings  and  consisted  of Joan G.  Buccino,
Sherrill W. Hudson, E. Vane McClurg, Chairman and Kelly E. Norton, a majority of
whom are  independent as defined by the rules of the New York Stock Exchange and
all of  whom  are  outside  directors  as  defined  by the  Company's  Corporate
Governance Guidelines.




The Nominating  Committee has  responsibility for reviewing and reporting to the
Board of  Directors on matters of Board  nominations.  This  includes  reviewing
potential  candidates  and  proposing  nominees to the Board of  Directors.  The
Nominating  Committee operates pursuant to a written charter, a copy of which is
attached.  During 2003, the Nominating Committee held two meetings. Prior to the
Annual Meeting of  Stockholders  on May 13, 2003, the Nominating  Committee held
one meeting and consisted of Hoyt R. Barnett, Mark C. Hollis,  Chairman,  Howard
M. Jenkins and E. Vane McClurg. Subsequent to the Annual Meeting of Stockholders
on May 13, 2003, the Nominating Committee held one meeting and consisted of Hoyt
R. Barnett, Chairman, Mark C. Hollis, Howard M. Jenkins and E. Vane McClurg. The
Nominating  Committee members are not independent as defined by the rules of the
New York Stock Exchange.  In the opinion of the Board, each Nominating Committee
member has the ability to make objective decisions  independent of the interests
of management.

The Company has no specific policy  regarding the  consideration of any director
candidates  recommended  by  stockholders.  However,  the  Nominating  Committee
considers  suggestions for director  candidates from several sources,  including
stockholders.  In  general,  candidates  must meet  minimum  qualifications  for
directors as set forth in the Company's  Corporate  Governance  Guidelines.  The
candidates  also  must  have any  additional  qualifications  identified  by the
Nominating  Committee as may be currently  required to maintain the  appropriate
balance  of  knowledge,  experience  and  expertise  on the Board of  Directors.
Candidate  suggestions,  together  with  appropriate  biographical  information,
should be sent to the  Chairman  of the  Nominating  Committee,  c/o  Secretary,
Publix Super Markets, Inc., P.O. Box 407, Lakeland, Florida, 33802-0407.

In evaluating  candidates for the Board of Directors,  the Nominating  Committee
considers that it is the Board of Directors'  objective to maintain a balance of
business  experience  in order to  maximize  the  effectiveness  of the Board of
Directors. The Nominating Committee also considers the specific skills necessary
for  candidates to  effectively  participate  on certain Board  committees.  The
candidates  should  possess  the  highest  personal  and  professional   ethics,
integrity and values,  and be committed to representing the long-term  interests
of the  stockholders.  In addition,  selection  criteria  may  include,  but not
necessarily be limited to:

o     No conflict of interest;
o     Willingness to devote adequate time and effort to Board responsibilities;
o     Ability to work with current Board of Directors;
o     Ability to assess corporate strategy;
o     Willingness to provide management oversight;
o     Broad business experience, judgment and leadership;
o     Significant years of management experience in a senior policy-making
      position;
o     Knowledge of the supermarket business or other retail business; and
o     Knowledge of business trends, including, but not limited to, relevant
      regulatory affairs.

COMMUNICATION WITH DIRECTORS

Any  stockholder or other party  interested in  communicating  with the Board of
Directors,  as a group, or an individual member of the Board of Directors may do
so by writing c/o Secretary, Publix Super Markets, Inc., P.O. Box 407, Lakeland,
Florida, 33802-0407. All communications to the Board of Directors or a specified
individual director will be provided to the Board of Directors, or the specified
individual  director,  at  the  next  Board  meeting  following  receipt  of the
communication.   However,  if  the  Secretary   determines  the  nature  of  the
communication  requires the immediate attention of the Board of Directors or the
specified  individual  director  the  communication  will be provided as soon as
reasonably possible.

COMPENSATION OF DIRECTORS

Non-employee  directors  receive a quarterly  retainer of $10,000 for serving on
the Board of Directors.  Beginning in 2003,  members of the Audit Committee also
received  an  additional  quarterly  retainer of $2,500 for serving on the Audit
Committee.  The Company has a Non-Employee Directors Stock Purchase Plan for the
benefit  of  eligible  directors.  Under the plan,  non-employee  directors  may
purchase  shares of the Company's  common stock at the current fair market value
during specific time periods  directly from the Company.  The provisions of this
plan are generally the same as the  provisions  of the Employee  Stock  Purchase
Plan.




BENEFICIAL OWNERSHIP OF SECURITIES

The  following  table sets  forth  certain  information  about the shares of the
Company's  common stock  beneficially  owned as of March 3, 2004, by each of the
Company's  nominees for director,  each  executive  officer named in the Summary
Compensation  Table  and  all  directors  and  executive  officers  as a  group.
Additionally,  the table  includes  the persons  (including  any group  deemed a
"person" under Section 13(d)(3) of the Securities Exchange Act of 1934) known by
the  Company  to  be a  beneficial  owner  of  more  than  5% of  the  Company's
outstanding common stock.






                                 Number of Shares of Common
                                    Stock Beneficially                  Percent
Name of Beneficial Owner          Owned as of March 3, 2004 (1)         of Class
--------------------------------------------------------------------------------
                                                                  

Carol Jenkins Barnett                   9,951,543    (2)                  5.50

Hoyt R. Barnett                        57,535,839    (3)                 31.80

Joan G. Buccino                             2,290                          *

William E. Crenshaw                       593,515                          *

Mark C. Hollis                          1,347,538    (4)                   *

Sherrill W. Hudson                          1,500                          *

Charles H. Jenkins, Jr.                 1,604,870                          *

Howard M. Jenkins                       6,473,251    (5)                  3.58

E. Vane McClurg                         1,151,769    (6)                   *

Kelly E. Norton                             2,625                          *

James J. Lobinsky                          67,488    (7)                   *

David P. Phillips                          47,214                          *

Employee Stock Ownership Plan          56,269,636                        31.10

All directors and executive
    officers as a group (36)           85,598,757    (8)                 47.32

Nancy E. Jenkins                       11,606,389    (9)                  6.42




* Shares represent less than 1% of common stock.
Note references are explained on page 7.









(1)  As used in the table on the preceding page,  "beneficial  ownership"  means
     the sole or shared voting or investment power with respect to the Company's
     common stock.  Unless otherwise  indicated,  the individual has sole voting
     and  investment  power with  respect to the  shares  shown as  beneficially
     owned.  For  participants  in the Company's  Employee Stock  Ownership Plan
     (ESOP),   holdings  include  shares  allocated  to  their  individual  ESOP
     accounts,  over which each  participant  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.  The address for
     all beneficial owners is 3300 Airport Road, Lakeland,  Florida 33811 with a
     mailing address of P.O. Box 407, Lakeland, Florida 33802-0407.

(2)  Includes  1,164,382  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
     56,269,636  shares of common  stock  over  which he has  shared  investment
     power. As Trustee, Hoyt R. Barnett exercises sole voting power over 920,908
     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  the  shares  as   instructed  by
     participants.  Additionally,  Hoyt R. Barnett will vote the ESOP shares for
     which no instruction is received.  Total shares  beneficially owned include
     1,164,382  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 these shares of
     common stock.

(5)  Howard M.  Jenkins  has sole  voting and  investment  power over  2,278,504
     shares of common stock which are held directly,  sole voting and investment
     power over 162,713 shares which are held indirectly, sole voting and shared
     investment  power over 38,018 shares which are held  indirectly  and shared
     voting  and  investment   power  over  3,994,016   shares  which  are  held
     indirectly.

(6)  Total shares  beneficially  owned by E. Vane McClurg  exclude 10,000 shares
     owned by E.  Vane  McClurg's  wife,  as to which  he  disclaims  beneficial
     ownership.

(7)  Includes  18,950  shares of common  stock over  which James J. Lobinsky has
     shared voting and investment power.

(8)  Includes  56,269,636 shares of common stock (31.10%) in the ESOP over which
     Hoyt R. Barnett is Trustee as described in note (3) and 7,696,142 shares of
     common stock (4.25%) in the 401(k) Plan - Publix Stock Fund over which Tina
     P. Johnson is Trustee with sole voting and shared investment power.

(9)  Nancy E.  Jenkins is  co-trustee  of a trust  which is the record  owner of
     121,951  shares of  common  stock  over  which she has  shared  voting  and
     investment  power. She is the sister of Howard M. Jenkins and Carol Jenkins
     Barnett, aunt of William E. Crenshaw, cousin of Charles H. Jenkins, Jr. and
     sister-in-law of Hoyt R. Barnett.





SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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.  A report  filed by the
following  person did not reflect his indirect  beneficial  ownership of certain
shares or changes  therein:  E. Vane McClurg (one Form 4). Upon  learning of the
omission,  Mr.  McClurg  promptly  filed the  necessary  report to  reflect  the
required information.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During 2003,  the Company  purchased  approximately  $2,244,000 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
William E. Crenshaw, cousin of Charles H. Jenkins, Jr. and sister-in-law of Hoyt
R. Barnett.

During 2003,  the Company paid  approximately  $457,000 to the law firm of Hahn,
McClurg,  Watson,  Griffith  & Bush for legal  services.  E. Vane  McClurg  is a
director and continues to provide legal services to the Company.

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

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Compensation  Committee  members prior to the Annual Meeting of  Stockholders on
May 13, 2003, who were all directors of the Company during 2003,  include:  Mark
C. Hollis, Howard M. Jenkins, Chairman and Kelly E. Norton. Howard M. Jenkins is
Chairman  of the Board of the  Company.  Subsequent  to the  Annual  Meeting  of
Stockholders on May 13, 2003, the  Compensation  Committee  consisted of Joan G.
Buccino,  Sherrill  W.  Hudson  and  Kelly  E.  Norton,  Chairman,  who were all
directors of the Company during 2003.  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 2003,  the Company  purchased  approximately  $2,244,000 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
William E. Crenshaw, cousin of Charles H. Jenkins, Jr. and sister-in-law of Hoyt
R. Barnett.





COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The  Compensation  Committee  has  responsibility  for reviewing and setting the
salary and  benefits  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.  Charles H.  Jenkins,  Jr.'s base salary was
increased  by  approximately  8.7%  to  $485,825.   This  increase  was  heavily
influenced by factor (2) above, the compensation levels of supermarket chains in
the  Company's  Peer Group  Index,  taking into  account the size and  financial
performance  of the Company.  The most recently  available  base salaries of the
CEOs in the Company's  Peer Group Index range from $560,000 to  $1,288,000.  The
lowest CEO base salary is for a supermarket chain with  approximately $2 billion
in sales. The financial performance of the Company has been significantly better
than the performance of these supermarket chains.

Bonuses are paid generally in the year following the year earned.  The incentive
bonus plan covers  approximately  375  management  employees.  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.  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  at any time,  for all
employees except executive officers. Any changes to the incentive bonus plan for
executive officers is at the discretion of the Compensation Committee.

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 11
and 12.

This report is submitted by the following members of the Compensation  Committee
at the end of 2003:

Joan G. Buccino, Sherrill W. Hudson and Kelly E. Norton, 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 2003 and for  services
rendered in all capacities to the Company during the years ended 2003,  2002 and
2001:




SUMMARY COMPENSATION TABLE

                                                                                          Long-Term Compensation
                                                                                    ----------------------------------
                                         Annual Compensation                              Awards               Payouts
                                --------------------------------------------------  ----------------------     -------
                                                                           Other
                                                                           Annual   Restricted                            All Other
Name and Principal Position                                                Compen-    Stock       Options/     LTIP       Compen-
( ) Years of Service            Year    Salary     Bonus (1)    Total      sation     Award       SARs(#)      Payouts    sation (2)
------------------------------------------------------------------------------------------------------------------------------------

                                                                                                

Charles H. Jenkins, Jr. (34)    2003   $485,825     $58,242   $544,067        -         -            -            -        $19,985
  Chief Executive Officer       2002    447,000      94,790    541,790        -         -            -            -         21,041
  and Director                  2001    413,000      53,093    466,093        -         -            -            -         18,783

William E. Crenshaw (29)        2003   $405,600     $48,624   $454,224        -         -            -            -        $19,985
  President and Director        2002    375,800      79,692    455,492        -         -            -            -         21,041
                                2001    355,400      45,688    401,088        -         -            -            -         18,783

David P. Phillips (19)          2003   $305,000     $36,564   $341,564        -         -            -            -        $19,985
  Chief Financial Officer       2002    254,000      53,863    307,863        -         -            -            -         21,041
  and Treasurer                 2001    233,700      30,043    263,743        -         -            -            -         18,783

Hoyt R. Barnett (35)            2003   $287,625     $34,481   $322,106        -         -            -            -        $19,985
  Vice Chairman and Director    2002    287,625      60,993    348,618        -         -            -            -         21,041
                                2001    287,625      36,975    324,600        -         -            -            -         18,783

James J. Lobinsky (47)          2003   $255,180     $30,592   $285,772        -         -            -            -        $19,985
  Senior Vice President         2002    240,755      51,054    291,809        -         -            -            -         21,041
                                2001    228,300      29,349    257,649        -         -            -            -         18,783



(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.








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.  Amounts earned for 2003, 2002 and 2001 under the plan
by the CEO and the four most highly  compensated  executive  officers other than
the CEO 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 10% of their eligible annual  compensation  (8% prior to January 1, 2002),
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 2003,
2002 and  2001,  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 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 2003,  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.





AUDIT COMMITTEE REPORT

At the end of 2003, the Audit  Committee of the Company's Board of Directors was
comprised of three Board members who were not involved in the current management
of the Company.  The Audit  Committee  members are independent as defined by the
rules of the New York Stock Exchange.

The roles and responsibilities of the Audit Committee are set forth in a written
Charter adopted by the Board of Directors.  A copy of the Charter, as revised on
November  10,  2003,  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 of Directors 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  monitors  and  oversees  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 consolidated financial statements for
the fiscal year ended December 27, 2003. 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 in the preceding  paragraph,
the Audit  Committee  recommended  to the Board of  Directors  that the  audited
consolidated  financial statements be included in the Company's Annual Report on
Form 10-K for the fiscal  year ended  December  27,  2003,  for filing  with the
Securities and Exchange Commission.

This report is submitted by the following  members of the Audit Committee at the
end of 2003: Joan G. Buccino, Sherrill W. Hudson, Chairman and Kelly E. Norton.

RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS

The firm of KPMG LLP was the Company's  independent  auditors  during 2003.  The
Audit Committee will make its recommendation to the Board of Directors as to the
Company's auditors for 2004 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 fees  billed  by the  Company's  independent  auditors,  KPMG  LLP,  for the
indicated services performed during the fiscal years ended December 27, 2003 and
December 28, 2002, were as follows:



                                    2003          2002
                                    ----          ----
                                (Amounts are in thousands)

                                             

Audit fees (1)                      $336           332
Audit-related fees (2)                23            17
Tax fees (3)                          78           237
All other fees                         -             -
                                    ----           ---
                                    $437           586
                                    ====           ===



Note references are explained on page 11.







(1)  Fees for audit services  include fees  associated  with the annual audit of
     the  Company's  financial  statements,  review of the  Company's  quarterly
     financial  statements and audit services  provided in connection with other
     statutory or regulatory filings.

(2)  Fees for audit-related  services primarily include fees associated with the
     annual audit of employee benefit plans.

(3)  Fees for tax services  include fees  associated  with tax  compliance,  tax
     advice and tax planning.

The Audit  Committee has reviewed and discussed the fees paid to KPMG LLP during
the last fiscal year for audit and non-audit  services and has  determined  that
the  provision  of  the  non-audit  services  are  compatible  with  the  firm's
independence.

Under its Charter,  the Audit Committee must  pre-approve all engagements of the
Company's  independent auditors. At its May 6, 2003 meeting, the Audit Committee
adopted an Audit Committee Pre-Approval Policy. The Audit Committee Pre-Approval
Policy  provides that the Audit  Committee is required to pre-approve  all audit
and non-audit services  performed by the independent  auditor in order to assure
that the provision of such services will not impair the auditor's  independence.
The Audit  Committee  has  delegated  the  Chairman of the Audit  Committee  the
authority to evaluate and approve  engagements on behalf of the Audit  Committee
in the event  that the need for  pre-approval  arises  between  Audit  Committee
meetings.  If the Chairman  approves any such  engagements,  he will report that
approval to the Audit Committee at its next meeting. Since May 6, 2003, each new
engagement  of the  independent  auditor  was  approved in  accordance  with the
policy.





PERFORMANCE GRAPHS

The  following  performance  graph sets  forth the  Company's  cumulative  total
stockholder  return  during the five years ended  December  27,  2003,  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
1998 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




              1998        1999        2000       2001        2002        2003
            ------------------------------------------------------------------
                                                      

PUBLIX      $100.00       97.23      104.87      89.70       84.86      114.73
S&P 500      100.00      121.04      110.02      98.75       75.69       96.48
PEER GROUP   100.00       61.84       79.45      64.76       40.98       46.46




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




              1998        1999        2000       2001        2002        2003
            ------------------------------------------------------------------
                                                      

PUBLIX      $100.00      109.05      115.86     101.74       92.50      117.49
S&P 500      100.00      121.04      110.02      98.75       75.69       96.48
PEER GROUP   100.00       61.84       79.45      64.76       40.98       46.46



(1)  Companies  included  in  the  peer  group  are:  A&P,  Albertson's,  Brunos
     (included  through  December  1999, no longer  publicly  traded),  Delhaize
     America (formerly Food Lion,  included through December 2000, became a part
     of the Delhaize Group in April 2001), Hannaford Bros. (acquired by Delhaize
     America in July 2000), Kroger,  Safeway, 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.





PROPOSALS OF STOCKHOLDERS

Proposals of stockholders intended to be presented at the 2005 Annual Meeting of
Stockholders  must be  received  at the  Company's  corporate  office  prior  to
December  9,  2004,  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



Lakeland, Florida
March 3, 2004


The Company will  provide,  free of charge,  a copy of its annual  report to the
Securities  and  Exchange  Commission,  Form  10-K,  for the  fiscal  year ended
December  27, 2003,  upon the written  request of any  stockholder  of record or
beneficial owner as of the close of business on March 3, 2004. Requests for such
reports  should be directed to John A.  Attaway,  Jr.,  Secretary,  Publix Super
Markets, Inc., P.O. Box 407, Lakeland,  Florida 33802-0407. The above report may
also be obtained electronically,  free of charge, through the Company's website.
The Company's website address is http://www.publix.com/stock.
                                 ---------------------------





AUDIT COMMITTEE CHARTER (Effective November 10, 2003)                 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 to assist the Board in fulfilling  its oversight  responsibilities  with
respect to matters  involving the accounting,  financial  reporting and internal
control  functions  of  the  Company.  This  includes  assisting  the  Board  in
overseeing
o   the integrity of the Company's financial statements
o   the  adequacy  of the  Company's  system  of  internal  controls,  including
    disclosure controls and procedures
o   the independent auditor's qualifications, independence, and performance
o   the performance of the Company's internal audit function and
o   the Company's compliance with legal and regulatory requirements.

In addition, the Committee shall prepare the report required by the rules of the
Securities  and Exchange  Commission  (the  "Commission")  to be included in the
Company's proxy statement.

MEMBERSHIP

The  Committee  is  composed  of at  least  three  Board  members  who  meet the
definition of Independent  Director.  An Independent  Director is a director who
meets  the  independence   definition  set  forth  in  the  Company's  Corporate
Governance Guidelines.

Committee  members  are  appointed  by the  Board at its  annual  organizational
meeting  to  serve  a  term  of one  year.  The  Board  appoints  the  Committee
Chairperson.

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   a working  familiarity  with  financial  statements  and basic  finance  and
    accounting practices or shall at the time of appointment  undertake training
    for that purpose and
o   the ability to understand  key business and  financial  controls and related
    control processes.

At least  one  Committee  member  shall be a  financial  expert  as that term is
defined by the rules of the Commission.

All 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 four times  annually or as often as necessary
to carry out its  responsibilities.  The  Committee  Chairperson  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 with
management,  internal audit, and the independent auditor in separate sessions to
discuss  any  matters  that the  Committee  or these  groups  believe  should be
discussed.  In addition,  the Committee  shall meet quarterly  with  management,
internal audit, and the independent auditor to review the financial  information
included in the Company's  Form 10-Q or Form 10-K and proxy  statement  prior to
their  filing.  The  Committee  may request any  employees of the Company or any
outside  advisors  to  attend a  meeting  of the  Committee  or to meet with any
members of, or  consultants  to, the  Committee.  Any  meeting may be  conducted
telephonically.




AUTHORITY

The  Committee  shall have the  authority  to engage in any  activity,  take any
action  or  authorize  any   investigation   appropriate   to   fulfilling   its
responsibilities.  The  Committee  shall also have direct access to the internal
and independent  auditor,  in-house and outside counsel and other staff in order
to carry out the proper performance of its duties.

CORE RESPONSIBILITIES

The Committee has the following core responsibilities:
o   assessing  the  processes   related  to  the  Company's  risks  and  control
    environment
o   overseeing financial reporting
o   overseeing the independent audit process
o   overseeing the internal audit process and
o   overseeing compliance with legal and regulatory requirements.

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

LIMITATIONS

The Committee  relies on the expertise  and  knowledge of  management,  internal
audit,   and  the   independent   auditor   in   carrying   out  its   oversight
responsibilities.  Management  is  responsible  for  determining  the  Company's
financial  statements are complete,  accurate,  and in accordance with generally
accepted  accounting  principles (GAAP). The independent  auditor is responsible
for auditing the  Company's  financial  statements.  While the Committee has the
authority and  responsibilities  set forth in this Charter, the Committee is not
responsible  for  planning  or  conducting  audits,  determining  the  Company's
financial  statements  are  complete,  accurate,  and in  accordance  with GAAP,
conducting  investigations,  or assuring compliance with laws, regulations,  and
the Company's internal policies, procedures, and controls.

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.  Review and assess  management's  processes for identifying,  analyzing,  and
    minimizing significant risks and exposures to the Company.
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,  internal audit,  and the  independent  auditor the
    adequacy of the Company's internal control environment and controls in areas
    representing significant financial and business risk.
5.  Review any  disclosures  made to the Audit  Committee by the Company's Chief
    Executive  Officer and Chief  Financial  Officer during their  certification
    process for the Form 10-K and Form 10-Q about any  significant  deficiencies
    or material weaknesses in the design or operation of internal controls.
6.  Review and monitor policies of corporate conduct.
7.  Review and monitor a process for the receipt,  retention,  and  treatment of
    complaints received by the Company regarding  accounting or auditing matters
    and for the  confidential,  anonymous  submission  by associates of concerns
    regarding accounting or auditing matters.

OVERSEEING FINANCIAL REPORTING

The  Committee  shall  fulfill  its  responsibility  for  overseeing   financial
reporting by performing these activities.

1.  Review and discuss with  management,  internal  audit,  and the  independent
    auditor  significant  financial  reporting  issues  and  judgments  made  in
    connection with the preparation of the Company's financial statements.
2.  Review and discuss with  management,  internal  audit,  and the  independent
    auditor the  Company's  critical  accounting  policies and practices and the
    appropriateness  of  any  changes  in  critical   accounting   policies  and
    practices.



3.  Review with  management,  internal audit,  and the  independent  auditor the
    independent   auditor's   judgments   about  the   quality,   not  just  the
    acceptability,  of the Company's critical  accounting policies and practices
    as applied in its financial  reporting.  This includes any alternative  GAAP
    treatments  that were  discussed  with  management,  ramifications  of those
    treatments,  the auditor's  preferred  treatment,  and any material  written
    communications with management.
4.  Review and assess the appropriateness of significant  conflicts of interests
    and related-party transactions.
5.  Review and discuss with  management,  internal  audit,  and the  independent
    auditor  the effect of  applicable  regulatory  initiatives  and  accounting
    pronouncements on the Company.
6.  Prior to filing  the  Company's  Form 10-Q with the  Commission,  review and
    discuss with  management,  internal audit,  and the independent  auditor the
    Company's  quarterly  financial   information,   including  the  independent
    auditor's  review of the  quarterly  financial  statements,  the  disclosure
    assessment  process  and the Chief  Executive  Officer  and Chief  Financial
    Officer certification of the financial statements.
7.  Prior to filing  the  Company's  Form 10-K with the  Commission,  review and
    discuss with management, internal audit, and the independent auditor
o   the audited financial statements, including disclosures made in management's
    discussion and analysis
o   the Company's Form 10-K and proxy statement, including the audited financial
    statements,  related  footnotes,  the disclosure  assessment process and the
    Chief Executive  Officer and Chief Financial  Officer  certification  of the
    financial statements
o   the  independent  auditor's  audit  and  related  opinion  on the  financial
    statements
o   the  independent  auditor's  findings  and  recommendations  related  to the
    Company's internal control structure and other related matters and
o   other  matters to be  discussed  in  accordance  with  Statement on Auditing
    Standards No. 61 related to the conduct of the audit.
8.  Recommend to the Board whether the audited  financial  statements  should be
    included in the Company's Form 10-K.

OVERSEEING THE INDEPENDENT AUDIT PROCESS

The Committee shall have authority for overseeing the independent audit process.
The Committee  shall fulfill its  responsibility  for overseeing the independent
audit process by performing these activities.

1.  Engage the  independent  auditor who shall report directly to the Committee.
    The  Committee  is  responsible  for  selecting  the  independent   auditor,
    approving  the  compensation  of the  independent  auditor,  evaluating  the
    performance  of the  independent  auditor,  and  reviewing and approving the
    discharge of the independent auditor.
2.  Evaluate  periodically  whether the Company  should  change its  independent
    auditor or audit team personnel.
3.  Pre-approve all audit services and permitted  non-audit services  (including
    the fees and  terms) to be  performed  for the  Company  by the  independent
    auditor.  The Committee may delegate to one or more members the authority to
    grant  pre-approval  of audit  services  and  permitted  non-audit  services
    provided the approval is  presented to the  Committee at its next  scheduled
    meeting.
4.  Oversee the work of the independent  auditor for the purpose of preparing or
    issuing  an  audit  report  or  related  work.   This   includes   resolving
    disagreements  between  management  and the  independent  auditor  regarding
    financial reporting.
5.  Recommend to the Board  policies  related to the Company  hiring  current or
    former employees of the independent auditor who participated in any capacity
    in the audit of the Company.
6.  Review and discuss with  management,  internal  audit,  and the  independent
    auditor the  rationale  for engaging an audit firm other than the  principal
    independent auditor to perform services related to financial reporting.
7.  Obtain  and  review a  written  report  from the  independent  auditor  that
    describes all relationships between the independent auditor and the Company,
    including  the  impact  of  any  disclosed  relationship  on  the  auditor's
    objectivity and independence.  The report should include confirmation of the
    independent   auditor's   compliance  with  rotation  of  appropriate  audit
    personnel as required under the rules of the Commission.





8.  Obtain  and  review a  written  report  from the  independent  auditor  that
    describes
o   the independent auditor's quality control procedures
o   any material  issues raised by the most recent  internal  quality control or
    peer review of the auditor
o   any material issues raised by any inquiry or  investigation  by governmental
    or professional authorities within the preceding five years
o   any steps taken to deal with such material issues and
o   the impact of any such material issues on the quality of services  performed
    by the independent auditor.
9.  Review with  management,  internal audit,  and the  independent  auditor the
    scope of the proposed audit,  the overall audit plan and the extent of audit
    services to be provided.
10. Review with  management,  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.

OVERSEEING THE INTERNAL AUDIT PROCESS

The Committee shall fulfill its responsibility for overseeing the internal audit
process by performing these activities.

1.  Review  and  concur  in  the  appointment,  replacement,   reassignment,  or
    dismissal of the Chief Internal Auditor.
2.  Review with the Chief Internal Auditor
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' (IIA)
    Standards for the Professional Practice of Internal Auditing.
3.  Review with  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.

OVERSEEING COMPLIANCE WITH LEGAL AND REGULATORY REQUIREMENTS

The Committee shall fulfill its  responsibility  for overseeing  compliance with
legal and regulatory requirements by performing these activities.

1.  Review with in-house counsel any legal or regulatory matters that may have a
    significant  impact on the financial  statements and on compliance  policies
    and programs.
2.  Receive and review reports from the Company's in-house counsel, or any other
    appropriate source, providing evidence of a material violation of securities
    law or breach of fiduciary  duty or similar  violation by the Company of any
    applicable law or regulation.





OTHER RESPONSIBILITIES

The Committee shall have the following additional responsibilities.

1.  Make regular reports to the Board,  including providing minutes of Committee
    meetings to the Board detailing the Committee's activities,  conclusions and
    recommendations.
2.  Periodically  review and assess the Committee's  performance in carrying out
    its roles and  responsibilities,  seeking input from senior management,  the
    Board, and others.
3.  Annually  review  and update  the  Committee's  Charter  and  recommend  any
    proposed changes to the Board for approval.
4.  Ensure the  Committee's  Charter is  published at least every three years as
    required under the rules of the Commission.

ADDITIONAL RESOURCES

The  Committee  shall  have the right to use  reasonable  amounts of time of the
Company's  internal and independent  accountants,  internal and outside lawyers,
and other  internal  staff  and also  shall  have the right to hire  independent
experts,  lawyers,  and other  consultants to assist and advise the Committee in
connection  with its  responsibilities.  The Committee  shall keep the Company's
Chief Financial Officer advised as to the general range of anticipated  expenses
for  outside   consultants   and  shall  inform  the  full  Board  of  any  such
expenditures.





NOMINATING COMMITTEE CHARTER (Effective November 12, 2003)            APPENDIX B


PURPOSE

This Nominating  Committee Charter sets forth the duties and responsibilities of
the Nominating  Committee (the  "Committee") of Publix Super Markets,  Inc. (the
"Company").  The Committee is appointed by the Board of Directors  (the "Board")
of the  Company  to assist the Board in  fulfilling  its  responsibilities  with
respect to membership on the Board.

MEMBERSHIP

The Committee is composed of at least three Board members.

Committee  members  are  appointed  by the  Board at its  annual  organizational
meeting  to  serve  a  term  of one  year.  The  Board  appoints  the  Committee
Chairperson.

MEETINGS

The Committee shall meet as often as required to carry out its responsibilities.
Meetings  may be called by the  Committee  Chairperson  or the  Chairman  of the
Board.  The  Committee  may request any  employees of the Company or any outside
advisors to attend a meeting of the Committee or to meet with any members of, or
consultants to, the Committee. Any meetings may be conducted telephonically.

o   Reports of  meetings  and  actions  taken at  meetings  shall be made by the
    Committee  Chairperson  or his or her  delegate  to the  Board  at its  next
    regularly scheduled meeting following the Committee meeting or action.

AUTHORITY

In  carrying  out  its  purpose,   the   Committee   shall  have  the  following
responsibilities and authority:

o   Evaluate   periodically,   in  conjunction  with  the  Corporate  Governance
    Committee,  the  desirability of, and recommend to the Board, any changes in
    the size and composition of the Board.
o   Search for, recruit,  screen, interview and select, in consultation with the
    Chairman of the Board and the Chief  Executive  Officer,  candidates for new
    Directors  as necessary to fill  vacancies  or  additional  positions on the
    Board.
o   Evaluate the qualifications of incumbent  Directors and determine whether to
    recommend them for re-election to the Board.
o   Monitor the  orientation  and training  needs of the Directors and recommend
    action to the Board, individual Directors, and management where appropriate.

ADDITIONAL RESOURCES

The  Committee  shall  have the right to use  reasonable  amounts of time of the
Company's internal and independent accountants, internal and outside lawyers and
other internal staff and also shall have the right to hire independent  experts,
lawyers,  and other consultants to assist and advise the Committee in connection
with  its  responsibilities.  The  Committee  shall  keep  the  Company's  Chief
Financial  Officer  advised as to the general range of anticipated  expenses for
outside consultants, and shall inform the Board of any such expenditures.





Your choices are:

o To vote on the issues described on the front of this card,
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 Return in the envelope provided.

Please keep in mind that if we do not receive  your voting  instructions  by May
11, the shares represented by this proxy card will not be voted.

Proxy Cards must be received by May 11, 2004

Your vote is very important to us.




                           PUBLIX SUPER MARKETS, INC.
              PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR THE
          ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 11, 2004



The undersigned hereby appoints Howard M. Jenkins,  Charles H. Jenkins,  Jr. and
William E. 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 2004 Annual Meeting of Stockholders,  and
at any adjournments thereof, on the following matters:

     1. Election of Directors - Carol Jenkins Barnett,  Hoyt R. Barnett, Joan G.
        Buccino,  William E.  Crenshaw,  Mark C.  Hollis,  Sherrill  W.  Hudson,
        Charles H. Jenkins, Jr., Howard M. Jenkins, 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 2003 Annual Report to
Stockholders  and (2) the Company's Notice of Annual Meeting of Stockholders and
Proxy  Statement  dated  March 3,  2004,  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 11 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 2004 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 11, the Trustee will
vote your ESOP shares at his discretion.


Thank you,

Plan Administrator
Publix Super Markets, Inc.

March 3, 2004


Proxy cards must be received by May 11, 2004

Your vote is very important to us.

Voting card is on the last page of this booklet.







                         REQUEST FOR VOTING INSTRUCTIONS
                             IN CONNECTION WITH THE
                         ANNUAL MEETING OF STOCKHOLDERS
                           TO BE HELD ON MAY 11, 2004



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 11,  2004,  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,  Joan G.
       Buccino, William E. Crenshaw, Mark C. Hollis, Sherrill W. Hudson, Charles
       H. Jenkins, Jr., Howard M. Jenkins, 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.

The undersigned  acknowledges receipt of (1) the Company's 2003 Annual Report to
Stockholders  and (2) the Company's Notice of Annual Meeting of Stockholders and
Proxy  Statement  dated  March 3,  2004,  relating  to the Annual  Meeting.  The
undersigned revokes any proxy previously given for the Account Shares.



------------------   -------------------------------------------
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 card from booklet,  fold and return either
through the unmetered mail system or in the enclosed envelope.



Return to:
Retirement Department
Publix Corporate Office
Lakeland