UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549


                              SCHEDULE 13G


                Under the Securities Exchange Act of 1934

                        (Amendment No.    2  )*


                       Publix Super Markets, Inc.                   
                       --------------------------                   
                           (Name of Issuer)

                  Common Stock, Par Value $1.00 Per Share             
                  ---------------------------------------             
                     (Title of Class of Securities)


                                 None       
                             ------------- 
                             (CUSIP Number)


Check the following  box if a fee is being paid with this  statement.__(A fee is
not required  only if the filing  person:  (1) has a previous  statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class).
(See Rule 13d-7).

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).






                                   Page 1 of 4





                                  SCHEDULE 13G
CUSIP No.    None                                         Page  2  of  4  Pages
          ----------                                           ---    ---



1        Name of Reporting Person
         S.S. or I.R.S. Identification No. of Above Person

         Publix Super Markets, Inc. Profit Sharing Plan
         59-1697200

2        Check the Appropriate Box if A Member of a Group*

                                                                     (a)____

                                                                     (b)_X__

3        SEC Use Only



4        Citizenship or Place of Organization

         Employee Benefit Plan (Florida)


Number of
Shares                        5     Sole Voting Power             22,300,000
Beneficially
Owned By                      6     Shared Voting Power
Each
Reporting                     7     Sole Dispositive Power        22,300,000
Person
With                          8     Shared Dispositive Power

9        Aggregate Amount Beneficially Owned by Each Reporting Person

         22,300,000


10       Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*




11       Percent of Class Represented by Amount in Row 9

         10.29%


12       Type of Reporting Person*

         EP





Continuation of Schedule 13G                                  Page 3 of 4 Pages
- -------------------------------------------------------------------------------


This statement is the second amendment to a statement on Schedule 13G filed with
the Securities and Exchange  Commission on February 10, 1993, by Hoyt R. Barnett
as Trustee of the Publix Super Markets, Inc. Profit Sharing Plan & Trust.

The  undersigned  hereby  amends  Item 4 of the  initial  statement  to  read as
follows.




Item 4.  Ownership.
- -------------------

As of March 26, 1999, the Publix Super Markets, Inc. Profit Sharing Plan was the
"beneficial  owner",  as  that  term is  defined  under  Rule  13d-3  under  the
Securities Act of 1934, of a total of 22,300,000  shares of the Company's common
stock or approximately  10.29% of the total outstanding  shares of the Company's
common stock.

For  information  concerning  the  exercise of voting and  investment  power in 
respect of shares of the  Company's common stock held by the Plan, see "Item 6.
Ownership of Five Percent or More on Behalf of Another Person."

Changes that have occurred  since the filing of the first  amendment to Schedule
13G in the total number of shares of common stock on deposit in the Publix Super
Markets,  Inc.  Profit  Sharing  Plan and Trust is a result of the  purchase  of
1,100,000 shares from the Company on March 26, 1999 at $46.50 per share.






Continuation of Schedule 13G                                  Page 4 of 4 Pages
- -------------------------------------------------------------------------------


                                    SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief of the Plan,
the Plan hereby  certifies  that the  information  set forth in this Schedule is
true,  complete  and correct  and that the Plan has caused  this  Schedule to be
signed on its behalf by the undersigned Trustee, thereunto duly authorized.


                           PUBLIX SUPER MARKETS, INC.
                           PROFIT SHARING PLAN



                           By:    /s/ Hoyt R. Barnett
                                 -------------------------------
                                 Hoyt R. Barnett, Trustee



Date:  April 7, 1999