UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K
                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported) January 30, 2006
                                                        ----------------



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



           Florida                   0-00981                 59-0324412
 ----------------------------     ------------           -------------------
 (State or other jurisdiction     (Commission            (I.R.S. Employer
  of incorporation)                File Number)           Identification No.)


 3300 Publix Corporate Parkway
 Lakeland, Florida                                                   33811
 ---------------------------------------                           ---------
 (Address of principal executive offices)                          (Zip Code)


                                  (863) 688-1188
               ---------------------------------------------------
               (Registrant's Telephone Number, Including Area Code)




 Check  the  appropriate  box  below if the  Form  8-K  filing  is  intended  to
 simultaneously satisfy the filing obligation of the registrant under any of the
 following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))




                              Page 1 of 2 pages






Item 1.01. Entry into a Material Definitive Agreement
- -----------------------------------------------------

Indemnification Agreement
- -------------------------

     Publix Super  Markets,  Inc.  (the  "Company")  and Laurie S.  Zeitlin,  an
officer of the Company, entered into an Indemnification Agreement dated  January
30,  2006.  This  Indemnification  Agreement  was  in  the  same  form  as   the
Indemnification Agreement attached as an exhibit to the quarterly report of  the
Company on Form 10-Q for the quarter ended March 31, 2001.  The  Indemnification
Agreement  has been entered  into between the Company and all  of its  directors
and officers as reported in the  quarterly,  annual and  current  reports of the
Company on Form 10-Q,  Form 10-K and Form 8-K  for the  periods  ended March 31,
2001,  June 30, 2001,  September  29, 2001,   June 29, 2002,  December 28, 2002,
September 27, 2003, December 27, 2003, March 27, 2004, May 18, 2005 and  July 1,
2005.

                                    SIGNATURE

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


                                 PUBLIX SUPER MARKETS, INC.


Dated:   February 1, 2006    By: /s/ David P. Phillips
                                 ------------------------------------------
                                 David P. Phillips, Chief Financial Officer
                                 and Treasurer (Principal Financial and
                                 Accounting Officer)







                              Page 2 of 2 pages