Form S-8

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

This registration statement on Form S-8 (the “Registration Statement”) registers 100,000,000 shares of common stock, par value $1.00 per share (the “Common Stock”), of Publix Super Markets, Inc. (the “Company”) representing those additional shares purchased from time to time under the Publix Super Markets, Inc. 401(k) SMART Plan, as amended (the “Plan”) by the Trustee (as defined in the Plan) with contributions made by the Company and its participating subsidiaries and with salary deferrals by participants who may elect to invest in the Publix Stock Fund and an indeterminate amount of plan interests issuable under the Plan. Pursuant to Instruction E to Form S-8 regarding the registration of additional securities of the same class under an employee benefit plan for which a registration statement filed on Form S-8 is effective, all items have been omitted from this Registration Statement other than the facing page; the statement that the contents of the earlier registration statement pertaining to the Plan, identified by file number, and certain other filings are incorporated by reference; required opinions and consents; the signature page; and information required in this Registration Statement that was not in the earlier registration statement.

The following documents, which have heretofore been filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in this Registration Statement and shall be deemed to be a part hereof:

The information that the Company incorporates by reference in this Registration Statement is considered to be part of this Registration Statement, and information that it files later with the Commission automatically will update and supersede such information. The Company incorporates by reference the documents listed above and any future filings it makes with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold.

See the Exhibit Index immediately following the signature pages, which is incorporated herein by reference.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lakeland, State of Florida, on the 9^th day of November, 2011.

KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and directors of Publix Super Markets, Inc., a Florida corporation, for himself and not for one another, does hereby constitute and appoint John A. Attaway, Jr. and David P. Phillips, and each of them, a true and lawful attorney in his name, place and stead, in any and all capacities, to sign his name to any and all amendments, including post-effective amendments, to this Registration Statement, with respect to the proposed issuance, sale and delivery of shares of its common stock, and to cause the same to be filed with the Securities and Exchange Commission, granting unto said attorneys and each of them full power and authority to do and perform any act and thing necessary and proper to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present, and each of the undersigned for himself hereby ratifies and confirms all that said attorneys or any one of them shall lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Act of 1933, as amended, Publix Super Markets, Inc., in its capacity as administrator of the Publix Super Markets, Inc. 401(k) SMART Plan, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lakeland, State of Florida, on the 14^th day of November, 2011.



PUBLIX SUPER MARKETS, INC. 401(k) SMART Plan

BY:		PUBLIX SUPER MARKETS, INC. (As Plan Administrator)

By:		/s/ John A. Attaway, Jr.
		John A. Attaway, Jr. Secretary


4.1		The Company’s 401(k) SMART Plan, as amended and restated effective as of January 1, 2007.

	4.2	First Amendment to the Company’s 401(k) SMART Plan.

	4.3	Second Amendment to the Company’s 401(k) SMART Plan.

	4.4	Third Amendment to the Company’s 401(k) SMART Plan.

	4.5	Fourth Amendment to the Company’s 401(k) SMART Plan.

	4.6	Defined Contribution Plans Master Trust Agreement between the Company and State Street Bank and Trust Company, as amended.

	4.7	Agreement of Resignation, Appointment and Acceptance effective as of May 3, 2010.

	4.8	The Company’s 401(k) SMART Trust Number 2, as amended and restated effective as of January 1, 2007.

	5.1	Opinion of McDermott Will & Emery LLP.

	5.2	In lieu of the opinion of counsel or determination letter contemplated by Item 601(b)(5) of Regulation S-K, the Company hereby confirms that it has submitted the Plan and undertakes that it will submit all amendments thereto to the Internal Revenue Service (the “IRS”) in a timely manner, and that it has made or will make all changes required by the IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code.

	23.1	Consent of KPMG LLP, Independent Registered Public Accounting Firm.

	23.2	Consent of McDermott Will & Emery LLP (included in Exhibit 5.1).

	24.1	Power of Attorney (included on signature page to this Registration Statement).


Florida		59-0324412
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

3300 Publix Corporate Parkway
Lakeland, Florida		33811
(Address of Principal Executive Offices)		(Zip Code)



Title of Securities to be Registered (1)	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Common Stock, par value $1.00 per share	100,000,000 Shares	$20.20	$2,020,000,000	$231,492


Signature	Title	Date

/s/ Carol Jenkins Barnett	Director	November 9, 2011
Carol Jenkins Barnett

/s/ Hoyt R. Barnett	Vice Chairman and Director	November 9, 2011
Hoyt R. Barnett

/s/ William E. Crenshaw	Chief Executive Officer and Director	November 9, 2011
William E. Crenshaw	(Principal Executive Officer)

/s/ Jane B. Finley	Director	November 9, 2011
Jane B. Finley

/s/ Sherrill W. Hudson	Director	November 9, 2011
Sherrill W. Hudson

/s/ Charles H. Jenkins, Jr.	Chairman of the Board of Directors	November 9, 2011
Charles H. Jenkins, Jr.

/s/ Howard M. Jenkins	Director	November 9, 2011
Howard M. Jenkins

/s/ E. Vane McClurg	Director	November 9, 2011
E. Vane McClurg

/s/ Maria A. Sastre	Director	November 9, 2011
Maria A. Sastre

/s/ David P. Phillips	Chief Financial Officer and Treasurer	November 9, 2011
David P. Phillips	(Principal Financial and Accounting Officer)



PUBLIX SUPER MARKETS, INC.

By:		/s/ John A. Attaway, Jr.
		John A. Attaway, Jr. Secretary