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

                                    FORM 10-K

(Mark One)

|X|  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

                   For the fiscal year ended January 25, 2002

                                       OR

|_|  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                        For the transition period from to

                          Commission File No. 001-08772

                               HUGHES SUPPLY, INC.
             (Exact name of registrant as specified in its charter)

              Florida                                     59-0559446
   (State or other jurisdiction of                     (I.R.S. Employer
   incorporation or organization)                     Identification No.)

                             20 North Orange Avenue
                                    Suite 200
                             Orlando, Florida 32801
                    (Address of principal executive offices)

                                 (407) 841-4755
              (Registrant's telephone number, including area code)

          Securities registered pursuant to Section 12(b) of the Act:

                                                    Name of each exchange
          Title of each class                        on which registered
    Common Stock ($1.00 Par Value)                  New York Stock Exchange

        Securities registered pursuant to Section 12(g) of the Act: None


                                  Page 1 of 24
<PAGE>

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes |X| No |_|

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|

The  aggregate   market  value  of  the   Registrant's   voting  stock  held  by
non-affiliates ($41.40 per share): $903,043,255 as of April 19, 2002.

There were 23,850,329 shares of the Registrant's  Common Stock ($1.00 par value)
outstanding as of April 19, 2002.

                       DOCUMENTS INCORPORATED BY REFERENCE

Designated  portions of the Annual  Report to  Shareholders  for the fiscal year
ended January 25, 2002 are  incorporated  by reference in Parts I, II, and IV of
this Report.  Designated portions of the Definitive Proxy Statement for the 2002
Annual Meeting of Shareholders are incorporated by reference in Part III of this
Report.


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<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                        Page
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<S>                                                                                      <C>
                                     PART I

Item 1.   Business..................................................................      4

Item 2.   Properties................................................................     13

Item 3.   Legal Proceedings.........................................................     13

Item 4.   Submission of Matters to a Vote of Security Holders.......................     13

                                     PART II

Item 5.   Market for Registrant's Common Equity and Related Stockholder Matters.....     14

Item 6.   Selected Financial Data...................................................     14

Item 7.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations.......................................     14

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk................     14

Item 8.   Financial Statements and Supplementary Data...............................     14

Item 9.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure.......................................     14

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant........................     15

Item 11.  Executive Compensation ...................................................     15

Item 12.  Security Ownership of Certain Beneficial Owners and Management ...........     15

Item 13.  Certain Relationships and Related Transactions ...........................     15

                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K ..........     16

          Signatures................................................................     23

          Index of Exhibits Filed with this Report..................................     24
</TABLE>


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<PAGE>

                             PART I

ITEM 1. BUSINESS

FORWARD-LOOKING STATEMENTS

Certain  statements  set  forth  in  this  Report  constitute   "forward-looking
statements"  within the meaning of Section 27A of the Securities Act of 1933, as
amended,  and Section 21E of the  Securities  Act of 1934,  as amended,  and are
subject to the safe harbor created by such  sections.  When used in this Report,
the  words  "believe,"   "anticipate,"   "estimate,"  "expect,"  "may,"  "will,"
"should,"  "plan,"  "intend,"  "potential,"  "predict,"  "forecast," and similar
expressions are intended to identify forward-looking statements. Although Hughes
Supply, Inc. (as used throughout this Report,  "Hughes Supply," the "Company" or
the  "Registrant"  refers to Hughes Supply,  Inc. and its  subsidiaries,  except
where the context otherwise  requires) believes that the expectations  reflected
in such forward-looking statements are reasonable, it can give no assurance that
such expectations will prove to be correct.  Actual results or events may differ
significantly  from those  indicated  in such  forward-looking  statements  as a
result of various important factors.  These factors are discussed further in the
caption  "Risk  Factors"  below.  The Company  assumes no obligation to publicly
update or revise its forward-looking statements. The following should be read in
conjunction with the Company's  consolidated  financial statements and the notes
thereto filed as part of this Report.

GENERAL

Hughes Supply, Inc., founded in 1928, is a diversified  wholesale distributor of
construction  and industrial  materials,  equipment,  and supplies to commercial
construction,  residential  construction,  industrial and public  infrastructure
markets  in North  America.  Operating  in 34 states  and  Mexico,  the  Company
distributes  over  240,000  products,  through its 434  branches and six central
distribution   centers.   The  Company's  principal  customers  are  electrical,
plumbing,  mechanical,  fire protection,  and underground  utility  contractors,
electric  utility  customers,   property  management  and  property  development
companies, municipalities and government agencies,  telecommunication companies,
and  industrial  companies.  Industrial  companies  include  businesses  in  the
petrochemical,  food and beverage, pulp and paper, mining,  pharmaceutical,  and
marine industries.

The  Company's   operations  are  managed  in  five  strategic   business  units
("Groups"), each of which is led by one of three Group presidents.  These Groups
are  built  around  five  broad   product   categories   and  are:   Electrical;
Plumbing/HVAC;  Industrial;  Building Materials; and Water & Sewer. These Groups
represent the Company's  reportable segments and constitute the basis management
uses  for  making   operating   decisions   and  assessing   performance.   This
product-driven  organizational  structure  is designed to enhance the  Company's
competitive  position in the marketplace by intensifying  the Company's focus on
satisfying customer needs, strengthening vendor relationships,  and streamlining
the decision-making  processes of the Company.  Financial  information about the
Company's Groups is set forth in Note 12 of the Notes to Consolidated  Financial
Statements of the Company's  Annual Report to  Shareholders  for the fiscal year
ended  January 25,  2002, a copy of which is filed as an exhibit to this Report,
and the cited portion of which is incorporated herein by reference.

PRODUCTS

The Company focuses on distributing  construction  and industrial  products that
leverage  its  strengths in inventory  management,  specialized  sales forces by
product category, distribution and logistics, credit management, and information
technology.  The  Company has  intensified  its focus on  providing  value-added
products and services,  including integrated supply  arrangements,  fabrication,
equipment  rental,  maintenance  and  repair,  facilities  management,  and  the
development of national accounts.

The Company distributes products and offers services in the following five broad
Groups:

Electrical

The  Electrical  Group includes the Company's  electrical  and electric  utility
product  lines.  Markets served  include  industrial  and commercial  buildings,
single  and  multi-family   residential,   manufacturing   plants,   underground
utilities,


                                  Page 4 of 24
<PAGE>

electrical  substations,  power generation facilities,  power line construction,
and all types of general  construction.  The Electrical Group primarily operates
throughout the Midwestern,  Southeastern,  and Southwestern  United States.  Key
customers  are  electrical  contractors,   industrial  companies,   schools  and
institutions, hospitals, commercial businesses,  municipalities,  investor-owned
facilities,  and co-op and  municipal-owned  utilities.  Products  and  services
include  wire  management  products,  distribution  equipment,  wire and  cable,
automation  equipment,  tools  and  fasteners,  lamp/lighting  controls,  energy
products,  data/communications  products,  meter repair and certification,  pole
line hardware, and storeroom/job trailer management.

Plumbing/HVAC

The Plumbing/HVAC Group includes the Company's plumbing,  HVAC, mechanical pipe,
valves and fittings  product  lines,  and its  international  business.  Markets
served include  commercial,  institutional,  industrial,  municipal,  single and
multi-family  residential,  kitchen and bath dealers, building supply, hardware,
and  export.  The  Plumbing/HVAC   Group  primarily   operates   throughout  the
Midwestern,  Southeastern,  and  Southwestern  United  States  and  Mexico.  Key
customers are plumbing and HVAC contractors,  remodeling contractors, mechanical
contractors,   commercial  and  industrial  purchasing  agents,  municipalities,
fabricators,   OEM's,   industrial   subcontractors,    exporters,   maintenance
departments, engineering departments, and planners. Products and services in the
Plumbing/HVAC Group include residential and commercial water heaters,  furnaces,
heat pumps, air conditioning units, copper,  steel, cast iron, poly and PVC pipe
and fittings,  plumbing fixtures,  faucets and accessories,  pumps and sprinkler
heads,  commercial  drains,  mechanical  valves,  repair parts,  and procurement
services.

Industrial

The Industrial Group includes the Company's  industrial pipe, plate, valves, and
fittings  product lines.  Markets served include  special purpose piping systems
(requiring  exotic alloy pipe, nickel or composite),  manufacturing  facilities,
marine applications,  flow control processing systems (high temperature and high
corrosive types of fluids), process plants, phosphate,  chemical,  utility, pulp
and  paper,  pharmaceutical,  export,  citrus,  food  and  dairy,  solid  waste,
engineering,  commercial,  institutional,  and municipal.  The Industrial  Group
primarily operates  throughout the Southeastern and Southwestern  United States.
Key customers are industrial and mechanical contractors,  fabricators, wholesale
distributors,  exporters, OEMs, and industrial concerns (food and beverage, pulp
and paper, mining, petro-chemical,  marine,  pharmaceutical,  etc.). Products in
the  Industrial  Group  include  valves,  fittings,  pressure  fittings,  angle,
flanges,  plate, sheet, pipe (i.e. carbon,  stainless and thermoplastic,  etc.),
tubing and bar, steam traps, actuators, valve positioners,  and gauges. Services
provided  include valve  automation  and repair,  piping  fabrication,  and pipe
cutting and grooving.

Building Materials

The Building  Materials  Group  includes the  Company's  building  materials and
maintenance  supplies  product  lines.  This  Group  primarily  operates  in the
Southeastern  United States.  The building materials product line focuses on the
construction   of  roads  and  bridges   along  with   commercial,   industrial,
multi-family  and  infrastructure   projects.  Key  customers  of  the  building
materials product line are concrete,  masonry  caulking/waterproofing,  and road
and bridge contractors and subcontractors. Products and services in the building
materials  product line include  concrete and masonry  supplies and accessories,
lumber, bridge rail, overhand brackets,  erosion control products, bearing pads,
tilt-up bracing rental and lifting/bracing inserts, sealants,  waterproofing and
fireproofing materials, commercial washroom specialties, tools, and accessories.
The maintenance  supplies  product line serves the  multi-family  housing market
with  after-market   rehab  and  maintenance   supplies,   including   plumbing,
electrical, appliances/parts, hardware, door/window parts, HVAC equipment/parts,
and janitorial supplies. Key customers for the maintenance supplies product line
are  property   management  and  property   development   firms,  and  apartment
owner/operated properties.

Water & Sewer

The Water & Sewer Group includes the Company's  water and sewer,  concrete,  and
fire  protection  product lines.  This Group primarily  operates  throughout the
Midwestern, Southeastern, Southwestern, and Western United States. The water and
sewer and concrete  product lines primarily  serve the Company's  infrastructure
market  through  customers  such as  underground  utility  contractors,  utility
companies,  telecommunication  companies, site developers,  municipalities,  and
government  agencies.  The fire  protection  product line serves fire protection
contractors  in  the  commercial  construction,


                                  Page 5 of 24
<PAGE>

residential  construction,  and industrial markets. Products and services in the
Water & Sewer product category  include all piping products  (ductile iron, PVC,
HDPE, and steel, etc.), fire hydrants,  valves, fittings, storm drains, backflow
prevention devices,  water meters, leak detection,  irrigation products,  pumps,
tanks, manhole rehab services,  concrete sewer products, concrete electrical and
telephone vaults,  fire protection  products  (including  sprinkler heads, steel
pipe and fittings), and fire protection fabrication services.

CUSTOMERS

The  Company  currently  serves over 75,000  customers,  and no single  customer
accounts  for more than 2% of total annual  sales.  Unlike  do-it-yourself  home
center retailers,  the Company does not market its products to retail consumers.
Consequently,  the Company  differentiates  itself with  respect to its customer
base,  breadth of products offered,  and level of service  provided.  Management
believes that the Company's  customers  are typically  professionals  who choose
their  vendors   primarily  on  the  basis  of  product   availability,   price,
relationships  with  sales  personnel,  and the  quality  and scope of  services
offered by such suppliers. Furthermore,  professional customers generally buy in
large  volumes,  are repeat buyers  because of their  involvement in longer-term
projects,   and  require   specialized   services  not  typically   provided  by
do-it-yourself  home center  retailers.  The Company provides its customers with
credit services, design assistance, material specifications,  scheduled job site
delivery,  job site visits to ensure  satisfaction,  technical  product services
(including  blueprint  take-off and computerized  order quotes),  and assistance
with product returns.  Accordingly,  the Company has been able to serve customer
groups that do-it-yourself home center retailers generally do not emphasize.

VENDORS

The Company  purchases  from over 13,000  manufacturers  and  vendors,  of which
approximately  700 are part of the  Company's  Preferred  Vendor  Program.  This
Preferred Vendor Program leverages the Company's  existing  relationships with a
number of vendors and helps to increase sales of their products in local markets
through various initiatives,  including sales promotions,  cooperative marketing
efforts,  dedicated sales force,  and product  exclusivity.  In return,  many of
these key  vendors  offer  lower  prices and volume  incentive  programs  to the
Company. The Company actively solicits  volume-purchasing  discounts and rebates
from  its  preferred  vendors  and is  constantly  working  to  consolidate  its
Preferred Vendor Program. This program has reduced the number of vendors and has
resulted in stronger,  more  strategic  relationships  with a more  concentrated
group of vendors.  The  concentration of vendors has also improved the Company's
ability to ensure more timely delivery,  to reduce errors,  and to obtain better
terms  and  greater  financial  incentives.  To  strengthen  relations  with its
vendors, the Company created a centralized Vendor Development  Department during
fiscal 2002. This department is solely  attentive to fostering and examining the
communications  and  agreements  with the Company's  vendors.  In addition,  the
Company has a freight  management  program,  with similar  goals of reducing its
number of freight  vendors  and  controlling  the cost of inbound  and  outbound
freight.  Other  programs  currently  being  implemented  with  vendors  include
vendor-managed  inventory  systems,  bar  coding,  and  electronic  exchange  of
purchase orders and invoices. No single vendor accounted for more than 5% of the
Company's total purchases during fiscal 2002.

DISTRIBUTION AND LOGISTICS

The  Company's  distribution  network  consists of 434  branches and six central
distribution centers in the United States and Mexico. The efficient operation of
the Company's  distribution  network is critical in providing quality service to
the Company's  customer base.  The Company's  central  distribution  centers and
branches use technology in warehouse management to optimize receiving, inventory
control,  picking,  packing,  and shipping functions.  The Company's  purchasing
agents in its  branches use a  computerized  inventory  system to monitor  stock
levels, while central distribution centers in Arizona,  Florida,  Georgia, North
Carolina,  and Texas provide  purchasing  assistance as well as a broad stock of
inventory  which  supplements  the inventory of the branches.  In addition,  the
Company  uses  several of its larger  branches  in other parts of the country as
distribution points for certain product lines.

The  substantial  majority of customer  orders are shipped from inventory at the
Company's  branches.  The  Company  also  accommodates  special  orders from its
customers and  facilitates  the shipment of certain large volume orders directly
from the manufacturer to the customer.  Orders for larger construction  projects
normally  require  long-term  delivery   schedules   throughout  the  period  of
construction, which in some cases may continue for several years.


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<PAGE>

SALES AND MARKETING

The Company employs a specialized  and  experienced  sales force for each of its
product lines,  including  approximately 950 outside sales  representatives  who
call on and work with  professional  buyers for contractors and  subcontractors.
They provide product specifications and usage data, design alternatives, and job
quotes  in an  effort  to  assist  them  in  fulfilling  their  material  needs.
Approximately  700  inside  account  associates  expedite  orders,   deliveries,
quotations, requests for pricing, and the release of products for delivery.

A re-emphasis on sales training has occurred within Hughes Supply. During fiscal
2002, the Company began and completed  formal classroom  training  nationwide to
target  specific sales skills to its outside sales force.  In addition,  the new
Hughes  Persuasive  Selling  model was  introduced  to its outside  sales force.
Similarly,  Hughes plans to establish  new formal  training for its inside sales
force.

The Sales and Marketing Department offers the sales force the tools they need to
communicate  the  benefits of the  Company to their  customers,  prospects,  and
business  partners.  During fiscal 2002, Sales and Marketing  introduced the new
Hughes Supply brandmark.  It contains both the traditional  Hughes Supply shield
shape and a strong  presentation  of the Hughes  Supply name, as well as the new
tagline - Solutions.  Supply. Service., to reinforce the Company's position as a
premier diversified industrial distributor.

The Company focuses its sales and marketing  efforts on building strong customer
relationships.  The Company has developed several new programs, including Hughes
Access,  HughesPlus,  and the Hughes Customer Adventures  Program.  All of these
programs are designed to keep existing  customers,  to build  relationships with
new  customers,  and to identify  profitable  customers  who have not  purchased
recently from the Company.

The  innovative  Hughes Access  program  presents  special  value  promotions to
customers from select Hughes Supply vendors.  In essence,  the Company  partners
with top  vendors in each  product  line and  provides  Hughes'  customers  with
exclusive  limited-time  offers.  Under  the  HughesPlus  program,  the  Company
leverages  its  buying  power to  benefit  customers.  The  Company  offers  its
customers  special  buying  privileges  from  well-known  national  firms.  This
preferred  pricing  is on items  that  range  from  office  products  to capital
financing.  The Hughes Customer  Adventures  program is a way for the Company to
reward  its  best  customers  with a trip of their  choice  when  they  exceed a
specified  purchase  volume.  The trip options  include,  among  others,  exotic
hunting and fishing  expeditions,  photo safaris,  and skiing.  The Company also
created a national  accounts program and established a government sales division
to more effectively secure bids on local, state, and national levels.

INFORMATION TECHNOLOGY

The  Company's  IT  systems  are  capable  of  supporting  numerous  operational
functions including purchasing, receiving, order processing, shipping, inventory
management,  sales analysis,  and accounting.  The Company's customers and sales
representatives  rely on these  systems  for  real-time  information  on product
pricing,  inventory  availability,  and order  status.  The systems also provide
management with  information  relating to sales,  inventory  levels and customer
payments,  and with  other  data that is  essential  for the  Company to operate
efficiently  and provide a high level of service to its  customers.  The Company
believes that its continued  investment  in upgrading and  consolidating  its IT
systems  is  necessary  to  provide  a  platform  to  implement  its  e-commerce
initiatives and to allow it to continue its strategic growth initiatives.

In fiscal  2001,  the  Company  selected a new  distribution/logistics  software
provider.   This  integrated  software  is  an  e-commerce   enabled,   customer
fulfillment,   inventory  management,  logistics,  and  distribution  management
system.   It  is  designed   specifically   for  MRO-  and   contractor-oriented
distributors.  The Company began implementing this software in December 2001 and
expects implementation to be staggered over approximately a two-year period. The
Company  believes that this  timeframe  will enable it to reduce risk,  minimize
customer  disruption,  and spread  implementation  costs. Once implementation is
complete,  the Company  expects to be operating  primarily  under one  platform,
compared  to its  26  current  operating  systems.  The  Company  believes  that
consolidation  of  its  operating  systems  allows  for  increased   operational
efficiencies, particularly in the area of working capital management, provides a
means for  decreasing  transaction  costs,  and  provides  the Company  with the
infrastructure  necessary to realize  administrative  synergies  associated with
past and future business acquisitions.


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The Company is  significantly  expanding its electronic data  interchange  (EDI)
presence,  particularly  with  vendors,  and  the  new  operating  system  being
implemented will help facilitate this process.

OPERATING STRATEGY

The  Company's  operating  strategy  is based on  decentralizing,  at the branch
level,  customer-related functions such as sales and local inventory management.
The administrative  responsibilities for certain functions such as credit, human
resources,  finance  and  accounting,  legal,  and  information  technology  are
centralized at the corporate level. In addition,  the Company has re-centralized
its Operations  Department and created a new Inventory Management  Department in
fiscal 2002. These departments are responsible for streamlining and implementing
improved operational processes within the Company and managing inventory levels,
focusing  specifically on excess inventory.  All operating branches are assigned
to one of the Company's five Groups,  each of which is led by one of three Group
presidents.  Under this  structure,  the  Company's  branches  are grouped  into
territories,  territories  into districts,  districts into regions,  and regions
into Groups.  Territory  managers  generally have oversight  responsibility  for
branches  within a  territory  as well as direct  responsibility  for a specific
branch within the territory.  District managers have responsibility over certain
groups of branches but do not have direct  responsibility for a specific branch.
District and territory managers report to regional  managers.  Regional managers
report to the Group presidents. Management believes its organizational structure
is designed to enhance the Company's  competitive position in the marketplace by
intensifying  the Company's focus on satisfying  customer  needs,  strengthening
vendor  relationships,  and  streamlining the  decision-making  processes of the
Company. Key elements of the Company's operating strategy include:

Local Market Focus

Hughes Supply has organized its branches as autonomous,  decentralized  branches
capable of meeting  local  market needs and offering  competitive  prices.  Each
branch  handles one or more of the  Company's  product  lines and  operates as a
separate profit center with its own  specialized  and  experienced  sales force.
Each branch  manager has the  authority  and  responsibility  to set pricing and
tailor  the  inventory  offering  and mix (as  well as the  nature  of  services
offered) in order to meet the local  market  demand.  In  addition,  each branch
manager is responsible for purchasing,  maintaining  adequate  inventory levels,
cost  control,  and  customer  relations.  A  substantial  portion  of a  branch
manager's compensation is dependent on their branch's financial performance. The
Company has been able to tailor its branch size and  product  offerings  to meet
perceived market demand. As a result, the Company successfully operates branches
in secondary cities where management believes it has achieved significant market
share and in larger  metropolitan  areas where it has established a sound market
presence.

Superior Customer Service

Substantially  all of Hughes Supply's sales are to  professional  customers with
whom the Company has developed long-term relationships.  These relationships are
based on the  Company's  history of providing  superior  service,  which in turn
creates trust.  Customer services provided by the Company include credit, design
assistance,  material  specifications,  scheduled  job site  delivery,  job site
visits to ensure  satisfaction,  technical product services (including blueprint
take-off and computerized order quotes), and assistance with product returns.

In addition to the Sales and Marketing Department  initiatives  discussed above,
the Company has recently introduced the 12 Commitments to Customer Service.  The
12 Commitments  were developed  through  discussions  with customers  about what
measures  Hughes  Supply  must take to gain and  maintain  business.  They are a
compilation of essential  principles that every member of the Hughes Supply team
should be guided by on a daily basis.  The goal  encompassed in every one of the
12 Commitments is for the Company to be the best in customer  service in each of
the industries it serves.

Comprehensive and Diversified Product Categories

As part of its emphasis on superior  customer  service,  the Company offers more
than 240,000 products at competitive  prices.  Distribution of a wide variety of
products within each product category helps the Company's customers manage their
inventory,  arrange  for  consolidated  delivery  requirements,  and  purchase a
greater  portion  of total job  specifications.  The depth  and  breadth  of the
Company's product categories generally permits it to make add-on sales of higher
margin,  non-commodity items. The Company is diversified across multiple product
categories, geographic regions, and various sectors of the construction industry
(such as commercial,  residential,  public infrastructure and


                                  Page 8 of 24
<PAGE>

industrial),  which lessens its dependence upon market conditions  applicable to
any of its product categories or any single sector of the construction industry.
This  product   diversification   provides  opportunities  for  the  Company  to
participate in multiple phases of construction  projects,  capturing more of the
total construction spending dollar and spanning the entire construction cycle.

Well-Trained and Experienced Workforce

The Company has implemented  extensive employee recruiting and training programs
to  ensure  that its  employees  have the  skill  levels  necessary  to  compete
effectively  in today's  marketplace.  The Company  utilizes  in-depth  training
seminars  covering  basic and advanced  product  knowledge,  as well as multiple
levels of selling, purchasing, negotiating, and management skills workshops. The
Company has also  developed a recruiting  and  training  program to increase the
number of qualified  applicants  introduced into its management and sales ranks.
The   Company's   corporate   management,   branch   managers,   outside   sales
representatives,   and  inside  sales  account   associates  have   considerable
experience with the Company.  In fiscal 2002, there has been turnover of certain
corporate management positions, including the appointment of Thomas I. Morgan as
successor President and Chief Operating Officer.  Additionally,  in fiscal 2002,
the Company created several executive positions, including Senior Vice President
of Sales and Marketing,  Senior Vice President of Operations, and Vice President
of Human Resources, to provide new emphasis on these functions.

Centralized Administrative Functions

In fiscal 2001, the Company has re-centralized certain administrative  functions
such as credit, human resources and payroll, finance and accounting,  legal, and
information   technology.   Centralization  of  human  resources,   finance  and
accounting   functions   ensure   conformity   in  policy  and  lower  costs  of
administration.  The  Company's  credit  function is  essential  to its success.
Dedicated  credit  managers  are  assigned to specific  geographic  areas in the
United States.  All credit decisions are researched,  analyzed,  and approved by
the  regional  credit  managers  to  ensure  conformity  and  quality  of credit
decisions across the Company's operations.

GROWTH STRATEGY

Many local and regional  distributors  are  privately-owned,  relationship-based
companies.   Such  distributors   often  have  limited  purchasing  power,  lack
sufficient  resources to offer broad product lines and multiple brands, and lack
the sophisticated  inventory management and control systems necessary to operate
multiple  branches  efficiently.  As a result,  such  distributors  target their
services to a particular  type or size of customer  and/or a particular  product
category. To counter the limitations experienced by small distributors,  certain
wholesale  distributors,  including the Company, have grown considerably through
acquisitions.  This expansion has enabled Hughes Supply to service various sizes
and types of customers  with multiple  product  categories  and to diversify its
sales across various types of construction and users of its products. Because of
Hughes  Supply's  strong  competitive  position,  its  size  and its  management
infrastructure,  management  believes  that the  Company is well  positioned  to
continue to benefit from consolidation trends within the wholesale  distribution
business.

Hughes  Supply's  strategy  for growth has focused on both  internal  growth and
growth through acquisitions. Historically, the Company has centered its internal
growth and growth through acquisitions around customer groups and products which
help it to diversify  geographically  and  product-wise,  capturing  more of the
total  construction  dollar  while  focusing  more on  products  used in repair,
maintenance,  replacement, and renovation applications. These products generally
offer  higher  margins and are less  dependent on new  construction.  Management
believes that the Company's product, market and geographic diversification helps
reduce  the impact of  economic  cycles on its  profitability.  A summary of the
Company's internal growth and acquisition program follows.

Internal Growth

Over the last five years,  Hughes Supply has grown internally  through increases
in comparable  branch sales and the opening of new branches.  Comparable  branch
sales  increases  have been  attributable  to new product  introductions  within
existing branches,  such as fire protection  equipment and concrete  fabrication
products,  fiber-optic  products,  and the higher  value-added  services such as
integrated supply,  national account business, and complete warehouse management
contracts.  Since  January 31,  1997,  Hughes  Supply has opened 81 new branches
(excluding branches opened and closed within this time period). New branches are
generally  opened to fill in existing  market areas or to accommodate  the split


                                  Page 9 of 24
<PAGE>

out of branches handling multiple product lines.

Since January 31, 1997, the Company has closed 45 branches,  excluding  branches
that were opened and closed  within this time period and branches that were sold
as part of the  divestiture  of its pool and spa business in January  2001.  The
Company closed these branches  because they did not  strategically  fit into the
Company's core businesses  and/or they did not perform to  expectations.  During
fiscal  2002,  the  Company  closed  or  decided  to close  43  under-performing
branches,  including  its  e-commerce  venture.  The  Company  will  continue to
evaluate the  operations  and  performance  of its branches over the next fiscal
year.

Acquisitions

Historically,  Hughes  Supply has  pursued  an active  acquisition  strategy  to
capitalize  on the  large,  growing  and  highly-fragmented  markets in which it
competes.  The Company's  acquisition strategy focuses on acquiring  profitable,
private,  wholesale  distribution  businesses with strong  management  teams and
well-developed  market  positions  and  customer  relationships.  Hughes  Supply
identifies  acquisition targets that present growth opportunities and complement
Hughes  Supply's  existing  structure,  allowing  the  Company to  benefit  from
synergies  resulting from the integration of these targets'  operations with its
own.  Management  believes that significant  acquisition  opportunities exist in
each of its product  categories.  Hughes Supply  categorizes its acquisitions as
fill-in acquisitions or new market acquisitions.

Fill-in  acquisitions  represent  acquisitions of primarily small companies that
distribute  some of the same product  lines as the Company in  geographic  areas
already served by Hughes  Supply.  Since January 31, 1997, the Company has added
25 branches  through the  completion of 12 fill-in  acquisitions.  The Company's
management   believes   that   significant    additional   fill-in   acquisition
opportunities are available.

New market acquisitions  represent the addition of new product lines,  primarily
within  the  Company's  existing  product  categories,  or the  entry  into  new
geographic markets, or both. The Company's principal  acquisition  criteria with
respect to new market acquisitions has been to:

     o    add products and product lines with higher gross margins;
     o    increase sales to the replacement and industrial markets (that tend to
          be less cyclical than new construction markets);
     o    achieve greater geographical diversification;
     o    develop additional  opportunities for future fill-in  acquisitions and
          new branch openings; and
     o    expand its current product offering from leading suppliers.

Since  January 31, 1997,  the Company has  completed 26 new market  acquisitions
representing  131  branches,  including  the  acquisition  of Water  Works Sales
Companies  in May 2001.  Water  Works  Sales  Companies,  with six  branches  in
Colorado,  New Mexico and Texas,  significantly expanded the Company's water and
sewer business in new geographic markets.

SEASONALITY

The Company's operating results are impacted by seasonality. Generally, sales of
the Company's  products are higher in the second and third quarters of each year
due to more favorable weather conditions during these periods.

COMPETITION

Management   believes  that  the  Company  is  one  of  the  largest   wholesale
distributors  of its range of  products  in the United  States and that no other
company competes against it across all of its product categories. However, there
is strong competition in each product category  distributed by the Company.  The
main  sources  of  competition  are other  wholesalers,  manufacturers  who sell
certain lines directly to contractors and, to a limited extent, retailers in the
markets for plumbing,  electrical fixtures and supplies, building materials, and
contractors' tools. The principal  competitive factors in the Company's business
are product  availability,  pricing,  technical  knowledge as to application and
usage,  and  advisory and other  service  capabilities  which  develop the trust
factor needed in successful customer relationships.


                                 Page 10 of 24
<PAGE>

INVENTORIES

The Company is a wholesale  distributor of construction and industrial materials
and maintains significant inventories to meet rapid delivery requirements and to
ensure a continuous  allotment of goods from suppliers.  As of January 25, 2002,
inventories totaled  approximately $396.4 million and represented  approximately
31% of the Company's total assets.

EMPLOYEES

As of January  25,  2002,  the  Company  had 7,156  employees  consisting  of 15
executives,  538  managers,  2,036 sales  personnel  and 4,567 other  employees,
including truck drivers, warehouse personnel,  office and clerical workers. Over
the last year,  the Company's  work force has decreased  approximately  7%. This
decrease was primarily the result of the eliminations of various  management and
staff positions to bring headcount more in line with current economic conditions
and to streamline the Company's  operations.  This reduction is also impacted by
the closure of  approximately  40  branches in fiscal  2002.  The  decrease  was
partially offset by increases resulting from acquired and newly-opened wholesale
branches. The Company considers its relationships with its employees to be good.

ENVIRONMENTAL LAWS

Compliance with federal,  state and local environmental  protection laws has not
had in the past,  and is not expected to have in the future,  a material  effect
upon the Company's liquidity or results of operations.

RISK FACTORS

The following  factors could  significantly  affect our operations and financial
results   and  cause  our   results  to  differ   from  those   anticipated   by
forward-looking statements in this Report:

The Company's  operating  results are linked to the strength of the construction
markets.

Demand for the Company's products depends highly on the commercial, residential,
and  industrial  construction  markets.  The level of activity in the commercial
construction market depends largely on vacancy rates,  interest rates,  regional
economic  outlooks,   the  availability  of  financing,   and  general  economic
conditions. The level of activity in the residential construction market depends
on new housing starts and residential  renovation projects.  Factors influencing
the demand for new housing starts and residential  renovation  projects  include
interest rates, availability of financing, housing affordability,  unemployment,
demographic trends, gross domestic product growth, and consumer confidence.  The
level  of  activity  in  the  industrial  construction  market  depends  on  the
industrial  economic  outlook,  corporate  profitability,  interest  rates,  and
capacity  utilization.  The  factors  influencing  each  of the  Company  market
segments are not within its control. Since each of the Company's market segments
is sensitive to cyclical changes in the economy, future downturns in the economy
or lack of  improvement  in the  economy  may  adversely  affect its  results of
operations.  The Company is especially  susceptible to economic  fluctuations in
Florida, Texas, and Georgia, which accounted for approximately 24%, 17%, and 10%
of its net sales, respectively, in fiscal 2002.

Fluctuating  commodity  prices and unexpected  product  shortages may impair the
Company's operating results.

The cost of stainless steel, aluminum, copper, nickel alloys, plastic, and other
commodities  used  in  products  distributed  by the  Company  can be  volatile.
Significant  fluctuations in the cost of such  commodities may adversely  affect
the  Company's  results of  operations  and  contribute  to  cyclicality  in its
operating performance.  In total, the Company distributes construction materials
and  supplies  from  over  13,000  manufacturers  and  vendors,  no one of which
accounted for more than 5% of total material and supply  purchases during fiscal
2002.  Despite this widely  diversified base of manufacturers  and vendors,  the
Company  may still  experience  shortages  as a result of  unexpected  demand or
production  difficulties.  If this were to occur and the  Company  was unable to
obtain a sufficient allocation of products from manufacturers and vendors, there
could be a short-term adverse effect on its results of operations.  In addition,
the Company has entered into strategic  partnerships  with certain vendors.  The
Company's  inability  to  maintain  such  partnerships,  and  the  loss  of  the
competitive  pricing such partnerships  offer the Company could adversely affect
its results of operations.


                                 Page 11 of 24
<PAGE>

The Company operates in very competitive marketplace.

The  building  products  industry  is highly  competitive  and  fragmented.  The
principal competitive factors in the Company's business are:

     o    availability of materials and supplies;
     o    pricing of products;
     o    availability of credit;
     o    technical product knowledge as to application and usage; and
     o    advisory or other service capabilities.

Hughes Supply's competition  includes other wholesalers,  manufacturers who sell
certain  products  directly to its  customer  base,  and certain  Hughes  Supply
customers. The Company also competes, to a limited extent, with retailers in the
markets for plumbing,  electrical fixtures and supplies, building materials, and
contractors'  tools.  Competition  varies  depending on product  line,  customer
classification,  and  geographic  market.  The Company may not be  successful in
responding effectively to competitive  pressures,  particularly from competitors
with substantially greater financial and other resources than the Company.

The Company relies heavily on its key personnel.

The Company is highly  dependent upon the skills,  experience and efforts of its
executive officers. The loss of one or more of its executive officers could have
a material  adverse  effect on its business  and  development.  Hughes  Supply's
growth  also  depends in part on its  ability to  attract  and retain  qualified
managers,  salespersons  and other key  employees  and on its  ability to manage
growth  successfully.  The  Company  may not be  successful  in  attracting  and
retaining  such employees or in managing its growth  successfully,  which may in
turn have an adverse effect on its results of operations.

Dividend payments are restricted.

The decision to pay  dividends  and the amount of such  payments  depends on the
Company's results of operations,  financial condition, capital requirements, and
other factors that the Board of Directors  deems  relevant.  The Company is also
party to  certain  debt  instruments  and  agreements  that  contain  provisions
limiting  the  amount  of  dividends  that  may be  paid by the  Company  to its
shareholders.  In the future, the Company may become a party to debt instruments
or agreements that may further restrict its ability to pay dividends.

Hughes Supply's stock price may fluctuate substantially.

The market price for Hughes  Supply's  common stock may fluctuate  substantially
based, among other factors, on:

     o    availability of credit;
     o    the Company's operating results;
     o    the  operating  results of other  companies in the  building  products
          industry;
     o    changes in general  economic  conditions;
     o    changes in the financial markets; and
     o    other developments affecting the Company or its competitors.

The Company's sales are predominately on credit.

The Company distributes materials,  equipment, and supplies for the construction
and  industrial  markets  primarily  in  the  Southeastern,   Southwestern,  and
Midwestern  United  States.  Approximately  95% of the  Company's  net sales are
credit sales made  primarily to  customers  whose  ability to pay depends on the
economic strength of the construction industry in such regions. Cyclical changes
in the economy,  future downturns in the economy,  or lack of improvement in the
economy in such regions could adversely affect the Company's  ability to collect
trade accounts receivable and in turn its results of operations.


                                 Page 12 of 24
<PAGE>

Quarterly results are seasonal.

The  Company's  net  sales  and net  income  are  seasonal.  Hughes  Supply  has
historically  experienced  lower  operating  results  in the  first  and  fourth
quarters  than in the second and third  quarters  of its fiscal  year.  Seasonal
variations in operating  results may also be significantly  increased by weather
conditions,  such as cold or wet weather, which can delay construction projects.
Political  and  economic  events can also affect  revenues.  If sales fall below
expectations, the Company's operating results may be adversely affected.

The  Company's  operations  may  be  impacted  by  the  success  of  its  system
integration project.

The Company began implementing a company-wide  operating system in December 2001
and expects implementation to be staggered over approximately a two-year period.
The Company believes that this timeframe will enable it to reduce risk, minimize
customer  disruption,  and  spread  implementation  costs.  The  Company  may be
adversely  affected  if the new  operating  system  does not  meet  management's
expectations.

Certain anti-takeover  provisions may make Hughes Supply's stock less attractive
to investors.

Certain  provisions  of the Company's  Restated  Articles of  Incorporation,  as
amended, and Florida law may make it more difficult for a third party to acquire
a  controlling  interest in Hughes  Supply even if such change in control  would
benefit  shareholders.  These  provisions may delay or prevent  transactions  in
which  shareholders  would receive a  substantial  premium for their shares over
then prevailing  market prices.  These  provisions may also limit  shareholders'
ability to approve  transactions  they may  otherwise  believe are in their best
interests. Such provisions include:

     o    a provision  dividing  the Board of  Directors  into three  classes of
          directors elected for staggered three-year terms;

     o    a provision  authorizing  the  issuance  of  preferred  stock  without
          shareholder approval; and

     o    a provision  requiring  that  certain  business  combinations  receive
          approval by two-thirds of its voting stock.

ITEM 2. PROPERTIES

The Company  leases  approximately  65,000 square feet of an office  building in
Orlando,  Florida  for its  corporate  headquarters.  The  Company  also  leases
approximately  31,000 square feet of a computer  center in Orlando,  Florida for
its IT  operations.  In addition,  the Company owns or leases 434 branches in 34
states and Mexico.  The typical sales branch  consists of a combined  office and
warehouse facility ranging in size from 1,000 to 150,000 square feet, with paved
parking and storage  areas.  The Company also operates six central  distribution
centers,  ranging  in size from  54,000 to  160,000  square  feet.  The  Company
believes that its properties are in good condition and are suitable and adequate
to carry on the Company's  business.  None of the owned principal  properties is
subject  to any  encumbrance  material  to the  consolidated  operations  of the
Company.  Additional  information  regarding owned and leased  properties of the
Company is set forth as Exhibit 99.1 to this Report.

ITEM 3. LEGAL PROCEEDINGS

The  Company is  involved  in various  legal  proceedings  arising in the normal
course of its business.  In the opinion of management,  none of the  proceedings
are material in relation to the Company's consolidated  operations,  cash flows,
or financial position.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of the Company's security holders during the
fourth quarter of the fiscal year ended January 25, 2002.


                                 Page 13 of 24
<PAGE>

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Information with respect to the principal market for the Company's common stock,
stock prices and dividend  information is set forth under the caption "Corporate
and  Shareholder  Information"  and in  Note  13 of the  Notes  to  Consolidated
Financial  Statements of the Company's  Annual  Report to  Shareholders  for the
fiscal year ended  January 25,  2002,  a copy of which is filed as an exhibit to
this  Report, and the  cited  portions  of  which  are  incorporated  herein  by
reference.

ITEM 6. SELECTED FINANCIAL DATA

Information with respect to selected  financial data of the Company is set forth
under the caption  "Selected  Financial Data" of the Company's  Annual Report to
Shareholders  for the fiscal  year ended  January 25,  2002,  a copy of which is
filed  as an  exhibit  to  this  Report  and  the  cited  portion  of  which  is
incorporated herein by reference.

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Information  with  respect  to the  Company's  financial  condition,  changes in
financial  condition  and results of  operations  is set forth under the caption
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" of the Company's  Annual Report to Shareholders  for the fiscal year
ended  January 25,  2002,  a copy of which is filed as an exhibit to this Report
and, the cited portion of which is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information  with  respect to the  Company's  market risk is set forth under the
caption  "Quantitative  and Qualitative  Disclosure About Market Risk" under the
caption "Management's Discussion and Analysis of Financial Condition and Results
of Operations"  of the Company's  Annual Report to  Shareholders  for the fiscal
year  ended  January  25,  2002,  a copy of which is filed as an exhibit to this
Report, and the cited portion of which is incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

(a) Financial Statements

The financial statements filed with this Report are set forth in Item 14(a).

(b) Selected Quarterly Financial Data

Information with respect to selected quarterly  financial data of the Company is
set forth in Note 13 of the Notes to  Consolidated  Financial  Statements of the
Company's  Annual Report to  Shareholders  for the fiscal year ended January 25,
2002,  a copy of which  is filed as an  exhibit  to this  Report, and the  cited
portion of which is incorporated herein by reference.

ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

The Company has not had any change in, or disagreement  with, its accountants or
reportable event which are required to be reported in response to this item.


                                 Page 14 of 24
<PAGE>

                                    PART III

All  information  required by Part III (Items 10, 11, 12 and 13) is incorporated
by reference to the  Company's  Definitive  Proxy  Statement for the 2002 Annual
Meeting of Shareholders.


                                 Page 15 of 24
<PAGE>

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  The following documents are filed as part of this Report:

(1)  All Financial Statements

The  following   consolidated  financial  statements  of  the  Company  and  its
subsidiaries  included in the Company's  Annual Report to  Shareholders  for the
fiscal year ended January 25, 2002, are filed under Item 8 and are  incorporated
by reference:

                                                                         Annual
                                                                         Report
                                                                         Page(s)

     Consolidated Statements of Income for the years ended
     January 25, 2002, January 26, 2001 and January 28, 2000...........     10

     Consolidated Balance Sheets as of January 25, 2002 and
     January 26, 2001..................................................     11

     Consolidated Statements of Shareholders' Equity for the years
     ended January 25, 2002, January 26, 2001 and January 28, 2000.....     12

     Consolidated Statements of Cash Flows for the years ended
     January 25, 2002, January 26, 2001 and January 28, 2000...........     13

     Notes to Consolidated Financial Statements........................   14-26

     Report of Independent Certified Public Accountants................     27

     Management's Responsibility for Financial Statements..............     27


                                 Page 16 of 24
<PAGE>

(2)  Financial Statement Schedules

Schedule II -  Valuation  and  Qualifying  Accounts  for the fiscal  years ended
January 25,  2002,  January 26, 2001 and January 28, 2000.

                              Hughes Supply, Inc.
                Schedule II - Valuation and Qualifying Accounts
                                 (in thousands)

<TABLE>
<CAPTION>
                                                             Fiscal Years Ended
                                                    ---------------------------------------
                                                    January 25,   January 26,   January 28,
                                                       2002          2001          2000
                                                    -----------   -----------   -----------
<S>                                                  <C>           <C>           <C>
Allowance for doubtful accounts:
  Balance at beginning of year                       $  6,106      $  2,777      $  2,809
    Additions charged to costs and expenses, net       11,065        10,626         4,064
    Deductions                                         (8,783)       (7,297)       (4,096)
                                                     --------      --------      --------
  Balance at end of year                             $  8,388      $  6,106      $  2,777
                                                     ========      ========      ========

Inventory reserves:
  Balance at beginning of year                       $ 10,379      $  7,253      $  4,117
    Additions charged to costs and expenses, net        8,044        12,395         8,489
    Deductions                                         (8,574)       (9,269)       (5,353)
                                                     --------      --------      --------
  Balance at end of year                             $  9,849      $ 10,379      $  7,253
                                                     ========      ========      ========

Deferred income taxes:
  Balance at beginning of year                       $    698      $     --      $     --
    Additions charged to costs and expenses, net           --           698            --
    Deductions                                           (626)           --            --
                                                     --------      --------      --------
 Balance at end of year                             $     72      $    698      $     --
                                                    ========      ========      ======
</TABLE>

All other  schedules  have been omitted as they are either not  applicable,  not
required or the  information  is given in the  financial  statements  or related
notes thereto.


                                 Page 17 of 24
<PAGE>

              Report of Independent Certified Public Accountants on
                          Financial Statement Schedule

To the Shareholders and Board of Directors
of Hughes Supply, Inc.

Our audits of the consolidated  financial  statements  referred to in our report
dated March 14, 2002  appearing  in the 2002 Annual  Report to  Shareholders  of
Hughes Supply,  Inc.  (which report and  consolidated  financial  statements are
incorporated  by reference in this Annual  Report on Form 10-K) also included an
audit of the financial  statement  schedule listed in Item 14(a)(2) of this Form
10-K. In our opinion,  this financial statement schedule presents fairly, in all
material  respects,  the  information set forth therein when read in conjunction
with the related consolidated financial statements.


/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Orlando, Florida
March 14, 2002


                                 Page 18 of 24
<PAGE>

(b)  Reports on Form 8-K

There were no reports on Form 8-K filed during the fourth  quarter ended January
25, 2002.

(c)  Exhibits Filed

A substantial  number of the exhibits  referred to below are indicated as having
been previously filed as exhibits to other reports under the Securities Exchange
Act of 1934, as amended,  or as exhibits to  registration  statements  under the
Securities  Act  of  1933,  as  amended.  Such  previously  filed  exhibits  are
incorporated  by  reference  in this Form 10-K.  Exhibits  not  incorporated  by
reference herein are filed with this Report.

     (2)  Plan  of  acquisition,  reorganization,  arrangement,  liquidation  or
          succession. Not applicable.

     (3)  Articles of incorporation and by-laws.

          3.1    Restated Articles of Incorporation, as amended, incorporated by
                 reference  to Exhibit  3.1 to Form 10-Q for the  quarter  ended
                 April 30, 1997 (Commission File No. 001-08772).

          3.2    Composite  By-Laws,  as amended,  incorporated  by reference to
                 Exhibit 3.2 to Form 10-Q for the quarter ended October 31, 1999
                 (Commission File No. 001-08772).

          3.3    Form  of  Articles  of  Amendment   to  Restated   Articles  of
                 Incorporation  of the  Company,  incorporated  by  reference to
                 Exhibit  99.2 to Form 8-A dated May 22, 1998  (Commission  File
                 No. 001-08772).

     (4)  Instruments  defining  the  rights  of  security  holders,   including
          indentures.

          4.1    Form of Common  Stock  Certificate  representing  shares of the
                 Registrant's  common stock,  $1.00 par value,  incorporated  by
                 reference  to Exhibit  4.1 to Form 10-Q for the  quarter  ended
                 July 31, 1997 (Commission File No. 001-08772).

          4.2    Rights  Agreement  dated  as of May  20,  1998  between  Hughes
                 Supply,  Inc.  and  American  Stock  Transfer & Trust  Company,
                 incorporated by reference to Exhibit 99.2 to Form 8-A dated May
                 22, 1998 (Commission File No. 001-08772).

     (9)  Voting trust agreement. Not applicable.

    (10)  Material contracts.

          10.1   Lease Agreements with Hughes, Inc.

                 (a)   Leases   effective   March  31,  1988,   incorporated  by
                       reference  to  Exhibit  10.1(c) to Form 10-K for the year
                       ended January 27, 1989 (Commission File No. 0-5235).

                    Sub-Item         Property
                    --------         --------
                       (1)           Clearwater
                       (2)           Daytona Beach
                       (3)           Fort Pierce
                       (4)           Lakeland
                       (6)           Leesburg
                       (7)           Orlando Electrical Operation
                       (8)           Orlando Plumbing Operation
                       (9)           Orlando Utility Warehouse
                      (11)           Sarasota
                      (12)           Venice
                      (13)           Winter Haven


                                 Page 19 of 24
<PAGE>

                 (b)   Lease Agreement dated June 1, 1987, between Hughes,  Inc.
                       and the  Registrant,  for additional  Sarasota  property,
                       incorporated by reference to Exhibit 10.1(j) to Form 10-K
                       for the fiscal year ended  January  29, 1988  (Commission
                       File No. 0-5235).

                 (c)   Lease  Agreement  dated March 11, 1992,  incorporated  by
                       reference to Exhibit  10.1(e) to Form 10-K for the fiscal
                       year ended January 31, 1992 (Commission File No. 0-5235).

                    Sub-Item      Property
                    --------      --------
                       (2)        Gainesville Electrical Operation

                 (d)   Amendments  to  leases  between  Hughes,   Inc.  and  the
                       Registrant,  dated April 1, 1998, amending the leases for
                       the thirteen  properties  listed in Exhibit 10.1(b),  (d)
                       and (e),  incorporated  by  reference  to Exhibit 10.1 to
                       Form 10-K for the fiscal  year  ended  January  30,  1998
                       (Commission File No. 001-08772).

          10.2   Hughes Supply, Inc. 1988 Stock Option Plan as amended March 12,
                 1996 incorporated by reference to Exhibit 10.2 to Form 10-K for
                 the fiscal year ended  January 26,  1996  (Commission  File No.
                 001-08772).

          10.4   Directors'  Stock  Option  Plan,  as amended,  incorporated  by
                 reference  to Exhibit  10.4 to Form 10-Q for the quarter  ended
                 October 31, 1999 (Commission File No. 001-08772).

          10.5   Hughes  Supply,  Inc.  Amended  Senior  Executives'   Long-Term
                 Incentive Bonus Plan, adopted January 25, 1996, incorporated by
                 reference  to  Exhibit  10.9 to Form 10-K for the  fiscal  year
                 ended January 26, 1996 (Commission File No. 001-08772).

          10.6   Note  Purchase  Agreement,  dated as of August 28, 1997, by and
                 among the Company and certain purchasers identified in Schedule
                 A of the Note Purchase Agreement,  incorporated by reference to
                 Exhibit  10.15 to Form 10-Q for the quarter ended July 31, 1997
                 (Commission File No. 001-08772).

          10.7   (a) Hughes Supply, Inc. 1997 Executive Stock Plan, incorporated
                 by  reference  to Exhibit 10.7 to Form 10-K for the fiscal year
                 ended January 28, 2000 (Commission File No. 001-08772).

          10.7   (b) Amendment No. 1 to the Hughes  Supply,  Inc. 1997 Executive
                 Stock Plan,  incorporated  by reference  to Exhibit  10.7(b) to
                 Form 10-Q for the quarter ended April 30, 2000 (Commission File
                 No. 001-08772).

          10.8   Note Purchase Agreement, dated as of May 29, 1996, by and among
                 the Company and certain purchasers  identified in Schedule A of
                 the Note  Purchase  Agreement,  incorporated  by  reference  to
                 Exhibit  10.13 to Form 10-K for the fiscal  year ended  January
                 30, 1998 (Commission File No. 001-08772).

          10.9   Note Purchase Agreement,  dated as of May 5, 1998, by and among
                 the Company and certain purchasers  identified in Schedule A of
                 the Note  Purchase  Agreement,  incorporated  by  reference  to
                 Exhibit 10.11 to Form 10-Q for the quarter ended April 30, 1998
                 (Commission File No. 001-08772).

          10.10  Revolving  Credit  Agreement,  dated as of January 26, 1999 and
                 amended on various  dates  through  December 20,  2000,  by and
                 among  the  Company  and  a  group  of  banks  incorporated  by
                 reference  to Exhibit  10.10 to Form 10-K for the  fiscal  year
                 ended January 26, 2001. (Commission File No. 001-08772).

          10.11  Line of Credit  Agreement,  dated as of  January  26,  1999 and
                 amended on various  dates  through


                                 Page 20 of 24
<PAGE>

                 December  20,  2000,  by and among the  Company  and a group of
                 banks  incorporated  by reference to Exhibit 10.11 to Form 10-Q
                 for the  quarter  ended  July 31,  2001.  (Commission  File No.
                 001-08772)

          10.11  (a)   Sixth Amendment to the Line of Credit  Agreement dated as
                       of January  30, 2002 by and among the Company and a group
                       of banks.

          10.12  Note  Purchase  Agreement,  dated as of  December  21, 2000 and
                 amended  January 19, 2001, by and among the Company and certain
                 purchasers  identified  in  Schedule  A of  the  Note  Purchase
                 Agreement  incorporated  by reference to Exhibit  10.12 to Form
                 10-K for the fiscal year ended  January  26,  2001  (Commission
                 File No. 001-08772).

          10.13  Separation and Release  Agreement,  dated as of March 28, 2001,
                 by  and  between  the  Company  and  A.   Stewart   Hall,   Jr.
                 incorporated by reference to Exhibit 10.12 to Form 10-K for the
                 fiscal  year  ended  January  26,  2001  (Commission  File  No.
                 001-08772).

          10.14  Master  Lease  Agreement,  dated  as of June 22,  2001  between
                 Atlantic  Financial Group, Ltd, Lessor and Hughes Supply,  Inc.
                 and Certain  Subsidiaries  of Hughes Supply,  Inc. as Lessees -
                 Synthetic  Lease  incorporated by reference to Exhibit 10.14 to
                 Form 10-Q for the quarter  ended  October 31, 2001  (Commission
                 File No. 001-08772).

          10.14  (a)   Loan Agreement,  dated as of June 22, 2001 among Atlantic
                       Financial  Group,  Ltd,  as  Lessor  and  Borrower,   the
                       financial  institutions  party  thereto  as  Lenders  and
                       SunTrust Bank, as Agent - Synthetic Lease incorporated by
                       reference  to  Exhibit  10.14  (a) to Form  10-Q  for the
                       quarter  ended  October  31,  2001  (Commission  File No.
                       001-08772).

          10.14  (b)   Construction Agency Agreement,  dated as of June 22, 2001
                       among Atlantic  Financial Group,  Ltd, and Hughes Supply,
                       Inc. as Construction Agent - Synthetic Lease incorporated
                       by  reference  to Exhibit  10.14 (b) to Form 10-Q for the
                       quarter  ended  October  31,  2001  (Commission  File No.
                       001-08772).

          10.14  (c)   Guaranty Agreement from Hughes Supply,  Inc., dated as of
                       June 22, 2001 - Synthetic Lease incorporated by reference
                       to Exhibit  10.14 (c) to Form 10-Q for the quarter  ended
                       October 31, 2001 (Commission File No. 001-08772).

          10.14  (d)   Appendix A to the Operative  Documents,  Definitions  and
                       Interpretation   -  Synthetic   Lease   incorporated   by
                       reference  to  Exhibit  10.14  (d) to Form  10-Q  for the
                       quarter  ended  October  31,  2001  (Commission  File No.
                       001-08772).

          10.15  Master  Lease  Agreement,  dated  as of June 22,  2001  between
                 Atlantic  Financial  Group,  Ltd, as Lessor and Hughes  Supply,
                 Inc.  and  Certain  Subsidiaries  of Hughes  Supply,  Inc.,  as
                 Lessees - Operating Lease  incorporated by reference to Exhibit
                 10.15 to Form  10-Q for the  quarter  ended  October  31,  2001
                 (Commission File No. 001-08772).

          10.15  (a)   Loan Agreement,  dated as of June 22, 2001 among Atlantic
                       Financial  Group,  Ltd,  as  Lessor  and  Borrower,   the
                       financial   institutions  party  hereto  as  Lenders  and
                       SunTrust Bank, as Agent - Operating Lease incorporated by
                       reference  to  Exhibit  10.15  (a) to Form  10-Q  for the
                       quarter  ended  October  31,  2001  (Commission  File No.
                       001-08772).

          10.15  (b)   Construction Agency Agreement,  dated as of June 22, 2001
                       among Atlantic  Financial Group,  Ltd, and Hughes Supply,
                       Inc. as Construction Agent - Operating Lease incorporated
                       by  reference  to Exhibit  10.15 (b) to Form 10-Q for the
                       quarter  ended  October  31,  2001  (Commission  File No.
                       001-08772).


                                 Page 21 of 24
<PAGE>

          10.15  (c)   Guaranty Agreement from Hughes Supply,  Inc., dated as of
                       June 22, 2001 - Operating Lease incorporated by reference
                       to Exhibit  10.15 (c) to Form 10-Q for the quarter  ended
                       October 31, 2001 (Commission File No. 001-08772).

          10.15  (d)   Appendix A to the Operative  Documents,  Definitions  and
                       Interpretation   -  Operating   Lease   incorporated   by
                       reference  to  Exhibit  10.15  (d) to Form  10-Q  for the
                       quarter  ended  October  31,  2001  (Commission  File No.
                       001-08772).

          10.16  Uncommitted  Guidance  and Swing Line  Demand  Promissory  Note
                 dated  March 1,  1999 and  amended  on  various  dates  through
                 February 11, 2002, by the Company and SunTrust Bank, Inc.

     (11) Statement re computation of per share earnings. Not applicable.

     (12) Statements re computation of ratios. Not applicable.

     (13) Annual report to security  holders,  Form 10-Q or quarterly  report to
          security holders.

          13.1   Information  incorporated  by reference into Form 10-K from the
                 Annual Report to Shareholders for the fiscal year ended January
                 25, 2002.

     (16) Letter re change in certifying accountant. Not applicable.

     (18) Letter re change in accounting principles. Not applicable.

     (21) Subsidiaries of the Registrant.

          21.1   Subsidiaries of the Registrant.

     (22) Published  report  regarding  matters  submitted  to vote of  security
          holders. Not applicable.

     (23) Consents of experts and counsel.

          23.1   Consent of PricewaterhouseCoopers LLP.

     (24) Power of attorney. Not applicable.

     (99) Additional exhibits.

          99.1   Location of Facilities.


                                 Page 22 of 24
<PAGE>

SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
     Exchange  Act of 1934,  the  Registrant  has duly  caused this Report to be
     signed on its behalf by the undersigned, thereunto duly authorized.

                                                 HUGHES SUPPLY, INC.


                                           By:   /s/ David H. Hughes
                                                 -------------------------------
                                                 David H. Hughes
                                                 Chairman of the Board and Chief
                                                 Executive Officer


                                                 /s/ J. Stephen Zepf
                                                 -------------------------------
                                                 J. Stephen Zepf
                                                 Chief Financial Officer and
                                                 Chief Accounting Officer

     Date: April 22, 2002

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
     Report  has been  signed  below by the  following  persons on behalf of the
     Registrant and in the capacities and on the dates indicated.

     /s/ David H. Hughes                   /s/ Toni Jennings
     --------------------------            ---------------------------------
     David H. Hughes                       Toni Jennings
     April 22, 2002                        April 22, 2002
     (Director)                            (Director)

     /s/ John D. Baker II                   /s/ William P. Kennedy
     --------------------------            ---------------------------------
     John D. Baker II                      William P. Kennedy
     April 22, 2002                        April 22, 2002
     (Director)                            (Director)

     /s/ Robert N. Blackford               /s/ Amos R. McMullian
     --------------------------            ---------------------------------
     Robert N. Blackford                   Amos  R. McMullian
     April 22, 2001                        April 22, 2002
     (Director)                            (Director)

     /s/ H. Corbin Day                     /s/ Thomas I. Morgan
     --------------------------            ---------------------------------
     H. Corbin Day                         Thomas I. Morgan
     April 22, 2002                        April 22, 2002
     (Director)                            (Director)

     /s/ Vincent S. Hughes
     --------------------------
     Vincent S. Hughes
     April 22, 2002
     (Director)


                                 Page 23 of 24
<PAGE>

INDEX OF EXHIBITS FILED WITH THIS REPORT

10.11               (a)  Sixth  Amendment to the Line of Credit  Agreement dated
                         as of January  30,  2002 by and among the Company and a
                         group of banks.

10.16               Uncommitted  Guidance and Swing Line Demand  Promissory Note
                    dated  March 1, 1999 and  amended on various  dates  through
                    February 11, 2002, by the Company and SunTrust Bank, Inc.

13.1                Information  incorporated  by reference  into Form 10-K from
                    the Annual Report to Shareholders  for the fiscal year ended
                    January 25, 2002.

21.1                Subsidiaries of the Registrant.

23.1                Consent of PricewaterhouseCoopers LLP.

99.1                Location of Facilities.


                                 Page 24 of 24