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 [NO FEE REQUIRED]

For the fiscal year ended January 30, 1998

                               OR

   [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

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 office)         (Zip Code)

Registrant's telephone number, including area code:  407/841-4755

    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:

                  Common Stock ($1.00 Par Value)

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 [ ]

                             Page 1
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.   [X]

State the aggregate market value of the voting stock held by non-
affiliates of the Registrant:  $818,804,735 as of April 17, 1998.

Indicate the number of shares outstanding of each of the
Registrant's classes of common stock, as of the latest practicable
date:  22,817,872 shares of Common Stock ($1.00 par value) as of
April 17, 1998.

               DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference
and the Part of the Form 10-K into which the document is
incorporated:

     Part I  -      Annual Report to Shareholders for the fiscal
                    year ended January 30, 1998 (designated
                    portions).

     Part II -      Annual Report to Shareholders for the fiscal
                    year ended January 30, 1998 (designated
                    portions).

     Part III-      Definitive Proxy Statement for the 1998 Annual
                    Meeting of Shareholders (designated portions).

     Part IV -      Annual Report to Shareholders for the fiscal
                    year ended January 30, 1998 (designated
                    portions).


















                             Page 2

                           TABLE OF CONTENTS

                                                                  Page

PART I

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

Item 2.   Properties ...........................................   14

Item 3.   Legal Proceedings ....................................   14

Item 4.   Submission of Matters to a Vote of Security Holders ..   14

PART II

Item 5.   Market for Registrant's Common Equity and Related 
          Stockholder Matters ..................................   15

Item 6.   Selected Financial Data ..............................   15

Item 7.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations ..................   15

Item 7A.  Quantitative and Qualitative Disclosures About Market
          Risk .................................................   15
     
Item 8.   Financial Statements and Supplementary Data ..........   15

Item 9.   Changes in and Disagreements with Accountants on 
          Accounting and Financial Disclosure ..................   16

PART III

Item 10.  Directors and Executive Officers of the Registrant ...   17

Item 11.  Executive Compensation ...............................   17

Item 12.  Security Ownership of Certain Beneficial Owners and 
          Management ...........................................   17

Item 13.  Certain Relationships and Related Transactions .......   17

PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports
          on Form 8-K ..........................................   18

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

          Index to Consolidated Financial Statements and 
          Schedules ............................................   24

          Index of Exhibits Filed with This Report .............   25


                                Page 3

                                PART I

ITEM 1.   BUSINESS

GENERAL

     Hughes Supply, Inc. was founded as a general partnership in
Orlando, Florida in 1928 and was incorporated as a Florida corporation
in 1947.  As used throughout this Report, the terms "Company" and
"Registrant" shall be deemed to mean Hughes Supply, Inc. and its
subsidiaries, except where the context otherwise indicates.

     The Company is one of the largest diversified wholesale
distributors of materials, equipment and supplies for the construction
and industrial markets operating primarily in the southeastern,
southwestern and midwestern United States.  The Company distributes more
than 210,000 products through 404 branches located in 27 states, Mexico
and Puerto Rico.  The Company's principal customers are electrical,
plumbing and mechanical contractors, electric utility companies,
property management companies, municipal and industrial accounts. 
Industrial accounts include companies in the petrochemical, food and
beverage, pulp and paper, mining, pharmaceutical and marine industries. 
Management believes that the Company holds significant market share in
a majority of its local markets and is one of the largest distributors
of its range of products in the southeastern, southwestern and
midwestern United States.  The Company's largest geographic market is
Florida (representing approximately 34% of fiscal 1998 net sales), which
is one of the largest commercial and residential construction markets in
the United States.  The following table presents the locations of the
Company's branches:

          Location                    Number of Branches

          Florida                           100
          Texas                              71
          Georgia                            39
          North Carolina                     37
          Alabama                            21
          South Carolina                     21
          Ohio                               19
          Tennessee                          18
          Arizona                            10
          Mississippi                        10
          Virginia                            9
          Kentucky                            6
          Indiana                             5
          Louisiana                           5
          Illinois                            4
          Oklahoma                            4   
          West Virginia                       4
          Missouri                            3
          New Jersey                          3
          Pennsylvania                        3
          Arkansas                            2
          Maryland                            2
                    
                                Page 4

          Location                    Number of Branches

          Michigan                            2
          California                          1
          Mexico                              1
          New York                            1   
          Puerto Rico                         1   
          Utah                                1
          Washington                          1


A current listing of the locations of the wholesale branches and
distribution centers of the Company is set forth as Exhibit 99.1 to this
Report.

     The products which the Company distributes are used in new
construction for commercial, residential, utility and industrial
applications and for maintenance, replacement and renovation projects. 
Such products include materials and supplies associated with the
Company's nine major product groups, as follows:  electrical; plumbing;
water and sewer; air conditioning and heating; industrial pipe, plate,
valves and fittings; building materials; electric utilities; water
systems; and pool equipment and supplies.  Each product group is sold by
the Company's own specialized and experienced sales force consisting of
outside sales representatives and inside account executives.  Management
believes that the Company's mix of commercial, residential, utility and
industrial business, geographic diversification and multiple product
groups reduces the impact of economic cycles on the Company's net sales
and profitability.  Management believes that no other company competes
against it across all of its product groups.

     The Company's principal business objective is to achieve profitable
growth, both internally and through selective acquisitions, primarily in
existing and contiguous geographic markets.  The Company has grown
internally through increases in comparable branch net sales, new branch
openings and the addition of new product groups.  Since January 29,
1993, the Company has opened 53 new branches (exclusive of new branches
acquired through acquisitions).  In addition, the Company continues to
pursue an active acquisition program to capitalize on the opportunities
presented by the substantial size and highly fragmented ownership
structure of its industry.  Since January 29, 1993, the Company has
completed 51 acquisitions representing 216 branches.  In addition to
increased geographic penetration, acquisitions often provide
opportunities for the Company to gain market share and to enhance and
diversify product offerings.  Management believes that the most cost
effective way for the Company to enter new geographic markets is through
acquisitions.  All of the Company's significant acquisitions have been
accretive to the Company's earnings per share in the first full year
subsequent to the transaction.

INDUSTRY OVERVIEW

     Based on estimates available to the Company, industry sales in the
United States of products sold by the Company exceeded $100 billion in
1997, and no wholesale distributor of these products accounted for more

                                Page 5
than 5% of the total market.  As a result of their smaller size, many of
the local or regional distributors generally lack the purchasing power
of a larger entity, may lack the resources to offer broad product lines
and multiple brands, and may not possess sophisticated inventory
management and control systems necessary to operate multiple branches
efficiently.

     As a result, during the past decade many of the large wholesale
distributors, including the Company, have grown considerably through
acquisitions.  However, many independent distributors are still
privately owned, relationship-based companies that emphasize service,
delivery and reliability to their customers.  Further, a majority of
independent distributors focus on a particular size or type of customer
and a particular product group.  In contrast, the Company services
various sizes and types of customers and multiple product groups and
diversifies its sales across various types of construction and users of
its products.  Due to its strong competitive position, its size and its
management infrastructure, management also believes that the Company is
well-positioned to continue to benefit from consolidation trends within
the wholesale distribution business.

     The Company differentiates itself from consumer-oriented, large
format, do-it-yourself ("DIY") home center retailers with respect to the
type of customer served, breadth of products offered and level of
service provided.  Management believes that the Company's customers,
unlike DIY customers, are typically professionals who choose their
building materials suppliers 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 involved in
ongoing jobs or projects lasting months or years resulting in repeat
buying situations, and require specialized services not typically
provided by large format DIY home center retailers.  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. 
Accordingly, the Company has been able to serve customer groups that
large format DIY home center retailers generally do not emphasize.

ACQUISITION STRATEGY

     The Company's acquisition strategy is to acquire profitable
distribution businesses with strong management and well-developed market
positions and customer franchises.  Acquisitions can generally be
categorized as fill-in acquisitions or new market acquisitions.  Fill-in
acquisitions are generally smaller in size and represent new branches
within existing product groups and existing geographic markets.  Since
January 29, 1993, the Company has completed fill-in acquisitions of 49
branches, and management believes that significant additional fill-in
acquisition opportunities are available.

     New market acquisitions represent the addition of new product
groups, within related commercial construction, residential and
industrial product categories, or the entry into new geographic

                                Page 6
markets, or both.  During the last five fiscal years, the Company has
increasingly focused on new market acquisitions with the goal of adding
products and product groups with higher gross margins, increasing sales
to the replacement and industrial markets (which tend to be less
cyclical than new construction markets), achieving greater geographic
diversification and developing additional opportunities for future fill-
in acquisitions and new branch openings.  Recent new market acquisitions
completed by the Company include:  (i) Sunbelt Supply Company, resulting
in a significant increase in the Company's valve and fitting business in
new geographic markets; (ii) Metals, Incorporated, Stainless Tubular
Products, Inc., and Metals, Inc. - Gulf Coast Division, resulting in a
significant increase in the Company's specialty pipe, valve and fitting
business as well as the metal fabrication business in new geographic
markets; (iii) Mountain Country Supply, Inc., resulting in a significant
increase in the Company's plumbing, water and sewer, and air
conditioning and heating business in new geographic markets; (iv)
International Supply Company, Inc. and its affiliated operations,
resulting in a significant increase in the Company's water and sewer and
plumbing business in new geographic markets; (v) Merex Corporation,
resulting in an increased presence in export markets; and (vi) Chad
Supply, Inc., the Company's initial entry into the distribution of
repair and maintenance products to the multi-family housing industry.

     The following table summarizes the fill-in and new market
acquisitions completed by the Company since January 29, 1993:

<TABLE>
<CAPTION>
                            Type of            Date of          Number of        Location of
Acquisition               Acquisition        Acquisition        Branches         Operation          Major Product Groups   
-----------               -----------        -----------        --------         ---------          --------------------
<S>                       <C>                <C>                <C>              <C>                <C>
Virginia branch           Fill-in            June, 1993              1           VA                 Plumbing 

Florida and Georgia       Fill-in            June, 1993              2           FL,GA              Electrical, electric
branches                                                                                            utilities 

Electrical                New market         June, 1993              1           GA                 Electrical
Distributors, Inc.*

Alabama Water Works       New market         July, 1993              3           AL                 Water and sewer
Supply, Inc.                                           

Florida branches          Fill-in            December, 1993          2           FL                 Building materials

Swaim Supply              New market         January, 1994           8           NC,VA              Plumbing, air conditioning 
Company*                                                                                            and heating

Florida and Georgia       Fill-in            February, 1994-         4           FL,GA              Water and sewer, plumbing,
branches (1)                                 September, 1994                                        electrical

Treaty Distribution       New market         January, 1995          16           IN,OH              Water and sewer, plumbing,
Group branches                                                                                      air conditioning and heating

Olander & Brophy, Inc.    New market         March, 1995             4           OH,PA              Pool equipment and supplies,
                                                                                                    water systems

Port City Electrical      Fill-in            March, 1995             2           GA,SC              Electrical
Supply, Inc.                                 

Elec-Tel Supply           Fill-in            April, 1995             1           GA                 Electric utilities
Company





                                  Page 7

<CAPTION>                                                  
                            Type of            Date of          Number of        Location of
Acquisition               Acquisition        Acquisition        Branches         Operation          Major Product Groups   
-----------               -----------        -----------        --------         ---------          --------------------
<S>                       <C>                <C>                <C>              <C>                <C>
Various branches (2)      Fill-in            June, 1995-             7           AL,FL,KY,NC,       Electrical, pool equipment
                                             February, 1996                        NJ,SC,TN,VA      and supplies, plumbing

Moore Electric            New market         August, 1995            5           NC,SC              Electrical
Supply, Inc.*

Atlantic Pump &           Fill-in            September, 1995         4           FL,PR              Pool equipment and supplies
Equipment Companies

Florida Pipe &            New market         December, 1995          1           FL                 Industrial pipe, plate,
Supply Company*                                                                                     valves and fittings

Waldorf Supply, Inc.      Fill-in            February, 1996          1           MD                 Plumbing

West Virginia Water and   New market         March, 1996             2           WV                 Water and sewer
Waste Supply Co., Inc.

Electric Laboratories     New market         April, 1996             3           IL,OH              Electric utilities
and Sales Corporation*

PVF Holdings, Inc.        New market         May, 1996              16           GA,IL,LA,MO,NC,    Industrial pipe, plate,
                                                                                 NJ,TN,TX,UT,WA     valves and fittings

Gayle Supply              Fill-in            May, 1996               3           AL                 Plumbing
Company, Inc.*

R & G Plumbing            Fill-in            May, 1996               2           AL                 Plumbing
Supply, Inc.

JuNo Industries, Inc.     New market         September, 1996         5           FL,GA              Industrial pipe, plate,
and J.I. Services                                                                                   valves and fittings
Corporation*

Palm Pool                 New market         September, 1996         2           MI,OH              Pool equipment and supplies,
Products, Inc.*                                                                                     water systems

Coastal Wholesale,        Fill-in            November, 1996          1           FL                 Pool equipment and supplies,
Inc.                                                                                                water systems

J & J, Inc.               Fill-in            November, 1996          2           GA,TX              Industrial pipe, plate,
                                                                                                    valves and fittings

Wholesale Electric        New market         November, 1996          2           NC,NY              Electrical
Supply Corporation

Panhandle Pipe &          Fill-in            December, 1996          1           WV                 Water and sewer
Supply Co., Inc.*

Sunbelt Supply Company*   New market         December, 1996          9           FL,LA,TX,VA        Industrial pipe, plate,
                                                                                                    valves and fittings

Metals, Incorporated,     New market         January, 1997           3           AL,MO,OK           Industrial pipe, plate,
Stainless Tubular                                                                                   valves and fittings
Products, Inc., and
Metals, Inc. - Gulf
Coast Division*

Dixie Forming &           New market         February, 1997          5           NC,SC,VA           Building materials
Building Specialties
Incorporated

Gulf Pool Equipment       New market         February, 1997          3           GA,OK,TX           Pool equipment and supplies,
Company                                                                                             water systems

Dominion Pipe and Supply  New market         May, 1997               1           VA                 Water and sewer
Company and Dominion
Pipe Fabricators, Inc.*
                                              


                                  Page 8

<CAPTION>                                                  
                            Type of            Date of          Number of        Location of
Acquisition               Acquisition        Acquisition        Branches         Operation          Major Product Groups   
-----------               -----------        -----------        --------         ---------            --------------------
<S>                       <C>                <C>                <C>              <C>                <C>
Gilleland Concrete        New market         June, 1997              1           GA                 Water and sewer
Products, Inc.

Shrader Holding Co.,      New market         August, 1997            5           AR,OK,TX           Water and sewer
Inc.*

Workman Developments,     New market         August, 1997            1           WV                 Industrial pipe, plate,
Inc.                                                                                                valves and fittings

Supply One                Fill-in            September, 1997         1           OH                 Plumbing

Allied Metals, Inc.       New market         October, 1997           1           TX                 Industrial pipe, plate,
                                                                                                    valves and fittings

Virginia Water            Fill-in            November, 1997          1           VA                 Water and sewer
& Waste Supply
Company, Inc.*                                         

Superior Concrete         Fill-in            December, 1997          -           FL                 Building materials
Products                                               

APPCO Process Equipment   New market         December, 1997          1           NC                 Industrial pipe, plate,
Company                                                                                             valves and fittings

Mountain Country          New market         January, 1998          10           AZ                 Plumbing, water and sewer,
Supply, Inc.                                                                                        air conditioning and heating

International Supply      New market         January, 1998          38           TX                 Water and sewer, plumbing,
Company, Inc. and                                                                                   industrial, pipe, plate,
affiliated operations                                                                               valves and fittings

Merex Corporation         New market         January, 1998           2           TX,MX              Industrial pipe, plate,
                                                                                                    valves and fittings

Chad Supply, Inc.*        New market         January, 1998          18           AL,FL,GA,KY,LA     Building materials, plumbing,
                                                                                 NC,OH,SC,TN        electrical, air conditioning
                                                                                                    and heating, pool equipment
                                                                                                    and supplies

San Antonio Plumbing      Fill-in            March, 1998            14           TX                 Plumbing, water and sewer
Distributors, Inc.*

United Supply Agencies    New market         March, 1998             1           TX                 Air conditioning and heating,
                                                                                                    plumbing, building materials,
                                                                                                    electrical

                                                                   ---
          TOTAL                                                    216
                                                                   ===

     * Accounted for as pooling of interests.

     (1)  Facilities acquired in purchases of assets from four entities.
     (2)  Facilities acquired in purchases of assets from three entities.
</TABLE>


OPERATING STRATEGY
      
     The Company's operating strategy is based on decentralizing
customer related functions at the branch level, such as sales and local
inventory management, and centralizing certain administrative functions
at the corporate level, such as credit, human resources, finance and
accounting, legal and management information systems.  Key elements of
the Company's operating strategy include:

                                Page 9
     Comprehensive and Diversified Product Groups.  As part of its
emphasis on superior customer service, the Company offers more than
210,000 products in nine product groups at competitive prices. 
Distribution of a wide variety of products within product groups assists
the Company's customers in managing their inventory, arranging for
consolidated delivery requirements and providing a greater portion of
total job specifications.  The depth and breadth of the Company's
product groups generally permits it to make add on sales of higher
margin, non-commodity items.

     The Company is diversified across nine product groups and various
sectors of the construction industry (such as commercial, residential,
utility and industrial), which lessens its dependence upon market
conditions applicable to any one of its product groups or any single
sector of the construction industry.  Further, the Company's product
diversification permits it to participate in multiple phases of
construction projects.

     Superior Customer Service.  Substantially all of the Company's
sales are to professional customers with whom the Company has developed
long-term relationships.  These relationships are largely based on the
Company's history of providing superior service.  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.

     Local Market Focus.  The Company 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 groups and operates as a separate profit center with
its own sales force.  Each branch manager has the authority and
responsibility to set pricing and tailor the product offering and mix,
as well as the nature of services offered, to meet the local market
demand.  In addition, each branch manager is responsible for purchasing,
maintenance of adequate inventory levels, cost controls and customer
relations.

     The Company has been able to tailor its branch size and product
offerings to perceived market demand.  As a result, the Company has
successfully operated 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.

     Well-Trained and Experienced Workforce.  The Company has
implemented extensive employee training and recruiting 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, and
selling, purchasing, negotiating and management skills.  The Company has
also developed a recruiting and training program to increase the number
of qualified applicants introduced into its management and sales ranks. 




                                Page 10

The Company generally has experienced a low rate of turnover among its
employees and, as a result, the Company's corporate management group,
branch managers, outside sales representatives and inside sales account
executives have considerable experience with the Company.   

     Centralized Administrative Functions.  The Company has centralized
certain administrative functions such as credit, human resources,
finance and accounting, legal and management information systems.  The
Company's credit function is essential to its success.  All credit
decisions are researched, analyzed and approved by a group of regional
credit managers to ensure conformity and quality of credit decisions
across the Company's operations.  Management believes that its credit
function has enabled it to be recognized as an industry leader due to
its consistently low level of bad debt expense.  Centralization of human
resources, finance and accounting functions ensure conformity in policy
and lower overall cost of administration.  The Company's comprehensive
management information system is based on point of sale information and
provides managers with real time inventory, receivables, purchasing,
pricing, credit and margin information.  This management information
system allows the Company's branches to more effectively manage their
inventory and receivables and respond more quickly and accurately to
specific customer needs and local market demand.

     Volume Purchasing Power.  The Company established its Preferred
Vendor Program in 1991 to more effectively leverage its purchasing
power.  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 assure more timely delivery, reduce errors, and to
obtain better terms and greater financial incentives.  Other programs
currently being employed with vendors include vendor managed inventory
systems, bar coding, and electronic exchange of purchase orders and
invoices, each of which has resulted in a reduction in transaction costs
and an improvement in operating efficiency.

PRODUCTS
             
     The Company distributes products in the following nine major
product groups:

     Electrical:  Electrical supplies, including wire, cable, cords,
boxes, covers, wiring devices, conduit, raceway duct, safety switches,
motor controls, breakers, panels, fuses and related supplies and
accessories, residential, commercial and industrial electrical fixtures
and other special use fixtures.

     Plumbing:  Plumbing fixtures and related fittings, residential,
commercial and industrial water heaters, drain waste, vent, natural gas
and potable water piping, and plumbing accessories and supplies.

     Water and Sewer:  Water works and industrial supplies, including
large diameter plastic (PVC) and ductile iron pipe, fire hydrants, water
meters, valves, backflow prevention devices, storm drain, pre-cast
concrete tested utility and fire line vaults, fire protection
fabrication and supply, and related hardware and accessories.

                                Page 11
     Air Conditioning and Heating:  Air conditioning and heating
equipment, furnaces, heaters, heat pumps, condensing units, duct, pipe,
fittings, registers, grills, freon, insulation and other refrigeration
equipment, supplies and service parts.

     Industrial Pipe, Plate, Valves and Fittings:  Mechanical and weld
pipe, valves and related fittings, fire protection systems and supplies,
high performance valves, specialty pipe, high density polyethylene pipe
and fittings, stainless steel and other high alloy pipe, plate, valves
and fittings.

     Building Materials:  Reinforcing wire, reinforcing steel, plyform,
lumber, concrete chemicals, concrete forming accessories, road and
bridge products, masonry accessories and other building materials, hand
tools, power tools, hardware, appliances, paint, flooring, janitorial
products and equipment.

     Electric Utilities:  Transformers, conductor cable, insulators,
prestressed concrete transmission and distribution poles, and other
electric utility supplies and related hardware, accessories and tools.

     Water Systems:  Jet and submersible pumps and tanks, residential
and commercial water treatment, well liners, wire, poly pipe,
accessories and environmental products.

     Pool Equipment and Supplies:  Above-ground and in-ground pool
packages, pumps, filters, heaters, lights, slides, diving boards,
skimmers, drains, chemicals, solar equipment, pool liners and in-ground
pool walls, deck products and cleaning equipment. 

SALES AND PURCHASING

     The Company employs approximately 780 outside sales representatives
who call on customers and who also work with architects, engineers,
manufacturers' representatives, purchasing agents, and plant
superintendents and foremen for major construction projects. 
Approximately 720 inside account executives expedite orders, deliveries,
quotations, and requests for pricing.  Most orders are received by
telephone, and materials are delivered by the Company's trucks to the
customer's office or job site.

     The Company's purchasing agents in its branches use a computerized
inventory system to monitor stock levels, while central distribution
centers in Orlando, Florida and Forest Park, Georgia 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.








                                Page 12
CUSTOMERS AND SUPPLIERS

     The Company currently serves over 80,000 customers, and no single
customer accounts for more than 1% of total sales annually.  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.  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.

     The Company regularly purchases from over 8,500 manufacturers and
suppliers, of which approximately 675 are currently part of the
Company's Preferred Vendor Program.  No single supplier accounted for
more than 5% of the Company's total purchases during fiscal 1998.

INVENTORIES

     The Company is a wholesale distributor of construction and
industrial materials and maintains significant inventories to meet rapid
delivery requirements and to assure itself of a continuous allotment of
goods from suppliers.  As of January 30, 1998, inventories constituted
approximately 37% of the Company's total assets.

COMPETITION

     Management believes that the Company is one of the largest
wholesale distributors of its range of products in the southeastern,
southwestern and midwestern United States.  However, there is strong
competition in each product group 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, pool supplies and contractor's tools.  The principal
competitive factors in the Company's business are product availability,
pricing, technical product knowledge as to application and usage, and
advisory and other service capabilities.

EMPLOYEES

     As of January 30, 1998, the Company had approximately 6,000
employees consisting of approximately 16 executives, 1,440 managers,
1,500 sales personnel and 3,044 other employees, including truck
drivers, warehouse personnel, office and clerical workers.  Over the
last year, the Company's work force has increased by approximately 36%
compared to the prior year as a result of increased sales volume and
business acquisitions.  The Company considers its relationship with its
employees to be good. 







                                Page 13

ITEM 2.  PROPERTIES

     The Company leases approximately 40,000 square feet of an office
building in Orlando, Florida for its headquarters.  In addition, the
Company owns or leases 404 facilities in 27 states, Mexico and Puerto
Rico.  The typical sales branch consists of a combined office and
warehouse facility ranging in size from 3,000 to 50,000 square feet,
with paved parking and storage areas.  The Company also operates a
computer center, two central distribution warehouses, and a garage and
trucking terminal.

     Additional information regarding owned and leased properties of the
Company is set forth as Exhibit 99.1 to this Report and in Note 7 of the
Notes to Consolidated Financial Statements of the Annual Report to
Shareholders for the fiscal year ended January 30, 1998, a copy of which
is filed as an exhibit to this Report and the cited portion of which is
incorporated herein by reference.


ITEM 3.  LEGAL PROCEEDINGS

     The Company is involved in various legal proceedings arising in the
normal course of its business.  Management believes that none of these
proceedings will have a material adverse impact on its financial
condition, results of operations or cash flows.


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

     No matter was submitted to a vote of the Company's security holders
during the fourth quarter of the fiscal year ended January 30, 1998.

























                                Page 14

                                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 11 of
the Notes to Consolidated Financial Statements of the Company's Annual
Report to Shareholders for the fiscal year ended January 30, 1998, a
copy of which is filed as an exhibit to this Report and the cited
portion of which is 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 30, 1998, 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 30, 1998, 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. 
         NOT APPLICABLE.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     (a)  Financial Statements

     The financial statements filed with this report are set forth in
the "Index to Consolidated Financial Statements and Schedules" following
Part IV hereof.









                                Page 15
     (b)  Selected Quarterly Financial Data

     Information with respect to selected quarterly financial data of
the Company is set forth in Note 11 of the Notes to Consolidated
Financial Statements of the Company's Annual Report to Shareholders for
the fiscal year ended January 30, 1998, 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 is required to be reported in
response to this item.








































                                Page 16
                               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 1998 Annual Meeting of Shareholders.


















































                                Page 17
                                PART IV


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

     (a)  Financial Statements and Financial Statement Schedules

     Financial statements and financial statement schedules required to
be filed by item 8 of this Report are listed in a separately designated
section submitted below.  Exhibits are listed in subparagraph (c) below.

     (b)  Reports on Form 8-K

     There were no reports on Form 8-K filed during the quarter ended
January 30, 1998.

     (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, filed as
               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.

     (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, filed as
               Exhibit 4.1 to Form 10-Q for the quarter ended July 31,
               1997 (Commission File No. 001-08772).

          4.2  Resolution Approving and Implementing Shareholder Rights
               Plan filed as Exhibit 4.4 to Form 8-K dated May 17, 1988
               (Commission File No. 0-5235).







                                Page 18

     (9)  Voting trust agreement.  Not applicable.

     (10) Material contracts.

          10.1 Lease Agreements with Hughes, Inc.

               (a)  Orlando Trucking, Garage and Maintenance Operations
                    dated December 1, 1971, filed as Exhibit 13(n) to
                    Registration No. 2-43900 (Commission File No. 0-
                    5235).  Letter dated April 15, 1992 extending lease
                    from month to month, filed as Exhibit 10.1(a) to
                    Form 10-K for the fiscal year ended January 31,
                    1992 (Commission File No. 0-5235).

               (b)  Leases effective March 31, 1988, filed as Exhibit
                    10.1(c) to Form 10-K for the fiscal 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

               (c)  Lease amendment letter between Hughes, Inc. and the
                    Registrant, dated December 1, 1986, amending
                    Orlando Truck Operations Center and Maintenance
                    Garage lease, filed as Exhibit 10.1(i) to Form 10-K
                    for the fiscal year ended January 30, 1987
                    (Commission File No. 0-5235).

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

               (e)  Lease dated March 11, 1992, filed as 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




                                Page 19

               (f)  Amendments to leases between Hughes, Inc. and
                    Hughes Supply, Inc., dated April 1, 1998, amending
                    the leases for the thirteen properties listed in
                    Exhibit 10.1(b), (d) and (e).

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

          10.3 Form of Supplemental Executive Retirement Plan Agreement
               entered into between the Registrant and eight of its
               executive officers, filed as Exhibit 10.6 to Form 10-K
               for fiscal year ended January 30, 1987 (Commission File
               No. 0-5235).

          10.4 Directors' Stock Option Plan, as amended.

          10.5 Lease Agreement dated June 30, 1993 between Donald C.
               Martin and Electrical Distributors, Inc., filed as
               Exhibit 10.6 to Form 10-K for fiscal year ended January
               28, 1994 (Commission File No. 001-08772).

          10.6 Consulting Agreement dated June 30, 1993 between Hughes
               Supply, Inc. and Donald C. Martin, filed as Exhibit 10.7
               to Form 10-K for fiscal year ended January 28, 1994
               (Commission File No. 001-08772).

          10.7 Written description of senior executives' long-term
               incentive bonus plan for fiscal year 1996 incorporated by
               reference to the description of the bonus plan set forth
               under the caption "Approval of the Stock Award Provisions
               of the Senior Executives' Long-Term Incentive Bonus Plan
               for Fiscal Year 1996" on pages 26 and 27 of the
               Registrant's Proxy Statement for the Annual Meeting of
               Shareholders To Be Held May 24, 1994 (Commission File No.
               001-08772).

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

          10.9 Lease Agreement dated June 24, 1996 between Donald C.
               Martin and Hughes Supply, Inc., filed as Exhibit 10.10 to
               Form 10-Q for the quarter ended October 31, 1996
               (Commission File No. 001-08772).









                                Page 20

         10.10 Amended and Restated Revolving Credit Agreement and Line
               of Credit Agreement, dated as of August 18, 1997, by and
               among the Company, SunTrust, SouthTrust, NationsBank,
               First Union, Barnett and PNC, filed as Exhibit 10.14 to
               Form 10-Q for the quarter ended July 31, 1997 (Commission
               File No. 001-08772).  The Amended Credit Agreement
               contains a table of contents identifying the contents of
               Schedules and Exhibits, all of which have been omitted. 
               The Company agrees to furnish a supplemental copy of any
               omitted Schedule or Exhibit to the Commission upon
               request.

         10.11 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, filed as
               Exhibit 10.15 to Form 10-Q for the quarter ended July 31,
               1997 (Commission File No. 001-08772).

         10.12 Hughes Supply, Inc. 1997 Executive Stock Plan (the
               "Plan") incorporated by reference to the description
               of the Plan set forth under Exhibit A of the
               Registrant's Proxy Statement for the Annual Meeting of
               Shareholders to be held May 20, 1997 (Commission
               File No. 001-08772).

         10.13 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.

     (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 30, 1998.

     (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.




                                Page 21

     (23) Consents of experts and counsel.

          23.1 Consent of Price Waterhouse LLP.

     (24) Power of attorney.  Not applicable.

     (27) Financial Data Schedule.

          27.1 Financial Data Schedule (filed electronically only).

          27.2 Restated Financial Data Schedule (filed electronically
               only).

          27.3 Restated Financial Data Schedule (filed electronically
               only).

     (99) Additional exhibits.

          99.1 Location of facilities.

     (d)  Financial Statement Schedules

     Financial statements and financial statement schedules
     required by Regulation S-X which are excluded from the annual
     report to shareholders by Rule 14a-3(b).  Not applicable.































                                Page 22

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, Treasurer,
                                        Chief Financial Officer and
                                        Chief Accounting Officer

Date:  April 20, 1998

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/ A. Stewart Hall, Jr.   
David H. Hughes                         A. Stewart Hall, Jr.
April 20, 1998                          April 20, 1998
(Director)                              (Director)

/s/ John D. Baker, II                                              
John D. Baker, II                       Clifford M. Hames
April 20, 1998                          April 20, 1998
(Director)                              (Director)

/s/ Robert N. Blackford                 /s/ Vincent S. Hughes      
Robert N. Blackford                     Vincent S. Hughes
April 20, 1998                          April 20, 1998
(Director)                              (Director)

/s/ H. Corbin Day                       /s/ Herman B. McManaway    
H. Corbin Day                           Herman B. McManaway
April 20, 1998                          April 20, 1998
(Director)                              (Director)

/s/ John B. Ellis                       /s/ Donald C. Martin       
John B. Ellis                           Donald C. Martin
April 20, 1998                          April 20, 1998
(Director)                              (Director)

                              




                                Page 23
                          HUGHES SUPPLY, INC.

       INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES

The following consolidated financial statements of the Registrant and
its subsidiaries included in the Registrant's Annual Report to
Shareholders for the fiscal year ended January 30, 1998, are
incorporated by reference:

                                                       Annual
                                                       Report
                                                        Page 


     Consolidated Statements of Income
      for the years ended January 30, 1998,
      January 31, 1997 and January 26, 1996              13

     Consolidated Balance Sheets as of
      January 30, 1998 and January 31, 1997              14

     Consolidated Statements of Shareholders'
      Equity for the years ended January 30,
      1998, January 31, 1997 and January 26, 1996        15

     Consolidated Statements of Cash Flows for
      the years ended January 30, 1998,
      January 31, 1997 and January 26, 1996              16

     Notes to Consolidated Financial Statements          17

     Report of Independent Certified
      Public Accountants                                 26


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 24
               INDEX OF EXHIBITS FILED WITH THIS REPORT



  3.2          Composite By-Laws, as amended.

 10.1          Amendments to leases between Hughes, Inc. and Hughes
               Supply, Inc., dated April 1, 1998, amending the leases
               for the thirteen properties listed in Exhibit 10.1(b),
               (d) and (e).

 10.4          Director's Stock Option Plan, as amended.

10.13          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.

 13.1          Information incorporated by reference into Form 10-K from
               the Annual Report to Shareholders for the fiscal year
               ended January 30, 1998.

 21.1          Subsidiaries of the Registrant.

 23.1          Consent of Price Waterhouse LLP.

 27.1          Financial data schedule (filed electronically only).

 27.2          Restated financial data schedule (filed electronically  
               only).

 27.3          Restated financial data schedule (filed electronically
               only).

 99.1          Location of facilities.



















                                Page 25