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 28, 2000

                                       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)        (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)


                                     Page 1
<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. [ ]

State the aggregate market value of the voting stock held by  non-affiliates  of
the registrant: $347,827,104 as of April 14, 2000.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest  practicable  date:  23,589,078  shares of Common
Stock ($1.00 par value) as of April 14, 2000.

                       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 28, 2000 (designated portions).

     Part II   -    Annual  Report to  Shareholders  for the  fiscal  year ended
                      January 28, 2000 (designated portions).

     Part III  -    Definitive  Proxy  Statement for the 2000 Annual  Meeting of
                      Shareholders (designated portions).

     Part IV   -    Annual  Report to  Shareholders  for the  fiscal  year ended
                      January 28, 2000 (designated portions).


                                     Page 2


<PAGE>


                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                     PART I

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

Item 2.  Properties .......................................................   15

Item 3.  Legal Proceedings ................................................   15

Item 4.  Submission of Matters to a Vote of Security Holders...............   15

                                     PART II

Item 5.  Market for Registrant's Common Equity and Related
         Stockholder Matters ..............................................   16

Item 6.  Selected Financial Data ..........................................   16

Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations ..............................   16

Item 7A. Quantitative and Qualitative Disclosures About Market Risk........   16

Item 8.  Financial Statements and Supplementary Data ......................   17

Item 9.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure ..............................   17

                                    PART III

Item 10. Directors and Executive Officers of the Registrant................   18

Item 11. Executive Compensation ...........................................   18

Item 12. Security Ownership of Certain Beneficial Owners and Management ...   18

Item 13. Certain Relationships and Related Transactions ...................   18

                                     PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K ..   19

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

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

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


                                     Page 3
<PAGE>

                                     PART I

ITEM 1. BUSINESS

GENERAL

     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) is one of the largest
diversified  wholesale  distributors of construction  and industrial  materials,
equipment and supplies to  commercial  construction,  residential  construction,
industrial and public  infrastructure  markets in North  America.  Hughes Supply
operates  primarily in the  southeastern,  southwestern  and  midwestern  United
States.  The  Company,  founded  in 1928,  distributes  over  250,000  products,
representing   five  major   product   categories,   through  488  branches  and
distribution centers located in 32 states and Mexico.

     The Company focuses on distributing products that leverage its strengths in
inventory  management,  specialized sales forces by product group,  distribution
and  logistics,  credit  management,  information  technology  and  mergers  and
acquisitions.  The Company has increasingly  focused on value-added products and
services,  including  integrated supply arrangements,  fabrication,  facilities,
management and the development of national accounts.

     The Company employs a specialized  and experienced  sales force for each of
its product  groups to best serve its  customers.  Management  believes  that no
other company  competes  against Hughes Supply across all of its product groups.
The Company  sells its  products to customers  in the  commercial  construction,
residential construction, public infrastructure and industrial markets.

     At the  commencement  of fiscal  year 2001,  Hughes  Supply  completed  its
planned  reorganization  into five strategic  business units  ("SBUs"),  each of
which is led by a group president and includes a staff dedicated to the unit. An
SBU is organized around each of the following five broad product categories:

     -    Electrical and Electric Utility;
     -    Plumbing/Heating, Ventilation, and Air Conditioning ("HVAC");
     -    Water and Sewer;
     -    Industrial Pipe, Valves and Fittings ("Industrial PVF"); and
     -    Building Materials/Pool and Spa/Maintenance Supplies.

     This  improved  product-driven  organizational  structure  is  designed  to
enhance the Company's already strong, competitive position in the marketplace by
intensifying  the Company's focus on satisfying  customer  needs,  strengthening
vendor  relationships  and  streamlining  the  decision-making  processes at the
Company.

     In recent  years,  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 net sales and profitability.


                                     Page 4
<PAGE>

INDUSTRY OVERVIEW

     Based on estimates  available to the Company,  industry sales in the United
States of products  sold by the Company  exceeded  $200 billion in 1999,  and no
wholesale  distributor of these products accounted for more that 5% of the total
market.

     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  group.  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  and  multiple  product
groups and 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.

     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  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 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.

GROWTH STRATEGY

     Hughes Supply's growth  strategy  consists of internal and  acquisition-led
growth.

     Internal Growth

     Hughes Supply has grown  internally  through  increases in same-store sales
and  the  opening  of  new  branches.  Same  store  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 or complete  warehouse  management  contracts.  Since January 27, 1995,
Hughes  Supply has opened 83 new branches. New branches are generally  opened to
fill in  existing  market  areas or to  accommodate  the split  out of  multiple
product group branches.


                                     Page 5
<PAGE>

     Acquisitions

     Hughes Supply pursues an active  acquisition  strategy to capitalize on the
large, growing and highly-fragmented markets in which it competes. Since January
27, 1995, the Company has completed 58 acquisitions  representing  228 branches.
Hughes Supply'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  Hughes  Supply 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 include acquisitions of primarily small companies
          that  distribute  some of the same  product  groups as the  Company in
          geographic  areas already served by Hughes  Supply.  Since January 27,
          1995,   the  Company   has  added  46  branches   through  22  fill-in
          acquisitions,  and the Company's  management believes that significant
          additional fill-in acquisition opportunities are available.

     -    New market acquisitions  represent the addition of new product groups,
          primarily  within the Company's  existing product  categories,  or the
          entry  into new  geographic  markets,  or both.  During  the last five
          fiscal years,  the Company has  completed 36 new market  acquisitions,
          adding 182  branches.  During such  period,  the  Company's  principal
          acquisition criteria has been to:

               -    add products and product  groups with higher gross
                    margins;

               -    increase sales to the  replacement  and industrial
                    markets  (that tend to be less  cyclical  than new
                    construction markets);

               -    achieve greater geographical diversification;

               -    develop   additional   opportunities   for  future
                    fill-in acquisitions and new branch openings; and

               -    expand its current  product  offering from leading
                    suppliers.

     Since  January  29,  1999,  the  Company  has  acquired  several  wholesale
distributors, including:

       (i)    W.C. Caye and Company,  Inc.,  significantly  increasing
              the  Company's   building   materials  business  in  new
              geographic markets;

       (ii)   Reaction Supply  Corporation,  significantly  increasing
              the fire  protection  part of the  Company's  water  and
              sewer business in new geographic markets; and

       (iii)  Western Utilities Supply Co., significantly  expanding the
              Company's  water and sewer  business  in new  geographic
              markets.


                                     Page 6
<PAGE>

     The following  table  summarizes  the fill-in and  new-market  acquisitions
completed by the Company since January 27, 1995:

<TABLE>
<CAPTION>

                                            Type of       Date of       Number of       Location of              Major
         Company Acquired                 Acquisition   Acquisition      Branches        Operation          Product Categories
------------------------------------------------------------------------------------------------------------------------------------

<S>                                       <C>            <C>                 <C>      <C>                   <C>
Olander & Brophy, Inc.                    New market     March 1995          4              OH, PA          Building Materials/Pool
                                                                                                            & Spa/Maintenance
                                                                                                            Supplies

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

Elec-Tel Supply Company                   Fill-in        April 1995          1                GA            Electrical and Electric
                                                                                                            Utility

Various branches (1)                      Fill-in        June 1995 -         7          AL, FL, KY, NJ,     Electrical and Electric
                                                         December 1995                    SC, TN, VA        Utility; Plumbing/HVAC;
                                                                                                            Building Materials/Pool
                                                                                                            & Spa/Maintenance
                                                                                                            Supplies

Moore Electric Supply, Inc.*              New market     July 1995           4              NC, SC          Electrical and Electric
                                                                                                            Utility

Atlantic Pump & Equipment Companies       Fill-in        September 1995      3                FL            Building Materials/Pool
                                                                                                            & Spa/Maintenance
                                                                                                            Supplies

Florida Pipe & Supply Company*            New market     December 1995       -                FL            Industrial PVF

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

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

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

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

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

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

JuNo Industries, Inc. and J.I. Services   New market     September 1996      4              FL, GA          Plumbing/HVAC
Corporation*

Palm Pool Products, Inc.*                 New market     September 1996      2              MI, OH          Building Materials/Pool
                                                                                                            & Spa/Maintenance
                                                                                                            Supplies

Coastal Wholesale, Inc.                   Fill-in        November 1996       1                FL            Building Materials/Pool
                                                                                                            & Spa/Maintenance
                                                                                                            Supplies

J & J, Inc.                               New market     November 1996       2              GA, TX          Industrial PVF

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

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

Sunbelt Supply Company*                   New market     December 1996       8            LA, TX, VA        Industrial PVF

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

Dixie Forming & Building                  New market     February 1997       5            NC, SC, VA        Building Materials/Pool
Specialities Incorporated                                                                                   & Spa/Maintenance
                                                                                                            Supplies

Gulf Pool Equipment Company               New market     February 1997       3            GA, OK, TX        Building Materials/Pool
                                                                                                            & Spa/Maintenance
                                                                                                            Supplies

Dominion Pipe and Supply Company          New market     May 1997            1                VA            Water and Sewer
and Dominion Pipe Fabricators, Inc.*
</TABLE>


                                                               Page 7
<PAGE>

<TABLE>
<CAPTION>

                                            Type of       Date of       Number of       Location of              Major
         Company Acquired                 Acquisition   Acquisition      Branches        Operation          Product Categories
------------------------------------------------------------------------------------------------------------------------------------

<S>                                       <C>            <C>                 <C>      <C>                   <C>
Gilleland Concrete Products, Inc.         New market     June 1997           1                GA            Water and Sewer

Shrader Holding Co., Inc.*                New market     August 1997         3              AR, TX          Water and Sewer

Workman Developments, Inc.                New market     August 1997         1                WV            Plumbing/HVAC

Supply One                                Fill-in        September 1997      1                OH            Plumbing/HVAC

Allied Metals, Inc.                       New market     October 1997        1                TX            Industrial PVF

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

Superior Concrete Products                Fill-in        December 1997       -                FL            Building Materials/Pool
                                                                                                            & Spa/Maintenance
                                                                                                            Supplies

APPCO Process Equipment                   New market     December 1997       -                NC            Water and Sewer
Company

Mountain Country Supply, Inc.             New market     January 1998        10               AZ            Plumbing/HVAC

International Supply Company, Inc.        New market     January 1998        33               TX            Plumbing/HVAC; Water and
                                                                                                            Sewer
and affilitated operations

Merex Corporation                         New market     January 1998        2              TX, MX          Plumbing/HVAC

Chad Supply, Inc.*                        New market     January 1998        18       AL, FL, GA, KY, LA,   Building Materials/Pool
                                                                                        NC, OH, SC, TN      & Spa/Maintenance
                                                                                                            Supplies

San Antonio Plumbing                      Fill-in        March 1998          14               TX            Plumbing/HVAC
Distributors, Inc.*

United Supply Agencies                    New market     March 1998          1                TX            Building Materials/Pool
                                                                                                            & Spa/Maintenance
                                                                                                            Supplies

Winn-Lange Electric, Inc.*                New market     June 1998           3                TX            Electrical and Electric
                                                                                                            Utility

Windward Supply, Inc.                     New market     August 1998         1                TX            Building Materials/Pool
                                                                                                            & Spa/Maintenance
                                                                                                            Supplies

US Fusion, Inc.*                          New market     September 1998      1                LA            Plumbing/HVAC

Douglas Leonhardt and                     New market     October 1998        3            GA, NC, TN        Water and Sewer
Associates, Inc.

Municipal and Contractor Sales, Inc.      New market     November 1998       4                MD            Water and Sewer

Rainbow Sales Co., Inc.                   New market     December 1998       3              NC, VA          Building Materials/Pool
                                                                                                            & Spa/Maintenance
                                                                                                            Supplies

Florida Electric Supply, Inc.             Fill-in        December 1998       1                FL            Electrical and Electric
                                                                                                            Utility

Kamen Supply Company, Inc.                New market     January 1999        10             CO, KS          Plumbing/HVAC

American Industrial Precast               New market     January 1999        2                TX            Water and Sewer
Products, Inc.
</TABLE>

                                                               Page 8
<PAGE>

<TABLE>
<CAPTION>

                                            Type of       Date of       Number of       Location of              Major
         Company Acquired                 Acquisition   Acquisition      Branches        Operation          Product Categories
------------------------------------------------------------------------------------------------------------------------------------

<S>                                       <C>            <C>                <C>       <C>                   <C>
Stewart Supply Company, Inc.              Fill-in        February 1999       -              TX              Building Materials/Pool
                                                                                                            & Spa/Maintenance
                                                                                                            Supplies

State Wholesale Supply, Inc.              Fill-in        March 1999          1              NC              Plumbing/HVAC

W.C. Caye and Company, Inc.               New market     March 1999          11       AL, FL, GA, SC        Building Materials/Pool
                                                                                                            & Spa/Maintenance
                                                                                                            Supplies

Turf Irrigation & Water Works             Fill-in        May 1999            4              AZ              Water and Sewer

Water Works Supply                        Fill-in        May 1999            2              VA              Water and Sewer

Reaction Supply Corporation               New market     September 1999      8          AZ, CA, NV          Water and Sewer

Plumbing & Mechanical Supply              Fill-in        October 1999        1              FL              Plumbing/HVAC
Company, Inc.

Western Utilities Supply Co., Inc.        New market     February 2000       7          AK, MT, WA          Water and Sewer
                                                                            ---

                                           TOTAL                            228
                                                                            ===
</TABLE>


* Accounted for as pooling of interests.

(1)  Facilities acquired in purchases of assets from four entities.


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,
and centralizing,  at the corporate level, the administrative responsibility for
certain functions such as credit, human resources, finance and accounting, legal
and information technology.

     At the  commencement  of fiscal 2001,  Hughes Supply  completed its planned
reorganization  centered solely around the Company's main product  categories by
creating  five  SBUs,  each of  which  is led by a group  president.  Under  the
reorganized  structure,  the  Company's  branches are grouped into  territories,
territories  into  districts,   and  districts  into  SBUs.  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 two or more  territory  managers  who report to them and regional
managers  have two or more  district  managers  who  report to them.  Before the
reorganization,  the Company was  organized  into regions which were mixtures of
geographic  and product group  categories.  The Company's  prior  organizational
structure also differed in that district and territory  managers reported to the
Company's  Regional  Vice  Presidents  who, in turn,  reported to the  Company's
President.  Management  believes that this  reorganization will provide improved
support for the Company's  expected future growth through  acquisitions,  create
increased  customer focus and vendor recognition by product category and improve
and  accelerate  decision  making while  increasing  the overall  administrative
efficiency.


                                     Page 9
<PAGE>

     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 groups and operates as a separate profit center with its
     own  experienced  sales force which is specialized  by product group.  Each
     branch manager has the authority and responsibility to set pricing,  tailor
     the inventory  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,  maintaining  adequate  inventory levels,  cost
     controls  and  customer  relations.  A  substantial  portion  of  a  branch
     manager's  compensation is dependent on his 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 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.

          Comprehensive and Diversified  Product Groups. As part of its emphasis
     on superior customer service, the Company offers more that 250,000 products
     in its product  categories 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 provide 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  industrial),  which  lessens its
     dependence  upon  market  conditions  applicable  to  any  of  its  product
     categories or any single sector of the construction industry.  Such 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  generally  has  experienced  a low  rate of  turnover  within  its
     management  and sales force ranks.  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.


                                     Page 10
<PAGE>

          Centralized  Administrative  Functions.  The Company  has  centralized
     certain administrative  functions such as credit, human resources,  finance
     and accounting, legal and management information systems. Centralization of
     human  resources,  finance and accounting  functions  ensure  conformity in
     policy and lower  overall  cost of  administration.  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.

          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.

PRODUCTS

     The  Company  distributes  products  in the  following  five  main  product
     categories:

     -    Electrical/Electric   Utility:   Electrical   supplies;   residential,
          commercial,  and industrial  electrical  fixtures and other  specialty
          fixtures; and electric utility supplies and related hardware;

     -    Plumbing/HVAC:   Plumbing  fixtures  and  related  fittings;  plumbing
          accessories and supplies; residential, commercial and industrial water
          heaters;  HVAC equipment;  and refrigeration  equipment,  supplies and
          service parts;

     -    Water and Sewer: Waterworks and industrial supplies; pre-cast concrete
          tested utility and fire line vaults;  and fire protection  fabrication
          and supplies and related hardware and accessories;

     -    Industrial PVF: Mechanical and welded pipe, valves and fittings;  high
          performance valves; specialty pipe; and stainless steel and other high
          alloy pipe, plate, valves and fittings; and

     -    Building     Materials/Pool    and    Spa/    Maintenance    Supplies:
          Concrete-forming  products,  tools,  forms and  accessories;  road and
          bridge products;  above-ground  and in-ground pool packages;  cleaning
          equipment  and water  treatment  supplies;  and  multi-family  housing
          maintenance supplies.


                                     Page 11
<PAGE>

SALES AND MARKETING

     The Company employs  approximately  950 outside sales  representatives  who
call  on and  work  with  professional  buyers  such as  architects,  engineers,
manufacturers'   representatives,   purchasing  agents,  plant  superintendents,
foremen and job specifiers for  contractors  and  subcontractors.  The Company's
outside sales  representatives  provide product  specifications  and usage data,
design  alternatives,  and job  quotes  to  professional  buyers in an effort to
assist them in fulfilling  their material  needs.  This sales force also assists
with  custom  design  projects  for  customers   providing   assistance  through
brainstorming, story boarding, graphic design and photography.

     Approximately 680 inside account  executives  expedite orders,  deliveries,
quotations,  requests for pricing and the release of products for delivery. Most
orders and  shipment  releases  are  delivered  by the  Company's  trucks to the
customers' offices, job sites or plants.

DISTRIBUTION AND LOGISTICS

     The Company's  distribution  network  consists of branches and distribution
centers in the United  States (483) and Mexico (5). The  efficient  operation of
the Company's  distribution  network is critical in providing quality service to
its  specialized  customer  base.  The  Company's  distribution  centers and the
branches  connected  to a  distribution  center,  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  Florida,   Georgia  and  Arizona  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.

CUSTOMERS AND SUPPLIERS

     The Company currently serves over 125,000 customers, and no single customer
accounts for more than 1% of total annual sales.  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  11,000   manufacturers  and
suppliers  of  which  approximately  750 are  currently  part  of the  Company's
Preferred Vendor Program.  The Company  instituted this Preferred Vendor Program
to  leverage  its  existing  relationships  with a number  of  suppliers  and 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  suppliers  offer lower
prices and  rebate  programs  to the  Company.  The  Company  actively  solicits
volume-purchasing  discounts  and  rebates  from its  preferred  vendors  and is
constantly  working to expand its Preferred  Vendor Program.  No single supplier
accounted for more than 5% of the Company's total purchases during fiscal 2000.


                                     Page 12
<PAGE>

INFORMATION TECHNOLOGY

     The  Company's  Information  Technology  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 Information  Technology  systems is necessary to provide a
platform to implement its e-commerce initiatives and to allow it to continue its
strategic growth initiatives.

     Over the last three fiscal years,  the Company has  consolidated the number
of  operating  systems from 35 to 15 and plans to reduce such number to seven by
the end of fiscal year 2001. The Company believes that this consolidation 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 acquisitions.

     Hughes Supply's multi-pronged approach to e-commerce strategy focuses upon:
(i) expanding net sales through greater  customer  reach,  extended hours (i.e.,
24/7/365)  and  broader  product  offerings;  and (ii)  lowering  costs  through
streamlined  selling,  general  and  administrative  costs,  improved  inventory
management  and  lower  product  procurement  costs.  In  addition,   e-commerce
solutions in the wholesale  distribution business are ideally suited to national
account programs and integrated supply chain management,  important growth areas
of the Company.

     The key elements of the Company's e-commerce initiatives are:

     -    hughessupply.com:  This web site, when fully operational,  will enable
          the  Company's  customers to order  products  directly via  electronic
          commerce,  as well as allow the  Company  to place  direct  electronic
          orders with vendors for the majority of its products. Fulfillment will
          be done from the existing  branch  network.  The overall  reduction in
          paper  flow is  expected  to reduce  procurement  costs.  This site is
          currently being developed internally by the IT group.

     -    supplyFORCE.com:  The Company has  committed to  participate  in a new
          advanced  internet  system  organized by  Affiliated  Distributors,  a
          cooperative  of  supply  houses in which  Hughes  Supply is one of the
          largest  members.  This system will be an  e-commerce  site focused on
          national  accounts and integrated  supply targeted  toward  industrial
          customers and is expected to be operational during fiscal year 2001.

     -    bestroute.com:  The Company made a significant  minority investment in
          bestroute.com, a new internet supply house that targets slower-moving,
          hard-to-find inventory items to industrial concerns and contractors on
          a national basis. bestroute.com's site became operational on March 31,
          2000 and is currently serving as a source of industry information. The
          commerce part of this site is expected to become  operational  June 1,
          2000.


                                     Page 13
<PAGE>

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 groups.  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 and spa
supplies,  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.

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 28, 2000,  inventories  constituted  approximately  36% of the Company's
total assets.

EMPLOYEES

     As of January  28,  2000,  the Company had  approximately  7,800  employees
consisting of approximately 15 executives, 1,840 managers, 1,630 sales personnel
and 4,315 other employees,  including truck drivers, warehouse personnel, office
and clerical workers. Over the last year, the Company's work force has increased
approximately   8%   compared  to  the  prior  year  as  a  result  of  business
acquisitions,   increased   sales   volume  and   personnel   required  for  its
administrative  functions.  The  Company  considers  its  relationship  with its
employees to be good.

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 Exchange 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 the
Company  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.  The Company's actual results may differ significantly from
the results  discussed in such  forward-looking  statements.  When  appropriate,
certain  factors  that  could  cause  results  to differ  materially  from those
projected in the forward-looking statements are enumerated. The foregoing should
be read in conjunction with the Company's  consolidated financial statements and
the notes thereto contained herein.


                                     Page 14
<PAGE>

ITEM 2. PROPERTIES

     The Company leases  approximately  52,000 square feet of an office building
in Orlando,  Florida for its  headquarters.  In  addition,  the Company  owns or
leases 488 facilities in 32 states and Mexico. 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, three 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.


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 28, 2000.


                                     Page 15
<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  11 of  the  Notes  to
Consolidated Financial Statements of the Company's Annual Report to Shareholders
for the  fiscal  year ended  January  28,  2000,  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 28, 2000, 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 28,  2000,  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 section  "Inflation  and Changing  Prices"  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 28,
2000,  a copy of which  is filed as an  exhibit  to this  Report  and the  cited
portion of which is incorporated herein by reference.


                                     Page 16
<PAGE>

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.

     (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 28,  2000,  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 17

<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
2000 Annual Meeting of Shareholders.


                                     Page 18
<PAGE>

                                     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
28, 2000.

     (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).


                                     Page 19
<PAGE>

     (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, incorporated by reference to 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,  incorporated by reference
                    to 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, incorporated
                    by reference to 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,
                    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).

               (e)  Lease 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


                                     Page 20

<PAGE>

               (f)  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).

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

          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 Hughes Supply, Inc. 1997 Executive Stock Plan.

          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  September  29,  1999,  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 October 31, 1999 (Commission File
               No.  001-08772).  The Revolving 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.


                                     Page 21

<PAGE>

         10.11 Line of Credit  Agreement,  dated  as of  January  26,  1999 and
               amended on  September  29,  1999,  by and among the Company and a
               group of banks,  incorporated  by reference  to Exhibit  10.12 to
               Form 10-Q for the quarter ended October 31, 1999 (Commission File
               No. 001-08772).  The Line of 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.

         10.12 Bridge Revolving  Credit  Agreement,  dated as of  November  30,
               1999,  by and  between the Company  and  SunTrust  Bank,  Central
               Florida, N.A.

     (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
               28, 2000.

     (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.

     (27) Financial Data Schedule.

          27.1 Financial Data Schedule (filed electronically only).

     (99) Additional exhibits.

          99.1 Location of Facilities.


                                     Page 22
<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, Treasurer,
                                               Chief Financial Officer and
                                               Chief Accounting Officer

Date: April 24, 2000

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 24, 2000                                   April 24, 2000
(Director)                                       (Director)


/s/ John D. Baker II                             /s/ Vincent S. Hughes
----------------------------                     ----------------------
John D. Baker II                                 Vincent S. Hughes
April 24, 2000                                   April 24, 2000
(Director)                                       (Director)


/s/ Robert N. Blackford                          /s/ William P. Kennedy
----------------------------                     ----------------------
Robert N. Blackford                              William P. Kennedy
April 24, 2000                                   April 24, 2000
(Director)                                       (Director)


/s/ H. Corbin Day
----------------------------
H. Corbin Day
April 24, 2000
(Director)


                                     Page 23

<PAGE>

                               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 28, 2000, are incorporated by reference:

                                                                          Annual
                                                                          Report
                                                                            Page
                                                                            ----


     Consolidated Statements of Income
      for the years ended January 28, 2000,
      January 29, 1999 and January 30, 1998                                  17

     Consolidated Balance Sheets as of
      January 28, 2000 and January 29, 1999                                  18

     Consolidated Statements of Shareholders'
      Equity for the years ended January 28, 2000,
      January 29, 1999 and January 30, 1998                                  19

     Consolidated Statements of Cash Flows for
      the years ended January 28, 2000,
      January 29, 1999 and January 30, 1998                                  20

     Notes to Consolidated Financial Statements                              21

     Report of Independent Certified
      Public Accountants                                                     30


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

<PAGE>

                    INDEX OF EXHIBITS FILED WITH THIS REPORT



     10.7 Hughes Supply, Inc. 1997 Executive Stock Plan.

    10.12 Bridge Revolving Credit Agreement,  dated as of November 30, 1999, by
          and between the Company and SunTrust Bank, Central Florida, N.A.

     13.1 Information  incorporated  by reference into Form 10-K from the Annual
          Report to Shareholders for the fiscal year ended January 28, 2000.

     21.1 Subsidiaries of the Registrant.

     23.1 Consent of PricewaterhouseCoopers LLP.

     27.1 Financial Data Schedule (filed electronically only).

     99.1 Location of Facilities.



                                     Page 25