HUGHES SUPPLY, INC.
    AMENDED SENIOR EXECUTIVES' LONG-TERM INCENTIVE BONUS PLAN
                Adopted by the Board of Directors
                         January 25, 1996


     1.   History and Purpose.     The Hughes Supply, Inc. Senior
Executives' Long-Term Incentive Bonus Plan (the "Long-Term Plan")
was adopted by the Board of Directors of Hughes Supply, Inc. (the
"Company") on March 15, 1995 as an on-going performance based
incentive bonus plan to permit the Board of Directors (the "Board")
to provide for incentive compensation to reward key senior
executives for achieving specified Company performance goals.  The
Long-Term Plan was approved by the shareholders of the Company at
the Annual Meeting of Shareholders held on May 23, 1995.  The 
Long-Term Plan was amended by the Board on January 25, 1996 to provide
for administration of the Long-Term Plan by the Senior Executives
Long-Term Incentive Bonus Plan Committee and to otherwise amend the
Long-Term Plan to permit payments under the Long-Term Plan to
qualify for exemption under Securities and Exchange Commission Rule
16b-3 ("Rule 16b-3").

     2.   Plan Administration.  The Long-Term Plan shall be
administered by the Senior Executives Long-Term Incentive Bonus
Plan Committee (the "Plan Committee") appointed by the Board.  The
Plan Committee shall consist of not less than two (2) members of
the Board.  The Board may from time to time remove members from, or
add members to, the Plan Committee.  Vacancies on the Plan
Committee, howsoever caused, shall be filled by the Board.  The
Plan Committee shall elect one of its members as Chairman, and
shall hold meetings at such times and places as it may determine. 
Acts of the Plan Committee taken by a majority of the Plan
Committee at a meeting at which a quorum is present, or acts
reduced to or approved in writing by a majority of the members of
the Plan Committee, shall be the valid acts of the Plan Committee. 
Each member of the Plan Committee shall be a "disinterested person"
within the meaning of Rule 16b-3.

     The interpretation and construction by the Plan Committee of
any provisions of the Long-Term Plan or of performance plan adopted
thereunder or incorporated therein shall be final.  No member of
the Plan Committee shall be liable for any action or determination
made in good faith with respect to the Long-Term Plan or any
performance plan adopted thereunder or incorporated therein.
  
     3.   Operation of the Plan.   Under the Long-Term Plan, the
Plan Committee, in its sole discretion, may establish separate
performance plans for separate performance periods, establish
performance goals for such performance periods, designate the
participants to participate in such performance plans, and
establish the performance plan bonus payments to be made to such
participants if the required performance goals are achieved.  

     4.   Performance Periods.     The Plan Committee may establish
individual performance plans under the Long-Term Plan for any
performance period consisting of one or more fiscal years of the
Company.  Any such performance plan shall be designated by
reference to the final Company fiscal year included in the
applicable performance period so that, for example, the performance
plan for the performance period including the Company's three
fiscal years up to and including the 1997 fiscal year is designated
under the Long-Term Plan as the "1997 Performance Plan."

     5.   Performance Goals.  With respect to any performance plan
adopted under the Long-Term Plan, the Plan Committee shall
determine Company performance goals which must be met during the
performance period of that performance plan to entitle a
participant in that performance plan to the payment of a
performance plan bonus payment.  Such performance goals may be
defined with respect to earnings criteria, return on investment, or
any other measure of Company performance deemed by the Plan
Committee to be relevant to the Board's long-term goals for the
overall operation of the Company.

     6.   Plan Participants.  The Plan Committee shall be solely
responsible for designating the participants under each performance
plan from among the Company's senior executive management employees
which the it considers most instrumental in achieving the required
performance goals.  

     7.   Bonus Payments.  In establishing a performance plan the
Plan Committee shall also establish the amount of, or method for
determining the amount of, and form of payment of, any performance
plan bonus payment which would become payable to each participant
under that performance plan if the required performance goals are
met.  

     8.   Form of Bonus Payments.  Under the Long-Term Plan, the
Plan Committee may specify that all or any portion of a performance
plan bonus payment may be in shares of common stock of the Company. 

     9.   Maximum Number of Shares Awarded under the Long Term
Plan; Value of Shares Awarded.  The maximum aggregate number of
shares of common stock which may be paid to participants as
performance plan bonus payments under performance plans adopted
under the Long-Term Plan shall be 100,000 shares.  For any payment
of a performance plan bonus payment in shares of common stock, such
common stock shall be valued at its fair market value, determined
as the closing price of the common stock on the New York Stock
Exchange on the last trading day of the performance period for the
subject performance plan (the "Fair Market Value").  

     10.  Term of Plan; Termination.  The term of the Long-Term
Plan shall be deemed to have commenced with its adoption by the
Board on March 15, 1995 and shall end on the final day of the
Company's 2003 fiscal year unless terminated earlier by action of
the Board.  No performance plan may be adopted under the Long-Term
Plan which shall extend beyond the stated term of the Long-Term
Plan.  The Board may terminate the Long-Term Plan at any time
provided that any performance plan adopted prior to such
termination shall continue in effect until the end of the
applicable performance period and the payment of any performance
plan bonus payment required thereunder. 

     11.  Comparable Prior Plans; Incorporation.  The Long-Term
Plan has been adopted based, in large measure, upon Company's
favorable experience with similar ad hoc plans adopted in prior
years.  Because it is anticipated but not required, that additional
performance plans adopted under the Long-Term Plan will be
comparable to these prior plans, the Existing Plans (as hereafter
defined in Section 12) are expressly incorporated into the Long-Term 
Plan.  By incorporating the Existing Plans into the Long-Term
Plan, the Existing Plans shall be subject to the aggregate
limitation of 100,000 shares of common stock for bonus payments
under the Long-Term Plan.

     12.  The Existing Plans Incorporated into the Long-Term Plan. 

          (a)  On May 24, 1994 and March 15, 1995, respectively,
the Board established senior executives' long-term incentive bonus
plans for the three fiscal year performance periods ending on
January 24, 1997 (the "1997 Performance Plan") and for the three
fiscal year performance period ending on the last day of the fiscal
year to be ended January 30, 1998 (the "1998 Performance Plan")
(collectively, the "Existing Plans").  Each of the Existing Plans
is incorporated into the Long-Term Plan.  The Long-Term Plan
approved by the shareholders at the 1995 Annual Meeting included
the Existing Plans incorporated therein.

          (b)  Each of the Existing Plans has been established with
performance goals which require continuing growth in the Company's
earnings per share during the applicable performance period.  The
Chief Executive Officer, the President, and the Chief Financial
Officer are designated as participants under each of the Existing
Plans.  The Plan Committee shall have the sole discretion to
interpret and apply the performance goals and to approve any
payment to the  participants under the Existing Plans.    

          (c)  Under each of the Existing Plans the plan
participants would receive a performance plan bonus payment,
depending upon the Company's earnings for the applicable
performance period, of from 25% to 100% of base salary for the
final year of such performance period.  Such performance plan bonus
payment, if any, would be paid 50% in cash and 50% in common stock
following the end of the final year of the performance period.  The
number of shares of common stock applicable to such possible
aggregate performance plan bonus payments would be the number of
shares, at the Fair Market Value, represented by 50% of the maximum
estimated aggregate amount of such performance plan bonus payments. 
The Plan Committee shall have the sole discretion to determine the
amount of any performance plan bonus payment and the amount of any
such performance plan bonus payment payable in stock and the amount
of any such bonus plan payment payable in cash under the Existing
Plans.

     13.  Registration of Plan Bonus Shares.  Shares of the
Company's common capital stock to be issued pursuant to the Long-Term 
Plan will be registered under the Securities Act of 1933 if
such registration is determined, in the opinion of management of
the Company and its legal counsel, to be required or advisable.  It
is also the intention of the Company to register the shares on the
New York Stock Exchange.

     14.  Six Month Holding Period Applicable to Rule 16b-3
Exemption.  In connection with any performance plan bonus payment
under the Long-Term Plan payable in stock the Plan Committee shall
advise each participant receiving such payment in stock of the
provisions of subparagraph (1) of paragraph (c) of Rule 16b-3 which
require the participant to hold such shares of stock for a period
of six after the last day of the performance period for which such
payment is made as a condition to the availability of the exemption
under Rule 16b-3.


(f:\corp\032\hughes\ltip.amd)