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 29, 1999

                               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
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.   [X]

State the aggregate market value of the voting stock held by non-
affiliates of the registrant:  $467,435,276 as of April 16, 1999.

Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable
date:  23,598,410 shares of Common Stock ($1.00 par value) as of
April 16, 1999.

               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 29, 1999 (designated
                    portions).

     Part II -      Annual Report to Shareholders for the fiscal
                    year ended January 29, 1999 (designated
                    portions).

     Part III-      Definitive Proxy Statement for the 1999 Annual
                    Meeting of Shareholders (designated portions).

     Part IV -      Annual Report to Shareholders for the fiscal
                    year ended January 29, 1999 (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 ..........   16

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, and operates primarily in the southeastern,
southwestern and midwestern United States.  The Company distributes over
240,000 products through 453 branches located in 29 states, Mexico and
Puerto Rico.  The Company's principal customers are electrical, plumbing
and mechanical contractors, electric utility companies, property
management companies, municipalities and industrial companies. 
Industrial companies include companies in the petrochemical, food and
beverage, pulp and paper, mining, pharmaceutical and marine industries. 
Management believes that the Company holds a significant market share in
the majority of its local markets.

     The Company focuses on distributing products that leverage its
strengths in inventory management, specialized sales forces,
distribution expertise, credit management and information technology. 
The Company distributes nine different product groups which it has
classified into three major product categories:

     -    Fluid Control Products, consisting of the Company's industrial
          pipe, plate, valves and fittings, plumbing, water and sewer,
          and water systems product groups;

     -    Electrical Products, consisting of the Company's electrical
          and electric utilities product groups; and

     -    Specialty Products, consisting of the Company's air
          conditioning and heating, building materials, and pool and spa
          equipment and supplies product groups. 
 
     The Company employs a specialized and experienced sales force for
each of its nine product groups.  Management believes that no other
company competes against the Company across all of its product groups.

     The Company sells its products to customers in the commercial,
residential, infrastructure and industrial markets.  In recent years,
the Company has focused its internal growth and acquisitions to a
greater extent 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

     The Company has established a growth strategy that includes
acquisitions and internal growth.  Since January 28, 1994, the Company
has completed 57 acquisitions representing 239 branches.  In this same
time period, the Company has also grown internally through increases in
comparable branch net sales, 70 new branch openings and the addition of
new product groups.

     The Company pursues an active acquisition program to capitalize on
the opportunities presented by its industry's substantial size and
highly fragmented ownership structure.  Management believes that
acquisitions generally represent the most cost effective way for the
Company to enter new geographic markets.  Acquisitions also provide
opportunities for the Company to gain market share and to enhance and
diversify its product offerings.

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
1998, and no wholesale distributor of these products accounted for more
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.  Furthermore, 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 the Company'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 

                                Page 5
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.

ACQUISITION STRATEGY

     The Company's acquisition strategy focuses on acquiring profitable
wholesale distribution businesses with strong management teams and well-
developed market positions and customer relationships.  The Company
categorizes its acquisitions as fill-in acquisitions or new-market
acquisitions.

     Fill-in acquisitions are generally smaller in size and represent
new branches that distribute some of the same product groups as the
Company in geographic areas that the Company already services.  Since
January 28, 1994, the Company has added 45 branches through fill-in
acquisitions, and 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 increasingly focused on new-market
acquisitions in order to:

     -    add products and product groups with higher gross margins;

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

     -    achieve greater geographic diversification; and

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

     Since January 30, 1998, the Company has acquired several wholesale
distributors, including:

     (i)       San Antonio Plumbing Distributors, Inc., significantly
               increasing the Company's plumbing and water and sewer
               business in existing geographic markets;

     (ii)      Winn-Lange Electric, Inc., significantly increasing the
               Company's electrical business in new geographic markets;

     (iii)     Douglas Leonhardt and Associates, Inc., significantly
               expanding the Company's offering of fire protection
               products and services and significantly increasing the
               Company's water and sewer business in new and existing
               geographic markets;




                                Page 6
     (iv)      Florida Electric Supply, Inc., significantly increasing
               the Company's electrical and electric utilities business
               in existing geographic markets;

     (v)       Kamen Supply Company, Inc., significantly increasing the
               Company's plumbing business in new geographic markets;
               and 

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

     The following table summarizes the fill-in and new-market
acquisitions completed by the Company since January 28, 1994:

<TABLE>
<CAPTION>
                                Type of          Date of           Number of      Location of
Acquisition                   Acquisition      Acquisition         Branches       Operation          Major Product Categories
-----------                   -----------      -----------         --------       -----------        ------------------------
<S>                           <C>              <C>                 <C>            <C>                <C>
Florida and Georgia           Fill-in          February 1994-           4         FL,GA              Electrical; Fluid Control
branches (1)                                   September 1994                

Treaty Distribution           New-market       January 1995            16         IN,OH              Fluid Control; Specialty
Group branches                                         

Olander & Brophy, Inc.        New-market       March 1995               4         OH,PA              Fluid Control; Specialty

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

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

Various branches (2)          Fill-in          June 1995-               7         AL,FL,KY,NJ,       All
                                               December 1995                      SC,TN,VA  

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

Atlantic Pump &               Fill-in          September 1995           4         FL,PR              Fluid Control; Specialty
Equipment Companies

Florida Pipe &                New-market       December 1995            1         FL                 Fluid Control
Supply Company*                                        

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

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

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

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

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

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

JuNo Industries, Inc.         New-market       September 1996           5         FL,GA              Fluid Control
and J.I. Services                                      
Corporation*



                                  Page 7

                                                  
<CAPTION>
                                Type of          Date of           Number of      Location of
Acquisition                   Acquisition      Acquisition         Branches       Operation          Major Product Categories
-----------                   -----------      -----------         --------       -----------        ------------------------
<S>                           <C>              <C>                 <C>            <C>                <C>
Palm Pool                     New-market       September 1996           2         MI,OH              Fluid Control; Specialty
Products, Inc.*                                        

Coastal Wholesale,            Fill-in          November 1996            1         FL                 Fluid Control; Specialty
Inc.                                                   

J & J, Inc.                   New-market       November 1996            2         GA,TX              Fluid Control

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

Panhandle Pipe &              Fill-in          December 1996            1         WV                 Fluid Control
Supply Co., Inc.*

Sunbelt Supply Company*       New-market       December 1996            9         FL,LA,TX,VA        Fluid Control

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

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

Gulf Pool Equipment           New-market       February 1997            3         GA,OK,TX           Fluid Control; Specialty
Company                                                

Dominion Pipe and Supply      New-market       May 1997                 1         VA                 Fluid Control
Company and Dominion
Pipe Fabricators, Inc.*

Gilleland Concrete            New-market       June 1997                1         GA                 Fluid Control
Products, Inc.

Shrader Holding Co.,          New-market       August 1997              4         AR,TX              Fluid Control
Inc.*

Workman Developments,         New-market       August 1997              1         WV                 Fluid Control
Inc.                                                   

Supply One                    Fill-in          September 1997           1         OH                 Fluid Control

Allied Metals, Inc.           New-market       October 1997             1         TX                 Fluid Control

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

Superior Concrete             Fill-in          December 1997            -         FL                 Specialty
Products                                               

APPCO Process Equipment       New-market       December 1997            1         NC                 Fluid Control
Company                                                

Mountain Country              New-market       January 1998            10         AZ                 Fluid Control; Specialty
Supply, Inc.                                           

International Supply          New-market       January 1998            38         TX                 Fluid Control
Company, Inc. and                                      
affiliated operations                                  

Merex Corporation             New-market       January 1998             2         TX,MX              Fluid Control

Chad Supply, Inc.*            New-market       January 1998            18         AL,FL,GA,KY,LA     All
                                                                                  NC,OH,SC,TN


                                  Page 8

                                                  
<CAPTION>
                                Type of          Date of           Number of      Location of
Acquisition                   Acquisition      Acquisition         Branches       Operation          Major Product Categories
-----------                   -----------      -----------         --------       -----------        ------------------------
<S>                           <C>              <C>                 <C>            <C>                <C>
San Antonio Plumbing          Fill-in          March 1998              14         TX                 Fluid Control
Distributors, Inc.*

United Supply Agencies        New-market       March 1998               1         TX                 All

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

Windward Supply, Inc.         New-market       August 1998              1         TX                 All

U.S. Fusion, Inc.*            New-market       September 1998           1         LA                 Fluid Control

Douglas Leonhardt and         New-market       October 1998             3         GA,NC,TN           Fluid Control
Associates, Inc. 

Municipal and Contractor      New-market       November 1998            4         MD                 Fluid Control
Sales, Inc.

Rainbow Sales Co., Inc.       New-market       December 1998            3         NC,VA              All

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

Kamen Supply                  New-market       January 1999            10         CO,KS              Fluid Control
Company, Inc.

American Industrial           New-market       January 1999             2         TX                 Fluid Control
Precast Products, Inc.

Stewart Supply                Fill-in          February 1999            1         TX                 All
Company, Inc.

State Wholesale               Fill-in          March 1999               1         NC                 Fluid Control
Supply, Inc.

W.C. Caye and                 New-market       March 1999              11         AL,FL,GA,SC        Specialty
Company, Inc.
                                                                      ---
                   TOTAL                                              239
                                                                      ===
</TABLE>

     * 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.


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.  Key elements of the Company's operating strategy include:

          Comprehensive and Diversified Product Categories and Groups. 
     As part of its emphasis on superior customer service, the Company
     offers more than 240,000 products at competitive prices. 
     Distribution of a wide variety of products within the categories of
     Fluid Control Products, Electrical Products and Specialty Products 

                                Page 9
     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 categories generally permit it to make add
     on sales of higher margin, non-commodity items.

          The Company is diversified across three broad product
     categories, which consist of nine product groups.  The Company is
     also diversified across various sectors of the construction
     industry (including commercial, residential, infrastructure and
     industrial markets), which lessens its dependence upon market
     conditions applicable to any one of its product groups or any
     single sector of the construction industry.  Furthermore, 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, rather than retail consumers. 
     These relationships are largely based on the Company's history of
     providing superior service.  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.

          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 the
     Company's 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, to 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.

          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.  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.    



                                Page 10
          Centralized Administrative Functions.  The Company has
     centralized the administrative responsibility for certain functions
     such as credit, human resources, finance and accounting, legal and
     information technology.  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, legal and information
     technology functions ensures conformity in policy and lower overall
     cost of administration.

          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 focused 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.

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

Fluid Control Products

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

     -    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, precast concrete tested utility and fire
          line vaults, fabricated fire protection systems and supplies,

                                Page 11
          and related hardware and accessories.

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

Electrical Products

     -    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 specialty fixtures.

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

Specialty Products

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

     -    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.

     -    Pool and Spa 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. 

     Information with respect to the Company's net sales by product
category is set forth in Note 10 of the Notes to Consolidated Financial
Statements of the Company's Annual Report to Shareholders for the fiscal
year ended January 29, 1999, a copy of which is filed as an exhibit to
this Report and the cited portion of which is incorporated herein by
reference. 

SALES AND PURCHASING

     The Company employs approximately 920 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 770 inside account executives expedite orders, deliveries,
quotations, and requests for pricing.  Most orders are received by 

                                Page 12
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.

CUSTOMERS AND SUPPLIERS

     The Company currently serves over 100,000 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 940 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 1999.

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 29, 1999, inventories constituted
approximately 36% of the Company's total assets.

TECHNOLOGY

     The Company's information technology ("IT") systems are capable of
supporting numerous operational functions, including purchasing,
receiving, order processing, shipping, inventory management, sales
analysis and accounting.  The Company's customers and sales
representatives rely on these systems for real-time information on
product pricing, inventory availability and order status.  The systems
also provide management with information relating to sales, inventory
levels and customer payments, and with other data that is essential for
the Company to operate efficiently and provide high levels of service to
its customers.  The Company believes that its continued investment in
upgrading and consolidating its IT systems will provide a platform for
future growth and enable it to realize more administrative synergies
from past and future acquisitions.

COMPETITION

     Management believes that the Company is one of the largest 

                                Page 13
wholesale distributors of its range of products in the southeastern,
southwestern and midwestern 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 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 29, 1999, the Company had approximately 7,200
employees consisting of approximately 15 executives, 1,700 managers,
1,690 sales personnel and 3,795 other employees, including truck
drivers, warehouse personnel, office and clerical workers.  Over the
last year, the Company's work force has increased by approximately 20%
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. 


ITEM 2.  PROPERTIES

     The Company leases approximately 63,000 square feet of office space
in Orlando, Florida for its headquarters.  In addition, the Company owns
or leases 453 facilities in 29 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 29, 1999, 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 29, 1999.


                                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 29, 1999, 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 29, 1999, 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 29, 1999, 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.  

     The Company is exposed to market risk from changes in (i) interest
rates on outstanding variable-rate debt and (ii) the prices of certain
of the Company's products whose manufacture is reliant on certain
commodities. 

INTEREST RATE RISK

     At January 29, 1999, the Company had approximately $174.2 million
of outstanding variable-rate debt.  Based upon an assumed 10% increase
or decrease in interest rates from their January 29, 1999 levels, the
market risk with respect to the Company's variable-rate debt would not
be material.  The Company manages its interest rate risk by maintaining
a combination of fixed-rate and variable-rate debt.

COMMODITY PRICE RISK

     The Company is affected by price fluctuations in stainless steel, 

                                Page 15
nickel alloys, copper, aluminum, plastic and other commodities.  Such
commodity price fluctuations have from time to time created cyclicality
in the financial performance of the Company and could continue to do so
in the future.  The Company seeks to minimize the effects of commodity
price fluctuations through (i) economies of purchasing and inventory
management resulting in cost reductions, maintenance of minimum economic
reorder points, and productivity improvements and (ii) price increases
to maintain reasonable profit margins.  Additional information with
respect to the Company's commodity price risk 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 29, 1999, a copy of which is filed as
an exhibit to this Report and the cited portion of which is incorporated
herein by reference.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     (a)  Financial Statements

     The financial statements filed with this report are set forth in
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 29, 1999, 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 1999 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 29, 1999.

     (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-K for the fiscal year ended
               January 30, 1998 (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).


                                Page 18
          4.2  Rights Agreement dated as of May 20, 1998 between Hughes
               Supply, Inc. and American Stock Transfer & Trust Company,
               incorporated by reference to Exhibit 99.2 to Form 8-A
               dated May 22, 1998 (Commission File No. 001-08772).

     (9)  Voting trust agreement.  Not applicable.

     (10) Material contracts.

          10.1 Lease Agreements with Hughes, Inc.

               (a)  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).





                                Page 19
               (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

               (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-K for the fiscal
               year ended January 30, 1998 (Commission File No. 001-
               08772).

          10.5 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).

          10.6 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).

          10.7 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).

                                Page 20
          10.8 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).

          10.9 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). 

         10.10 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).

         10.11 Revolving Credit Agreement, dated as of January 26, 1999,
               by and among the Company and a group of banks.  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.

         10.12 Line of Credit Agreement, dated as of January 26, 1999,
               by and among the Company and a group of banks.  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.

     (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 29, 1999.

     (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.

                                Page 21
     (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

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 21, 1999

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/ John B. Ellis           
David H. Hughes                         John B. Ellis
April 21, 1999                          April 21, 1999
(Director)                              (Director)

/s/ John D. Baker II                    /s/ A. Stewart Hall, Jr.    
John D. Baker II                        A. Stewart Hall, Jr.
April 21, 1999                          April 21, 1999
(Director)                              (Director)

/s/ Robert N. Blackford                 /s/ Vincent S. Hughes       
Robert N. Blackford                     Vincent S. Hughes
April 21, 1999                          April 21, 1999
(Director)                              (Director)

/s/ H. Corbin Day                       /s/ William P. Kennedy      
H. Corbin Day                           William P. Kennedy
April 21, 1999                          April 21, 1999
(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 29, 1999, are
incorporated by reference:

                                                       Annual
                                                       Report
                                                        Page 


     Consolidated Statements of Income
      for the years ended January 29, 1999,
      January 30, 1998 and January 31, 1997              13

     Consolidated Balance Sheets as of
      January 29, 1999 and January 30, 1998              14

     Consolidated Statements of Shareholders'
      Equity for the years ended January 29,
      1999, January 30, 1998 and January 31, 1997        15

     Consolidated Statements of Cash Flows for
      the years ended January 29, 1999,
      January 30, 1998 and January 31, 1997              16

     Notes to Consolidated Financial Statements          17

     Report of Independent Certified
      Public Accountants                                 27


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



10.11          Revolving Credit Agreement, dated as of January 26, 1999,
               by and among the Company and a group of banks.

10.12          Line of Credit Agreement, dated as of January 26, 1999,
               by and among the Company and a group of banks.

 13.1          Information incorporated by reference into Form 10-K from
               the Annual Report to Shareholders for the fiscal year
               ended January 29, 1999.

 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