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 26, 2001

                                       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:

                                      None





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<PAGE>

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

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

The  aggregate   market  value  of  the   Registrant's   voting  stock  held  by
non-affiliates: $336,001,765 as of April 20, 2001.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date: 23,466,441 shares of Common
Stock ($1.00 par value) as of April 20, 2001.

                       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 26, 2001 (designated portions).

    Part II   -   Annual  Report  to  Shareholders  for the  fiscal  year  ended
                  January 26, 2001 (designated portions).

    Part III  -   Definitive  Proxy  Statement  for the 2001  Annual  Meeting of
                  Shareholders (designated portions).

    Part IV   -   Annual  Report  to  Shareholders  for the  fiscal  year  ended
                  January 26, 2001 (designated portions).
















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<PAGE>


                                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 ....................................................    24

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





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<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.  The Company,
founded in 1928,  distributes  over  240,000  products,  built around five broad
product categories,  through 447 branches and eight central distribution centers
located  in  34  states  and  Mexico.  The  Company's  principal  customers  are
electrical,  plumbing,  mechanical,  fire  protection  and  underground  utility
contractors,  electric  utility  customers,  property  management  and  property
development  companies,   municipalities  and  government  agencies,  industrial
companies  and   telecommunication   companies.   Industrial  companies  include
companies  in the  petrochemical,  food and  beverage,  pulp and paper,  mining,
pharmaceutical and marine industries.

Effective February 1, 2000, the Company's  operations were reorganized into five
stand-alone  strategic business units ("SBUs"),  each of which is led by a group
president and includes a staff dedicated to the unit. A SBU is organized  around
each of the following five broad product categories:

o        Electrical & Electric Utility

o        Plumbing & HVAC

o        Industrial Pipe, Valves & Fittings ("Industrial PVF")

o        Building Materials & Maintenance Supplies

o        Water & Sewer

The SBUs  represent the Company's  reportable  segments and constitute the basis
management uses for making operating decisions and assessing  performance.  This
product-driven  organizational  structure  is designed to enhance the  Company's
competitive  position in the marketplace by intensifying  the Company's focus on
satisfying customer needs,  strengthening  vendor relationships and streamlining
the decision-making  processes of the Company.  Financial  information about the
Company's  SBUs 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 26,  2001,  a copy of which is filed as an exhibit to this Report
and the cited portion of which is incorporated herein by reference.

The Company focuses on distributing  construction  and industrial  products that
leverage  its  strengths in inventory  management,  specialized  sales forces by
product group,  distribution  and logistics,  credit  management and information
technology.  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
SBUs to best serve its  customers.  Management  believes  that no other  company
competes against Hughes Supply across all of its product groups.



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<PAGE>

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

DIVESTITURE

In January  2001,  the Company  completed the sale of the assets of its pool and
spa business. The pool and spa business engaged in the wholesale distribution of
swimming pool and spa equipment and supplies and was principally included in the
Building Materials & Maintenance  Supplies SBU. The Company's decision to divest
its pool and spa business was based on the  seasonality  of its sales along with
the limited size of its marketplace.  Additional information with respect to the
sale of the Company's  pool and spa business is set forth in Note 2 of the Notes
to  Consolidated   Financial  Statements  of  the  Company's  Annual  Report  to
Shareholders  for the fiscal  year ended  January 26,  2001,  a copy of which is
filed  as an  exhibit  to  this  Report  and  the  cited  portion  of  which  is
incorporated  herein by  reference.  The Company  continues  to  evaluate  other
non-core businesses and their strategic fit with the Company's long-term goals.

E-COMMERCE

Hughes  Supply's  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, two important growth areas for the Company.

The Company's  current  e-commerce  strategy includes the development of its web
site, 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 by the  Company's  Information
Technology ("IT") department.

As a result of continued  operating  losses in two of the  Company's  e-commerce
ventures,  the Company  recorded a write-off of goodwill and other assets during
the fourth quarter of fiscal 2001. Additional  information with respect to these
write-offs is set forth in Notes 2 and 3 of the Notes to Consolidated  Financial
Statements of the Company's  Annual Report to  Shareholders  for the fiscal year
ended  January 26,  2001,  a copy of which is filed as an exhibit to this Report
and the cited portions of which are incorporated herein by reference.

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 2000, and no wholesale
distributor of these products accounted for more than 5% of the total market.



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<PAGE>

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  with multiple  product groups and to diversify its sales
across various types of construction and users of its products.

Because  of  Hughes  Supply's  strong  competitive  position,  its  size and its
management  infrastructure,   management  believes  that  the  Company  is  well
positioned to continue to benefit from consolidation trends within the wholesale
distribution business.

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.

OPERATING STRATEGY

The  Company's  operating  strategy  is based on  decentralizing,  at the branch
level,  customer-related functions such as sales and local inventory management.
The administrative  responsibilities for certain functions such as credit, human
resources,   finance  and  accounting,  legal  and  information  technology  are
centralized at the corporate level.

Effective  February 1, 2000, all operating  branches were assigned to one of the
Company's  SBUs,  each of  which  is led by a  group  president.  Under  the new
structure, the Company's branches are grouped into territories, territories into
districts,  and districts  into SBUs.  Some of the larger  districts are grouped
into regions.  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.  Prior to  February  1,  2000,  the  Company  was
organized  into regions  which were  mixtures of  geographic  and product  group
categories.  This  organizational  structure  also  differed  from  the  current
structure 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 its current  structure  provides  improved  support for the
Company's  expected  future  growth  through  acquisitions,   creates  increased
customer  focus and vendor  recognition  by product  category  and  improves and
accelerates decision making while increasing overall administrative efficiency.



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<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 and tailor the inventory  offering and mix (as well as the nature of
services  offered) in order to meet the local market demand.  In addition,  each
branch manager is responsible for  purchasing,  maintaining  adequate  inventory
levels, cost controls and customer relations.  A substantial portion of a branch
manager's compensation is dependent on their branch's financial performance. The
Company has been able to tailor its branch size and  product  offerings  to meet
perceived market demand. As a result, the Company successfully operates branches
in secondary cities where management believes it has achieved significant market
share and in larger  metropolitan  areas where it has established a sound market
presence.

Superior Customer Service

Substantially  all of Hughes Supply's sales are to  professional  customers with
whom the Company has developed long-term relationships.  These relationships are
based on the  Company's  history of providing  superior  service,  which 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
than 240,000 products at competitive  prices.  Distribution of a wide variety of
products within each product category helps the Company's customers manage their
inventory,  arrange for consolidated delivery requirements and 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.  This  product
diversification  provides  opportunities  for  the  Company  to  participate  in
multiple  phases  of  construction   projects,   capturing  more  of  the  total
construction spending dollar and spanning the entire construction cycle.




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<PAGE>

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.

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 costs of  administration.  The Company's
credit  function is  essential  to its success.  Each SBU has  dedicated  credit
managers. All credit decisions are researched,  analyzed and approved by the SBU
credit managers to ensure  conformity and quality of credit decisions across the
Company's operations.

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 ensure 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.

The  Company's  operating  strategy  additionally  focuses  on six  interrelated
initiatives that it believes will improve operating efficiencies,  profitability
and customer service. These six initiatives include the following:

o        inventory management

o        supplier relations/margin improvement

o        freight management

o        same-store sales

o        accounts receivable

o        e-business development



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GROWTH STRATEGY

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.  A summary of the Company's
internal growth and acquisition program follows.

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 and
complete warehouse management  contracts.  Since January 26, 1996, Hughes Supply
has  opened  87 new  branches.  New  branches  are  generally  opened to fill in
existing market areas or to accommodate the split out of multiple  product group
branches. Since January 26, 1996, the Company has closed 67 branches,  excluding
branches that were sold as part of the divestiture of its pool and spa business.
The Company closed these branches  primarily  because they did not strategically
fit  into  the  Company's  core  businesses  and/or  they  did  not  perform  to
expectations.

Acquisitions

Historically,  Hughes  Supply has  pursued  an active  acquisition  strategy  to
capitalize  on the  large,  growing  and  highly-fragmented  markets in which it
competes.  The Company's  acquisition strategy focuses on acquiring  profitable,
private,  wholesale  distribution  businesses with strong  management  teams and
well-developed  market  positions  and  customer  relationships.  Hughes  Supply
identifies  acquisition targets that present growth opportunities and complement
Hughes  Supply's  existing  structure,  allowing  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:

o    Fill-in  acquisitions  represent  acquisitions of primarily small companies
     that  distribute  some  of  the  same  product  groups  as the  Company  in
     geographic areas already served by Hughes Supply. The Company's  management
     believes that significant additional fill-in acquisition  opportunities are
     available.

o    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 this period,  the Company's
     principal acquisition criteria has been to:

     o    add products and product groups with higher gross margins;

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

     o    achieve greater geographical diversification;

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

     o    expand its current product offering from leading suppliers.



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<PAGE>

Since  January  26,  1996,  the Company has  completed  16 fill-in  acquisitions
representing  34  branches  and  34 new  market  acquisitions  representing  178
branches.

RECENT ACQUISITIONS

Since January 28, 2000, the Company has acquired several wholesale distributors,
including:

(i)     Western Utilities Supply Co., with seven branches in Alaska, Montana and
        Washington,   significantly  expanded  the  Company's  water  and  sewer
        business in new geographic markets;

(ii)    Kingston Pipe Industries,  with four branches in Rhode Island, Delaware,
        Maryland and Virginia,  significantly increased the presence of the fire
        protection  part  of the  Company's  water  and  sewer  business  in new
        geographic markets; and

(iii)   Associated Electric Supply,  Inc., with one branch in Alabama,  expanded
        the  Company's  electrical  and  electric  utility  business  in  a  new
        geographic market.

PRODUCTS

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

o    Electrical  & Electric  Utility:  Wire  management  products;  distribution
     equipment;  wire and  cable;  automation  products;  tools  and  fasteners;
     lamp/lighting  controls;  energy  products;  data/communications  products;
     meter  repair and  certification;  pole line  hardware;  and  storeroom/job
     trailer management.

o    Plumbing & HVAC: Residential and commercial water heaters, furnaces, heat
     pumps and air conditioning units; copper, steel, cast iron, poly and PVC
     pipe and fittings; plumbing fixtures; faucets and accessories; pumps and
     sprinkler heads; commercial drains; mechanical valves; repair parts;and
     procurement services.

o    Industrial  PVF: Gate valves;  motor-operated  valves;  fittings;  pressure
     fittings;  angle and check valves;  actuated valves; flanges; plate; sheet;
     ball valves; pipe; tubing and bar.

o    Building  Materials & Maintenance  Supplies:  Concrete and masonry supplies
     and accessories;  road and bridge  products;  tilt-up  services;  sealants,
     waterproofing and fireproofing;  commercial washroom specialties; tools and
     fasteners;   and  multi-family  housing  maintenance  supplies,   including
     plumbing, electrical, appliances/parts and janitorial supplies.

o    Water & Sewer:  All piping  products  (ductile iron, PVC, HDPE, and steel);
     hydrants;  valves;  fittings;  storm drains; backflow devices; meters; leak
     detection;  sewer concrete products;  utility vaults;  irrigation products;
     pumps; tanks; manhole rehab services;  and fire protection  fabrication and
     supplies.


                                     Page 10
<PAGE>

SALES AND MARKETING

The Company employs  approximately 875 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  675 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 447 branches and eight central
distribution  centers  in the  United  States and two  branches  in Mexico.  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 branches use  technology  in warehouse  management  to
optimize receiving,  inventory control, picking, packing and shipping functions.
The Company's  purchasing  agents in its branches use a  computerized  inventory
system to monitor stock levels,  while central  distribution centers in Arizona,
Florida, Georgia, North Carolina and Texas provide purchasing assistance as well
as a broad stock of inventory  which  supplements the inventory of the branches.
In addition,  the Company uses several of its larger  branches in other parts of
the country as distribution points for certain product lines.

CUSTOMERS AND SUPPLIERS

The  Company  currently  serves over 75,000  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 700 are 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 volume  incentive
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 2001.



                                     Page 11
<PAGE>

INFORMATION TECHNOLOGY

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

In fiscal  2001,  the  Company  selected a new  distribution/logistics  software
provider.   This  integrated  software  is  an  e-commerce   enabled,   customer
fulfillment, inventory management, logistics and distribution management system.
It is designed specifically for MRO- and contractor-oriented  distributors, such
as the Company.  The Company expects the  implementation  of this software to be
staggered  over a period of at least three years,  beginning in September  2001.
The Company believes that this timeframe will enable it to reduce risk, minimize
customer  disruption and spread  implementation  costs.  Once  implementation is
complete,  the Company  expects to be operating  primarily  under one  platform,
compared  to its  17  current  operating  systems.  The  Company  believes  that
consolidation  of  its  operating  systems  allows  for  increased   operational
efficiencies, particularly in the area of working capital management, provides a
means  for  decreasing  transaction  costs and  provides  the  Company  with the
infrastructure  necessary to realize  administrative  synergies  associated with
past and future acquisitions.

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,  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 26, 2001,
inventories constituted approximately 32% of the Company's total assets.



                                     Page 12
<PAGE>

EMPLOYEES

As of January 26, 2001, the Company had approximately 7,700 employees consisting
of approximately 14 executives,  1,630 managers, 1,550 sales personnel and 4,506
other  employees,  including  truck  drivers,  warehouse  personnel,  office and
clerical  workers.  Over the last year,  the Company's  work force has decreased
approximately  2% compared to the prior year.  This  decrease was  primarily the
result of (i) the  divestiture  of the  Company's  pool and spa  business,  (ii)
reductions to bring headcount more in line with current economic conditions, and
(iii) efforts to make the Company's operations more efficient.  The decrease was
partially offset by increases resulting from acquired and newly-opened wholesale
branches. The Company considers its relationships with its employees to be good.

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 incorporated herein by reference.




                                    Page 13
<PAGE>

ITEM 2.  PROPERTIES

The Company  leases  approximately  60,000 square feet of an office  building in
Orlando,  Florida for its headquarters.  In addition, the Company owns or leases
447 facilities in 34 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 and eight central  distribution  centers.  The Company  believes
that its properties are in good condition and are suitable and adequate to carry
on the Company's business.

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 matters were submitted to a vote of the Company's security holders during the
fourth quarter of the fiscal year ended January 26, 2001.



                                     Page 14
<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 26,  2001,  a copy of which is filed as an exhibit to
this  Report  and the  cited  portions  of  which  are  incorporated  herein  by
reference.

ITEM 6.  SELECTED FINANCIAL DATA

Information with respect to selected  financial data of the Company is set forth
under the caption  "Selected  Financial Data" of the Company's  Annual Report to
Shareholders  for the fiscal  year ended  January 26,  2001,  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 26,  2001,  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  "Quantitative  and Qualitative  Disclosure About Market Risk" under the
caption "Management's Discussion and Analysis of Financial Condition and Results
of Operations"  of the Company's  Annual Report to  Shareholders  for the fiscal
year  ended  January  26,  2001,  a copy of which is filed as an exhibit to this
Report and the cited portion of which is incorporated herein by reference.



                                     Page 15
<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

(a)  Financial Statements

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

(b)  Selected Quarterly Financial Data

Information with respect to selected quarterly  financial data of the Company is
set forth in Note 11 of the Notes to  Consolidated  Financial  Statements of the
Company's  Annual Report to  Shareholders  for the fiscal year ended January 26,
2001,  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
<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 2001 Annual
Meeting of Shareholders.




                                     Page 17
<PAGE>

                                     PART IV


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

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

(1) All Financial Statements

The  following  consolidated  financial  statements  of the  Registrant  and its
subsidiaries  included in the Registrant's Annual Report to Shareholders for the
fiscal year ended January 26, 2001, are filed under Item 8 and are  incorporated
by reference:

                                                                         Annual
                                                                         Report
                                                                         Page(s)

     Consolidated Statements of Income for the years ended
           January 26, 2001, January 28, 2000 and January 29, 1999          26

     Consolidated Balance Sheets as of January 26, 2001 and
           January 28, 2000                                                 27

     Consolidated Statements of Shareholders' Equity for the years
           ended January 26, 2001, January 28, 2000 and January 29, 1999    28

     Consolidated Statements of Cash Flows for the years ended
           January 26, 2001, January 28, 2000 and January 29, 1999          29

     Notes to Consolidated Financial Statements                          30-39

     Report of Independent Certified Public Accountants                     40




                                     Page 18
<PAGE>

(2) Financial Statement Schedules

Schedule II -  Valuation  and  Qualifying  Accounts  for the fiscal  years ended
January 26, 2001, January 28, 2000 and January 29, 1999.

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

                                                       Fiscal Years Ended
                                            ----------------------------------------
                                             January 26,   January 28,   January 29,
                                                2001          2000         1999
                                            ------------   -----------  ------------
<S>                                            <C>           <C>          <C>
Allowance for doubtful accounts:
  Balance at beginning of year                  $  2,777      $ 2,809      $ 3,522
    Additional charged to costs and expenses      10,273        3,608        1,882
Deductions                                        (6,944)      (3,640)      (2,595)
                                                --------      -------      -------
Balance at end of year                          $  6,106      $ 2,777      $ 2,809
                                                ========      =======      =======
Deferred income taxes:
  Beginning at beginning of year                $     --      $    --      $    --
    Additions charged to costs and expenses          698           --           --
                                                --------      -------      -------
Balance at end of year                          $    698      $    --      $    --
                                                ========      =======      =======
</TABLE>

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


              Report of Independent Certified Public Accountants on
                          Financial Statement Schedule

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

Our audits of the consolidated  financial  statements  referred to in our report
dated March 23, 2001 appearing in the fiscal 2001 Annual Report to  Shareholders
of Hughes Supply, Inc. (which report and consolidated  financial  statements are
incorporated  by reference in this Annual  Report on Form 10-K) also included an
audit of the financial  statement  schedule listed in Item 14(a)(2) of this Form
10-K. In our opinion,  this financial statement schedule presents fairly, in all
material  respects,  the  information set forth therein when read in conjunction
with the related consolidated financial statements.


/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Orlando, Florida
March 23, 2001


                                     Page 19
<PAGE>

(b) Reports on Form 8-K

There were no reports on Form 8-K filed  during the  quarter  ended  January 26,
2001.

(c) Exhibits Filed

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

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

     (3)  Articles of incorporation and by-laws.

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

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

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

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

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

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

     (9)  Voting trust agreement. Not applicable.



                                     Page 20
<PAGE>

     (10) Material contracts.

          10.1 Lease Agreements with Hughes, Inc.

               (a)  Leases  effective March 31, 1988,  incorporated by reference
                    to Exhibit  10.1(c)  to Form 10-K for the 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

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

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

                    Sub-Item          Property

                       (2)            Gainesville Electrical Operation

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

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

          10.3      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).



                                     Page 21
<PAGE>

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

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

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

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

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

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

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

          10.10     Revolving Credit Agreement, dated as of January 26, 1999 and
                    amended on various dates  through  December 20, 2000, by and
                    among the Company and a group of banks. 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.

          10.11     Line of Credit  Agreement,  dated as of January 26, 1999 and
                    amended on various dates  through  December 20, 2000, by and
                    among the Company  and a group of banks.  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     Note Purchase  Agreement,  dated as of December 21, 2000 and
                    amended  January  19,  2001,  by and among the  Company  and
                    certain  purchasers  identified  in  Schedule  A of the Note
                    Purchase Agreement.


                                     Page 22
<PAGE>

          10.13     Separation  and  Release  Agreement,  dated as of March  28,
                    2001, by and between the Company and A. Stewart Hall, Jr.

     (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 26, 2001.

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

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

     (21) Subsidiaries of the Registrant.

          21.1      Subsidiaries of the Registrant.

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

     (23) Consents of experts and counsel.

          23.1      Consent of PricewaterhouseCoopers LLP.

     (24) Power of attorney. Not applicable.

     (99) Additional exhibits.

          99.1      Location of Facilities.



                                     Page 23
<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 23, 2001

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/ H. Corbin Day
----------------------------                    --------------------------------
David H. Hughes                                 H. Corbin Day
April 23, 2001                                  April 23, 2001
(Director)                                      (Director)

/s/ John D. Baker II                             /s/ Vincent S. Hughes
----------------------------                    --------------------------------
John D. Baker II                                Vincent S. Hughes
April 23, 2001                                  April 23, 2001
(Director)                                      (Director)

/s/ Robert N. Blackford                         /s/ William P. Kennedy
----------------------------                    --------------------------------
Robert N. Blackford                             William P. Kennedy
April 23, 2001                                  April 23, 2001
(Director)                                      (Director)



                                     Page 24
<PAGE>

                    INDEX OF EXHIBITS FILED WITH THIS REPORT

10.10  Revolving Credit  Agreement,  dated as of January 26, 1999 and amended on
       various dates  through  December 20, 2000, by and among the Company and a
       group of  banks.  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.

10.11  Line of Credit  Agreement,  dated as of January  26,  1999 and amended on
       various dates  through  December 20, 2000, by and among the Company and a
       group of banks. 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  Note  Purchase  Agreement,  dated as of December  21, 2000 and amended on
       January  19,  2001,  by and  among the  Company  and  certain  purchasers
       identified in Schedule A of the Note Purchase Agreement.

10.13  Separation  and Release  Agreement,  dated as of March 28,  2001,  by and
       between the Company and A. Stewart Hall, Jr.

13.1   Information  incorporated  by  reference  into Form 10-K from the  Annual
       Report to Shareholders for the fiscal year ended January 26, 2001.

21.1   Subsidiaries of the Registrant.

23.1   Consent of PricewaterhouseCoopers LLP.

99.1   Location of Facilities.



                                     Page 25