UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

                                 AMENDMENT NO. 1

(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 25, 2002

                                       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)

                                 (407) 841-4755
              (Registrant's telephone number, including area code)


           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





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 ($41.40 per share): $903,043,255 as of April 19, 2002.

There were 23,850,329 shares of the Registrant's Common Stock ($1.00 par value)
outstanding as of April 19, 2002.


                       DOCUMENTS INCORPORATED BY REFERENCE

Designated portions of the Annual Report to Shareholders for the fiscal year
ended January 25, 2002 are incorporated by reference in Parts I, II, and IV of
this Report. Designated portions of the Definitive Proxy Statement for the 2002
Annual Meeting of Shareholders are incorporated by reference in Part III of this
Report.

================================================================================

                                EXPLANATORY NOTE


The information incorporated in Part III of our Annual Report on Form 10-K for
the fiscal year ended January 25, 2002 by reference to our Definitive Proxy
Statement for the 2002 Annual Meeting of Shareholders, contained a typographical
error. This amendment on Form 10-K/A to our Annual Report on Form 10-K for the
fiscal year ended January 25, 2002 is being filed solely for the purpose of
correcting the typographical error. Under the caption "Certain Transactions With
Management" in our Definitive Proxy Statement for the 2002 Annual Meeting of
Shareholders, we stated that under leases in effect during the fiscal year ended
January 25, 2002, we made rental payments to Hughes, Inc. aggregating $388,002.
The correct amount of our payments for such period was $1,388,002. The correct
amount was accurately represented in our consolidated financial statements and
the notes thereto contained elsewhere in such Form 10-K and neither the
typographical error nor this amendment will affect such consolidated financial
statements.













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 and
                                                Chief Executive Officer

     Date:  August 28, 2002