8-K

United States
Securities and Exchange Commission

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 17, 2006

Hughes Supply, Inc.

(Exact Name of registrant as specified in its charter)

Florida	001-08772	59-0559446
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Hughes Way, Orlando, Florida 32805

(Address of principal executive offices) (Zip Code)

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

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-42(c))

Item 7.01. Regulation FD Disclosure

On March 17, 2006, Hughes Supply, Inc. issued a press release announcing that it has received tenders and related consents from holders of all of its 5.50% Senior Notes due 2014 (the “Public Notes”) sufficient to amend the indenture governing such Notes. Hughes also announced the pricing of the offer consideration for its five series of private notes (the “Private Notes”). The expiration time for the Public Notes and Private Notes tender offers remains 8:00 a.m. (New York City time) on March 31, 2006. Neither the offer, nor acceptance of same, is a condition to the closing of the merger agreement between The Home Depot and Hughes Supply, Inc.

A copy of this press release is filed herewith as Exhibit 99.1.

The information in this Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information contained in this Form 8-K and in the accompanying exhibit shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission by Hughes Supply, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

     (c) Exhibits.

Exhibit	Description
99.1	Press Release dated March 17, 2006.*

*Such information is being “furnished” and not “filed.”

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	Hughes Supply, Inc. (Registrant)
Date: March 22, 2006	By:	/s/ David Bearman
		David Bearman
		Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Index to Exhibits filed with Form 8-K

Exhibit	Description of Exhibit
99.1	Press Release dated March 17, 2006.*

EX-99.1

Exhibit 99.1

News Release

For Immediate Release	For Further Information Contact:
March 17, 2006	Mark Iskander
	Acting Treasurer
	(407) 822-2147

HUGHES SUPPLY, INC. ANNOUNCES RESULTS OF THE CONSENT
SOLICITATION FOR ITS 5.50% SENIOR NOTES DUE 2014; PRICING
OF ITS TENDER OFFER FOR PRIVATE NOTES

Hughes Supply, Inc. (NYSE:HUG) Orlando, Florida

     Hughes Supply, Inc. today announced that it has received tenders and related consents from holders of all of its 5.50% Senior Notes due 2014 (the “Public Notes”) sufficient to amend the indenture governing such Notes. Hughes also announced the pricing of the offer consideration for its five series of private notes (the “Private Notes”). The tender offer remains contingent on the closing of the merger agreement between The Home Depot and Hughes Supply, Inc.

     As of the consent payment deadline at 5:00 p.m. (New York City time) on March 17, 2006, holders of all outstanding Public Notes had tendered their Notes and consented to the proposed amendments of the related indenture. As a result, Hughes Supply, Inc. has executed a supplemental indenture relating to the Public Notes that effectuates the proposed amendments described in the Offer to Purchase and Consent Solicitation Statement dated February 28, 2006 for the Public Notes. These amendments will not become operative, however, unless and until the Public Notes tendered are accepted for payment pursuant to the terms of the tender offer.

     The consideration to be paid by Hughes Supply, Inc. on its tender offer for the Public Notes will be announced on March 29, 2006, unless the expiration time of the offer is extended.

     Hughes Supply, Inc. also announced that it has determined the consideration to be paid on its tender offer for its Private Notes. For each $1,000 original principal amount of the Private Notes accepted pursuant to the tender offer, Hughes will pay the consideration indicated in the table below, plus accrued interest to, but not including, the settlement date.

								Tender Offer
								Consideration Per
								$1,000 Original
	Amount		Fixed		Reference UST	Bloomberg		Principal Amount of
Security	Outstanding		Spread (bps)		Security	Page		Notes
Private Notes
8.42% Notes due 2007	$	41,200,000		50	3.5% due 5/31/07		BBT4	$	414.00
7.96% Notes due 2011	$	51,332,400		50	4.375% due 11/15/08		BBT5	$	558.98
7.14% Notes due 2012	$	24,761,904		50	3.875% due 5/15/09		BBT5	$	653.67
7.19% Notes due 2012	$	40,000,000		50	3.875% due 5/15/09		BBT5	$	1,057.33
6.74% Notes due 2013	$	35,714,288		50	3.375% due 10/15/09		BBT5	$	749.88

     The offer consideration for the Private Notes was calculated by Morgan Stanley & Co. Incorporated in the manner described in the Offer to Purchase and Consent Solicitation Statement dated February 28, 2006 for the Private Notes.

     The expiration time for the Public Notes and Private Notes tender offers is 8:00 a.m. (New York City time) on March 31, 2006. The offers are being conducted in connection with the previously announced definitive merger agreement that provides for the acquisition of Hughes Supply, Inc. by The Home Depot. The offers are subject to the satisfaction of certain conditions, including the consummation of the acquisition.

     Hughes Supply, Inc. has retained Morgan Stanley & Co. Incorporated to act as the Dealer Manager for the tender offers and Solicitation Agent for the consent solicitations. Morgan Stanley & Co. Incorporated can be contacted at 212-761-1457 (collect) and 800-624-1808 (toll-free).

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     Copies of the Offer to Purchase and Consent Solicitation Statements may be obtained from D.F. King, the information agent for the Offers, at 212-269-5550 (for banks and brokers only) or 800-487-4870 (for all others toll-free).

     This release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The Offers are only being made pursuant to the tender offer and consent solicitation documents, including the Offer to Purchase and Consent Solicitation Statements that Hughes Supply, Inc. has distributed to holders of Notes.

About Hughes Supply, Inc.

     Hughes Supply, Inc., founded in 1928, is one of the nation’s largest diversified wholesale distributors of construction, repair and maintenance-related products, with over 500 locations in 40 states. Headquartered in Orlando, Florida, Hughes employs approximately 9,700 associates and generated annual net sales of over $5.4 billion in its last fiscal year ended January 31, 2006. Hughes is a Fortune 500 company and was named the #3 Most Admired Company in America in the Wholesalers: Diversified Industry segment by FORTUNE Magazine. For additional information on Hughes Supply, you may visit www.hughessupply.com.

Except for historical information, all other information discussed in this news release consists of forward-looking statements under the Private Securities Litigation Reform Act of 1995. When used in this report, the words “believe”, “anticipate”, “estimate”, “expect”, “may”, “will”, “should”, “plan”, “intend”, “project”, and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be different from any future results, performance, and achievements expressed or implied by these statements. These risks and uncertainties include, but are not limited to, the ability of the Company and The Home Depot to satisfy the conditions to closing of the pending merger (including Company shareholder approval) and timing of the process; the effect on the Company’s business of the pending transaction, the strength of the construction market and the general economy, competition, delay in implementing operating systems, reliance on key personnel who may separate from the Company due to general attrition or due to additional uncertainties created by the pending merger, success in integrating and achieving expected profitability from acquired businesses, achieving enhanced profitability goals, fluctuating commodity prices, the Company’s fixed cost structure, customer credit policies, unexpected product shortages, product purchasing and supply, overseas movement of manufacturing facilities, and other factors set forth from time to time in filings with the Securities and Exchange Commission. The forward-looking statements included in this news release are made only as of the date of this news release and under section 27A of the Securities Act and section 21E of the Exchange Act. Hughes Supply does not have any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances.

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In connection with the proposed merger, Hughes Supply has filed a definitive proxy statement with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT, WHICH CONTAINS IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the definitive proxy statement and other documents filed by Hughes Supply at the Securities and Exchange Commission’s Web site at http://www.sec.gov. The definitive proxy statement and such other documents may also be obtained for free from Hughes Supply by directing such request to Hughes Supply, Attention: Investor Relations, telephone: (407) 822-2139.

Hughes Supply and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed merger. Information concerning the interests of Hughes Supply’s participants in the solicitation is set forth in Hughes Supply’s definitive proxy statement dated February 27, 2006, for its Special Meeting of Shareholders relating to the merger.

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