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): August 23, 2005

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 August 23, 2005, Hughes Supply, Inc. issued a press release announcing that it has completed its offer to exchange all outstanding 5.50% Senior Notes due 2014 for 5.50% Senior Notes due 2014 registered under the Securities Act of 1933.

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 August 23, 2005.*

* 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: August 23, 2005	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 August 23, 2005

EX-99.1

Exhibit 99.1

News Release
For Immediate Release	For Further Information Contact:
August 23, 2005	Jay Clark
	Vice President and Treasurer
	(407) 822-2285

HUGHES SUPPLY ANNOUNCES COMPLETION OF

EXCHANGE OFFER FOR ITS 5.50% SENIOR NOTES DUE 2014

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

Hughes Supply, Inc., a leading distributor of construction, repair and maintenance-related products, today announced that it has completed its registered exchange offer (the “Exchange Offer”) for its outstanding 5.50% senior notes due 2014 (“Old Notes”).

At the expiration time of 5:00 p.m., New York City time, on August 22, 2005, $300 million principal amount in the aggregate, or 100 percent, of the Old Notes were tendered and exchanged for a like principal amount of 5.50% senior notes due 2014 (“New Notes”). The New Notes are identical in all material respects to the Old Notes, except that the New Notes have been registered under the Securities Act of 1933, as amended.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

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 9,500 associates and generated annual revenues of $4.4 billion in its last fiscal year ended January 31, 2005. Hughes is a Fortune 500 company and was named the #1 Most Admired Company in America in the Wholesalers: Diversified Industry segment by FORTUNE Magazine. For additional information on Hughes Supply, you may visit http://www.hughessupply.com .