1
 As filed with the Securities and Exchange Commission on September 10, 1999
                                                       Registration No.333-31523

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         -------------------------------
                        POST-EFFECTIVE AMENDMENT NO. 1 TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                         -------------------------------
                               HUGHES SUPPLY, INC.
             (Exact Name of Registrant as Specified in its Charter)

            FLORIDA                                        59-0559446
(State or Other Jurisdiction of                  (I.R.S. Employer Identification
Incorporation or Organization)                               Number)

                             20 NORTH ORANGE AVENUE
                                    SUITE 200
                             ORLANDO, FLORIDA 32801
                                 (407) 841-4755
    (Address, Including Zip Code, and Telephone Number, Including Area Code,
                  of Registrant's Principal Executive Offices)
                         -------------------------------

                                 J. STEPHEN ZEPF
                      TREASURER AND CHIEF FINANCIAL OFFICER
                               HUGHES SUPPLY, INC.
                             20 NORTH ORANGE AVENUE
                                    SUITE 200
                             ORLANDO, FLORIDA 32801
                            TELEPHONE (407) 841-4755
                       (Name, Address, Including Zip Code,
                        and Telephone Number of Agent for
                                    Service)
                       -----------------------------------

                          Copies of Communications to:

   BENJAMIN P. BUTTERFIELD                               MICHAEL L. JAMIESON
GENERAL COUNSEL AND SECRETARY                            HOLLAND & KNIGHT LLP
     HUGHES SUPPLY, INC.                                400 NORTH ASHLEY DRIVE
   20 NORTH ORANGE AVENUE                                     SUITE 2300
          SUITE 200                                      TAMPA, FLORIDA 33602
   ORLANDO, FLORIDA 32801                                   (813) 227-8500
       (407) 841-4755
                          ----------------------------



   2

         This Post-Effective Amendment No. 1 to the Registration Statement on
Form S-3 (File No. 333-31523) is being filed to deregister all of the remaining
shares of Common Stock that were originally registered on this Form S-3 but were
not sold.



   3
                                   SIGNATURES

         Pursuant to the requirement of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Orlando, Florida, on September 9,
1999.

                                              HUGHES SUPPLY, INC.


                                              By: /s/ David H. Hughes
                                                  -------------------------
                                                  David H. Hughes
                                                  Chairman of the Board and
                                                    Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 has been signed by the following persons in the
capacities and on the dates indicated:



      SIGNATURE                                        TITLE                            DATE
      ---------                                        -----                            ----
                                                                           
/s/ David H. Hughes                         Chairman of the Board and Chief      September 9, 1999
- ----------------------                      Executive Officer (principal
   David H. Hughes                          executive officer)

/s/ J. Stephen Zepf                         Treasurer and ChiefFinancial         September 9, 1999
- ----------------------                      Officer (principal financial and
   J. Stephen Zepf                          accounting officer)


           *                                Director                             September 9, 1999
- ----------------------
 A. Stewart Hall, Jr.


           *                                Director                             September 9, 1999
- ----------------------
  Vincent S. Hughes


           *                                Director                             September 9, 1999
- ----------------------
  John D. Baker II


           *                                Director                             September 9, 1999
- ----------------------
 Robert N. Blackford


           *                                Director                             September 9, 1999
- ----------------------
    H. Corbin Day


- ----------------------                      Director                             September  , 1999
 William P. Kennedy



* By: /s/ David H. Hughes
      -------------------
      David H. Hughes
      Attorney-in-Fact