<PAGE>   1


      As filed with the Securities and Exchange Commission on May 8, 2001

                                                Registration No. 333-___________

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

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                ----------------

                               MOORE-HANDLEY, INC.
             (Exact name of registrant as specified in its charter)

               DELAWARE                                   63-0819773
    (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                   Identification No.)

                               3140 PELHAM PARKWAY
                              PELHAM, ALABAMA 35124
                    (Address of Principal Executive Offices)

              MOORE-HANDLEY, INC. 2001 INCENTIVE COMPENSATION PLAN
                            (Full title of the Plan)

                                   JUDI WATSON
                               MOORE-HANDLEY, INC.
                               3140 PELHAM PARKWAY
                              PELHAM, ALABAMA 35124
                                 (205) 663-8011
            (Name, address and telephone number of agent for service)

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


<PAGE>   2

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
======================================================================================
                                      Proposed        Proposed
                                      maximum         maximum
Title of securities    Amount to be   offering price  aggregate       Amount of
to be registered       registered     per unit        offering price  registration fee
--------------------   ------------   --------------  --------------  ----------------
<S>                    <C>            <C>             <C>             <C>
Common                  460,000(1)       $1.00(2)       $460,000(2)        $115.00
Stock, par
value $.10 per
share

======================================================================================
</TABLE>

(1)      Consists of shares of Common Stock to be offered pursuant to the
         Moore-Handley, Inc. 2001 Incentive Compensation Plan (the "Plan"). Such
         indeterminate number of additional shares as may be issuable pursuant
         to the recapitalization provisions under the Plan is hereby also
         registered.

(2)      Computed pursuant to Rule 457(h) solely for the purpose of determining
         the registration fee, based upon an assumed price of $1.00 per share,
         which was the average of the bid and ask prices of Moore-Handley, Inc.
         common shares on May 2, 2001, as reported on the NASDAQ Stock Market.


<PAGE>   3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

                  Incorporated by reference in this Registration Statement are
the following documents heretofore filed by Moore-Handley, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"):

                  a.       The Company's latest annual report filed pursuant to
                           Sections 13(a) or 15(d) of the Exchange Act;

                  b.       All other reports filed by the Company pursuant to
                           sections 13(a) or 15(d) of the Exchange Act since the
                           end of the fiscal year covered by the annual report
                           referred to in (a) above; and

                  c.       The description of the Company's Common Stock, par
                           value $.10 per share (the "Common Stock"), contained
                           in a registration statement filed under the Exchange
                           Act, and any amendment or report filed for the
                           purpose of updating such description.

                  All documents subsequently filed by the Company pursuant to
sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that indicates that all securities offered hereby have
been sold or that deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the dates of filing of such documents.

                  Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein (or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein) modified
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

Item 4.           Description of Securities

                  Not applicable.


                                       3
<PAGE>   4

Item 5.           Interests of Named Experts and Counsel

                  None.

Item 6.           Indemnification of Directors and Officers

                  The Delaware General Corporation Law (the "Delaware Law")
permits a Delaware corporation to include a provision in its Certificate of
Incorporation, and the Company's Restated Certificate of Incorporation so
provides, eliminating or limiting the personal liability of a director to the
Corporation or its Stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision may not eliminate or limit the
liability of a director (i) for any such of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware Law which makes directors personally
liable for unlawful dividends or unlawful stock repurchases or redemptions.
Under Delaware law, directors and officers may be indemnified against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement in
connection with any threatened, pending or completed action, suit or proceeding
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation (a "derivative action")) if they acted in
good faith and in a manner they reasonably believed to be in or not opposed to
the best interest of the Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful. In
derivative actions, indemnification extends only to expenses (including
attorneys' fees) incurred in connection with defense or settlement of such an
action and, in the event such person shall have been adjudged to be liable to
the corporation, only to the extent that a proper court shall have determined
that such person is fairly and reasonably entitled to indemnity for such
expenses.

                  The Company's Restated Certificate of Incorporation provides,
among other things, that each person who was or is made a party to, or is
threatened to be made a party to, or is involved in, any action, suit or
proceeding by reason of the fact that he is the legal representative, or is or
was a director or officer of the Company (or was serving at the request of the
Company as a director, officer, employee or agent for another entity) while
serving in such capacity, shall be indemnified and held harmless by the Company
to the full extent authorized by the Delaware Law, as in effect (or, to the
extent indemnification is broadened, as it may be amended), against all
expenses, liability or loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amount to be paid in settlement) reasonably
incurred by such person in connection therewith. The Company's Restated
Certificate of Incorporation also provides that the right of indemnification
conferred to the director, officer or legal representative by the Company's
Restated Certificate of Incorporation shall include the right to be paid by the
Company for expenses in defending the proceedings specified above, in advance of
their


                                       4
<PAGE>   5

final disposition. The Company may also, by action of its Board of Directors,
provide indemnification to its employees and agents with the same scope and
effect as the foregoing indemnification of directors and officers.

                  The Company maintains directors' and officers' reimbursement
and liability insurance pursuant to standard form policies. The risks covered by
such policies include certain liabilities under the securities law.

Item 7.           Exemption from Registration Claimed

                  Not applicable.

Item 8.           Exhibits

                  An Exhibit Index, containing a list of all exhibits filed with
this registration statement, is included on page 9.

Item 9.           Undertakings

                  (a)      Rule 415 Offering. The undersigned Registrant hereby
         undertakes:

                  (1)      To file, during any period in which offers or sales
         are being made, a post-effective amendment to this Registration
         Statement:

                           (i)      To include any Prospectus required by
                  section 10(a)(3) of the Securities Act, unless the information
                  is contained in periodic reports filed by the Registrant
                  pursuant to section 13 or section 15(d) of the Exchange Act
                  that are incorporated by reference in the Registration
                  Statement;

                           (ii)     To reflect in the Prospectus any facts or
                  events arising after the effective date of the Registration
                  Statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in the
                  Registration Statement, unless the information is contained in
                  periodic reports filed by the Registrant pursuant to section
                  13 or section 15(d) of the Exchange Act that are incorporated
                  by reference in the Registration Statement;

                           (iii)    To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the Registration Statement or any material change to such
                  information in the Registration Statement.


                                       5
<PAGE>   6

                           (2)      That, for the purpose of determining any
                  liability under the Securities Act, each such post-effective
                  amendment shall be deemed to be a new registration statement
                  relating to the securities offered therein, and the offering
                  of such securities at that time shall be deemed to be the
                  initial bona fide offering thereof.

                           (3)      To remove from registration by means of a
                  post-effective amendment any of the securities being
                  registered which remain unsold at the termination of the
                  offering.

                           (b)      Subsequent Exchange Act Documents. The
         undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         Registrant's annual report pursuant to section 13(a) or section 15(d)
         of the Exchange Act (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to section 15(d) of the Exchange
         Act) that is incorporated by reference in the Registration Statement
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

                           (c)      Indemnification. Insofar as indemnification
         for liabilities arising under the Securities Act may be permitted to
         directors, officers and controlling persons of the Registrant pursuant
         to the foregoing provisions, or otherwise, the Registrant has been
         advised that in the opinion of the Securities and Exchange Commission
         such indemnification is against public policy as expressed in the
         Securities Act and is, therefore, unenforceable. In the event that a
         claim for indemnification against such liabilities (other than the
         payment by the Registrant of expenses incurred or paid by a director,
         officer or controlling person of the Registrant in the successful
         defense of any action, suit or proceeding) is asserted by such
         director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the
         Securities Act and will be governed by the final adjudication of such
         issue.


                                       6
<PAGE>   7

                                   SIGNATURES

                  The Registrant. Pursuant to the requirements 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-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pelham, Alabama on the 7th day of May,
2001.

                                         MOORE-HANDLEY, INC.


                                         By: /s/ Judi Watson
                                             ---------------
                                             Judi Watson
                                             Treasurer

                  Each person whose signature appears below does hereby make,
constitute and appoint William Riley and Judi Watson and each of them, with full
power to act without the other, his true and lawful attorney-in-fact and agent,
in his name, place and stead to execute on his behalf, as a director of
Moore-Handley, Inc. (the "Company"), the Registration Statement of the Company
on Form S-8 (the "Registration Statement") for the registration of shares of the
Company's common stock, par value $.10 ("Common Stock"), in connection with the
Moore-Handley, Inc. 2001 Incentive Compensation Plan and any and all amendments
(including post-effective amendments) to the Registration Statement, and file
the same with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933 (the "Act"), and any and all other instruments which
either of said attorneys-in-fact and agents deems necessary or advisable to
enable the Company to comply with the Act, the rules, regulations and
requirements of the SEC in respect thereof, and the securities or Blue Sky laws
of any State or other governmental subdivision, giving and granting to each of
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing whatsoever necessary or appropriate to be done in
and about the premises as fully to all intents as he might or could do if
personally present at the doing thereof, with full power of substitution and
resubstitution, hereby ratifying and confirming all that his said
attorneys-in-fact and agents or substitutes may or shall lawfully do or cause to
be done by virtue hereof.


                                       7
<PAGE>   8

                  Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signatures                    Title                       Date
----------                    -----                       ----
<S>                           <C>                         <C>

                              Chairman of the Board,      May 02, 2001
/s/ William Riley             Director and Chief
--------------------------    Executive Officer
William Riley                 (Principal Executive
                              Officer)


                              Treasurer                   May 02, 2001
/s/ Judi Watson
--------------------------
Judi Watson


                              Director                    May 02, 2001
/s/ Michael J. Gaines
--------------------------
Michael J. Gaines


                              Director                    May 02, 2001
/s/ Pierce E. Marks, Jr.
--------------------------
Pierce E. Marks, Jr.


                              Director                    May 02, 2001
Michael B. Stubbs
--------------------------
Michael B. Stubbs


                              Director                    May 02, 2001
Michael Palmer
--------------------------
Michael Palmer
</TABLE>


                                       8
<PAGE>   9

                                Index to Exhibits

<TABLE>
<CAPTION>
Exhibit No.                           Description of Exhibit
-----------                           ----------------------

<S>               <C>
4.1               Specimen Certificate of Common Stock, $.10 par value per
                  share, of the Company (incorporated by reference to the
                  relevant exhibit to the Company's Registration Statement on
                  Form S-1 (Registration No. 33-3032)).

4.2               Restated Certificate of Incorporation of the Company
                  (incorporated by reference to the Company's Annual Report on
                  Form 10-K for the year ended December 31, 1987).

4.3               Bylaws of the Company (incorporated by reference to the
                  Company's Registration Statement on Form S-1 (Registration No.
                  33-3032)), as amended on May 7, 1987 (incorporated by
                  reference to the Company's Annual Report on Form 10-K for the
                  ended December 31, 1987).

5                 Opinion of Debevoise & Plimpton (filed herewith).

23.1              Consent of Ernst & Young LLP (filed herewith).

23.2              Consent of Debevoise & Plimpton (included in Exhibit 5).

24                Powers of Attorney (filed herewith - see pages 7-8 of the
                  Registration Statement).

99                Moore-Handley, Inc. 2001 Incentive Compensation Plan (filed herewith).
</TABLE>


                                       9
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{"company-data": {"conformed-name": "MOORE HANDLEY INC /DE/", "cik": "0000788951", "assigned-sic": "5072", "irs-number": "630819773", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60406", "film-number": "1625315"}, "business-address": {"street1": "133 PEACHTREE STREET", "street2": "SUITE 4710", "city": "ATLANTA", "state": "GA", "zip": "30303", "phone": "2056638011"}, "mail-address": {"street2": "3140 PELHAM PKWY", "city": "PELHAM", "state": "AL", "zip": "35124"}}
1

      As filed with the Securities and Exchange Commission on May 8, 2001

                                                Registration No. 333-___________

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

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                ----------------

                               MOORE-HANDLEY, INC.
             (Exact name of registrant as specified in its charter)

               DELAWARE                                   63-0819773
    (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                   Identification No.)

                               3140 PELHAM PARKWAY
                              PELHAM, ALABAMA 35124
                    (Address of Principal Executive Offices)

              MOORE-HANDLEY, INC. 2001 INCENTIVE COMPENSATION PLAN
                            (Full title of the Plan)

                                   JUDI WATSON
                               MOORE-HANDLEY, INC.
                               3140 PELHAM PARKWAY
                              PELHAM, ALABAMA 35124
                                 (205) 663-8011
            (Name, address and telephone number of agent for service)

================================================================================
2

                         CALCULATION OF REGISTRATION FEE
======================================================================================
                                      Proposed        Proposed
                                      maximum         maximum
Title of securities    Amount to be   offering price  aggregate       Amount of
to be registered       registered     per unit        offering price  registration fee
--------------------   ------------   --------------  --------------  ----------------
Common                  460,000(1)       $1.00(2)       $460,000(2)        $115.00
Stock, par
value $.10 per
share

======================================================================================
(1)      Consists of shares of Common Stock to be offered pursuant to the
         Moore-Handley, Inc. 2001 Incentive Compensation Plan (the "Plan"). Such
         indeterminate number of additional shares as may be issuable pursuant
         to the recapitalization provisions under the Plan is hereby also
         registered.

(2)      Computed pursuant to Rule 457(h) solely for the purpose of determining
         the registration fee, based upon an assumed price of $1.00 per share,
         which was the average of the bid and ask prices of Moore-Handley, Inc.
         common shares on May 2, 2001, as reported on the NASDAQ Stock Market.
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

                  Incorporated by reference in this Registration Statement are
the following documents heretofore filed by Moore-Handley, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"):

                  a.       The Company's latest annual report filed pursuant to
                           Sections 13(a) or 15(d) of the Exchange Act;

                  b.       All other reports filed by the Company pursuant to
                           sections 13(a) or 15(d) of the Exchange Act since the
                           end of the fiscal year covered by the annual report
                           referred to in (a) above; and

                  c.       The description of the Company's Common Stock, par
                           value $.10 per share (the "Common Stock"), contained
                           in a registration statement filed under the Exchange
                           Act, and any amendment or report filed for the
                           purpose of updating such description.

                  All documents subsequently filed by the Company pursuant to
sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that indicates that all securities offered hereby have
been sold or that deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the dates of filing of such documents.

                  Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this registration statement to the extent that a
statement contained herein (or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein) modified
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

Item 4.           Description of Securities

                  Not applicable.

                                       3
4

Item 5.           Interests of Named Experts and Counsel

                  None.

Item 6.           Indemnification of Directors and Officers

                  The Delaware General Corporation Law (the "Delaware Law")
permits a Delaware corporation to include a provision in its Certificate of
Incorporation, and the Company's Restated Certificate of Incorporation so
provides, eliminating or limiting the personal liability of a director to the
Corporation or its Stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision may not eliminate or limit the
liability of a director (i) for any such of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware Law which makes directors personally
liable for unlawful dividends or unlawful stock repurchases or redemptions.
Under Delaware law, directors and officers may be indemnified against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement in
connection with any threatened, pending or completed action, suit or proceeding
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation (a "derivative action")) if they acted in
good faith and in a manner they reasonably believed to be in or not opposed to
the best interest of the Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful. In
derivative actions, indemnification extends only to expenses (including
attorneys' fees) incurred in connection with defense or settlement of such an
action and, in the event such person shall have been adjudged to be liable to
the corporation, only to the extent that a proper court shall have determined
that such person is fairly and reasonably entitled to indemnity for such
expenses.

                  The Company's Restated Certificate of Incorporation provides,
among other things, that each person who was or is made a party to, or is
threatened to be made a party to, or is involved in, any action, suit or
proceeding by reason of the fact that he is the legal representative, or is or
was a director or officer of the Company (or was serving at the request of the
Company as a director, officer, employee or agent for another entity) while
serving in such capacity, shall be indemnified and held harmless by the Company
to the full extent authorized by the Delaware Law, as in effect (or, to the
extent indemnification is broadened, as it may be amended), against all
expenses, liability or loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amount to be paid in settlement) reasonably
incurred by such person in connection therewith. The Company's Restated
Certificate of Incorporation also provides that the right of indemnification
conferred to the director, officer or legal representative by the Company's
Restated Certificate of Incorporation shall include the right to be paid by the
Company for expenses in defending the proceedings specified above, in advance of
their

                                       4
5

final disposition. The Company may also, by action of its Board of Directors,
provide indemnification to its employees and agents with the same scope and
effect as the foregoing indemnification of directors and officers.

                  The Company maintains directors' and officers' reimbursement
and liability insurance pursuant to standard form policies. The risks covered by
such policies include certain liabilities under the securities law.

Item 7.           Exemption from Registration Claimed

                  Not applicable.

Item 8.           Exhibits

                  An Exhibit Index, containing a list of all exhibits filed with
this registration statement, is included on page 9.

Item 9.           Undertakings

                  (a)      Rule 415 Offering. The undersigned Registrant hereby
         undertakes:

                  (1)      To file, during any period in which offers or sales
         are being made, a post-effective amendment to this Registration
         Statement:

                           (i)      To include any Prospectus required by
                  section 10(a)(3) of the Securities Act, unless the information
                  is contained in periodic reports filed by the Registrant
                  pursuant to section 13 or section 15(d) of the Exchange Act
                  that are incorporated by reference in the Registration
                  Statement;

                           (ii)     To reflect in the Prospectus any facts or
                  events arising after the effective date of the Registration
                  Statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent a
                  fundamental change in the information set forth in the
                  Registration Statement, unless the information is contained in
                  periodic reports filed by the Registrant pursuant to section
                  13 or section 15(d) of the Exchange Act that are incorporated
                  by reference in the Registration Statement;

                           (iii)    To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the Registration Statement or any material change to such
                  information in the Registration Statement.

                                       5
6

                           (2)      That, for the purpose of determining any
                  liability under the Securities Act, each such post-effective
                  amendment shall be deemed to be a new registration statement
                  relating to the securities offered therein, and the offering
                  of such securities at that time shall be deemed to be the
                  initial bona fide offering thereof.

                           (3)      To remove from registration by means of a
                  post-effective amendment any of the securities being
                  registered which remain unsold at the termination of the
                  offering.

                           (b)      Subsequent Exchange Act Documents. The
         undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         Registrant's annual report pursuant to section 13(a) or section 15(d)
         of the Exchange Act (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to section 15(d) of the Exchange
         Act) that is incorporated by reference in the Registration Statement
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

                           (c)      Indemnification. Insofar as indemnification
         for liabilities arising under the Securities Act may be permitted to
         directors, officers and controlling persons of the Registrant pursuant
         to the foregoing provisions, or otherwise, the Registrant has been
         advised that in the opinion of the Securities and Exchange Commission
         such indemnification is against public policy as expressed in the
         Securities Act and is, therefore, unenforceable. In the event that a
         claim for indemnification against such liabilities (other than the
         payment by the Registrant of expenses incurred or paid by a director,
         officer or controlling person of the Registrant in the successful
         defense of any action, suit or proceeding) is asserted by such
         director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the
         Securities Act and will be governed by the final adjudication of such
         issue.

                                       6
7

                                   SIGNATURES

                  The Registrant. Pursuant to the requirements 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-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Pelham, Alabama on the 7th day of May,
2001.

                                         MOORE-HANDLEY, INC.

                                         By: /s/ Judi Watson
                                             ---------------
                                             Judi Watson
                                             Treasurer

                  Each person whose signature appears below does hereby make,
constitute and appoint William Riley and Judi Watson and each of them, with full
power to act without the other, his true and lawful attorney-in-fact and agent,
in his name, place and stead to execute on his behalf, as a director of
Moore-Handley, Inc. (the "Company"), the Registration Statement of the Company
on Form S-8 (the "Registration Statement") for the registration of shares of the
Company's common stock, par value $.10 ("Common Stock"), in connection with the
Moore-Handley, Inc. 2001 Incentive Compensation Plan and any and all amendments
(including post-effective amendments) to the Registration Statement, and file
the same with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933 (the "Act"), and any and all other instruments which
either of said attorneys-in-fact and agents deems necessary or advisable to
enable the Company to comply with the Act, the rules, regulations and
requirements of the SEC in respect thereof, and the securities or Blue Sky laws
of any State or other governmental subdivision, giving and granting to each of
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing whatsoever necessary or appropriate to be done in
and about the premises as fully to all intents as he might or could do if
personally present at the doing thereof, with full power of substitution and
resubstitution, hereby ratifying and confirming all that his said
attorneys-in-fact and agents or substitutes may or shall lawfully do or cause to
be done by virtue hereof.

                                       7
8

                  Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures                    Title                       Date
----------                    -----                       ----
Chairman of the Board,      May 02, 2001
/s/ William Riley             Director and Chief
--------------------------    Executive Officer
William Riley                 (Principal Executive
                              Officer)

                              Treasurer                   May 02, 2001
/s/ Judi Watson
--------------------------
Judi Watson

                              Director                    May 02, 2001
/s/ Michael J. Gaines
--------------------------
Michael J. Gaines

                              Director                    May 02, 2001
/s/ Pierce E. Marks, Jr.
--------------------------
Pierce E. Marks, Jr.

                              Director                    May 02, 2001
Michael B. Stubbs
--------------------------
Michael B. Stubbs

                              Director                    May 02, 2001
Michael Palmer
--------------------------
Michael Palmer
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                                Index to Exhibits
Exhibit No.                           Description of Exhibit
-----------                           ----------------------
4.1               Specimen Certificate of Common Stock, $.10 par value per
                  share, of the Company (incorporated by reference to the
                  relevant exhibit to the Company's Registration Statement on
                  Form S-1 (Registration No. 33-3032)).

4.2               Restated Certificate of Incorporation of the Company
                  (incorporated by reference to the Company's Annual Report on
                  Form 10-K for the year ended December 31, 1987).

4.3               Bylaws of the Company (incorporated by reference to the
                  Company's Registration Statement on Form S-1 (Registration No.
                  33-3032)), as amended on May 7, 1987 (incorporated by
                  reference to the Company's Annual Report on Form 10-K for the
                  ended December 31, 1987).

5                 Opinion of Debevoise & Plimpton (filed herewith).

23.1              Consent of Ernst & Young LLP (filed herewith).

23.2              Consent of Debevoise & Plimpton (included in Exhibit 5).

24                Powers of Attorney (filed herewith - see pages 7-8 of the
                  Registration Statement).

99                Moore-Handley, Inc. 2001 Incentive Compensation Plan (filed herewith).
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