<PAGE>

     As filed with the Securities and Exchange Commission on April 22, 2002

                                                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. 1991 INCENTIVE COMPENSATION PLAN
                            (Full title of the Plan)


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


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

<PAGE>
<TABLE>
<CAPTION>

                                 CALCULATION OF REGISTRATION FEE


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

                                             Proposed maximum      Proposed maximum
Title of securities     Amount to be         offering price per    aggregate offering    Amount of
to be registered        registered           unit                  price                 registration fee
---------------------   ------------------   -------------------   -------------------   -------------------
<S>                     <C>                        <C>             <C>                   <C>
Common Stock, par       228,000 (1)                $4.88(2)        $601,952(2)           $55.38
value $.10 per share

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

(1)               Consists of shares of Common Stock offered pursuant to the
                  stock options granted under Moore-Handley, Inc. 1991 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 actual exercise
                  prices for options granted ranging between $1.31 - $4.88 per
                  share.

<PAGE>


                                     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>

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>

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>

         (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>

                                   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 __ day of April, 2002.

                                          MOORE-HANDLEY, INC.



                                          By: /s/ Gary Mercer
                                             -----------------------------------
                                                  Gary Mercer
                                                  Chief Financial Officer


         Each person whose signature appears below does hereby make, constitute
and appoint William Riley and Gary Mercer 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. 1991 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>

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

/s/ William Riley               Chairman of the Board,         April 19, 2002
-----------------------------   Director and Chief Executive
William Riley                   Officer (Principal Executive
                                Officer)

/s/ Gary Mercer                 Chief Financial Officer        April 19, 2002
-----------------------------   (Principal Accounting and
Gary Mercer                     Financial Officer)


/s/ Michael J. Gaines           Director                       April 14, 2002
-----------------------------
Michael J. Gaines


/s/ Pierce E. Marks, Jr.        Director                       April 19, 2002
-----------------------------
Pierce E. Marks, Jr.


/s/ Michael Palmer              Director                       April 19, 2002
-----------------------------
Michael Palmer


/s/ Michael B. Stubbs           Director                       April 19, 2002
-----------------------------
Michael B. Stubbs




                                       8
<PAGE>

                                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. 1991 Incentive Compensation Plan (filed
               herewith).





                                       9
[{"type": "S-8", "sequence": "1", "filename": "gs8-28191.txt", "description": "S-8", "secsgml_size_bytes": 18970}]
{"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": "333-86708", "film-number": "02616688"}, "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"}}
As filed with the Securities and Exchange Commission on April 22, 2002

                                                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. 1991 INCENTIVE COMPENSATION PLAN
                            (Full title of the Plan)

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

================================================================================
CALCULATION OF REGISTRATION FEE

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

                                             Proposed maximum      Proposed maximum
Title of securities     Amount to be         offering price per    aggregate offering    Amount of
to be registered        registered           unit                  price                 registration fee
---------------------   ------------------   -------------------   -------------------   -------------------
Common Stock, par       228,000 (1)                $4.88(2)        $601,952(2)           $55.38
value $.10 per share

============================================================================================================
(1)               Consists of shares of Common Stock offered pursuant to the
                  stock options granted under Moore-Handley, Inc. 1991 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 actual exercise
                  prices for options granted ranging between $1.31 - $4.88 per
                  share.
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
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
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
(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
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 __ day of April, 2002.

                                          MOORE-HANDLEY, INC.

                                          By: /s/ Gary Mercer
                                             -----------------------------------
                                                  Gary Mercer
                                                  Chief Financial Officer

         Each person whose signature appears below does hereby make, constitute
and appoint William Riley and Gary Mercer 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. 1991 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
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
----------                      -----                               ----

/s/ William Riley               Chairman of the Board,         April 19, 2002
-----------------------------   Director and Chief Executive
William Riley                   Officer (Principal Executive
                                Officer)

/s/ Gary Mercer                 Chief Financial Officer        April 19, 2002
-----------------------------   (Principal Accounting and
Gary Mercer                     Financial Officer)

/s/ Michael J. Gaines           Director                       April 14, 2002
-----------------------------
Michael J. Gaines

/s/ Pierce E. Marks, Jr.        Director                       April 19, 2002
-----------------------------
Pierce E. Marks, Jr.

/s/ Michael Palmer              Director                       April 19, 2002
-----------------------------
Michael Palmer

/s/ Michael B. Stubbs           Director                       April 19, 2002
-----------------------------
Michael B. Stubbs

                                       8
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. 1991 Incentive Compensation Plan (filed
               herewith).

                                       9