<PAGE>
 
     As filed with the Securities and Exchange Commission on April 1, 1999

                         Registration No. 33-_________
     =====================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              MOORE MEDICAL CORP.
             (Exact name of registrant as specified in its charter)

        Delaware                             22-1897821
        (State or other jurisdiction of      (I.R.S. Employer
        incorporation or organization)       Identification No.)

                              MOORE MEDICAL CORP.
                                 P.O. Box 1500
                             389 John Downey Drive
                           New Britain, CT 06050-1500
                   (Address of Principal Executive Officers)

                Moore Medical Corp. Incentive Stock Option Plan
              Moore Medical Corp. Non-Qualified Stock Option Plan
                           (Full title of the plans)


                                David V. Harper
                       Executive Vice President - Finance
                              Moore Medical Corp.
                             389 John Downey Drive
                           New Britain, CT 06050-1500
                    (Name and address of agent for service)

                                  860-826-3600
         (Telephone number, including area code, of agent for service)

                                    Copy to:
                            Joseph Greenberger, Esq.
                    1370 Avenue of the Americas, Suite 2701
                         New York, New York  10019-4602

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
 
Title of               Amount to be       Proposed maximum          Proposed maximum       Amount of
securities to be       registered         offering price per        aggregate offering     registration                      
registered             (1)                share (2)                 price (2)              fee
----------------       ------------       -----------------         ------------------     --------------
<S>                    <C>               <C>                        <C>                    <C>
Common                 150,000 (3)             $10.875                  $1,631,250            $453.49
Stock, $.01            200,000 (4)             $10.875                  $2,175,000            $327.34 (5)
par value                
                       ------------       -----------------         ------------------     --------------
Total                  350,000                                          $3,806,250            $786.83
</TABLE>
     ____________

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
    Registration Statement also covers an indeterminate amount of securities to
    be offered or sold as result of any adjustments made in connection with
    stock splits, stock dividends or similar events.

(2) Estimated solely for the purposes of calculating the registration fee.
    Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the
    proposed maximum offering price per share and the proposed maximum aggregate
    offering price have been determined on the basis of the closing price of the
    Common Stock on March 23, 1999, of $10.875, as reported on The American
    Stock Exchange.

(3) Registers 150,000 shares of Common Stock issuable under options heretofore
    or hereafter granted under the Registrant's Non-Qualified Stock Option Plan
    (the "NQO Plan"); also registers reoffers and resales, pursuant to the
    "reoffer prospectus" included herein, of such securities by persons who may
    be affiliates (as defined under Rule 405 of the Securities Act) of the
    Company.

(4) Registers 200,000 shares of Common Stock issuable on exercises of options
    heretofore or hereafter granted under the Registrant's Incentive Stock
    Option Plan (the "ISO Plan"), inclusive of the 100,000 shares of Common
    Stock previously registered in its registration statement on Form S-8
    (registration no. 33-68128), filed August 27, 1993; also registers reoffers
    and resales of 13,425 restricted shares of Common Stock acquired pursuant to
    options heretofore granted and exercised under the ISO Plan by persons who
    are not affiliates (as defined under Rule 405 of the Securities Act) of the
    Company, and 186,575 shares of Common Stock which may be acquired by
    affiliates of the Company upon the exercises of options granted or that may
    be granted under the ISO Plan.

(5) Pursuant to Rule 429 under the Securities Act, the "reoffer prospectus"
    included herein is, a "combined prospectus" which relates both to the
    Registration Statement filed herewith and the Registrant's registration
    statement of Form S-8 (registration no. 33-68128), filed August 27, 1993.
    The number of securities being carried forward is 86,575 shares of Common
    Stock, the amount of filing fee associated with the securities being carried
    forward is $277.31, and the amount of filing fee associated with such
    securities that was previously paid was $277.31.
<PAGE>
 
                               EXPLANATORY NOTE

This Registration Statement registers:

  (a) The offer and sale by the Moore Medical Corp. (the "Company"), of 200,000
shares of Common Stock issuable on exercises of options heretofore or hereafter
granted under its Incentive Stock Option Plan (the "ISO Plan"), inclusive of the
100,000 shares of Common Stock  registered in its registration statement on Form
S-8 (registration no. 33-68128), filed August 27, 1993 (the "Prior Registration
Statement");

  (b) The reoffer and resale, pursuant to the "reoffer prospectus" included
herein, of 13,425 restricted shares of Common Stock acquired pursuant to options
heretofore granted and exercised under the ISO Plan by persons who are not
affiliates (as defined under Rule 405 of the Securities Act of 1933, as amended
(the "Securities Act")) of the Company;

  (c) The reoffer and resale, pursuant to the "reoffer prospectus" included
herein, of the balance of 186,575 shares of the Company's Common Stock which may
be acquired by affiliates of the Company upon the exercises by such affiliates
of options granted or that may be granted under the ISO Plan;

  (d) The offer and sale by the Company of 150,000 shares of its Common Stock
under options heretofore or hereafter granted under its Non-Qualified Stock
Option Plan (the "NQO Plan"); and

  (e) The reoffer and resale, pursuant to the "reoffer prospectus" included
herein, of 150,000 shares of Common Stock which may be acquired on exercises of
options heretofore or hereafter granted under the NQO Plan by persons who may be
affiliates (as defined under Rule 405 of the Securities Act) of of the Company.


                           SECTION 10(a) PROSPECTUS;
                              REOFFER PROSPECTUS;

Section 10(a) Prospectus.  The documents containing the information specified in
-------------------------                                                       
Part I of this Registration Statement on Form S-8 will be sent or given to
participants in the Plans as specified by Rule 428(b)(i) under the Securities
Act.  Such documents are not required to be, and are not being, filed by the
Company with the Securities and Exchange Commission, (the "Commission"), either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. Such documents,
together with the documents incorporated by reference herein pursuant to Item 3
of Part II of this Registration Statement on Form S-8 under the Securities Act,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

Reoffer Prospectus.  The material which follows, up to but not including the
-------------------                                                         
page beginning Part II of the Registration Statement of which this Prospectus is
a part, constitutes a "reoffer prospectus," prepared in accordance with the
requirements of Part I of Form S-3 under the Securities Act, in accordance with
General Instruction C of Form S-8 under the Securities Act.

                                       1
<PAGE>
 
REOFFER PROSPECTUS

                              MOORE MEDICAL CORP.

                                 250,000 SHARES
                                       OF
                                  COMMON STOCK

This Reoffer Prospectus (the "Prospectus") relates to the reoffer and resale of
an aggregate of (a) 150,000 shares (the "Shares") of the Common Stock, par value
$.01 per share (the "Common Stock"), of Moore Medical Corp. (the "Company" or
the "Registrant") issuable under options which have been granted or which may be
granted under its Non-Qualified Stock Option Plan (the "NQO Plan") to officers
and directors of the Company who may be deemed to be affiliates (as such term is
defined in Rule 405 under the Securities Act of 1933, as amended (the
"Securities Act")) of the Company, as identified herein under "Selling
Stockholders, (b) 186,575 shares (also "Shares") of Common Stock issuable under
options which have been granted or may be granted under its Incentive Stock
Option Plan (the "ISO Plan") to employees (also "Selling Stockholders") of the
Company, some or all of whom may be affiliates of the Company, and (c) 13,425
shares (also "Shares") which have been issued as restricted securities to
persons (also "Selling Stockholders") who are not affiliates of the Company on
exercises of options previously granted under the ISO Plan. The Company may from
time to time supplement and/or amend this Prospectus to cover additional shares
of Common Stock that underlie options granted pursuant to the Plans to
affiliates of the Company.

The Selling Stockholders may, from time to time, offer all or part of the Shares
on The American Stock Exchange, upon which shares of the Company's Common Stock
are now tradable, or such other national securities exchanges or on Nasdaq or
another interdealer quotation system upon which the Common Stock may be tradable
at the time of any such sales, at fixed prices that may be changed, at market
prices at the time of sale, at prices related to market prices or at negotiated
prices, or by a combination of these methods. The Selling Stockholders will pay
the brokerage commissions charged to sellers in connection with any sales of
Shares hereunder. The Selling Stockholders may also effect these transactions by
selling the Shares to or through broker-dealers, who may receive compensation in
the form of discounts or commissions from a Selling Stockholder, or from the
purchasers of the Common Stock for whom the broker-dealers may act as agent or
to whom they may sell as principal, or from both. The Company will pay all
expenses in connection with the preparation and reproduction of the Registration
Statement of which this Prospectus is a part, which current expenses are
estimated, in the aggregate, to be approximately $10,000. The Company will not
receive any part of the proceeds of any sales by Selling Stockholders of Shares.
However, the Company has received or will receive the exercise price paid or
payable by Selling Stockholders upon the exercise of options granted or which
may be granted under the Plans. In lieu of being sold pursuant to this
Prospectus, any of the Shares which are eligible for sale pursuant to Rule 144
under the Securities Act ("Rule 144") may be sold by Selling Stockholders under
Rule 144. See "Plan of Distribution."

The Company's Common Stock trades on The American Stock Exchange under the
ticker symbol "MMD".  On March 23, 1999, the closing price of the Common Stock
as reported on The American Stock Exchange was $10.875 per share.

                                       2
<PAGE>
 
See "RISK FACTORS" beginning on page 7 for a discussion of certain factors that
should be considered in connection with an investment in the Common Stock
offered hereby.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OF ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

No broker, dealer, salesman or any other person has been authorized to give any
information or to make any representations, other than as contained herein, in
connection with the offer made in this Prospectus, and any information or
representations not contained herein must not be relied upon as having been
authorized by the Company or the Selling Stockholders.  This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any security
other than the Common Stock offered by this Prospectus, nor does it constitute
an offer to sell or a solicitation of an offer to buy any shares of Common Stock
offered hereby to any person in any jurisdiction where it is unlawful to make
such an offer or solicitation to such person.  Neither the delivery of this
Prospectus nor any sale hereunder shall under any circumstances create any
implication that information contained herein is correct as of any time
subsequent to the date hereof.

The date of this Prospectus is April 1, 1999.

                                       3
<PAGE>
 
TABLE OF CONTENTS



AVAILABLE INFORMATION.................................................. 5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................ 5
PROSPECTUS SUMMARY..................................................... 6
RISK FACTORS........................................................... 7
BUSINESS............................................................... 9
CERTAIN FACTORS AFFECTING FORWARD LOOKING STATEMENTS...................13
USE OF PROCEEDS........................................................14
SELLING STOCKHOLDERS...................................................14
PLAN OF DISTRIBUTION...................................................16
DESCRIPTION OF CAPITOL STOCK...........................................17
LEGAL MATTERS..........................................................18
DISCLOSURE OF COMMISSION POSITION ON
  INDEMNIFICATION FOR SECURITIES ACT LIABILITIES.......................18

                                       4
<PAGE>
 
AVAILABLE INFORMATION

The Company has filed a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act with the Commission with respect to the
shares of Common Stock of the Company offered hereby.  As permitted by the rules
and regulations of the Commission, this Prospectus omits certain information
contained in the Registration Statement and the exhibits and schedules thereto.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the U.S.
Securities and Exchange Commission (the "Commission").  Such reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the Public Reference Room maintained by the Commission
at 450 Fifth Street, N.W., Room 1024, Washington, D.C., 20549, and at the
regional offices of the Commission at 7 World Trade Center, 13th Floor, New
York, New York, 10048 and Northwestern Atrium Center, 500 West Madison Street,
Room 1400, Chicago, Illinois 60661-2511.  Copies of such material can be
obtained from the Public Reference Room of the Commission at 450 Fifth Street,
N.W., Washington, D.C., at prescribed rates.  Information regarding the
operation of the Public Reference Room may be obtained by calling the Commission
at 1-800-SEC-0330.  The Commission maintains a World Wide Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission.  The address of that
site is http://www.sec.gov. The Company's Common Stock is traded on The American
Stock Exchange under the ticker symbol "MMD."  Reports, proxy statements and
other information may also be inspected at The American Stock Exchange, 86
Trinity Place, New York, New York  10006-1881.

Statements contained in this Prospectus as to the contents of any document
referred to are not necessarily complete, and in each instance reference is made
to the copy of such document filed as an Exhibit to the Registration Statement
or otherwise filed with the Commission, each such statement is qualified in all
respects by such reference, and each such document shall be deemed to be
incorporated by reference into this Prospectus.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company's Annual Report on Form 10-K for its fiscal year ended January 2,
1999, including all amendments filed for the purpose of completing or updating
such report, which has been heretofore filed by the Company with the Commission
pursuant to the Exchange Act is hereby incorporated by reference and made a part
hereof:

All other documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
the Registration Statement and prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all securities offered have
been sold or which de-registers all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to collectively as the
"Incorporated Documents").

Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded

                                       5
<PAGE>
 
for purposes of this Registration Statement to the extent that a statement
contained in any other subsequently filed Incorporated Document modifies or 
supersedes such statement. Any such statements so modified or superseded 
shall not be deemed, except as so modified or superseded, to constitute a 
part of the Registration Statement.

The Company undertakes to provide without charge to each person (including any
beneficial owner) to whom a copy of this Prospectus is delivered, upon oral or
written request of such person, a copy of any and all of the information that
has been or may be incorporated by reference in this Prospectus, other than
exhibits to such documents.  Requests for such copies should be directed to the
attention of David V. Harper, Executive Vice President - Finance, Moore Medical
Corp., 389 John Downey Drive, New Britain, CT 06050-1500, 860-826-3600.



                               PROSPECTUS SUMMARY

Common Stock being Offered..The Prospectus relates to an offering
                            by the Selling Stockholders of up to 250,000 shares
                            of Common Stock which may be acquired or have been
                            acquired by such Selling Stockholders upon the
                            exercise of options issued as of the date of this
                            Prospectus or thereafter under a Plan.

Common Stock Outstanding
after the Offering .........As of March 23, 1999 the Company had
                            (exclusive of 306,854 treasury shares) 2,939,221
                            shares of Common Stock outstanding.  As of the date
                            of the Prospectus, options for an aggregate of
                            48,400 shares of the Company's Common Stock are
                            outstanding under its  ISO Plan, and options for an
                            aggregate of 130,800 shares of its Common Stock are
                            outstanding under its NQO Plan. Assuming that all of
                            the options held by Selling Stockholders as of the
                            date of this Prospectus are exercised and no other
                            shares of Common Stock are issued following the date
                            of this Prospectus, the Company would have 3,118,821
                            shares of Common Stock outstanding.

Use of Proceeds.............The Company will not receive any proceeds from the 
                            sale of the Shares offered by the Selling 
                            Stockholders.  However, the Company has
                            received or will receive the exercise price paid or
                            payable by Selling Stockholders upon the exercise of
                            options issued under a Plan.  If all of the options
                            held by the Selling Stockholders as of the date of
                            this Prospectus are exercised, the Company will
                            receive aggregate estimated proceeds in connection
                            with the

                                       6
<PAGE>
 
                            payment of the exercise prices of such options
                            (excluding any amounts  received in respect thereof
                            by the Company in connection with the exercise of
                            options prior to the date of this Prospectus) of
                            approximately $2,100,000.  The Company anticipates
                            using any proceeds received, and has used any such
                            proceeds previously received, upon the exercise of
                            the options for general corporate purposes,
                            including working capital.  See "Use of Proceeds."

AMEX
Market Symbol...............MMD

Risk Factors................See "Risk Factors" and "Certain
                            Factors Affecting Forward Looking Statements" for
                            discussions of certain risk factors that should be
                            considered by prospective investors in connection
                            with an investment in the Shares offered hereby.


                                 RISK FACTORS

An investment in the Shares offered by this Prospectus involves a degree of
risk.  In addition to the other information contained or incorporated by
reference in this Prospectus, the following factors should be considered
carefully in evaluating an investment in the Shares offered hereby.

Governmental and Private Healthcare Funding.

Most of the Company's customers are healthcare practitioners.  The healthcare
they provide is, to a significant extent, funded by federal, state and local
government agencies, including  Medicare and Medicaid, and by HMO, managed care
and other cost containment programs. Although the Company is not directly
affected by these agencies or programs, they indirectly affect the Company by
limiting funding of healthcare.  Proposed legislation and trends in HMO and
managed care may adversely affect the Company by further limiting healthcare
funding.

Distributor and Healthcare Provider Consolidations.

There have been consolidations among the Company's competing distributors,
affording them economies in purchasing inventory for resale, and among its
healthcare practitioners customers, affording them with greater power to bargain
for lower prices.  These trends affect the Company's margins.

Competition.

The healthcare supplies distribution industry is highly competitive.  Current
and potential competitors of the Company include regional and national full-
line, full-service healthcare supply and product distributors, independent
specialty distributors, mail order distributors that distribute

                                       7
<PAGE>
 
medical products and supplies on a regional or national basis, and certain
manufacturers that own distributors or that sell their products both to
distributors and directly to users, including clinics, physicians offices and
other categories of the Company's customers.  Some of these competitors have
greater financial, technical, marketing and managerial resources than the
Company.

Government Contract Price Adjustments.

The Company decided in 1997 to exit various U.S. government supply contracts.
It calculated certain price adjustments under the contracts for sales in 1991
through 1996, voluntarily disclosed these adjustments to the lead U.S.
government agency, and, based thereon, established a reserve.  Because that
governmental agency has not completed its own analysis and responded to the
Company's submission, the final amount of the price adjustments, which may be
more or less than the reserve, has not been determined.

Government Regulation.

The Company's healthcare supplies distribution business is required to register
for permits and licenses with, and comply with certain strict operating and
security standards of, the U. S. Drug Enforcement Administration, U.S. Food and
Drug Administration and other federal, state and local  agencies.  Although the
Company believes that it is in substantial compliance with the applicable
regulations, failure to comply could adversely affect the Company's operations.

Shared Chief Executive Office Functions.

Since January 1, 1999, Richard A. Bucchi, the Company's Executive Vice President
- Sales and Marketing, David V. Harper, its Executive Vice President - Finance,
and Kenneth S. Kollmeyer, its Executive Vice President - Operations, have
jointly discharged the chief executive officer functions of the Company as the
members of its then newly established Office of the President and co-chief
executive officers.  Although the Company believes the shared management
structure is functioning satisfactorily, there can be no guarantee it will
continue to do so.

Dependence on Key Employees.

The Company is dependent on the retention of its senior management.  It has no
employment agreement with, or key man insurance on, any of its employees.  The
loss of the services of senior management personnel could have a material
adverse effect on the Company.

Year 2000 Issues.

Year 2000 issues arise from the fact that many computer programs and some
hardware use two digits rather than four to define the applicable year.  This
could result in a system's failure or in miscalculations causing disruptions of
operations, including an inability to process transactions, fulfill orders, send
invoices or engage in other normal business activities.  During 1998, as a part
of a modernization program to upgrade data processing, integrate systems and
enhance internal

                                       8
<PAGE>
 
reporting, the Company purchased, and is presently implementing, an integrated
enterprise system  which has been represented to the Company by the vendor as
Year 2000 compliant.  The Company is assessing the Year 2000 compliance of its
internal non-information software and technology embedded in such systems as its
security, telecommunications and building systems.  It would be adversely
affected by Year 2000 issues if the new enterprise system's software or such
software or technology proves not to be fully Year 2000 compliant, or if the
Company's suppliers, customers, service practitioners or others do not address
Year 2000 issues successfully and in a timely manner.

Reliance on Service Providers.

The Company's operations are dependent on such services as deliveries from its
suppliers by truckers, deliveries to its customers by UPS and other common
carriers, and services relied on from other service providers, such as catalogue
printers.  Service disruptions, such as may be caused by labor strikes at such
service providers or other causes of delays or failures, could have adverse
effects on the Company's operations.

Charter, By-Law and Anti-Takeover Provisions.

The Company's corporate charter, by-laws and Rights Plan, as well as certain
provisions of Delaware General Corporation Law, contain provisions which may
deter, discourage or make more difficult a change in control of the Company,
even if such a change in control would be in the interest of some of the
Company's stockholders or if such change in control would provide such
stockholders with a substantial premium for their shares over then current
market prices.  For example, the Company's charter authorizes its Board of
Directors to issue one or more classes of preferred stock, having such
designations, rights and preferences as they determine, and such issuances may,
among other things, have an adverse effect on the rights of holders of common
stock.  The Company's by-laws provide that a shareholder may nominate persons
for election as directors only in compliance with specified notice provisions.
In addition, under the Company's Stockholder Rights Plan, in general, if a
person or group acquires more than 15% of its outstanding shares of common
stock, all other shareholders of the Company would have the right to purchase
securities from the Company at a discount to their fair market value, thus
causing substantial dilution to the holdings of the acquiring person or group.
The Rights Plan may inhibit a change in control and can adversely affect the
stockholders' ability to realize a premium over the then current market price
for the common stock.

                                    BUSINESS

Moore Medical Corp. is a national marketer and distributor of healthcare
products to approximately 96,000 healthcare practitioner customers in non-
hospital settings. Primary customer groups are physicians, emergency medical
services, medical departments at industrial sites, podiatrists, and
university/school health services. It markets approximately 8,500
medical/surgical and pharmaceutical supply products (SKUs) through direct mail,
telesales, and a small field sales force. Most customer orders are processed by
call center representatives. Most customers use the products in their healthcare
practices, rather than buying for resale. The Company fulfills orders from its
regional distribution centers in Connecticut, Florida, Illinois and California
and ships orders nationwide by common carriers. More than 90% of its customers
receive orders within two business

                                       9
<PAGE>
 
days.  The Company is in its fifty-third year of operation, and it has served
healthcare practitioner customers for over 25 years.  In 1997, the Company
decided to exit from its wholesale drug distribution business in order to
concentrate on its more profitable healthcare practitioner distribution
business, and the description of its operations in this report focuses on the
healthcare practitioner business.

Recent Developments.

During 1998, the Company:

       . received substantially all its revenues from healthcare practitioners,

       . successfully concluded its withdrawal from the wholesale drug 
         distribution business, a lower margin operation which had been 
         responsible for approximately 60% of its sales in 1997,

       . increased its gross profit margin rate to over 31% from 13.5% in 
         the prior year,

       . realigned its senior-most executive management by establishing an 
         office of the president which placed all chief executive officer 
         responsibilities directly with its chief finance, marketing and 
         operations officers, effective January 1, 1999,

       . completed staff changes to serve healthcare practitioners in non-
         hospital settings rather than, as in earlier years, have most of 
         its staff in the wholesale business, and

       . expanded its electronic commerce (e-commerce) presence through on-line
         marketing and sale of the full line of its products 
         (www.mooremedical.com).

Distribution of Healthcare Products.

Most product manufacturers will not sell directly to healthcare practitioners in
non-hospital settings the small quantities of products they regularly purchase.
Moreover, most healthcare practitioners prefer the administrative efficiencies
of purchasing their supplies from one or a few sources rather than from hundreds
of manufacturers.  Healthcare product distributors, by selling a very wide range
of products purchased from many manufacturers, economically move products from
the manufacturers' large, but separately narrow, product inventories to the
smaller volume, but much more varied, product selections required by healthcare
practitioners.  Customers find it efficient and convenient to rely on the
availability from distributors of thousands of different products, manufactured
by hundreds of manufacturers, offered at competitive prices, with prompt
delivery and a variety of other services.

The overall market for healthcare products at non-hospital sites has been
growing, largely because of:

       . an aging population,

                                       10
<PAGE>
 
       . increases in the amount and variety of products available for 
         diagnosis and treatments, as a result of medical advances, and

       . an increase in healthcare at more economical sites than hospitals, 
         as a result of cost containment pressures.

Governmental programs such as Medicare and Medicaid, and HMO's, managed care and
other insurance programs limit funding for healthcare products.  This has
contributed to consolidations of:

       . physician customers, as sole practitioners form groups and as practice
         organizations, (PPO's) form to provide business management for large 
         numbers of physicians,

       . other customer groups, notably emergency medical services and 
         podiatrists,

       . distributors of healthcare products into larger organizations serving 
         broader geographic areas, and

       . manufacturers of healthcare products.

In addition, customers expect better prices and services.  Services expectations
include a broad selection of products, speed of delivery, reliability of supply,
ease of ordering, and more extensive information on product specifications,
product use and pricing, and on government regulations.

Products.

The Company distributes approximately 8,500 healthcare product stock keeping
units (SKUs) consisting of medical/surgical supplies and pharmaceuticals.  Its
broad and diversified selection of medical/surgical supplies includes gauze and
wound dressings, examination room supplies, diagnostic tests and equipment,
personal protection products, surgical instruments, emergency response supplies,
continuing care products and infection control supplies.  Although most of its
products are consumables and disposables, the Company also sells small-dollar
medical/surgical equipment.  It is one of the few distributors of
medical/surgical products to non-hospital healthcare practitioners that also
offers pharmaceuticals.  Pharmaceutical products include unit-dose medications,
vaccines, injectables and ointments.  The Company purchases all its products,
primarily direct from manufacturers, and does not manufacture any product.

The Company exited the wholesale drug distribution business, in which it sold
primarily pharmaceuticals, during the fourth quarter of 1997.  Most of the
Company's medical/surgical supply sales are to healthcare practitioner end-
users, while, before withdrawing from its wholesale drug distribution business,
most of its pharmaceutical sales were to pharmacies for resale.  The following
table shows the sales and the percentages of total sales for the past three
years of pharmaceuticals and medical/surgical supplies:

                                       11
<PAGE>
 
Dollars in thousands            1998             1997              1996
--------------------            ----             ----              ----

Medical/surgical supplies     $90,635          $ 91,030          $ 78,731
                               75.0%             31.5%             27.5%

Pharmaceuticals               $30,211          $197,483          $207,618
                               25.0%             68.5%             72.5%

Customers.

The Company's approximately 96,000 healthcare practitioner customers typically
use its products in non-hospital settings.  Its most significant customer
groups, which account for approximately 85% of its sales, are physicians,
emergency medical services, medical departments at industrial sites, podiatrists
and university/school health services.  Most of the customers use the products
in their healthcare practice, as opposed to buying the products for resale.

Marketing and Distribution.

The Company markets nationally to existing and prospective customers through
direct mail, outbound telesales calls, and a small number of national account
field sales representatives.  The Company considers direct marketing to be one
of  its core strengths.

Catalogs and other product literature are designed by the Company's in-house
advertising department with different products featured for targeted customer
groups.  Mailings are regularly made to current customers based on buying
patterns and to prospective customers based on mailing lists.  The Company
provides for electronic ordering by customers through both a CD-ROM catalog and
an Internet presence (www.mooremedical.com).

Many customers order through one of the Company's toll free telephone numbers in
response to direct mail catalogs or other advertising literature.  Their orders
are processed by representatives in the Company's inbound call center.  Call
center representatives are trained on product features, to respond to customer
inquiries and on the Company's computerized order entry procedures.   In
addition, the Company has a staff of  outbound telesales representatives who
specialize in one or more customer groups.  They are trained on selling
techniques to effectively promote sales and establish new customers.  An
advanced phone system supports each call center and telesales representative,
and each is equipped with a computer terminal for access to customer and product
information and the order entry processing system.  A small number of field
sales representatives build relationships and negotiate sales terms with the
Company's larger customers in the industrial market.

The Company fulfills orders from its regional distribution centers in
Connecticut, Florida, Illinois and California.  Customer orders are directed by
its computer systems from the call center and telesales to the distribution
center closest to the customer.  There, orders are picked, packed and shipped to
customers by common carriers.  The Company utilizes United Parcel Services (UPS)
for the shipment of most of its customers' orders and, accordingly, is dependent
on UPS for efficient

                                       12
<PAGE>
 
delivery services.  More than 90% of customers receive orders within two
business days. The Company considers distribution reliability to be a core
strength.

The Company's marketing, sales, distribution and purchasing processes are
information intensive, making its computer systems essential to efficient
operations.

Suppliers.

The Company distributes the products of approximately 550 manufacturers of
medical/surgical supplies and pharmaceuticals.  It purchases most products
directly from manufacturers, but also purchases some products from other
distributors.  In 1998, the largest suppliers of the products which it sold in
its healthcare practitioner business were Graham-Field Health Products, Inc.,
Johnson & Johnson Healthcare Systems, Inc., Laerdal Medical Corp., Microflex
Medical Corp., Ortho Diagnostic Systems, Inc., SmithKline Beecham
Pharmaceuticals, and Tillotson Healthcare Corporation.  Management believes the
Company is a significant customer of a small portion of its vendors.  It has
several competing sources for many medical/surgical supplies and
pharmaceuticals. Sales of products from its largest supplier in 1998 accounted
for less than 5% of total sales.  The Company does not have any significant
long-term purchase commitments with its suppliers, nor does it have any
exclusive rights for a territorial area.

Competition.

Competitors consist of large national distributors, regional distributors and
local distributors. Some use primarily direct marketing methods, like the
Company, and others make sales and deliveries to their customers with a
dedicated sales force and fleet of delivery vehicles. According to a 1996 market
research report by a national brokerage firm, five national distributors larger
than the Company account for approximately 40% of the sales volume of healthcare
supplies to the physician market.  These national distributors have been growing
in recent years through both internal growth and through acquisitions of
regional and local distributors.  The remaining distributors to this market are
believed to be smaller than the Company and consist primarily of regional and
local distributors.  In each of the Company's other markets, the competition is
more fragmented and the Company believes it is one of the top five leading
distributors.  The strongest competitors in each market area generally compete
with the Company in only one or a few of its market areas.

Generally, the Company competes with other distributors on breadth of product
line, delivery speed, price, order completion rates, and other value-added
customer service factors.  Customers place high value on reliability, ease of
doing business and speed.  As more healthcare practices consolidate into larger,
more geographically spread organizations, the Company expects that there will be
a growing number of large customers that will require their distributor of
choice to be able to reliably service many locations in numerous states and/or
regions of the country.

Regulation.

The manufacturing, marketing, labeling, packaging and distribution of
medical/surgical products and pharmaceuticals are subject to regulation by
federal, state and local governmental authorities. The Company is licensed to
distribute pharmaceutical products, including certain controlled substances.

                                       13
<PAGE>
 
Its operating and security practices must comply with statutes and regulations
of the U.S. Food and Drug Administration, the Federal Drug Enforcement Agency
and state boards of pharmacy and health.  The Company believes that it is in
material compliance with the applicable statutes and regulations.  The Company
is indirectly affected by Medicare, Medicaid and other governmental regulations
to which many of its customers are subject and by managed care plans in which
many participate.  Such programs' payment and reimbursement policies encourage
customers to economize in purchasing healthcare products.

Employees.

As of January 3, 1999, the Company had 323 full-time employees and 24 part-time
employees. Of the full-time employees, 168 worked in its marketing and sales
operations.  All the Company's operations are non-union.


              CERTAIN FACTORS AFFECTING FORWARD LOOKING STATEMENTS

This  Prospectus herein may contain certain forward looking statements.  In
addition, from time to time, the Company or its representatives may have made or
may make forward-looking statements, orally or in writing.  Such forward-looking
statements may be included in, but, not limited to, press releases, oral
statements made by or with the approval of an authorized executive officer, or
in this report or other filings made by the Company with the Securities and
Exchange Commission.  The words or phrases "trend," "expect," "grow," "will,"
"could," "likely result," "planned," "continued," "anticipated," "estimated,"
"projected," "scheduled," "could have," "intended," or similar expressions are
intended to identify "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995.  The Company wishes to ensure
that such statements are accompanied by meaningful cautionary statements, so as
to maximize to the fullest extent possible the protections of the safe harbor
established in the said Act.  Accordingly, such statements are qualified in
their entirety by reference to and are accompanied by the discussion of certain
important factors set forth in this Prospectus under the caption "Risk Factors"
that could cause actual results to differ materially from such forward-looking
statements.  The risks identified therein are not all inclusive.  Reference is
also made to the reports and other filings made by the Company with the
Securities and Exchange Commission, including Incorporated Documents, for
additional information concerning factors that could adversely impact the
Company's business, financial position or performance.  The risk factors could
cause actual results or outcomes to differ materially from those expressed in
any forward-looking statements of the Company or made by or on behalf of the
Company, and investors, therefore, should not place undue reliance on any such
forward-looking statements.  Any forward-looking statement speaks only as of the
date on which such statement is made, and the Company undertakes no obligation
to update any forward-looking statement or statements to reflect events or
circumstances after the date on which such statement is made or to reflect the
occurrence of unanticipated events.  Moreover, the Company operates in a
changing and very competitive business environment.  New risks may emerge from
time to time, and it is not possible for management to predict all risk factors,
nor can it necessarily identify or assess the impact of all such factors on the
Company or the extent to which any factor or combination of factors may cause
actual results to differ materially from those contained in any forward-looking

                                       14
<PAGE>
 
statements.  Further, management cannot necessarily assess the impact of each
such factor on the Company's business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.  Accordingly, forward-looking
statements should not be relied upon as a prediction of actual results.


                                USE OF PROCEEDS

The Company will not receive any proceeds from the sale of the Shares offered
herein by the Selling Stockholders, however, the Company will receive the
exercise price for options upon the prior or future exercise by such Selling
Stockholders of such options.  If all of the options held by Selling
Stockholders as of the date of this Prospectus and covered by this Prospectus
are exercised, the Company will receive aggregate estimated proceeds of
approximately $2,100,000.  The Company anticipates utilizing any such proceeds
received, and has utilized any such proceeds previously received, upon the
exercise of such options and for general corporate purposes, including working
capital.  There can be no assurance that any of the options will be exercised.


                              SELLING STOCKHOLDERS

This Prospectus covers possible sales by the Selling Stockholders who are
officers or directors of the Company of Shares that such Selling Stockholders
have acquired and/or may acquire through the exercise of options granted in the
Plans; such officers and directors may be affiliates (as such term is defined in
Rule 405 under the Securities Act) of the Company.  The names of such officers
and of a director who, as of the date of this Prospectus, may be Selling
Stockholders from time to time are listed below, along with (i) the number of
shares of Common Stock currently owned by each such person, (ii) the number of
Shares offered by each such person for sale hereby and (iii) the number of
shares of Common Stock to be owned by each such Selling Stockholder following
the completion of the offering contemplated hereby and the percentage that such
shares will bear to the number of outstanding shares of Common Stock at such
time.  This Prospectus also cover the possible sales by Selling Stockholders who
are not affiliates of the Company and to whom the Company has  issued restricted
shares of Common Stock on the exercise of options granted under its ISO Plan.
None of such non-affiliate Selling Stockholders as of the date of this
Prospectus, holds such restricted securities in an amount in excess of 1,000
Shares. Each of such non-affiliates may use this Prospectus for reoffer and
resale of up to 1,000 Shares. The number of Shares offered for sale by each
Selling Stockholders may be updated in, and additional individuals who may be
affiliates of the Company may be added as Selling Stockholders hereunder by,
supplements and/or amendments to this Prospectus, which will be filed with the
Commission in accordance with Rule 424(b) under the Securities Act.

                                       15
<PAGE>
 
<TABLE>
<CAPTION> 
 
                                      Number of              Number of Shares
                   Number of          Shares Subject         Beneficially            Percentage of Shares
Selling            Shares             to Options and         Owned After             Beneficially Owned
Stockholder        Beneficially       Offered                Completion of           After Completion of 
        (1)        Owned              Hereby (2)             Offering (3)            Offering (3)
-----------        ------------       --------------         ----------------        --------------------
<S>             <C>                <C>                <C>                    <C>
Richard A.
 Bucchi               6,750(4)            19,000                  2,000                       *
 
David V.
 Harper               1,000               16,000                  1,000                       *
 
Kenneth 
 Kollmeyer           15,500(5)            24,000                  6,000                       *
 
Robert H.
 Steele              11,400 (6)           40,000                  6,400                       *
</TABLE>
______________
* Less than 1%.

  (1) In reliance upon Item 2(b) of General Instruction C to Form S-8 under the
  Securities Act, the officers and director of the Company listed above as
  Selling Stockholders have been listed herein whether or not such persons have
  a present intent to reoffer or resell any or all of the Shares listed as owned
  by them and being offered hereby.

  (2) Assumes all options held by the Selling Stockholders are exercisable
  within 60 days of the date of the completion of the offering.  All options
  were granted under the NQO Plan, other than an option for 3,000 Shares granted
  to Mr. Bucchi in 1996 and options for 4,000 Shares granted to Mr. Kollmeyer in
  each of 1993 and 1996 under the ISO Plan.

  (3) Assumes the sale of all Shares offered by all Selling Stockholders under
  this Prospectus, and that all options to acquire Common Stock held by such
  Selling Stockholders are exercisable within 60 days of the date of the
  completion of the offering.  As the Company is unable, as of the date of this
  Prospectus, to determine the date of the completion of the offering hereunder,
  the number of shares and percentages shown hereunder are computed with
  reference to the aggregate number of shares of Common Stock of the Company
  outstanding as of March 23, 1999 and giving effect to the exercise of the
  options.

  (4) Includes 4,750 Shares issuable under an option exercisable within 60 days.

  (5) Includes 9,500 Shares issuable under options exercisable within 60 days.

  (6) Includes 5,000 Shares issuable under an option exercisable within 60 days.

                                       16
<PAGE>
 
                              PLAN OF DISTRIBUTION

The Shares, which are issuable upon the exercise of the options may be sold
pursuant to this Prospectus by the Selling Stockholders.  These sales may occur
in privately negotiated transactions or through brokers and dealers, as agents,
or to brokers and dealers, as principals who may receive compensation in the
form of discounts, concessions or commissions from the Selling Stockholders or
from the purchasers of the Common Stock for whom the broker-dealers may act as
agent or to whom they may sell as principal, or both.  After the passage of the
requisite period of time, the Selling Stockholders may also sell the Shares
pursuant to Rule 144.  The Company has been advised by the Selling Stockholders
that they have not made any arrangements relating to the distribution of the
Shares.  In effecting sales, broker-dealers engaged by the Selling Stockholder
may arrange for other broker-dealers to participate.  Broker-dealers will
receive commissions or discounts from the Selling Stockholder in amounts to be
negotiated prior to the sale.

Upon being notified by a Selling Stockholder that any material arrangement
(other than a customary brokerage account agreement) has been entered into with
a broker or dealer for the sale of Shares pursuant to this Prospectus through a
block trade, purchase by a broker or dealer, or similar transaction, the Company
will file a supplemented Prospectus pursuant to Rule 424(c) under the Securities
Act disclosing (a) the name of each such broker-dealer, (b) the number of Shares
involved, (c) the price at which such Shares were sold, (d) the commissions paid
or discounts or concessions allowed to such broker-dealer(s), (e) if applicable,
that such broker-dealer(s) did not conduct any investigation to verify the
information set out or incorporated by reference in the Prospectus, as
supplemented, and (f) any other facts material to the transaction.

The Selling Stockholders and any broker-dealers who execute sales for the
Selling Stockholders may be deemed to be "underwriters" within the meaning of
the Securities Act by virtue of the number of shares of Common Stock to be sold
or resold by such persons or entities or the manner of sale thereof, or both.
If the Selling Stockholders or any broker-dealer or other holders were
determined to be underwriters, any discounts, concessions or commissions
received by them or by brokers or dealers acting on their behalf and any profits
received by them on the resale of their shares of Common Stock might be deemed
underwriting discounts and commissions under the Securities Act.

The Selling Stockholders have represented to the Company that any purchase or
sale of the Common Stock by them will be in compliance with Regulation M
("Regulation M") promulgated under the Exchange Act.  In general, Rule 102 under
Regulation M prohibits any person connected with a distribution of the Company's
Common Stock (the "Distribution") from directly or indirectly bidding for, or
purchasing for any account in which he has a beneficial interest, any Common
Stock or any right to purchase Common Stock, for a period of one business day
prior to and subsequent to completion of his participation in the Distribution
(the "Distribution Period").

During the Distribution Period, Rule 104 ("Rule 104") under Regulation M
prohibits the Selling Stockholders and any other persons engaged in the
Distribution from engaging in any stabilizing bid or purchasing the Common Stock
except for the purpose of preventing or retarding a decline in the open market
price of the Common Stock.  No such person may effect any stabilizing
transaction to facilitate any offering at the market.  Inasmuch as any Selling
Stockholder will be reoffering and

                                       17
<PAGE>
 
reselling the Common Stock at the market, Rule 104 prohibits him or her from
effecting any stabilizing transaction in contravention of Rule 104 with respect
to the Common Stock.

                          DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of (a) 1,270,002 shares of
Preferred Stock, of three classes, none of which is outstanding, and (b)
5,000,000 shares of Common Stock, par value $.01.  As of March 23, 1999,
2,939,221 shares of Common Stock were issued and outstanding, and 306,854
additional shares of Common Stock were issued and held by the Company as
treasury shares.  A summary of the rights, preferences and privileges of the
Company's authorized capital stock follows:

Common Stock.

Subject to the rights of holders of any Preferred Stock issued in the future,
the holders of Common Stock are entitled to one vote per share in all matters to
be voted on by stockholders and are entitled to share pro rata in any dividends
which may be declared from time to time by the Board of Directors out of the
funds available thereof and in any distribution on liquidation.  The holders of
Common Stock have no pre-emptive rights or cumulative voting rights.  The
Company is a party to loan agreements which, among other things, preclude the
payment of dividends on Common Stock and limits the Company's ability to
repurchase stock.

Preferred Stock.

There are no shares of Preferred Stock of any class outstanding and the Company
has no present plans to issue any such shares.  Three classes of Preferred Stock
are authorized: 200,000 shares of Class A Cumulative Convertible Preferred,
$5.00 par value ("Class A"); 70,002 shares of Class B Cumulative Convertible
Preferred, $10.00 par value ("Class B"); and 1,000,000 shares of Class C
Preferred, $1.00 par value ("Class C") of which 70,000 shares have been
designated as a Series I Junior Participating Preferred Stock.  Shares of Class
A and Class B (no of which is outstanding) have cumulative dividends, no general
voting rights and redemption at a price equal to par plus accrued and unpaid
dividends and, upon liquidation, the holders are entitled to receive the par
value plus accrued dividends before any distribution may be made to the holders
of Common Stock.  Each share of Class A and Class B is convertible into one
share of Common Stock.  The Board of Directors may, from time to time, and
subject to certain limitation, establish, designate and issue shares of Class C
stock in one or more series and fix the number of shares and the relative
rights, preferences, conversion rights, voting rights, terms of redemption and
liquidation preferences of such stock.  The issuance of such stock with voting
or other rights could result in a class of securities outstanding with certain
preferences over the Common Stock with respect to dividends and in liquidation,
and could result in the dilution of the voting rights and equity interest of the
holders of Common Stock.  The issuance of additional Common Stock, pursuant to
conversion rights, may also result in similar dilution.

In 1998, the Company adopted a Shareholder Rights Plan and declared a dividend
distribution  of one Preferred Stock Purchase Right (the "Rights") for each
outstanding share of Common Stock.  The Rights will become exercisable, with
certain exceptions, only if a party or group acquires 15%

                                       18
<PAGE>
 
or more of the Company's Common Stock or announces an offer to acquire 15% or
more.  When exercisable, with some exceptions, each Right will entitle its
holder (other than the party or group acquiring 15% or more or offering to
acquire 15% or more of the Common Stock) to buy one one-hundredth of a share of
a Series I Junior Participating Preferred Stock at a purchase price of $70.00.
Upon the occurrence of certain events, Rightsholders (other than such party or
group) will be entitled to purchase either preferred stock of the Company or
shares of the acquiring company at half of their market value.  The Company will
generally be entitled to redeem the Rights at $.01 per Right at any time prior
to the earlier of the expiration of the Rights in March, 2009 or ten days
following the acquisition of or offer of 15% of the Company's Common Stock.

                                 LEGAL MATTERS

Certain legal matters in connection with the sale and validity of the Shares
will be passed upon for the Joseph Greenberger, Esq., 1370 Avenue of the
Americas, Suite 2701, New York, New York  10019-4602.

                       DISCLOSURE OF COMMISSION POSITION
               ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

The Company's Certificate of Incorporation and By-laws provide for
indemnification of officers and directors in instances, among others, in which
they acted in good faith and in a manner they reasonably believed to be in, or
not opposed to, the best interests of the Company and in which, with respect to
criminal proceedings, they had no reasonable cause to believe their conduct was
unlawful, and to the full extent authorized by the Delaware General Corporation
Law.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.

                                       19
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

  The Company's Annual Report on Form 10-K for its fiscal year ended January 2,
1999, including all amendments filed for the purpose of completing or updating
such report, which has been heretofore filed by the Company with the Commission
pursuant to the Securities Exchange Act of 1934, as amended, is hereby
incorporated by reference and made a part hereof:

  All other documents filed by the Company with the Commission pursuant to
Sections 13, 14 and 15 of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered have
been sold or which de-registers all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents (such documents, and the
document referred to above, being hereinafter referred to collectively as the
"Incorporated Documents").

  Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained therein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statements
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.

  The authorized capital stock of the Company consists of (a) 1,270,002 shares
of Preferred Stock, of three classes, none of which is outstanding, and (b)
5,000,000 shares of Common Stock, par value $.01.  As of March 23, 1999,
2,939,221 shares of Common Stock were issued and outstanding, and 306,854
additional shares of Common Stock were issued and held by the Company as
treasury shares.  A summary of the rights, preferences and privileges of the
Company's authorized capital stock follows:

Common Stock.

  Subject to the rights of holders of any Preferred Stock issued in the future,
the holders of Common Stock are entitled to one vote per share in all matters to
be voted on by stockholders and are entitled to share pro rata in any dividends
which may be declared from time to time by the Board of Directors out of the
funds available thereof and in any distribution on liquidation.  The holders of
Common Stock have no pre-emptive rights or cumulative voting rights.  The
Company is a party to loan agreements which, among other things, preclude the
payment of dividends on Common Stock and limits the Company's ability to
repurchase stock.

Preferred Stock.

  There are no shares of Preferred Stock of any class outstanding.  Three
classes of Preferred Stock

                                     II-1
<PAGE>
 
are authorized: 200,000 shares of Class A Cumulative Convertible Preferred,
$5.00 par value ("Class A"); 70,002 shares of Class B Cumulative Convertible
Preferred, $10.00 par value ("Class B"); and 1,000,000 shares of Class C
Preferred, $1.00 par value ("Class C") of which 70,000 shares have been
designated as a Series I Junior Participating Preferred Stock.  Shares of Class
A and Class B (none of which is outstanding) have cumulative dividends, no
general voting rights and redemption at a price equal to par plus accrued and
unpaid dividends and, upon liquidation, the holders are entitled to receive the
par value plus accrued dividends before any distribution may be made to the
holders of Common Stock.  Each share of Class A and Class B is convertible into
one share of Common Stock.  The Board of Directors may, from time to time, and
subject to certain limitation, establish, designate and issue shares of Class C
stock in one or more series and fix the number of shares and the relative
rights, preferences, conversion rights, voting rights, terms of redemption and
liquidation preferences of such stock.  The issuance of such stock with voting
or other rights could result in a class of securities outstanding with certain
preferences over the Common Stock with respect to dividends and in liquidation,
and could result in the dilution of the voting rights and equity interest of the
holders of Common Stock.  The issuance of additional Common Stock, pursuant to
conversion rights, may also result in similar dilution.

  In 1998, the Company adopted a Shareholder Rights Plan and declared a dividend
distribution  of one Preferred Stock Purchase Right (the "Rights") for each
outstanding share of Common Stock.  The Rights will become exercisable, with
certain exceptions, only if a party or group acquires 15% or more of the
Company's Common Stock or announces an offer to acquire 15% or more.  When
exercisable, with some exceptions, each Right will entitle its holder (other
than the party or group acquiring 15% or more or offering to acquire 15% or more
of the Common Stock) to buy one one-hundredth of a share of a Series I Junior
Participating Preferred Stock at a purchase price of $70.00.  Upon the
occurrence of certain events, Rightsholders (other than such party or group)
will be entitled to purchase either preferred stock of the Company or shares of
the acquiring company at half of their market value.  The Company will generally
be entitled to redeem the Rights at $.01 per Right at any time prior to the
earlier of the expiration of the Rights in March, 2009 or ten days following the
acquisition of or offer of 15% of the Company's Common Stock.

Item 5. Interest of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

  Section 145(a) of the General Corporation Law of Delaware (the "DGCL")
empowers a corporation to indemnify any person who was or is party, or is
threatened to be made party, to 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) by reason of the
fact that he is or was a director, employee or agent of the corporation or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise, against expenses (including
attorney's fees), judgements, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no cause to believe his conduct was unlawful.

                                     II-2
<PAGE>
 
  Subsection 145 (b) of the DGCL empowers a corporation to indemnify any person
who was or is a party, or is threatened to be made party, to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgement in its favor by reason of the fact that such person acted in
any of the capacities set forth above, against expenses actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted under similar standards, except that no indemnification may be
made in respect to any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such an action or suit was brought
shall determine that despite the adjudication of liability such person is fairly
and reasonably entitled to indemnity for such expenses which the court shall
deem proper.

  Section 145 further provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to in subsections (a) and (b) or in the defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith, and that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled.  It empowers the
corporation to purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against him or
incurred by him in any such capacity or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145.

  Article Ninth of the Company's Certificate of Incorporation reads as follows:

         NINTH: The Corporation shall, to the fullest extent permitted by
       Section 145 of the General Corporation Law of Delaware, as the same may
       be amended and supplemented, indemnify any and all persons whom it shall
       have the power to indemnify under said section from and against any and
       all of the expenses, liabilities or other matters referred to in or
       covered by said section, and the indemnification provided for herein
       shall not be deemed exclusive of any other rights to which those
       indemnified may be entitled under any Bylaw, agreement, vote of
       stockholders or disinterested directors or otherwise, both as to action
       in his official capacity and as to action in another capacity while
       holding such office, and shall continue as to a person who has ceased to
       be a director, officer or agent and shall inure to the benefit of the
       heirs, executors and administrators of such a person.

Item 7. Exemption From Registration Claim.

Registrant claims an exemption pursuant to Section 4(2) under the Securities Act
of 1933, as amended, with respect to the issuance of an aggregate of 13,425 of
its Common Stock as restricted securities to certain Selling Stockholders on the
exercise of options granted under its ISO Plan, as securities acquired with no
distributive intent, for investment, and for each optionholder's own account.

                                     II-3
<PAGE>
 
Item 8. Exhibits.

Exhibit No.         Description
-----------         -----------

5.1            Opinion of Joseph Greenberger with respect to the legality of the
               securities being registered. (Filed herewith.)

23.1           Consent of PricewaterhouseCoopers LLP. (Filed herewith.)

23.2           Consent of Joseph Greenberger. (Included in Exhibit 5.)

24             Power of Attorney. (Included on signature pages to this
               Registration Statement.)

99.1           Incentive Stock Option Plan, as amended. (Filed herewith.)

99.2           Non-Qualified Stock Option Plan, as amended. (Filed herewith.)

                                     II-4
<PAGE>
 
                                  SIGNATURES

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 New Britain, State of Connecticut, on the 30th day of
March 1999.

MOORE MEDICAL CORP.

<TABLE>
<CAPTION>

<S>                                                      <C>
BY:  /s/  David V. Harper                                BY:  /s/  David V. Harper
   -------------------------------------------------        ------------------------------------------------- 
David V. Harper, Member, Office of the President         David V. Harper, Executive Vice
(Chief Executive Office), Executive Vice President -     President - Finance and Chief Financial
Finance and Chief Financial Officer                      Officer
March 30, 1999                                           March 30, 1999
 
BY:  /s/  Richard A. Bucchi                              BY:  /s/  Susan G. D'Amato
   -------------------------------------------------        ------------------------------------------------- 
Richard A. Bucchi, Member, Office of the President       Susan G. D'Amato, Controller and
(Chief Executive Office), Executive Vice President -     Chief Accounting Officer
Marketing and Sales                                      March 30, 1999
March 30, 1999
 
BY:  /s/  Kenneth S. Kollmeyer
   -------------------------------------------------    
Kenneth S. Kollmeyer, Member, Office of the President
(Chief Executive Office), Executive Vice President - 
Operations
March 30, 1999
</TABLE>

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated. Each person whose individual signature appears below
hereby authorizes Robert H. Steele and David V. Harper, or either of them, to
execute in the name and on behalf of each such person and to file any amendment
to this Registration Statement, and appoints Robert H. Steele and David V.
Harper, or either of them, as attorney-in-fact to sign on his behalf
individually and in each capacity stated below, and to file any amendments to
this Registration Statement, including any and all post-effective amendments.

 
/s/  Robert H. Steele               /s/  Peter C. Sutro
----------------------------        -------------------------------
Robert H. Steele, Director          Peter C. Sutro, Director
March 30, 1999                      March 30, 1999
 
/s/  Steven Kotler                  /s/  Wilmer J. Thomas, Jr.
----------------------------        -------------------------------
Steven Kotler, Director             Wilmer J. Thomas, Jr., Director
March 30, 1999                      March 30, 1999
 
/s/  Dan K. Wassong
----------------------------
Dan K. Wassong, Director
March 30, 1999

                                     II-5
<PAGE>
 
                                 EXHIBIT INDEX

Exhibit No.                          Description
-----------                          -----------

5.1                      Opinion of Joseph Greenberger with respect to the 
                         legality of the securities being registered. (Filed
                         herewith.)

23.1                     Consent of PricewaterhouseCoopers LLP. (Filed 
                         herewith.)

23.2                     Consent of Joseph Greenberger. (Included in Exhibit 5.)

24                       Power of Attorney. (Included on signature pages to this
                         Registration Statement.)

99.1                     Incentive Stock Option Plan, as amended. (Filed
                         herewith.)

99.2                     Non-Qualified Stock Option Plan, as amended.
                         (Filed herewith.)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 MOORE MEDICAL CORP.", "secsgml_size_bytes": 76556}]
{"company-data": {"conformed-name": "MOORE MEDICAL CORP", "cik": "0000074691", "assigned-sic": "5122", "irs-number": "221897821", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75445", "film-number": "99584633"}, "business-address": {"street1": "PO BOX 1500", "street2": "389 JOHN DOWNEY DR", "city": "NEW BRITAIN", "state": "CT", "zip": "06050", "phone": "2038263600"}, "mail-address": {"street1": "389 JOHN DOWNEY DRIVE", "street2": "389 JOHN DOWNEY DRIVE", "city": "NEW BRITAIN", "state": "CT", "zip": "06050"}, "former-company": {"former-conformed-name": "OPTEL CORP", "date-changed": "19850611"}}
As filed with the Securities and Exchange Commission on April 1, 1999

                         Registration No. 33-_________
     =====================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              MOORE MEDICAL CORP.
             (Exact name of registrant as specified in its charter)

        Delaware                             22-1897821
        (State or other jurisdiction of      (I.R.S. Employer
        incorporation or organization)       Identification No.)

                              MOORE MEDICAL CORP.
                                 P.O. Box 1500
                             389 John Downey Drive
                           New Britain, CT 06050-1500
                   (Address of Principal Executive Officers)

                Moore Medical Corp. Incentive Stock Option Plan
              Moore Medical Corp. Non-Qualified Stock Option Plan
                           (Full title of the plans)

                                David V. Harper
                       Executive Vice President - Finance
                              Moore Medical Corp.
                             389 John Downey Drive
                           New Britain, CT 06050-1500
                    (Name and address of agent for service)

                                  860-826-3600
         (Telephone number, including area code, of agent for service)

                                    Copy to:
                            Joseph Greenberger, Esq.
                    1370 Avenue of the Americas, Suite 2701
                         New York, New York  10019-4602

                        CALCULATION OF REGISTRATION FEE
Title of               Amount to be       Proposed maximum          Proposed maximum       Amount of
securities to be       registered         offering price per        aggregate offering     registration                      
registered             (1)                share (2)                 price (2)              fee
----------------       ------------       -----------------         ------------------     --------------
Common                 150,000 (3)             $10.875                  $1,631,250            $453.49
Stock, $.01            200,000 (4)             $10.875                  $2,175,000            $327.34 (5)
par value                
                       ------------       -----------------         ------------------     --------------
Total                  350,000                                          $3,806,250            $786.83
____________

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
    Registration Statement also covers an indeterminate amount of securities to
    be offered or sold as result of any adjustments made in connection with
    stock splits, stock dividends or similar events.

(2) Estimated solely for the purposes of calculating the registration fee.
    Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the
    proposed maximum offering price per share and the proposed maximum aggregate
    offering price have been determined on the basis of the closing price of the
    Common Stock on March 23, 1999, of $10.875, as reported on The American
    Stock Exchange.

(3) Registers 150,000 shares of Common Stock issuable under options heretofore
    or hereafter granted under the Registrant's Non-Qualified Stock Option Plan
    (the "NQO Plan"); also registers reoffers and resales, pursuant to the
    "reoffer prospectus" included herein, of such securities by persons who may
    be affiliates (as defined under Rule 405 of the Securities Act) of the
    Company.

(4) Registers 200,000 shares of Common Stock issuable on exercises of options
    heretofore or hereafter granted under the Registrant's Incentive Stock
    Option Plan (the "ISO Plan"), inclusive of the 100,000 shares of Common
    Stock previously registered in its registration statement on Form S-8
    (registration no. 33-68128), filed August 27, 1993; also registers reoffers
    and resales of 13,425 restricted shares of Common Stock acquired pursuant to
    options heretofore granted and exercised under the ISO Plan by persons who
    are not affiliates (as defined under Rule 405 of the Securities Act) of the
    Company, and 186,575 shares of Common Stock which may be acquired by
    affiliates of the Company upon the exercises of options granted or that may
    be granted under the ISO Plan.

(5) Pursuant to Rule 429 under the Securities Act, the "reoffer prospectus"
    included herein is, a "combined prospectus" which relates both to the
    Registration Statement filed herewith and the Registrant's registration
    statement of Form S-8 (registration no. 33-68128), filed August 27, 1993.
    The number of securities being carried forward is 86,575 shares of Common
    Stock, the amount of filing fee associated with the securities being carried
    forward is $277.31, and the amount of filing fee associated with such
    securities that was previously paid was $277.31.
EXPLANATORY NOTE

This Registration Statement registers:

  (a) The offer and sale by the Moore Medical Corp. (the "Company"), of 200,000
shares of Common Stock issuable on exercises of options heretofore or hereafter
granted under its Incentive Stock Option Plan (the "ISO Plan"), inclusive of the
100,000 shares of Common Stock  registered in its registration statement on Form
S-8 (registration no. 33-68128), filed August 27, 1993 (the "Prior Registration
Statement");

  (b) The reoffer and resale, pursuant to the "reoffer prospectus" included
herein, of 13,425 restricted shares of Common Stock acquired pursuant to options
heretofore granted and exercised under the ISO Plan by persons who are not
affiliates (as defined under Rule 405 of the Securities Act of 1933, as amended
(the "Securities Act")) of the Company;

  (c) The reoffer and resale, pursuant to the "reoffer prospectus" included
herein, of the balance of 186,575 shares of the Company's Common Stock which may
be acquired by affiliates of the Company upon the exercises by such affiliates
of options granted or that may be granted under the ISO Plan;

  (d) The offer and sale by the Company of 150,000 shares of its Common Stock
under options heretofore or hereafter granted under its Non-Qualified Stock
Option Plan (the "NQO Plan"); and

  (e) The reoffer and resale, pursuant to the "reoffer prospectus" included
herein, of 150,000 shares of Common Stock which may be acquired on exercises of
options heretofore or hereafter granted under the NQO Plan by persons who may be
affiliates (as defined under Rule 405 of the Securities Act) of of the Company.

                           SECTION 10(a) PROSPECTUS;
                              REOFFER PROSPECTUS;

Section 10(a) Prospectus.  The documents containing the information specified in
-------------------------                                                       
Part I of this Registration Statement on Form S-8 will be sent or given to
participants in the Plans as specified by Rule 428(b)(i) under the Securities
Act.  Such documents are not required to be, and are not being, filed by the
Company with the Securities and Exchange Commission, (the "Commission"), either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. Such documents,
together with the documents incorporated by reference herein pursuant to Item 3
of Part II of this Registration Statement on Form S-8 under the Securities Act,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

Reoffer Prospectus.  The material which follows, up to but not including the
-------------------                                                         
page beginning Part II of the Registration Statement of which this Prospectus is
a part, constitutes a "reoffer prospectus," prepared in accordance with the
requirements of Part I of Form S-3 under the Securities Act, in accordance with
General Instruction C of Form S-8 under the Securities Act.

                                       1
REOFFER PROSPECTUS

                              MOORE MEDICAL CORP.

                                 250,000 SHARES
                                       OF
                                  COMMON STOCK

This Reoffer Prospectus (the "Prospectus") relates to the reoffer and resale of
an aggregate of (a) 150,000 shares (the "Shares") of the Common Stock, par value
$.01 per share (the "Common Stock"), of Moore Medical Corp. (the "Company" or
the "Registrant") issuable under options which have been granted or which may be
granted under its Non-Qualified Stock Option Plan (the "NQO Plan") to officers
and directors of the Company who may be deemed to be affiliates (as such term is
defined in Rule 405 under the Securities Act of 1933, as amended (the
"Securities Act")) of the Company, as identified herein under "Selling
Stockholders, (b) 186,575 shares (also "Shares") of Common Stock issuable under
options which have been granted or may be granted under its Incentive Stock
Option Plan (the "ISO Plan") to employees (also "Selling Stockholders") of the
Company, some or all of whom may be affiliates of the Company, and (c) 13,425
shares (also "Shares") which have been issued as restricted securities to
persons (also "Selling Stockholders") who are not affiliates of the Company on
exercises of options previously granted under the ISO Plan. The Company may from
time to time supplement and/or amend this Prospectus to cover additional shares
of Common Stock that underlie options granted pursuant to the Plans to
affiliates of the Company.

The Selling Stockholders may, from time to time, offer all or part of the Shares
on The American Stock Exchange, upon which shares of the Company's Common Stock
are now tradable, or such other national securities exchanges or on Nasdaq or
another interdealer quotation system upon which the Common Stock may be tradable
at the time of any such sales, at fixed prices that may be changed, at market
prices at the time of sale, at prices related to market prices or at negotiated
prices, or by a combination of these methods. The Selling Stockholders will pay
the brokerage commissions charged to sellers in connection with any sales of
Shares hereunder. The Selling Stockholders may also effect these transactions by
selling the Shares to or through broker-dealers, who may receive compensation in
the form of discounts or commissions from a Selling Stockholder, or from the
purchasers of the Common Stock for whom the broker-dealers may act as agent or
to whom they may sell as principal, or from both. The Company will pay all
expenses in connection with the preparation and reproduction of the Registration
Statement of which this Prospectus is a part, which current expenses are
estimated, in the aggregate, to be approximately $10,000. The Company will not
receive any part of the proceeds of any sales by Selling Stockholders of Shares.
However, the Company has received or will receive the exercise price paid or
payable by Selling Stockholders upon the exercise of options granted or which
may be granted under the Plans. In lieu of being sold pursuant to this
Prospectus, any of the Shares which are eligible for sale pursuant to Rule 144
under the Securities Act ("Rule 144") may be sold by Selling Stockholders under
Rule 144. See "Plan of Distribution."

The Company's Common Stock trades on The American Stock Exchange under the
ticker symbol "MMD".  On March 23, 1999, the closing price of the Common Stock
as reported on The American Stock Exchange was $10.875 per share.

                                       2
See "RISK FACTORS" beginning on page 7 for a discussion of certain factors that
should be considered in connection with an investment in the Common Stock
offered hereby.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OF ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

No broker, dealer, salesman or any other person has been authorized to give any
information or to make any representations, other than as contained herein, in
connection with the offer made in this Prospectus, and any information or
representations not contained herein must not be relied upon as having been
authorized by the Company or the Selling Stockholders.  This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any security
other than the Common Stock offered by this Prospectus, nor does it constitute
an offer to sell or a solicitation of an offer to buy any shares of Common Stock
offered hereby to any person in any jurisdiction where it is unlawful to make
such an offer or solicitation to such person.  Neither the delivery of this
Prospectus nor any sale hereunder shall under any circumstances create any
implication that information contained herein is correct as of any time
subsequent to the date hereof.

The date of this Prospectus is April 1, 1999.

                                       3
TABLE OF CONTENTS

AVAILABLE INFORMATION.................................................. 5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................ 5
PROSPECTUS SUMMARY..................................................... 6
RISK FACTORS........................................................... 7
BUSINESS............................................................... 9
CERTAIN FACTORS AFFECTING FORWARD LOOKING STATEMENTS...................13
USE OF PROCEEDS........................................................14
SELLING STOCKHOLDERS...................................................14
PLAN OF DISTRIBUTION...................................................16
DESCRIPTION OF CAPITOL STOCK...........................................17
LEGAL MATTERS..........................................................18
DISCLOSURE OF COMMISSION POSITION ON
  INDEMNIFICATION FOR SECURITIES ACT LIABILITIES.......................18

                                       4
AVAILABLE INFORMATION

The Company has filed a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act with the Commission with respect to the
shares of Common Stock of the Company offered hereby.  As permitted by the rules
and regulations of the Commission, this Prospectus omits certain information
contained in the Registration Statement and the exhibits and schedules thereto.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the U.S.
Securities and Exchange Commission (the "Commission").  Such reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the Public Reference Room maintained by the Commission
at 450 Fifth Street, N.W., Room 1024, Washington, D.C., 20549, and at the
regional offices of the Commission at 7 World Trade Center, 13th Floor, New
York, New York, 10048 and Northwestern Atrium Center, 500 West Madison Street,
Room 1400, Chicago, Illinois 60661-2511.  Copies of such material can be
obtained from the Public Reference Room of the Commission at 450 Fifth Street,
N.W., Washington, D.C., at prescribed rates.  Information regarding the
operation of the Public Reference Room may be obtained by calling the Commission
at 1-800-SEC-0330.  The Commission maintains a World Wide Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission.  The address of that
site is http://www.sec.gov. The Company's Common Stock is traded on The American
Stock Exchange under the ticker symbol "MMD."  Reports, proxy statements and
other information may also be inspected at The American Stock Exchange, 86
Trinity Place, New York, New York  10006-1881.

Statements contained in this Prospectus as to the contents of any document
referred to are not necessarily complete, and in each instance reference is made
to the copy of such document filed as an Exhibit to the Registration Statement
or otherwise filed with the Commission, each such statement is qualified in all
respects by such reference, and each such document shall be deemed to be
incorporated by reference into this Prospectus.

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company's Annual Report on Form 10-K for its fiscal year ended January 2,
1999, including all amendments filed for the purpose of completing or updating
such report, which has been heretofore filed by the Company with the Commission
pursuant to the Exchange Act is hereby incorporated by reference and made a part
hereof:

All other documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
the Registration Statement and prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all securities offered have
been sold or which de-registers all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to collectively as the
"Incorporated Documents").

Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded

                                       5
for purposes of this Registration Statement to the extent that a statement
contained in any other subsequently filed Incorporated Document modifies or 
supersedes such statement. Any such statements so modified or superseded 
shall not be deemed, except as so modified or superseded, to constitute a 
part of the Registration Statement.

The Company undertakes to provide without charge to each person (including any
beneficial owner) to whom a copy of this Prospectus is delivered, upon oral or
written request of such person, a copy of any and all of the information that
has been or may be incorporated by reference in this Prospectus, other than
exhibits to such documents.  Requests for such copies should be directed to the
attention of David V. Harper, Executive Vice President - Finance, Moore Medical
Corp., 389 John Downey Drive, New Britain, CT 06050-1500, 860-826-3600.

                               PROSPECTUS SUMMARY

Common Stock being Offered..The Prospectus relates to an offering
                            by the Selling Stockholders of up to 250,000 shares
                            of Common Stock which may be acquired or have been
                            acquired by such Selling Stockholders upon the
                            exercise of options issued as of the date of this
                            Prospectus or thereafter under a Plan.

Common Stock Outstanding
after the Offering .........As of March 23, 1999 the Company had
                            (exclusive of 306,854 treasury shares) 2,939,221
                            shares of Common Stock outstanding.  As of the date
                            of the Prospectus, options for an aggregate of
                            48,400 shares of the Company's Common Stock are
                            outstanding under its  ISO Plan, and options for an
                            aggregate of 130,800 shares of its Common Stock are
                            outstanding under its NQO Plan. Assuming that all of
                            the options held by Selling Stockholders as of the
                            date of this Prospectus are exercised and no other
                            shares of Common Stock are issued following the date
                            of this Prospectus, the Company would have 3,118,821
                            shares of Common Stock outstanding.

Use of Proceeds.............The Company will not receive any proceeds from the 
                            sale of the Shares offered by the Selling 
                            Stockholders.  However, the Company has
                            received or will receive the exercise price paid or
                            payable by Selling Stockholders upon the exercise of
                            options issued under a Plan.  If all of the options
                            held by the Selling Stockholders as of the date of
                            this Prospectus are exercised, the Company will
                            receive aggregate estimated proceeds in connection
                            with the

                                       6
payment of the exercise prices of such options
                            (excluding any amounts  received in respect thereof
                            by the Company in connection with the exercise of
                            options prior to the date of this Prospectus) of
                            approximately $2,100,000.  The Company anticipates
                            using any proceeds received, and has used any such
                            proceeds previously received, upon the exercise of
                            the options for general corporate purposes,
                            including working capital.  See "Use of Proceeds."

AMEX
Market Symbol...............MMD

Risk Factors................See "Risk Factors" and "Certain
                            Factors Affecting Forward Looking Statements" for
                            discussions of certain risk factors that should be
                            considered by prospective investors in connection
                            with an investment in the Shares offered hereby.

                                 RISK FACTORS

An investment in the Shares offered by this Prospectus involves a degree of
risk.  In addition to the other information contained or incorporated by
reference in this Prospectus, the following factors should be considered
carefully in evaluating an investment in the Shares offered hereby.

Governmental and Private Healthcare Funding.

Most of the Company's customers are healthcare practitioners.  The healthcare
they provide is, to a significant extent, funded by federal, state and local
government agencies, including  Medicare and Medicaid, and by HMO, managed care
and other cost containment programs. Although the Company is not directly
affected by these agencies or programs, they indirectly affect the Company by
limiting funding of healthcare.  Proposed legislation and trends in HMO and
managed care may adversely affect the Company by further limiting healthcare
funding.

Distributor and Healthcare Provider Consolidations.

There have been consolidations among the Company's competing distributors,
affording them economies in purchasing inventory for resale, and among its
healthcare practitioners customers, affording them with greater power to bargain
for lower prices.  These trends affect the Company's margins.

Competition.

The healthcare supplies distribution industry is highly competitive.  Current
and potential competitors of the Company include regional and national full-
line, full-service healthcare supply and product distributors, independent
specialty distributors, mail order distributors that distribute

                                       7
medical products and supplies on a regional or national basis, and certain
manufacturers that own distributors or that sell their products both to
distributors and directly to users, including clinics, physicians offices and
other categories of the Company's customers.  Some of these competitors have
greater financial, technical, marketing and managerial resources than the
Company.

Government Contract Price Adjustments.

The Company decided in 1997 to exit various U.S. government supply contracts.
It calculated certain price adjustments under the contracts for sales in 1991
through 1996, voluntarily disclosed these adjustments to the lead U.S.
government agency, and, based thereon, established a reserve.  Because that
governmental agency has not completed its own analysis and responded to the
Company's submission, the final amount of the price adjustments, which may be
more or less than the reserve, has not been determined.

Government Regulation.

The Company's healthcare supplies distribution business is required to register
for permits and licenses with, and comply with certain strict operating and
security standards of, the U. S. Drug Enforcement Administration, U.S. Food and
Drug Administration and other federal, state and local  agencies.  Although the
Company believes that it is in substantial compliance with the applicable
regulations, failure to comply could adversely affect the Company's operations.

Shared Chief Executive Office Functions.

Since January 1, 1999, Richard A. Bucchi, the Company's Executive Vice President
- Sales and Marketing, David V. Harper, its Executive Vice President - Finance,
and Kenneth S. Kollmeyer, its Executive Vice President - Operations, have
jointly discharged the chief executive officer functions of the Company as the
members of its then newly established Office of the President and co-chief
executive officers.  Although the Company believes the shared management
structure is functioning satisfactorily, there can be no guarantee it will
continue to do so.

Dependence on Key Employees.

The Company is dependent on the retention of its senior management.  It has no
employment agreement with, or key man insurance on, any of its employees.  The
loss of the services of senior management personnel could have a material
adverse effect on the Company.

Year 2000 Issues.

Year 2000 issues arise from the fact that many computer programs and some
hardware use two digits rather than four to define the applicable year.  This
could result in a system's failure or in miscalculations causing disruptions of
operations, including an inability to process transactions, fulfill orders, send
invoices or engage in other normal business activities.  During 1998, as a part
of a modernization program to upgrade data processing, integrate systems and
enhance internal

                                       8
reporting, the Company purchased, and is presently implementing, an integrated
enterprise system  which has been represented to the Company by the vendor as
Year 2000 compliant.  The Company is assessing the Year 2000 compliance of its
internal non-information software and technology embedded in such systems as its
security, telecommunications and building systems.  It would be adversely
affected by Year 2000 issues if the new enterprise system's software or such
software or technology proves not to be fully Year 2000 compliant, or if the
Company's suppliers, customers, service practitioners or others do not address
Year 2000 issues successfully and in a timely manner.

Reliance on Service Providers.

The Company's operations are dependent on such services as deliveries from its
suppliers by truckers, deliveries to its customers by UPS and other common
carriers, and services relied on from other service providers, such as catalogue
printers.  Service disruptions, such as may be caused by labor strikes at such
service providers or other causes of delays or failures, could have adverse
effects on the Company's operations.

Charter, By-Law and Anti-Takeover Provisions.

The Company's corporate charter, by-laws and Rights Plan, as well as certain
provisions of Delaware General Corporation Law, contain provisions which may
deter, discourage or make more difficult a change in control of the Company,
even if such a change in control would be in the interest of some of the
Company's stockholders or if such change in control would provide such
stockholders with a substantial premium for their shares over then current
market prices.  For example, the Company's charter authorizes its Board of
Directors to issue one or more classes of preferred stock, having such
designations, rights and preferences as they determine, and such issuances may,
among other things, have an adverse effect on the rights of holders of common
stock.  The Company's by-laws provide that a shareholder may nominate persons
for election as directors only in compliance with specified notice provisions.
In addition, under the Company's Stockholder Rights Plan, in general, if a
person or group acquires more than 15% of its outstanding shares of common
stock, all other shareholders of the Company would have the right to purchase
securities from the Company at a discount to their fair market value, thus
causing substantial dilution to the holdings of the acquiring person or group.
The Rights Plan may inhibit a change in control and can adversely affect the
stockholders' ability to realize a premium over the then current market price
for the common stock.

                                    BUSINESS

Moore Medical Corp. is a national marketer and distributor of healthcare
products to approximately 96,000 healthcare practitioner customers in non-
hospital settings. Primary customer groups are physicians, emergency medical
services, medical departments at industrial sites, podiatrists, and
university/school health services. It markets approximately 8,500
medical/surgical and pharmaceutical supply products (SKUs) through direct mail,
telesales, and a small field sales force. Most customer orders are processed by
call center representatives. Most customers use the products in their healthcare
practices, rather than buying for resale. The Company fulfills orders from its
regional distribution centers in Connecticut, Florida, Illinois and California
and ships orders nationwide by common carriers. More than 90% of its customers
receive orders within two business

                                       9
days.  The Company is in its fifty-third year of operation, and it has served
healthcare practitioner customers for over 25 years.  In 1997, the Company
decided to exit from its wholesale drug distribution business in order to
concentrate on its more profitable healthcare practitioner distribution
business, and the description of its operations in this report focuses on the
healthcare practitioner business.

Recent Developments.

During 1998, the Company:

       . received substantially all its revenues from healthcare practitioners,

       . successfully concluded its withdrawal from the wholesale drug 
         distribution business, a lower margin operation which had been 
         responsible for approximately 60% of its sales in 1997,

       . increased its gross profit margin rate to over 31% from 13.5% in 
         the prior year,

       . realigned its senior-most executive management by establishing an 
         office of the president which placed all chief executive officer 
         responsibilities directly with its chief finance, marketing and 
         operations officers, effective January 1, 1999,

       . completed staff changes to serve healthcare practitioners in non-
         hospital settings rather than, as in earlier years, have most of 
         its staff in the wholesale business, and

       . expanded its electronic commerce (e-commerce) presence through on-line
         marketing and sale of the full line of its products 
         (www.mooremedical.com).

Distribution of Healthcare Products.

Most product manufacturers will not sell directly to healthcare practitioners in
non-hospital settings the small quantities of products they regularly purchase.
Moreover, most healthcare practitioners prefer the administrative efficiencies
of purchasing their supplies from one or a few sources rather than from hundreds
of manufacturers.  Healthcare product distributors, by selling a very wide range
of products purchased from many manufacturers, economically move products from
the manufacturers' large, but separately narrow, product inventories to the
smaller volume, but much more varied, product selections required by healthcare
practitioners.  Customers find it efficient and convenient to rely on the
availability from distributors of thousands of different products, manufactured
by hundreds of manufacturers, offered at competitive prices, with prompt
delivery and a variety of other services.

The overall market for healthcare products at non-hospital sites has been
growing, largely because of:

       . an aging population,

                                       10
. increases in the amount and variety of products available for 
         diagnosis and treatments, as a result of medical advances, and

       . an increase in healthcare at more economical sites than hospitals, 
         as a result of cost containment pressures.

Governmental programs such as Medicare and Medicaid, and HMO's, managed care and
other insurance programs limit funding for healthcare products.  This has
contributed to consolidations of:

       . physician customers, as sole practitioners form groups and as practice
         organizations, (PPO's) form to provide business management for large 
         numbers of physicians,

       . other customer groups, notably emergency medical services and 
         podiatrists,

       . distributors of healthcare products into larger organizations serving 
         broader geographic areas, and

       . manufacturers of healthcare products.

In addition, customers expect better prices and services.  Services expectations
include a broad selection of products, speed of delivery, reliability of supply,
ease of ordering, and more extensive information on product specifications,
product use and pricing, and on government regulations.

Products.

The Company distributes approximately 8,500 healthcare product stock keeping
units (SKUs) consisting of medical/surgical supplies and pharmaceuticals.  Its
broad and diversified selection of medical/surgical supplies includes gauze and
wound dressings, examination room supplies, diagnostic tests and equipment,
personal protection products, surgical instruments, emergency response supplies,
continuing care products and infection control supplies.  Although most of its
products are consumables and disposables, the Company also sells small-dollar
medical/surgical equipment.  It is one of the few distributors of
medical/surgical products to non-hospital healthcare practitioners that also
offers pharmaceuticals.  Pharmaceutical products include unit-dose medications,
vaccines, injectables and ointments.  The Company purchases all its products,
primarily direct from manufacturers, and does not manufacture any product.

The Company exited the wholesale drug distribution business, in which it sold
primarily pharmaceuticals, during the fourth quarter of 1997.  Most of the
Company's medical/surgical supply sales are to healthcare practitioner end-
users, while, before withdrawing from its wholesale drug distribution business,
most of its pharmaceutical sales were to pharmacies for resale.  The following
table shows the sales and the percentages of total sales for the past three
years of pharmaceuticals and medical/surgical supplies:

                                       11
Dollars in thousands            1998             1997              1996
--------------------            ----             ----              ----

Medical/surgical supplies     $90,635          $ 91,030          $ 78,731
                               75.0%             31.5%             27.5%

Pharmaceuticals               $30,211          $197,483          $207,618
                               25.0%             68.5%             72.5%

Customers.

The Company's approximately 96,000 healthcare practitioner customers typically
use its products in non-hospital settings.  Its most significant customer
groups, which account for approximately 85% of its sales, are physicians,
emergency medical services, medical departments at industrial sites, podiatrists
and university/school health services.  Most of the customers use the products
in their healthcare practice, as opposed to buying the products for resale.

Marketing and Distribution.

The Company markets nationally to existing and prospective customers through
direct mail, outbound telesales calls, and a small number of national account
field sales representatives.  The Company considers direct marketing to be one
of  its core strengths.

Catalogs and other product literature are designed by the Company's in-house
advertising department with different products featured for targeted customer
groups.  Mailings are regularly made to current customers based on buying
patterns and to prospective customers based on mailing lists.  The Company
provides for electronic ordering by customers through both a CD-ROM catalog and
an Internet presence (www.mooremedical.com).

Many customers order through one of the Company's toll free telephone numbers in
response to direct mail catalogs or other advertising literature.  Their orders
are processed by representatives in the Company's inbound call center.  Call
center representatives are trained on product features, to respond to customer
inquiries and on the Company's computerized order entry procedures.   In
addition, the Company has a staff of  outbound telesales representatives who
specialize in one or more customer groups.  They are trained on selling
techniques to effectively promote sales and establish new customers.  An
advanced phone system supports each call center and telesales representative,
and each is equipped with a computer terminal for access to customer and product
information and the order entry processing system.  A small number of field
sales representatives build relationships and negotiate sales terms with the
Company's larger customers in the industrial market.

The Company fulfills orders from its regional distribution centers in
Connecticut, Florida, Illinois and California.  Customer orders are directed by
its computer systems from the call center and telesales to the distribution
center closest to the customer.  There, orders are picked, packed and shipped to
customers by common carriers.  The Company utilizes United Parcel Services (UPS)
for the shipment of most of its customers' orders and, accordingly, is dependent
on UPS for efficient

                                       12
delivery services.  More than 90% of customers receive orders within two
business days. The Company considers distribution reliability to be a core
strength.

The Company's marketing, sales, distribution and purchasing processes are
information intensive, making its computer systems essential to efficient
operations.

Suppliers.

The Company distributes the products of approximately 550 manufacturers of
medical/surgical supplies and pharmaceuticals.  It purchases most products
directly from manufacturers, but also purchases some products from other
distributors.  In 1998, the largest suppliers of the products which it sold in
its healthcare practitioner business were Graham-Field Health Products, Inc.,
Johnson & Johnson Healthcare Systems, Inc., Laerdal Medical Corp., Microflex
Medical Corp., Ortho Diagnostic Systems, Inc., SmithKline Beecham
Pharmaceuticals, and Tillotson Healthcare Corporation.  Management believes the
Company is a significant customer of a small portion of its vendors.  It has
several competing sources for many medical/surgical supplies and
pharmaceuticals. Sales of products from its largest supplier in 1998 accounted
for less than 5% of total sales.  The Company does not have any significant
long-term purchase commitments with its suppliers, nor does it have any
exclusive rights for a territorial area.

Competition.

Competitors consist of large national distributors, regional distributors and
local distributors. Some use primarily direct marketing methods, like the
Company, and others make sales and deliveries to their customers with a
dedicated sales force and fleet of delivery vehicles. According to a 1996 market
research report by a national brokerage firm, five national distributors larger
than the Company account for approximately 40% of the sales volume of healthcare
supplies to the physician market.  These national distributors have been growing
in recent years through both internal growth and through acquisitions of
regional and local distributors.  The remaining distributors to this market are
believed to be smaller than the Company and consist primarily of regional and
local distributors.  In each of the Company's other markets, the competition is
more fragmented and the Company believes it is one of the top five leading
distributors.  The strongest competitors in each market area generally compete
with the Company in only one or a few of its market areas.

Generally, the Company competes with other distributors on breadth of product
line, delivery speed, price, order completion rates, and other value-added
customer service factors.  Customers place high value on reliability, ease of
doing business and speed.  As more healthcare practices consolidate into larger,
more geographically spread organizations, the Company expects that there will be
a growing number of large customers that will require their distributor of
choice to be able to reliably service many locations in numerous states and/or
regions of the country.

Regulation.

The manufacturing, marketing, labeling, packaging and distribution of
medical/surgical products and pharmaceuticals are subject to regulation by
federal, state and local governmental authorities. The Company is licensed to
distribute pharmaceutical products, including certain controlled substances.

                                       13
Its operating and security practices must comply with statutes and regulations
of the U.S. Food and Drug Administration, the Federal Drug Enforcement Agency
and state boards of pharmacy and health.  The Company believes that it is in
material compliance with the applicable statutes and regulations.  The Company
is indirectly affected by Medicare, Medicaid and other governmental regulations
to which many of its customers are subject and by managed care plans in which
many participate.  Such programs' payment and reimbursement policies encourage
customers to economize in purchasing healthcare products.

Employees.

As of January 3, 1999, the Company had 323 full-time employees and 24 part-time
employees. Of the full-time employees, 168 worked in its marketing and sales
operations.  All the Company's operations are non-union.

              CERTAIN FACTORS AFFECTING FORWARD LOOKING STATEMENTS

This  Prospectus herein may contain certain forward looking statements.  In
addition, from time to time, the Company or its representatives may have made or
may make forward-looking statements, orally or in writing.  Such forward-looking
statements may be included in, but, not limited to, press releases, oral
statements made by or with the approval of an authorized executive officer, or
in this report or other filings made by the Company with the Securities and
Exchange Commission.  The words or phrases "trend," "expect," "grow," "will,"
"could," "likely result," "planned," "continued," "anticipated," "estimated,"
"projected," "scheduled," "could have," "intended," or similar expressions are
intended to identify "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995.  The Company wishes to ensure
that such statements are accompanied by meaningful cautionary statements, so as
to maximize to the fullest extent possible the protections of the safe harbor
established in the said Act.  Accordingly, such statements are qualified in
their entirety by reference to and are accompanied by the discussion of certain
important factors set forth in this Prospectus under the caption "Risk Factors"
that could cause actual results to differ materially from such forward-looking
statements.  The risks identified therein are not all inclusive.  Reference is
also made to the reports and other filings made by the Company with the
Securities and Exchange Commission, including Incorporated Documents, for
additional information concerning factors that could adversely impact the
Company's business, financial position or performance.  The risk factors could
cause actual results or outcomes to differ materially from those expressed in
any forward-looking statements of the Company or made by or on behalf of the
Company, and investors, therefore, should not place undue reliance on any such
forward-looking statements.  Any forward-looking statement speaks only as of the
date on which such statement is made, and the Company undertakes no obligation
to update any forward-looking statement or statements to reflect events or
circumstances after the date on which such statement is made or to reflect the
occurrence of unanticipated events.  Moreover, the Company operates in a
changing and very competitive business environment.  New risks may emerge from
time to time, and it is not possible for management to predict all risk factors,
nor can it necessarily identify or assess the impact of all such factors on the
Company or the extent to which any factor or combination of factors may cause
actual results to differ materially from those contained in any forward-looking

                                       14
statements.  Further, management cannot necessarily assess the impact of each
such factor on the Company's business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.  Accordingly, forward-looking
statements should not be relied upon as a prediction of actual results.

                                USE OF PROCEEDS

The Company will not receive any proceeds from the sale of the Shares offered
herein by the Selling Stockholders, however, the Company will receive the
exercise price for options upon the prior or future exercise by such Selling
Stockholders of such options.  If all of the options held by Selling
Stockholders as of the date of this Prospectus and covered by this Prospectus
are exercised, the Company will receive aggregate estimated proceeds of
approximately $2,100,000.  The Company anticipates utilizing any such proceeds
received, and has utilized any such proceeds previously received, upon the
exercise of such options and for general corporate purposes, including working
capital.  There can be no assurance that any of the options will be exercised.

                              SELLING STOCKHOLDERS

This Prospectus covers possible sales by the Selling Stockholders who are
officers or directors of the Company of Shares that such Selling Stockholders
have acquired and/or may acquire through the exercise of options granted in the
Plans; such officers and directors may be affiliates (as such term is defined in
Rule 405 under the Securities Act) of the Company.  The names of such officers
and of a director who, as of the date of this Prospectus, may be Selling
Stockholders from time to time are listed below, along with (i) the number of
shares of Common Stock currently owned by each such person, (ii) the number of
Shares offered by each such person for sale hereby and (iii) the number of
shares of Common Stock to be owned by each such Selling Stockholder following
the completion of the offering contemplated hereby and the percentage that such
shares will bear to the number of outstanding shares of Common Stock at such
time.  This Prospectus also cover the possible sales by Selling Stockholders who
are not affiliates of the Company and to whom the Company has  issued restricted
shares of Common Stock on the exercise of options granted under its ISO Plan.
None of such non-affiliate Selling Stockholders as of the date of this
Prospectus, holds such restricted securities in an amount in excess of 1,000
Shares. Each of such non-affiliates may use this Prospectus for reoffer and
resale of up to 1,000 Shares. The number of Shares offered for sale by each
Selling Stockholders may be updated in, and additional individuals who may be
affiliates of the Company may be added as Selling Stockholders hereunder by,
supplements and/or amendments to this Prospectus, which will be filed with the
Commission in accordance with Rule 424(b) under the Securities Act.

                                       15
Number of              Number of Shares
                   Number of          Shares Subject         Beneficially            Percentage of Shares
Selling            Shares             to Options and         Owned After             Beneficially Owned
Stockholder        Beneficially       Offered                Completion of           After Completion of 
        (1)        Owned              Hereby (2)             Offering (3)            Offering (3)
-----------        ------------       --------------         ----------------        --------------------
Richard A.
 Bucchi               6,750(4)            19,000                  2,000                       *
 
David V.
 Harper               1,000               16,000                  1,000                       *
 
Kenneth 
 Kollmeyer           15,500(5)            24,000                  6,000                       *
 
Robert H.
 Steele              11,400 (6)           40,000                  6,400                       *
______________
* Less than 1%.

  (1) In reliance upon Item 2(b) of General Instruction C to Form S-8 under the
  Securities Act, the officers and director of the Company listed above as
  Selling Stockholders have been listed herein whether or not such persons have
  a present intent to reoffer or resell any or all of the Shares listed as owned
  by them and being offered hereby.

  (2) Assumes all options held by the Selling Stockholders are exercisable
  within 60 days of the date of the completion of the offering.  All options
  were granted under the NQO Plan, other than an option for 3,000 Shares granted
  to Mr. Bucchi in 1996 and options for 4,000 Shares granted to Mr. Kollmeyer in
  each of 1993 and 1996 under the ISO Plan.

  (3) Assumes the sale of all Shares offered by all Selling Stockholders under
  this Prospectus, and that all options to acquire Common Stock held by such
  Selling Stockholders are exercisable within 60 days of the date of the
  completion of the offering.  As the Company is unable, as of the date of this
  Prospectus, to determine the date of the completion of the offering hereunder,
  the number of shares and percentages shown hereunder are computed with
  reference to the aggregate number of shares of Common Stock of the Company
  outstanding as of March 23, 1999 and giving effect to the exercise of the
  options.

  (4) Includes 4,750 Shares issuable under an option exercisable within 60 days.

  (5) Includes 9,500 Shares issuable under options exercisable within 60 days.

  (6) Includes 5,000 Shares issuable under an option exercisable within 60 days.

                                       16
PLAN OF DISTRIBUTION

The Shares, which are issuable upon the exercise of the options may be sold
pursuant to this Prospectus by the Selling Stockholders.  These sales may occur
in privately negotiated transactions or through brokers and dealers, as agents,
or to brokers and dealers, as principals who may receive compensation in the
form of discounts, concessions or commissions from the Selling Stockholders or
from the purchasers of the Common Stock for whom the broker-dealers may act as
agent or to whom they may sell as principal, or both.  After the passage of the
requisite period of time, the Selling Stockholders may also sell the Shares
pursuant to Rule 144.  The Company has been advised by the Selling Stockholders
that they have not made any arrangements relating to the distribution of the
Shares.  In effecting sales, broker-dealers engaged by the Selling Stockholder
may arrange for other broker-dealers to participate.  Broker-dealers will
receive commissions or discounts from the Selling Stockholder in amounts to be
negotiated prior to the sale.

Upon being notified by a Selling Stockholder that any material arrangement
(other than a customary brokerage account agreement) has been entered into with
a broker or dealer for the sale of Shares pursuant to this Prospectus through a
block trade, purchase by a broker or dealer, or similar transaction, the Company
will file a supplemented Prospectus pursuant to Rule 424(c) under the Securities
Act disclosing (a) the name of each such broker-dealer, (b) the number of Shares
involved, (c) the price at which such Shares were sold, (d) the commissions paid
or discounts or concessions allowed to such broker-dealer(s), (e) if applicable,
that such broker-dealer(s) did not conduct any investigation to verify the
information set out or incorporated by reference in the Prospectus, as
supplemented, and (f) any other facts material to the transaction.

The Selling Stockholders and any broker-dealers who execute sales for the
Selling Stockholders may be deemed to be "underwriters" within the meaning of
the Securities Act by virtue of the number of shares of Common Stock to be sold
or resold by such persons or entities or the manner of sale thereof, or both.
If the Selling Stockholders or any broker-dealer or other holders were
determined to be underwriters, any discounts, concessions or commissions
received by them or by brokers or dealers acting on their behalf and any profits
received by them on the resale of their shares of Common Stock might be deemed
underwriting discounts and commissions under the Securities Act.

The Selling Stockholders have represented to the Company that any purchase or
sale of the Common Stock by them will be in compliance with Regulation M
("Regulation M") promulgated under the Exchange Act.  In general, Rule 102 under
Regulation M prohibits any person connected with a distribution of the Company's
Common Stock (the "Distribution") from directly or indirectly bidding for, or
purchasing for any account in which he has a beneficial interest, any Common
Stock or any right to purchase Common Stock, for a period of one business day
prior to and subsequent to completion of his participation in the Distribution
(the "Distribution Period").

During the Distribution Period, Rule 104 ("Rule 104") under Regulation M
prohibits the Selling Stockholders and any other persons engaged in the
Distribution from engaging in any stabilizing bid or purchasing the Common Stock
except for the purpose of preventing or retarding a decline in the open market
price of the Common Stock.  No such person may effect any stabilizing
transaction to facilitate any offering at the market.  Inasmuch as any Selling
Stockholder will be reoffering and

                                       17
reselling the Common Stock at the market, Rule 104 prohibits him or her from
effecting any stabilizing transaction in contravention of Rule 104 with respect
to the Common Stock.

                          DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of (a) 1,270,002 shares of
Preferred Stock, of three classes, none of which is outstanding, and (b)
5,000,000 shares of Common Stock, par value $.01.  As of March 23, 1999,
2,939,221 shares of Common Stock were issued and outstanding, and 306,854
additional shares of Common Stock were issued and held by the Company as
treasury shares.  A summary of the rights, preferences and privileges of the
Company's authorized capital stock follows:

Common Stock.

Subject to the rights of holders of any Preferred Stock issued in the future,
the holders of Common Stock are entitled to one vote per share in all matters to
be voted on by stockholders and are entitled to share pro rata in any dividends
which may be declared from time to time by the Board of Directors out of the
funds available thereof and in any distribution on liquidation.  The holders of
Common Stock have no pre-emptive rights or cumulative voting rights.  The
Company is a party to loan agreements which, among other things, preclude the
payment of dividends on Common Stock and limits the Company's ability to
repurchase stock.

Preferred Stock.

There are no shares of Preferred Stock of any class outstanding and the Company
has no present plans to issue any such shares.  Three classes of Preferred Stock
are authorized: 200,000 shares of Class A Cumulative Convertible Preferred,
$5.00 par value ("Class A"); 70,002 shares of Class B Cumulative Convertible
Preferred, $10.00 par value ("Class B"); and 1,000,000 shares of Class C
Preferred, $1.00 par value ("Class C") of which 70,000 shares have been
designated as a Series I Junior Participating Preferred Stock.  Shares of Class
A and Class B (no of which is outstanding) have cumulative dividends, no general
voting rights and redemption at a price equal to par plus accrued and unpaid
dividends and, upon liquidation, the holders are entitled to receive the par
value plus accrued dividends before any distribution may be made to the holders
of Common Stock.  Each share of Class A and Class B is convertible into one
share of Common Stock.  The Board of Directors may, from time to time, and
subject to certain limitation, establish, designate and issue shares of Class C
stock in one or more series and fix the number of shares and the relative
rights, preferences, conversion rights, voting rights, terms of redemption and
liquidation preferences of such stock.  The issuance of such stock with voting
or other rights could result in a class of securities outstanding with certain
preferences over the Common Stock with respect to dividends and in liquidation,
and could result in the dilution of the voting rights and equity interest of the
holders of Common Stock.  The issuance of additional Common Stock, pursuant to
conversion rights, may also result in similar dilution.

In 1998, the Company adopted a Shareholder Rights Plan and declared a dividend
distribution  of one Preferred Stock Purchase Right (the "Rights") for each
outstanding share of Common Stock.  The Rights will become exercisable, with
certain exceptions, only if a party or group acquires 15%

                                       18
or more of the Company's Common Stock or announces an offer to acquire 15% or
more.  When exercisable, with some exceptions, each Right will entitle its
holder (other than the party or group acquiring 15% or more or offering to
acquire 15% or more of the Common Stock) to buy one one-hundredth of a share of
a Series I Junior Participating Preferred Stock at a purchase price of $70.00.
Upon the occurrence of certain events, Rightsholders (other than such party or
group) will be entitled to purchase either preferred stock of the Company or
shares of the acquiring company at half of their market value.  The Company will
generally be entitled to redeem the Rights at $.01 per Right at any time prior
to the earlier of the expiration of the Rights in March, 2009 or ten days
following the acquisition of or offer of 15% of the Company's Common Stock.

                                 LEGAL MATTERS

Certain legal matters in connection with the sale and validity of the Shares
will be passed upon for the Joseph Greenberger, Esq., 1370 Avenue of the
Americas, Suite 2701, New York, New York  10019-4602.

                       DISCLOSURE OF COMMISSION POSITION
               ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

The Company's Certificate of Incorporation and By-laws provide for
indemnification of officers and directors in instances, among others, in which
they acted in good faith and in a manner they reasonably believed to be in, or
not opposed to, the best interests of the Company and in which, with respect to
criminal proceedings, they had no reasonable cause to believe their conduct was
unlawful, and to the full extent authorized by the Delaware General Corporation
Law.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.

                                       19
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

  The Company's Annual Report on Form 10-K for its fiscal year ended January 2,
1999, including all amendments filed for the purpose of completing or updating
such report, which has been heretofore filed by the Company with the Commission
pursuant to the Securities Exchange Act of 1934, as amended, is hereby
incorporated by reference and made a part hereof:

  All other documents filed by the Company with the Commission pursuant to
Sections 13, 14 and 15 of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered have
been sold or which de-registers all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents (such documents, and the
document referred to above, being hereinafter referred to collectively as the
"Incorporated Documents").

  Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained therein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statements
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.

  The authorized capital stock of the Company consists of (a) 1,270,002 shares
of Preferred Stock, of three classes, none of which is outstanding, and (b)
5,000,000 shares of Common Stock, par value $.01.  As of March 23, 1999,
2,939,221 shares of Common Stock were issued and outstanding, and 306,854
additional shares of Common Stock were issued and held by the Company as
treasury shares.  A summary of the rights, preferences and privileges of the
Company's authorized capital stock follows:

Common Stock.

  Subject to the rights of holders of any Preferred Stock issued in the future,
the holders of Common Stock are entitled to one vote per share in all matters to
be voted on by stockholders and are entitled to share pro rata in any dividends
which may be declared from time to time by the Board of Directors out of the
funds available thereof and in any distribution on liquidation.  The holders of
Common Stock have no pre-emptive rights or cumulative voting rights.  The
Company is a party to loan agreements which, among other things, preclude the
payment of dividends on Common Stock and limits the Company's ability to
repurchase stock.

Preferred Stock.

  There are no shares of Preferred Stock of any class outstanding.  Three
classes of Preferred Stock

                                     II-1
are authorized: 200,000 shares of Class A Cumulative Convertible Preferred,
$5.00 par value ("Class A"); 70,002 shares of Class B Cumulative Convertible
Preferred, $10.00 par value ("Class B"); and 1,000,000 shares of Class C
Preferred, $1.00 par value ("Class C") of which 70,000 shares have been
designated as a Series I Junior Participating Preferred Stock.  Shares of Class
A and Class B (none of which is outstanding) have cumulative dividends, no
general voting rights and redemption at a price equal to par plus accrued and
unpaid dividends and, upon liquidation, the holders are entitled to receive the
par value plus accrued dividends before any distribution may be made to the
holders of Common Stock.  Each share of Class A and Class B is convertible into
one share of Common Stock.  The Board of Directors may, from time to time, and
subject to certain limitation, establish, designate and issue shares of Class C
stock in one or more series and fix the number of shares and the relative
rights, preferences, conversion rights, voting rights, terms of redemption and
liquidation preferences of such stock.  The issuance of such stock with voting
or other rights could result in a class of securities outstanding with certain
preferences over the Common Stock with respect to dividends and in liquidation,
and could result in the dilution of the voting rights and equity interest of the
holders of Common Stock.  The issuance of additional Common Stock, pursuant to
conversion rights, may also result in similar dilution.

  In 1998, the Company adopted a Shareholder Rights Plan and declared a dividend
distribution  of one Preferred Stock Purchase Right (the "Rights") for each
outstanding share of Common Stock.  The Rights will become exercisable, with
certain exceptions, only if a party or group acquires 15% or more of the
Company's Common Stock or announces an offer to acquire 15% or more.  When
exercisable, with some exceptions, each Right will entitle its holder (other
than the party or group acquiring 15% or more or offering to acquire 15% or more
of the Common Stock) to buy one one-hundredth of a share of a Series I Junior
Participating Preferred Stock at a purchase price of $70.00.  Upon the
occurrence of certain events, Rightsholders (other than such party or group)
will be entitled to purchase either preferred stock of the Company or shares of
the acquiring company at half of their market value.  The Company will generally
be entitled to redeem the Rights at $.01 per Right at any time prior to the
earlier of the expiration of the Rights in March, 2009 or ten days following the
acquisition of or offer of 15% of the Company's Common Stock.

Item 5. Interest of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

  Section 145(a) of the General Corporation Law of Delaware (the "DGCL")
empowers a corporation to indemnify any person who was or is party, or is
threatened to be made party, to 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) by reason of the
fact that he is or was a director, employee or agent of the corporation or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or enterprise, against expenses (including
attorney's fees), judgements, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no cause to believe his conduct was unlawful.

                                     II-2
Subsection 145 (b) of the DGCL empowers a corporation to indemnify any person
who was or is a party, or is threatened to be made party, to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgement in its favor by reason of the fact that such person acted in
any of the capacities set forth above, against expenses actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted under similar standards, except that no indemnification may be
made in respect to any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such an action or suit was brought
shall determine that despite the adjudication of liability such person is fairly
and reasonably entitled to indemnity for such expenses which the court shall
deem proper.

  Section 145 further provides that to the extent a director or officer of a
corporation has been successful in the defense of any action, suit or proceeding
referred to in subsections (a) and (b) or in the defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith, and that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled.  It empowers the
corporation to purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against him or
incurred by him in any such capacity or arising out of his status as such
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145.

  Article Ninth of the Company's Certificate of Incorporation reads as follows:

         NINTH: The Corporation shall, to the fullest extent permitted by
       Section 145 of the General Corporation Law of Delaware, as the same may
       be amended and supplemented, indemnify any and all persons whom it shall
       have the power to indemnify under said section from and against any and
       all of the expenses, liabilities or other matters referred to in or
       covered by said section, and the indemnification provided for herein
       shall not be deemed exclusive of any other rights to which those
       indemnified may be entitled under any Bylaw, agreement, vote of
       stockholders or disinterested directors or otherwise, both as to action
       in his official capacity and as to action in another capacity while
       holding such office, and shall continue as to a person who has ceased to
       be a director, officer or agent and shall inure to the benefit of the
       heirs, executors and administrators of such a person.

Item 7. Exemption From Registration Claim.

Registrant claims an exemption pursuant to Section 4(2) under the Securities Act
of 1933, as amended, with respect to the issuance of an aggregate of 13,425 of
its Common Stock as restricted securities to certain Selling Stockholders on the
exercise of options granted under its ISO Plan, as securities acquired with no
distributive intent, for investment, and for each optionholder's own account.

                                     II-3
Item 8. Exhibits.

Exhibit No.         Description
-----------         -----------

5.1            Opinion of Joseph Greenberger with respect to the legality of the
               securities being registered. (Filed herewith.)

23.1           Consent of PricewaterhouseCoopers LLP. (Filed herewith.)

23.2           Consent of Joseph Greenberger. (Included in Exhibit 5.)

24             Power of Attorney. (Included on signature pages to this
               Registration Statement.)

99.1           Incentive Stock Option Plan, as amended. (Filed herewith.)

99.2           Non-Qualified Stock Option Plan, as amended. (Filed herewith.)

                                     II-4
SIGNATURES

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 New Britain, State of Connecticut, on the 30th day of
March 1999.

MOORE MEDICAL CORP.
BY:  /s/  David V. Harper                                BY:  /s/  David V. Harper
   -------------------------------------------------        ------------------------------------------------- 
David V. Harper, Member, Office of the President         David V. Harper, Executive Vice
(Chief Executive Office), Executive Vice President -     President - Finance and Chief Financial
Finance and Chief Financial Officer                      Officer
March 30, 1999                                           March 30, 1999
 
BY:  /s/  Richard A. Bucchi                              BY:  /s/  Susan G. D'Amato
   -------------------------------------------------        ------------------------------------------------- 
Richard A. Bucchi, Member, Office of the President       Susan G. D'Amato, Controller and
(Chief Executive Office), Executive Vice President -     Chief Accounting Officer
Marketing and Sales                                      March 30, 1999
March 30, 1999
 
BY:  /s/  Kenneth S. Kollmeyer
   -------------------------------------------------    
Kenneth S. Kollmeyer, Member, Office of the President
(Chief Executive Office), Executive Vice President - 
Operations
March 30, 1999
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated. Each person whose individual signature appears below
hereby authorizes Robert H. Steele and David V. Harper, or either of them, to
execute in the name and on behalf of each such person and to file any amendment
to this Registration Statement, and appoints Robert H. Steele and David V.
Harper, or either of them, as attorney-in-fact to sign on his behalf
individually and in each capacity stated below, and to file any amendments to
this Registration Statement, including any and all post-effective amendments.

 
/s/  Robert H. Steele               /s/  Peter C. Sutro
----------------------------        -------------------------------
Robert H. Steele, Director          Peter C. Sutro, Director
March 30, 1999                      March 30, 1999
 
/s/  Steven Kotler                  /s/  Wilmer J. Thomas, Jr.
----------------------------        -------------------------------
Steven Kotler, Director             Wilmer J. Thomas, Jr., Director
March 30, 1999                      March 30, 1999
 
/s/  Dan K. Wassong
----------------------------
Dan K. Wassong, Director
March 30, 1999

                                     II-5
EXHIBIT INDEX

Exhibit No.                          Description
-----------                          -----------

5.1                      Opinion of Joseph Greenberger with respect to the 
                         legality of the securities being registered. (Filed
                         herewith.)

23.1                     Consent of PricewaterhouseCoopers LLP. (Filed 
                         herewith.)

23.2                     Consent of Joseph Greenberger. (Included in Exhibit 5.)

24                       Power of Attorney. (Included on signature pages to this
                         Registration Statement.)

99.1                     Incentive Stock Option Plan, as amended. (Filed
                         herewith.)

99.2                     Non-Qualified Stock Option Plan, as amended.
                         (Filed herewith.)