Moore-Handley Proxy Statement April 12, 2002

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
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14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-12

MOORE-HANDLEY, INC.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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/X/ No fee required.

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.

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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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(1) Amount Previously Paid:

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MOORE-HANDLEY, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

MAY 14, 2002

The annual Meeting of the shareholders of Moore-Handley, Inc. (the
"Corporation") will be held on Tuesday, May 14, 2002, at 10:00 A.M., local time
at the Courtyard Marriott at 1824 Montgomery Highway South, Hoover, Alabama, for
the following purposes:

1) To elect directors for the ensuing year;

2) To ratify the appointment by the Board of Directors of Ernst &
Young LLP, certified public accountants, as independent auditors for
the year 2002;

3) To transact such other business as may properly come before the
meeting.

Only shareholders of record at the close of business on April 1, 2002, will
be entitled to vote at the meeting. A list of shareholders eligible to vote at
the meeting will be available for inspection at the meeting and during business
hours at the Corporation's office, at the address set forth below from May 3,
2002, to the date of the meeting.

Whether you expect to attend the Annual Meeting or not, your proxy vote is
important. To assure your representation at the meeting, please sign and date
the enclosed proxy card and return it without delay in the enclosed envelope,
which requires no additional postage if mailed in the United States.

By Order of the Board of Directors

Gary C. Mercer
Chief Financial Officer

3140 Pelham Parkway
Pelham, AL 35124
April 8, 2002

IT IS IMPORTANT THAT THE ENCLOSED PROXY CARD BE
COMPLETED AND RETURNED PROMPTLY

MOORE-HANDLEY, INC.

PROXY STATEMENT

APRIL 1, 2002

This statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Moore-Handley, Inc. (the "Corporation") for use at
the Annual Meeting of its shareholders to be held on May 14, 2002.

Shares cannot be voted at the meeting unless the owner thereof is present
in person or by proxy. Any person giving a proxy may revoke it by written notice
to the Corporation at any time prior to its exercise. In addition, although mere
attendance at the meeting will not revoke the proxy, a person present at the
meeting may withdraw his proxy and vote in person. All properly executed and
unrevoked proxies in the accompanying form which are received in time for the
meeting will be voted at the meeting or any adjournment thereof in accordance
with any specification thereon, or if no specification is made, will be voted
FOR the election of the five persons nominated for election as directors and FOR
the ratification of the appointment of Ernst & Young, LLP as independent
auditors for the year 2002.

The Annual Report of the Corporation (which does not form part of the proxy
solicitation material) including the financial statements of the Corporation for
the fiscal year 2001, is enclosed herewith.

The mailing address of the principal executive offices of the Corporation
is P. O. Box 2607, Birmingham, Alabama 35202. This Statement and the
accompanying form of proxy are being mailed to the shareholders of the
Corporation on April 12, 2002.

VOTING SECURITITES

The Corporation has only one class of voting securities, its Common Stock.
On April 1, 2002, 1,767,943 shares of Common Stock were outstanding. As to each
matter presented to the shareholders' meeting, each shareholder of record at the
close of business on April 1, 2002 will be entitled to one vote for each share
of Common Stock owned on that date.

ELECTION OF DIRECTORS

The affirmative vote of a plurality of the votes cast is required to elect
the directors. Abstentions from voting on these proposals (including broker
non-votes) will have no effect on the outcome of the vote. Unless otherwise
directed, the persons named in the accompanying form of proxy intend to vote at
the Annual Meeting for the election of the

nominees named in the following table as directors of the Corporation to serve
until the next Annual Meeting and until their successors are duly elected and
have qualified. If any nominee is unable to be a candidate when the election
takes place, the shares represented by valid proxies will be voted in favor of
the remaining nominees and for such person, if any, as shall be designated by
the present Board of Directors to replace such nominee. The Board of Directors
does not presently anticipate that any nominee will be unable to be a candidate
for election.

Each of Messrs. Riley, Marks, Stubbs, Gaines, and Palmer was elected to his
present term of office at the last Annual Meeting of shareholders.

The following information with respect to the principal occupation or
employment, other affiliations and business experience of each nominee during
the last five years has been furnished to the Corporation by such nominee.
Except as indicated each of the nominees has had the same principal occupation
for the last five years.

INFORMATION REGARDING NOMINEES FOR ELECTION AS DIRECTOR

The Corporation's current Board of Directors consists of the five directors
listed below, each of whom will stand for election at the annual meeting.

William Riley - Chairman and Director of the Corporation since 1981, Chief
Executive Officer since April 1997; Age 70

Pierce E. Marks, Jr. - President, Chief Executive Officer from 1981 to June
1995; Vice Chairman from June 1995 to December 1999 and Director of the
Corporation and member of the Executive Committee since 1981; Age 73.

Michael B. Stubbs - Private investor; Director, Lyon, Stubbs & Tompkins,
Inc., New York, New York (Investment advisors) from 1984 to August 1996;
Secretary/Treasurer and Director, S&P Cellular Holdings, Inc. (cellular
communications) from 1989 to November 1995 and Chairman from 1991 to November
1995; Secretary/Treasurer and Director, Petroleum Communications (cellular
communications) from 1990 to November 1995 and Chairman from 1991 to November
1995. Director of the Corporation since 1981; Age 53.

Michael Palmer - Investor. Retired since 1984; Founder and CEO of
Associated European Capital Corp., (investment banking), from 1980 to 1984;
Managing Director, Saudi Arabian Investment Co., (investment banking), from 1974
to 1980; Head of International Finance, Shearson, Hammil Co. (investment
banking), from 1969 to 1974. Director of the Corporation since 2001; Age 69.

Michael J. Gaines - was employed by Grossman's, a home center chain, from
1993 to 1996; President and Chief Operating Officer from 1996 to present.
Director of the Corporation since 2001; Age 59.

INFORMATION REGARDING THE BOARD OF DIRECTORS

COMMITTEES OF THE BOARD

The Board of Directors of the Corporation has Executive, Audit, and
Compensation Committees, but does not presently have a nominating committee.

EXECUTIVE COMMITTEE. Members: Messrs. Riley and Marks. The Executive
Committee may, between meetings of the Board of Directors, exercise all of the
authority of the Board in the management of the business and affairs of the
Corporation, except with respect to certain significant corporate matters
reserved to the Board by Delaware law, such as amendments to the Certificate of
Incorporation or By-Laws of the Corporation.

AUDIT COMMITTEE. Members: Messrs. Palmer, Marks and Stubbs. The Board of
Directors of the Corporation has adopted a written charter for the Audit
Committee. The Audit Committee's functions include recommending to the Board of
Directors the selection of the Corporation's independent auditors, reviewing
with such auditors the plan and results of their audits, reviewing and
discussing the Company's audited financial statements with the Company's
management, and certain other matters specified in the written charter of the
Audit Committee. The members of the Audit Committee are independent, as
"independence" is defined in Rule 4200(a)(15) of the National Association of
Securities Dealers Listing Standards, except for Mr. Marks. Mr. Marks does not
qualify as an "independent" director because he received consulting income from
the Corporation of $80,229 under a consulting agreement with the Corporation.
The Board has determined to waive the independence requirement in the case of
Mr. Marks because in light of Mr. Marks' familiarity with the Corporation and
understanding of fundamental financial statements, it has determined that it is
in the best interest of the Corporation and its shareholders for Mr. Marks to
serve on the Audit Committee.

COMPENSATION COMMITTEE. Members: Messrs. Marks, Stubbs, and Palmer. The
Compensation Committee approves the remuneration arrangements for Mr. Riley and
Mr. Gaines.

ATTENDANCE AT BOARD AND COMMITTEE MEETINGS

During the 2001 fiscal year the Board of Directors held two meetings, the
Executive Committee met informally numerous times, the Compensation Committee
met two times

and the Audit Committee met twice. During such fiscal year a quorum was present
at all of the meetings of the Board, and each director attended all of these
meetings except for Mr. Pierce E. Marks, Jr. who was unable to attend the Audit
Committee meetings.

COMPENSATION OF DIRECTORS

No director received compensation for his services as director or member of
the Executive, Compensation or Audit Committees, except for the annual grant to
the non-employee director of Special Options to purchase 2,000 shares of the
Corporation's Common Stock granted to Messrs. Stubbs, Palmer and Marks. Each
such Special Option is granted at an exercise price equal to the market value of
the Common Stock on the date of the grant and becomes exercisable on the date of
grant. The term of such Option is ten years, subject to termination on the third
anniversary of the date the holder ceases to be a director of the Corporation.

REPORT OF THE AND AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Corporation (i) has
reviewed and discussed the audited financial statements of the Corporation for
the year ending December 31, 2001 with management of the Corporation; (ii) has
discussed with Ernst & Young, the independent auditors of the Corporation, the
matters required to be discussed by SAS 61 (Codification of Statements on
Auditing Standards, AU380); (iii) has received the written disclosures and the
letter from Ernst & Young, the Corporation's independent accountants, required
by Independence Standards Board's Standard No. 1 (Independence Standards Board's
Standard No. 1, Independence's Discussions with Audit Committees), and (iv) has
discussed with Ernst & Young its independence in relation to the Corporation.
Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors of the Corporation that the audited
financial statements be included in the Company's Annual Report on Form 10-K for
its fiscal year ending December 31, 2001 for filing with the Securities and
Exchange Commission.

Pierce E. Marks, Jr.
Michael Palmer
Michael B. Stubbs

EXECUTIVE COMPENSATION AND OTHER INFORMATION

REPORT OF THE EXECUTIVE AND COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

This report by the members of the Executive and Compensation Committees of
the Board of Directors of the Corporation describes the policies guiding the
compensation paid to the Corporation's Chief Executive Officer and other
executive officers for 2001.

Messrs. Riley and Gaines determine the compensation payable to executives
other than themselves. Messrs. Marks, Stubbs and Palmer, outside directors who
are members of the Compensation Committee, approve the compensation payable to
Messrs. Riley and Gaines.

EXECUTIVE COMPENSATION POLICIES

The Corporation's compensation policies for its executive officers
incorporate both fixed base salaries and variable, at-risk compensation
opportunities in total compensation packages intended to take into consideration
individual and overall corporate performance and to achieve the following
specific goals:

o ensure that the Corporation can attract and retain highly
competent individuals whose performance is essential to the
future growth and success of the Corporation; and

o ensure that executive compensation reflects corporate performance
by tying a significant portion of total compensation to the
achievement of specified corporate performance objectives.

FIXED COMPENSATION

Base salary is the fixed component of each executive officer's total
compensation package.

VARIABLE COMPENSATION

The variable component of each executive officer's total compensation
package is comprised of an annual and a long-term part:

o the opportunity to receive a cash payment under the Corporation's
Bonus Program (the "Bonus Program"), based on the Corporation's
actual performance in a given year against certain established
objectives; and

o the opportunity to benefit from the appreciation in value of the
Corporation's common stock through stock options, granted under
the Corporation's 2001 Incentive Compensation Plan (the "2001
Plan).

Through the Bonus Program, executive officers, excluding Mr. Riley, are
eligible to participate in an annual bonus pool, which in 2001 consisted of 20%
of the amount of the Corporation's pro-forma after tax income before bonus. In
2001, a bonus pool of $252,013 was established. Messrs. Gaines, Reid, Grear,
Mercer, and Seifert received payments from this pool in the amounts indicated in
the Summary Compensation Table. The balance was paid out as determined by the
Executive Committee, after consultation with key managers.

The purpose of the 2001 Plan is to assist in attracting and retaining
skilled management personnel and strengthening the mutuality of interest between
them and the Corporation's shareholders. Under the 2001 Plan, executive officers
are eligible to receive grants of stock options, stock appreciation rights,
restricted stock and deferred stock. The 2001 Plan is administered by a
Committee consisting of Messrs. Riley and Marks (the "Committee") who are not
eligible to receive discretionary grants or awards under the 2001 Plan. The
Committee has the authority to select employees to receive grants and awards
thereunder and determine the number of shares subject to such grants and awards
and the exercise price, restrictions, exercisability, transfer, vesting and
other terms and conditions thereof. It is the Corporation's policy to award
option grants of significant amounts when deemed appropriate.

APPLICATION OF PHILOSOPHY

Mr. Riley is a substantial shareholder of the Corporation and as such has
an economic incentive to increase the value of the Corporation. In his case, the
Compensation Committee has kept his base salary level at a level which is low
compared to competitive practices. The Compensation Committee believes Mr. Riley
has a substantial economic incentive to enhance the value of the Corporation's
stock and therefore need not be paid salary on a competitive basis. In addition,
in 2001, Mr. Riley received a bonus of $63,253 which was equal to that received
by Mr. Gaines.

In keeping with the rationale that key employees compensation should be
significantly dependent on the performance of the Corporation, the base salary
for Mr. Gaines is also low compared to competitive practice. He received a
substantial grant of 50,000 stock options in 2001 under the 2001 Plan with an
exercise price equal to the fair market value of the stock on the date of grant
and which becomes exercisable in annual installments over five years. Mr. Gaines
also participated in the Bonus Program in 2001.

William Riley
Pierce E. Marks, Jr.
Michael B. Stubbs
Michael Palmer

The following graph compares Moore-Handley's total stockholder return over
the last five fiscal years with the cumulative total return (assuming
reinvestment of dividends) of all U.S. companies traded on The NASDAQ Stock
MarketSM and of all The NASDAQ Stock MarketSM companies in the same U.S.
Department of Commerce Standard Industrial Classification (wholesale trade -
durable goods) as the Corporation.

[Performance Graph]

---------------------------------------------------------------------------------------------------------------
1996 1997 1998 1999 2000 2001
---------------------------------------------------------------------------------------------------------------

Moore-Handley, Inc. 100.0 83.7 76.9 46.2 38.5 64.9
---------------------------------------------------------------------------------------------------------------
The Nasdaq Stock Market SM Index 100.0 122.5 172.7 320.8 193.0 153.1
---------------------------------------------------------------------------------------------------------------
Wholesale Trade - Durable Goods Index 100.0 101.4 92.7 105.3 72.4 97.7
---------------------------------------------------------------------------------------------------------------

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

EXECUTIVE COMPENSATION

The following table sets forth all compensation for services in all
capacities to the Corporation and its subsidiary during the years 1999 - 2001 of
the Chief Executive Officer and each other executive officer of the Corporation
whose cash compensation exceeded $100,000.

SUMMARY COMPENSATION TABLE
Long-Term Compensation
Annual Awards
Compensation Securities Underlying
Salary Bonus Options
Year $ $ #

William Riley 2001 $175,000 $63,253
Chairman and CEO 2000 $150,000
1999 $150,000 $ 7,558

Michael J. Gaines 2001 $175,000 $63,253 50,000
President and COO 2000 $150,000
1999 $150,000 $ 7,558 75,000

Andrew W. Reid 2001 $102,696 $18,084
Vice President - Sales 2000 $109,075
1999 $123,300 25,000

Robert H. Grear 2001 $131,862 $12,000
Vice President - Operations 2000 $128,968 75,000
1999 $ 61,155 (1)

Gary C. Mercer 2001 $ 61,250 (2) $10,000 30,000
Chief Financial Officer

Thomas Seifert 2001 $ 95,833 (3) $18,500 50,000
Vice President - Merchandising

(1) The reported amounts for Robert H. Grear reflect his compensation for
the period from June 21, 1999, when he joined the company.
(2) The reported amounts for Gary C. Mercer reflect his compensation for
the period from June 01, 2001, when he joined the company.
(3) The reported amounts for Thomas A. Seifert reflect his compensation
for the period from March 19, 2001, when he joined the company.

The following table sets forth information as to options granted during 2001 to
each of the executive officers named in the Summary Compensation Table.

OPTIONS GRANTS IN LAST FISCAL YEAR

% of Total Potential Realizable
Number of Options Value at Assumed
Securities Granted to Rates of Stock Price
Underlying Employees Appreciation for
Name Options In Fiscal Year Exercise Price Expiration Date Option Term
---- Granted 5% 10%
------- -------

Michael J. Gaines 50,000 29 % $1.03 June 1, 2011 $32,388 $82,078
Thomas A. Seifert 50,000 29 % $1.09 December 1, 2011 $37,275 $86,859
Gary C. Mercer 30,000 18 % $1.03 December 1, 2011 $19,433 $49,247

The following table sets forth information as to options outstanding as of
December 31, 2001 held by each of the executive officers named in the Summary
Compensation Table. No options were exercised during 2001.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTION VALUES
Value of
Number of Securities Unexercised In-the-
Underlying Unexercised Money
Options at FY-End (#) Options at FY-End ($)
Name Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------------------- -------------------------

Michael J. Gaines .................. 20,000/ 5,000 (1) $0 / $0
Michael J. Gaines .................. 40,000/10,000 (2) $0 / $0
Michael J. Gaines .................. 0/50,000 (3) $0 /$54,000
Andrew W. Reid ..................... 15,000/ 0 (4) $0 / $0
Robert H. Grear .................... 15,000/60,000 (5) $11,955/$47,820
Gary C. Mercer ..................... 0/30,000 (6) $0 /$32,400
Thomas A. Seifert .................. 0/50,000 (7) $0 /$51,000

(1) Exercisable in five annual installments commencing on January 13, 1998.
(2) Exercisable in five annual installments commencing on April 2, 1998.
(3) Exercisable in five annual installments commencing on June 1, 2002.
(4) Exercisable in five annual installments commencing on November 1, 1997.
(5) Exercisable in five annual installments commencing on August 2, 2001.
(6) Exercisable in five annual installments commencing on December 1, 2002.
(7) Exercisable in five annual installments commencing on December 1, 2002.

PENSION PLAN. The Moore-Handley, Inc. Salaried Pension Plan (the "Pension
Plan") is a defined benefit plan covering all salaried employees. Normal
retirement benefits are based on an employee's final average earnings and years
of service and are payable to participants commencing at age 65. Final average
earnings are based on total salary and bonus but exclude any income realized
from stock options. Benefits are not reduced for Social Security or other offset
amounts.

The following table shows the combined estimated annual retirement benefits
payable to employees under the Pension Plan and the Corporation's prior Plan who
retire at age 65 at the stated levels of Final Average Earnings and years of
service at retirement.

Annual Retirement Benefit
For Specified Years of Service
--------------------------------------------------

10 20 30 40 50

Final Average Earnings Years Years Years Years Years
----- ----- ----- ----- -----

$ 50,000 .................... $ 4,278 $ 8,556 $ 12,833 $ 17,111 $ 21,389
75,000 .................... 7,403 14,806 22,208 29,611 37,014
100,000 .................... 10,528 21,056 31,583 42,111 52,639
125,000 .................... 13,653 27,306 40,958 54,611 68,264
150,000 .................... 16,778 33,556 50,333 67,111 83,889
170,000 .................... 19,278 38,556 57,833 77,111 96,389
175,000 .................... 19,903 39,806 59,708 79,611 99,514
200,000 .................... $23,028 $46,056 $ 69,083 $ 92,111 $ 115,139

As of December 31, 2001, Messrs. Riley, Marks, Gaines, Reid, Grear, Mercer, and
Seifert had 41, 30, 5, 30, 3, 7 and 0 years of service respectively, under the
Pension Plan.

CERTAIN TRANSACTIONS

Messrs. Riley and Marks purchased stock pursuant to the Employee Stock
Purchase Plan in June 1998 in return for promissory notes for $131,250 and
$131,250, respectively, that were to mature on June 30, 2001 and that bore
interest at 8.5%. In June, 2001, the Board, acting on the recommendation of the
disinterested directors, approved an amendment to the notes that extended their
maturity to June 30, 2003, but made them payable on demand by the Corporation at
any time, and reset the interest rate to a floating rate equal to the
Corporation's average cost of borrowing from time to time plus 2.25%. In
approving the amendment, the Board took into consideration its lack of a current
need for additional equity financing, the preservation of its access to such
funding on demand and the benefit of receipt of interest income at a rate in
excess of its average cost of borrowing. Mr. Stubbs repaid his promissory note
in the principal amount of $15,750 under the Employee Stock Purchase Plan on
June 30, 2001. The notes of Messrs. Riley and Marks remained outstanding at
December 31, 2001.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Riley and Gaines, were involved in the determination of
compensation for executive officers of the Corporation, other than themselves,
for the past fiscal year. Messrs. Stubbs, Marks, and Palmer, members of the
Compensation Committee, approved the compensation payable to Messrs. Riley and
Gaines.

Mr. Riley and Mr. Marks are stockholders, directors and executive officers
of a privately held manufacturing company, and as such participated in setting
the compensation payable to themselves as officers of that company. The cost of
leasing office space and related overhead costs in New York City used by Mr.
Riley, who spends a majority of his time serving as executive officer and
director of the Corporation, are shared by the Corporation and such
manufacturing company. In 2001 this manufacturing company paid an aggregate of
$67,800 to the Corporation, representing 49% of the cost to the Corporation of
maintaining such office. Messrs. Riley and Marks are substantial stockholders
and directors of such company, and Mr. Stubbs is a substantial stockholder, but
none of Messrs. Riley, Marks or Stubbs participates in the day-to-day management
thereof.

SECURITY OWNERSHIP BY MANAGEMENT

The following table gives information concerning the beneficial ownership
of the Corporation's Common Stock on April 1, 2002 by (i) each nominee for
election as a director, (ii) each of the executive officers named in the Summary
Compensation Table, and (iii) all directors and executive officers of the
Corporation as a group.

Amount and Nature of
Beneficial Ownership (1)
--------------------------

Shares Percent
Beneficially of
Beneficial Owners Owned Class
----------------- -------------- ----------

William Riley (2) (3) ............................................ 456,958 21.04%
Pierce E. Marks, Jr. (2) (3) (4)(8) .............................. 356,258 16.40%
Michael B. Stubbs (5) (7) ........................................ 233,915 10.77%
Michael Palmer (6) (8) ........................................... 53,300 2.45%
Michael J. Gaines (2) (9) ........................................ 137,000 6.31%
Andrew W. Reid (2) (10) .......................................... 16,100 .74%
Robert H. Grear (2) (11) ......................................... 75,000 3.45%
Gary C. Mercer (2) (12) .......................................... 35,000 1.61%
Thomas A. Seifert (2) (13) ....................................... 50,000 2.30%
All directors and executive officers as a group (10 persons)...... 1,450,531 66.78%

1) The information as to beneficial ownership is based on statements furnished
to the Corporation by the beneficial owners. Except as indicated in the
footnotes which follow, such owners have sole voting power and sole
investment power with respect to all shares listed above and all such
shares are owned directly (i.e., not by virtue of an option or other right
to acquire).
2) The address of Messrs. Riley, Marks, Gaines, Reid, Grear, Mercer, and
Seifert is Moore-Handley, Inc., P. O. Box 2607, Birmingham, Alabama 35202.
3) Includes 50,000 shares purchased under the Employee Stock Purchase Plan
which are not issuable until the note for the purchase price has been paid
in full.

4) Does not include 54,000 shares owned by Mr. Marks' children, as to which
Mr. Marks disclaims beneficial ownership.
5) Includes an aggregate of 73,500 shares held of record by two trusts
established for Mr. Stubbs' children; Mr. Stubbs, who is a co-trustee of
such trusts, disclaims beneficial ownership of such shares. Mr. Stubbs'
address is 777 3rd Avenue 18th Floor, New York, New York 10017.
6) Includes 51,300 shares owned in a personal IRA account prior to becoming a
director. Mr. Palmer's address is Flat 15, 55 Portland Place London, W1B
1QL
7) Includes 12,000 shares covered by presently exercisable Special Options
granted under 1991 Plan and 2,000 shares covered by presently exercisable
Special Options granted under 2001 Plan - see "Information RegaHrding the
Board of Directors".
8) Includes 2,000 shares covered by presently exercisable Special Options
granted under 2001 Plan - see "Information Regarding the Board of
Directors".
9) Includes 75,000 shares covered by Options granted under 1991 Plan and
50,000 shares covered by Options granted under 2001 Plan.
10) Includes 15,000 shares covered by Options granted under 1991 Plan.
11) Includes 75,000 shares covered by Options granted under 1991 Plan.
12) Includes 30,000 shares covered by Options granted under 2001 Plan.
13) Includes 50,000 shares covered by Options granted under 2001 Plan.

SECTION 16A BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
-----------------------------------------------------

The following officers and directors of the corporation filed reports of
changes of beneficial ownership other than on a timely basis with respect to
2001 or prior years:

Mr. Gaines filed three reports, reporting three transactions on an untimely
basis.
Mr. Reid filed one report, reporting one transaction on an untimely basis.
Mr. Mercer filed one report, reporting one transaction on an untimely
basis.
Mr. Grear filed one report, reporting one transaction on an untimely basis.
Mr. Stubbs filed one report, reporting one transaction on an untimely
basis.
Mr. Palmer filed one report, reporting one transaction on an untimely
basis.
Mr. Marks filed one report, reporting one transaction on an untimely basis.

INDEPENDENT AUDITORS

Ernst & Young LLP, which served as the Corporation's independent auditors
in 2001, has been designated by the Board of Directors, upon recommendation of
the Audit Committee, as the Corporation's independent auditors for 2002. The
shareholders are asked to ratify this action of the Board. The affirmative vote
of a majority of the votes cast is required for such ratification. Abstention
and broker non-votes are treated as votes cast for this purpose. No
representative of that firm will be present at the Annual Meeting. Accordingly,
no representative of that firm will have an opportunity to make a statement or
will be available to respond to questions.

AUDIT FEES
----------

Ernst & Young LLP charged the Company an aggregate of $109,900 in fees for
the audit of the Company's financial statements for the year ended December 31,
2001, and for the review of its quarterly financial statements included in Form
10Q during 2001.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION
-------------------------------------------------------

During 2001, Ernst & Young neither rendered to nor billed the Company for
professional services relating to the design, implementation, or operation of
the Company's financial information systems.

ALL OTHER FEES
--------------

Ernst & Young LLP charged the Company an aggregate of $56,395 for all other
services rendered to the Company during 2001. Such services included audit
related services of $46,950 and non-audit related services of $9,445. Audit
related services generally included fees for pension audits, accounting
consultation, and assistance with filings with the Securities and Exchange
Commission.

The Audit Committee of the Board has considered whether the provision of
the services other than audit services described above is compatible with
maintaining the auditor's independence.

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF ERNST & Young LLP, as independent auditors
for the year 2002.

SHAREHOLDER PROPOSALS

It is anticipated that the 2002 Annual meeting of Shareholders will be held
on May 14, 2003. In accordance with regulations issued by the Securities and
Exchange Commission, shareholder proposals intended for presentation at that
meeting must be received by the Secretary of the Corporation no later than
December 14, 2002, if such proposals are to be considered for inclusion in the
Corporation's Proxy Statement.

OTHER MATTERS

Management knows of no matters that are to be presented for action at the
meeting, other than those set forth above. Pursuant to the Company's by-laws,
for business to be properly brought before the annual meeting by a stockholder,
the stockholder must have given timely notice thereof in writing to the
Secretary of the Company. To be timely, such notice must be delivered to or
mailed and received at the principal executive offices of the Company, not less
than 30 days nor more than 60 days prior to the meeting; PROVIDED, HOWEVER, that
in the event that less than 40 days notice or prior public disclosure of the
date of the meeting is given or made to stockholders, notice by the stockholder
to be timely must be received not later than the close of business on the tenth
day following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. Such notice must be accompanied by
the information required to be provided with respect to the business to be
conducted at the instance of the stockholder as set forth in the Company's
by-laws. If any other matters are brought before the meeting by a stockholder
who has not complied with the advance notice provisions, the persons named in
the enclosed form of proxy will vote the shares represented by proxies in
accordance with their best judgment on such matters.

Proxies will be solicited by mail and may also be solicited in person or by
telephone by some regular Employees of the Corporation. All expenses in
connection with the preparation of proxy materials and the solicitation of
proxies will be borne by the Corporation.

By Order of the Board of Directors

Gary C. Mercer
Chief Financial Officer

P. O. Box 2607
Birmingham, Alabama 35202
April 1, 2002

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PROXY
MOORE-HANDLEY, INC.
ANNUAL MEETING OF SHAREHOLDERS, MAY 14, 2002
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF MOORE-HANDLEY, INC.

The undersigned hereby appoints WILLIAM RILEY, PIERCE E. MARKS, JR., MICHAEL J. GAINES and GARY MERCER, and each of them, the
proxies of the undersigned with power of substitution to each, to vote all shares of Common Stock of the Corporation that the
undersigned is entitled to vote at the Annual Meeting of Shareholders of the Corporation to be held at the Courtyard by Marriott,
1824 Montgomery Hwy South, Hoover, Alabama on May 14, 2002 at 10:00 A.M. and any adjournment thereof, on all matters coming before
said meeting.

1. ELECTION OF DIRECTORS:

/ / FOR / / WITHHELD / / FOR, except vote withheld from the following nominee(s):

Vote withheld from _________________________________________

William Riley Pier E. Marks, Jr. Michael Stubbs Michael Palmer Michael J. Gaines

2. TO RATIFY THE APPOINTMENT BY THE BOARD OF DIRECTORS OF ERNST & YOUNG LLP, CERTIFIED PUBLIC ACCOUNTANTS, AS INDEPENDENT AUDITORS
FOR THE YEAR 2002.
/ / FOR / / AGAINST / / ABSTAIN
3. In their discretion, the proxies are authorized to vote such other matters as may properly come before the meeting.

(Continued on other side)

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(Continued from other side)

This Proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no contrary
instructions are indicated, this Proxy will be voted FOR the election of the Nominees as Directors, FOR ratification of the
appointment of Ernst & Young, LLP as independent auditors for the year 2002.

Dated: _______________________________________________, 2002

____________________________________________________________
Signature

Please sign name(s) exactly as printed hereon. Joint owners
should each sign. When signing as attorney, executor,
administrator, trustee or guardian, give full title as such.
If a Corporation, sign in full corporate name by President
or other authorized officer. If a partnership, sign
PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE in partnership name by authorized person.
ENCLOSED ENVELOPE.

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