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(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), 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.

Pursuant to Rule 415 under the Securities Act, the securities being registered are to be offered on a delayed or continuous basis.

(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 average of the high and low sales prices of the Common Stock on January 3, 2003, of $7.39, as reported on The American Stock Exchange.

(3)

Registers 505,000 shares of Common Stock issuable under options heretofore or hereafter granted under the Registrant’s 2000 Incentive Compensation Program (the “Program”); 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.

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The Company

Moore Medical Corp. (the “Company,” “Moore Medical,” “we” or “us”) is an Internet-enabled, multi-channel marketer and distributor of medical, surgical and pharmaceutical products to approximately 100,000 health care practices and facilities in non-hospital settings nationwide, including physicians, emergency medical technicians, schools, correctional institutions, municipalities, occupational/industrial health doctors and nurses, and other specialty practice communities. Moore Medical also serves the medical/surgical supply needs of over 26 customer community affiliates. We market to and serve our customers through direct mail, industry-specialized telephone support staff, field sales representatives, and the Internet. Our direct marketing and distribution business has been in operation for over 50 years.

Common Stock Being Offered

This Prospectus relates to the reoffer by the Selling Stockholders of up to 505,000 shares of Common Stock, which they may acquire upon the exercise of options held by and issued under the Program. The Selling Stockholders, as officers or directors, may be deemed to be our affiliates (as defined in Rule 405 under the Securities Act).

Common Stock Outstanding after the Offering

As of December 28, 2002, we had (exclusive of 56,030 treasury shares) 3,189,784 shares of Common Stock outstanding. At that date, options for an aggregate of approximately 145,000 shares of our Common Stock were outstanding under the Program, including options held by Selling Stockholders for 58,500 shares, of which options for 17,125 shares are or become exercisable within 60 days of the date of this Prospectus.

Use of Proceeds

We will not receive any proceeds from the sale of the Shares offered by the Selling Stockholders. However, we will receive the exercise price paid by Selling Stockholders upon the exercise of options. Assuming that only options exercisable or which are subject to becoming exercisable within 60 days of the date of this Prospectus are exercised, we will receive approximately $360,000 on such option exercises. If all of the options presently held by the Selling Stockholders are exercised, we will receive approximately $1,085,000. See “Use of Proceeds.” We anticipate using any such proceeds for general corporate purposes, including working capital.

American Stock Exchange Market Symbol

Our trading symbol on The American Stock Exchange is MMD.

Risk Factors

See “ Risk Factors” beginning on page 4 for discussion of risk factors that should be considered by prospective investors.

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The Food, Drug, and Cosmetic Act, which regulates the introduction, manufacture, advertising, labeling, packaging, storage, handling, marketing and distribution of, and record keeping for, pharmaceuticals and medical devices shipped in interstate commerce.

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The Prescription Drug Marketing Act of 1987, which requires a distributor who sells pharmaceuticals for resale (as we do) to register with a federal agency and to acquire a license in each state in which it conducts business, in accordance with federally established guidelines on storage, handling and record maintenance.

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A federal “anti-kickback” statute prohibiting remuneration to induce the purchase of items reimbursable under federally funded healthcare programs such as Medicare and Medicaid.

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The Controlled Substances Act, which requires us, as a distributor of some controlled substances, to register with a governmental agency and subjects us to inspection by the Federal Drug Enforcement Agency.

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reductions in governmental support of healthcare products and services,

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changes in legislation and regulations governing the delivery or pricing of healthcare products and services, and

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increased use of managed care.

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our reported or anticipated quarterly revenues or operating results, and

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conditions or trends in the Internet or e-commerce industry.

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attracting new customers and transferring existing customers to our web sites, and

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enhancing our e-commerce capabilities.

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the degree of customer acceptance of our web sites,

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the fluctuating amounts and irregular timing of some of our operating costs related to the timing of publication of our direct mail catalogs and other unevenly timed expenses (for example, for developing specialty practice catalogs, recruitment fees, sponsoring online banners, and prospecting online and offline for new customers through mailing lists),

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capital expenses for implementing our multi-channel transformation strategy,

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technical difficulties or disruptions affecting our web sites,

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the performance by third parties in connection with the operation of our web sites,

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the amount and timing of our investments in, or acquisitions of, web sites serving specialty professional practice communities,

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our competitors’ introduction of new web sites,

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price competition, and

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governmental regulations related to use of the Internet for commerce or to the sale or distribution of medical and surgical supplies or pharmaceuticals.

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The inability to generate adequate revenues and income from our transformation into a multi-channel, e-commence enabled marketer and distributor.

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Changes in demand for our products.

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Pressures on revenues resulting from, for example, customer consolidations or changes in customer buying patterns.

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Changes in the availability or salability of products manufactured by our suppliers.

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Unforeseen web site hosting or other service disruptions, or online credit card fraud or security breaches in our web sites.

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Failure to keep up with rapidly changing technologies or Internet developments.

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Loss of the single facility that houses our internal systems.

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Disruptions in, or cost increases for; services or systems upon which we are dependent, such as the trucking companies that deliver products from our suppliers, common carriers (such as United Parcel Service and Federal Express) that deliver products to our customers, telecommunication services, computer systems services and printing services.

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Intense competition in health care product distribution from distributor consolidations, new online entrants and pricing pressures from larger distributors able to benefit from economies of scale or other operating efficiencies.

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Changes in, or compliance with, laws regulating the distribution of drugs and medical devices.

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Changes in governmental support or insurance coverage of health care products or services, including potential governmental reductions in health care funding affecting our customers’ services or revenues.

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New governmental regulation of the Internet.

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New sales tax collection obligations.

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The effect of general economic conditions, inflation and interest rates.

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Changes in currency exchange rates and political and economic conditions nationwide.

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(1)

In reliance upon Item 2(b) of General Instruction C to Form S-8 under the Securities Act, the officers 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)

Reflects “beneficial ownership” as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and includes shares subject to options that are exercisable within 60 days.

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(3)

Includes shares issuable upon exercise of options currently granted to the Selling Stockholder, whether or not such options are exercisable within 60 days.

(4)

Assumes the exercise of all presently exercisable options by the Selling Stockholders and the sale of all shares offered by the Selling Stockholders under this Prospectus.

(5)

Includes 1,625 shares issuable under options exercisable within 60 days.

(6)

Includes 12,500 shares issuable under options exercisable within 60 days of which 10,000 shares were not issued under the program.

(7)

Includes 10,000 shares issuable under options that were not issued under the program and are exercisable within 60 days.

(8)

Includes 10,000 shares issuable under options exercisable within 60 days.

(9)

Includes 3,000 shares issuable under options exercisable within 60 days.

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our Annual Report on Form 10-K (including the portions of our Proxy Statement incorporated by reference therein) for our fiscal year ended December 29, 2001;

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our Quarterly Reports on Form 10-Q for our fiscal quarters ended March 30, 2002, June 29, 2002 and September 28, 2002;

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our Current Reports on Form 8-K dated July 12, 2002 and November 18, 2002;

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our Registration Statement on Form 8-A filed (under the name Optel Corporation, our former corporate name) on May 17, 1985, and our Registration Statement on Form 8-A filed on December 30, 1998; and

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all documents filed by us with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the filing of a post-effective amendment indicating that all securities offered hereby have been sold or which deregisters all securities then remaining unsold.

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our Annual Report on Form 10-K (including the portions of our Proxy Statement incorporated by reference therein) for our fiscal year ended December 29, 2001;

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our Quarterly Reports on Form 10-Q for our fiscal quarters ended March 30, 2002, June 29, 2002 and September 28, 2002;

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our Current Reports on Form 8-K dated July 12, 2002 and November 18, 2002;

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our Registration Statement on Form 8-A filed (under the name Optel Corporation, our former corporate name) on May 17, 1985, and our Registration Statement on Form 8-A filed on December 30, 1998; and

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all documents filed by us with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the filing of a post-effective amendment indicating that all securities offered hereby have been sold or which deregisters all securities then remaining unsold.

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(a)

The undersigned Registrant hereby undertakes:

(1)

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

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

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To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar volume of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(ii)

To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in the periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2)

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

(3)

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

(b)

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

(c)

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

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