<PAGE>
 
================================================================================

As filed with the Securities and Exchange Commission on July 16, 1998
                                                           Registration No. 333-


                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549
                             ---------------------

                                   FORM S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933
                             ---------------------

                       CONSOLIDATION CAPITAL CORPORATION
            (Exact name of registrant as specified in its charter)


               Delaware                              52-2054952
    (State or other jurisdiction of       (I.R.S. Employer Identification No.)
     incorporation or organization)


  800 Connecticut, Avenue, N.W., Suite 1111             20006
              Washington, DC                         (Zip Code)
  (Address of principal executive offices)


                               OPTION AGREEMENTS
                           (Full title of the plans)

                              JONATHAN J. LEDECKY
                     CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                       CONSOLIDATION CAPITAL CORPORATION
                   800 CONNECTICUT AVENUE, N.W., SUITE 1111
                            WASHINGTON, D.C.  20006
                    (Name and address of agent for service)

                                 202-261-6000
         (Telephone number, including area code, of agent for service)
                            -----------------------
                        Copy of all communications to:


 
         F. TRAYNOR BECK, ESQ.                        LINDA L. GRIGGS, ESQ.  
       EXECUTIVE VICE PRESIDENT,                   MORGAN, LEWIS & BOCKIUS LLP  
     GENERAL COUNSEL AND SECRETARY                     1800 M STREET, N,W.      
   CONSOLIDATION CAPITAL CORPORATION                  WASHINGTON, D.C. 20036    
800 CONNECTICUT AVENUE, N.W., SUITE 1111                  201-467-7000       
        WASHINGTON, D.C.  20006                
              202-261-6000

                                        
                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
 
===================================================================================================================== 
                                                               PROPOSED MAXIMUM    PROPOSED MAXIMUM      AMOUNT OF
           TITLE OF SECURITIES               AMOUNT TO BE     OFFERING PRICE PER       AGGREGATE       REGISTRATION
            TO BE REGISTERED                REGISTERED (1)           SHARE          OFFERING PRICE          FEE
===================================================================================================================== 
<S>                                        <C>                <C>                  <C>                <C>
Common Stock, par value $.001 per share.......      403,389                $4.84          $1,952,403        $591.64
-------------------------------------------------------------------------------------------------------------------- 
Common Stock, par value, $.001 per share......      596,611              $23.625(2)      $14,094,934      $4,271.19
=====================================================================================================================
</TABLE>

(1)  Pursuant to Rule 416(a), the number of shares being registered shall be
     adjusted to include any additional shares which may become issuable as a
     result of stock splits, stock dividends, or similar transactions in
     accordance with anti-dilution provisions of the option agreements.
(2)  Calculated pursuant to Rule 457(c) and (h), based upon the average of the
     reported high and low sales prices for the Common Stock as reported on the
     Nasdaq National Market for July 9, 1998.
<PAGE>
 
                                EXPLANATORY NOTE


     This registration statement on Form S-8 relates to 1,000,000 shares of
Common Stock which may be offered and sold in connection with the exchange or
assumption of options held by employees of companies that Consolidation Capital
Corporation has acquired or may in the future acquire. 


                                      I-1
<PAGE>
 
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS



ITEM 1.  PLAN INFORMATION.*



ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*


*    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from this Registration Statement in accordance with
     Rule 428 under the Securities Act of 1933, as amended, and the introductory
     Note to Part I of Form S-8.

                                      I-2
<PAGE>
 
                                    PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
         --------------------------------------- 

     The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act") are incorporated by reference in this
Registration Statement:

  (a) The Company's Quarterly Report on Form 10-Q for the quarter ended March
      31, 1998;

  (b) The Company's Current Reports on Form 8-K dated May 22, 1998, March 11,
      1998 (as amended), February 4, 1998, and January 9, 1998;

  (c) The Company's Annual Report on Form 10-K for the year ended December 31,
      1997;

  (d) The Company's preliminary proxy statement filed on June 8, 1998; and

  (e) The description of the Company's Common Stock under the caption
      "Description of Registrant's Securities to be Registered" in the Company`s
      Form 8-A dated November 25, 1997.

     All reports and other documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date of this Registration Statement, and prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part hereof
from the date of filing of such documents.  Each document incorporated by
reference into this Registration Statement shall be deemed to be a part of this
Registration Statement from the date of the filing of such document with the
Commission until the information contained therein is superseded or updated by
any subsequently filed document which is incorporated by reference into this
Registration Statement.

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


ITEM 4.   DESCRIPTION OF SECURITIES.
          ------------------------- 

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
          -------------------------------------- 

     Not applicable.


                                     II-1
<PAGE>
 
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         ----------------------------------------- 

     Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of directors
to the corporation or its stockholders for monetary damages for breaches of
fiduciary duty, except for liability (a) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (b) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the DGCL, or (d) for any transaction from which
the director derived an improper personal benefit. Article 10 of the Company's
Restated Certificate of Incorporation provides that the personal liability of
directors of the Company is eliminated to the extent permitted by Section
102(b)(7) of the DGCL.

     Section 145 of the DGCL (i) requires a corporation to indemnify for
expenses, including attorney's fees, incurred by a director or officers who has
been successful in defending any claim or proceeding in which the director or
officer is involved because of his or her position with the corporation, (ii)
permits indemnification (a) for judgments, fines, expenses and amounts paid in
settlement in the case of a claim by a party other than the corporation or in
the right of the corporation, even where a director or officer has not been
successful, in cases where the director or officer acted in good faith and in a
manner that he or she reasonably believed was in or not opposed to the best
interests of the corporation provided, in the case of a criminal proceeding,
that the director or officer had no reason to believe his or her conduct was
unlawful or (b) for expenses in the case of a claim or proceeding by or in the
right of the corporation, including a derivative suit (but not judgments, fines
or amounts in settlement), if the director or officer acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation and has not been adjudged liable to the corporation
unless a court determines that, despite such adjudication but in view of all of
the circumstances, he or she is entitled to indemnification, and (iii) permits
the advancement of expenses to directors and officers who are defending an
action, lawsuit or proceeding upon receipt of an undertaking for the repayment
of such advance if it is ultimately determined that the director or officer has
not met the applicable standard of conduct and is, therefore, not entitled to be
indemnified. Section 145 also provides that the permissive indemnification
described above is to be made upon a determination that the director or officer
has met the required standard of conduct by (a) a majority of disinterested
directors, (b) a committee of disinterested directors designated by a majority
of such directors, (c) independent legal counsel or (d) the stockholders.

     The Company has entered into Indemnity Agreements because the Board
believes that the Company's directors' and officers' insurance does not fully
protect the directors and executive officers and that the absence of Indemnity
Agreements may threaten the quality and stability of the governance of the
Company by reducing the Company's ability to attract and retain qualified
persons to serve as directors and executive officers of the Company, and by
deterring such persons in the making of entrepreneurial decisions for fear of
later legal challenge. In addition, the Board of Directors believes that the
Indemnity Agreements complement the indemnification rights and liability
protections currently provided directors and executive officers of the Company
under the Amended and Restated Bylaws. These rights and protections were
designed to enhance the Company's ability to attract and retain highly qualified
individuals to serve as directors and executive officers in view of the high
incidence of litigation, often involving large amounts, against publicly-held
companies and the need to provide such persons with reliable knowledge of the
legal risks to which they are exposed. The Indemnity Agreements complement these
rights and protections by providing directors and executive officers with
contractual rights to indemnification, regardless of any amendment to or repeal
of the indemnification provisions in the Bylaws. The Company's Amended and
Restated Bylaws provide that the Company shall indemnify to the fullest extent
authorized or permitted by law directors and officers of the Company who have
been made or threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that he or she is or
was a director or officer of the Company.

     The Indemnity Agreements are predicated upon Section 145(f) which
recognizes the validity of additional indemnity rights granted by contractual
agreement. The Indemnity Agreements alter or clarify statutory indemnity
provisions, in a manner consistent with the Company's Amended and Restated
Bylaws, in the following respects; (i) indemnification is mandatory, rather than
optional, to the full extent permitted by law, including partial indemnification


                                     II-2
<PAGE>
 
under appropriate circumstances, except that the Company is not obligated to
indemnify an indemnitee with respect to a proceeding initiated by the indemnitee
(unless the Board should conclude otherwise), payments made by an indemnitee in
a settlement effected without the Company's written consent, payments that are
found to violate the law, conduct found to constitute bad faith or active and
deliberate dishonesty or short-swing profit liability under Section 16(b) of the
Exchange Act or to the extent that indemnification has been determined to be
unlawful in an arbitration proceeding conducted pursuant to the provisions of
the Indemnity Agreement; (ii) prompt payment of litigation expenses in advance
is mandatory, rather than optional, provided the indemnitee undertakes to repay
such amounts if it is ultimately determined that the indemnitee is not entitled
to be indemnified and provided the indemnitee did not initiate the proceeding;
(iii) any dispute arising under the Indemnity Agreement is to be resolved
through an arbitration proceeding, which will be paid for by the Company unless
the arbitrator finds that the indemnitee's claims or defenses were frivolous or
in bad faith, unless such arbitration is inconsistent with an undertaking given
by the Company, such as to the Securities and Exchange Commission, that the
Company will submit to a court the question of indemnification for liabilities
under the Securities Act of 1933, as amended, and be governed by the final
adjudication of such issue; and (iv) mandatory indemnification shall be paid
within 45 days of the Company's receipt of a request for indemnification unless
a determination is made that the indemnitee has not met the relevant standards
for indemnification by the Board of Directors, or if a quorum of the directors
is not obtainable, at the election of the Company, either by independent legal
counsel or a panel of arbitrators.

     The Company maintains a directors' and officers' liability insurance policy
covering certain liabilities which may be incurred by directors and officers in
connection with the performance of their duties. The entire premium for such
insurance is paid by the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         ----------------------------------- 

     Not applicable.

ITEM 8.  EXHIBITS.
         -------- 

     The following exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:

Exhibit
Number  Exhibit
------  -------

4.1       Restated Certificate of Incorporation of Consolidation Capital
          Corporation (Exhibit 3.01 to the Company's Registration Statement on
          Form S-1, as amended (File No. 333-36193) is hereby incorporated by
          reference)

4.2       Amended and Restated Bylaws of Consolidation Capital Corporation
          (Exhibit 3.02 to the Company's Registration Statement on Form S-1, as
          amended (File No. 333-36193) is hereby incorporated by reference)

5         Opinion of Morgan, Lewis & Bockius LLP as to the legality of the
          shares being registered

23.1      Consent of PricewaterhouseCoopers LLP

23.2      Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5)

24        Power of Attorney (included on signature page)



                                     II-3
<PAGE>
 
ITEM 9.  UNDERTAKINGS.
         ------------ 

     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 of 1933.

            (ii)  To reflect in the prospectus any facts or events arising after
     the effective date of this Registration Statement (or the most recent post-
     effective amendment to the Registration Statement) which, individually or
     in the aggregate, represent a fundamental change in the information set
     forth in the Registration Statement;

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

     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 periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 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 herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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
persons 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 Act and
will be governed by the final adjudication of such issue.



                                     II-4
<PAGE>
 
                                  SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement on to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Washington, District of
Columbia, on July 10, 1998.

                                CONSOLIDATION CAPITAL CORPORATION


                                By:  /s/ Jonathan J. Ledecky
                                    -------------------------------------------
                                   Jonathan J. Ledecky
                                   Chairman and Chief Executive Officer

     Each person whose signature appears below hereby appoints Jonathan J.
Ledecky and F. Traynor Beck, and both of them, either of whom may act without
the joinder of the other, as his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and any
registration  statements for the same offering filed pursuant to Rule 462 under
the Securities Act of 1933, and to file the same, with all exhibits thereto and
all other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents full power and authority to perform each and
every act and thing appropriate or necessary to be done, as full and for all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

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


<TABLE>
<CAPTION>
 
             SIGNATURE                               TITLE                         DATE
             ---------                               -----                         ----
<S>                                       <C>                                 <C> 
/s/   Jonathan J. Ledecky
------------------------------------    Chairman and Chief Executive           July 10, 1998
Jonathan J. Ledecky                     Officer (Principal Executive
                                        Officer)
 
/s/   Timothy C. Clayton
------------------------------------    Executive Vice President, Chief        July 10, 1998
Timothy C. Clayton                      Financial Officer and Treasurer
                                        (Principal Financial and 
                                        Accounting Officer

/s/   David Ledecky
------------------------------------    Executive Vice President, Chief        July 10, 1998
David Ledecky                           Administrative Officer and Director

/s/   Vincent W. Eades                  
------------------------------------    Director                               July 10, 1998
 Vincent W. Eades                       

/s/   W. Russell Ramsey
------------------------------------    Director                               July 10, 1998
W. Russell Ramsey                                   
 
/s/   M. Jude Reyes
------------------------------------    Director                               July 10, 1998
M. Jude Reyes                                       
 
/s/   William P. Love, Jr.                                                                   
------------------------------------    Director                               July 13, 1998 
William P. Love, Jr.

/s/   Thomas D. Heule
------------------------------------    Director                               July 9, 1998 
Thomas D. Heule
</TABLE>

                                     II-5
<PAGE>
 
                                 EXHIBIT INDEX

Exhibit   Description
-------   -----------

  4.1     Restated Certificate of Incorporation of Consolidation Capital 
          Corporation (Exhibit 3.01 to the Company's Registration Statement on
          Form S-1, as amended (File No. 333-36193) is hereby incorporated by 
          reference).

  4.2     Amended and Restated Bylaws of Consolidation Capital Corporation
          (Exhibit 3.02 to the Company's Registration Statement on Form S-1, as
          amended (File No. 333-36193) is hereby incorporated by reference).

  5       Opinion of Morgan, Lewis & Bockius LLP as to the legality of the 
          shares being registered.

 23.1     Consent of PricewaterhouseCoopers LLP.

 24       Power of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24527}]
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================================================================================

As filed with the Securities and Exchange Commission on July 16, 1998
                                                           Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549
                             ---------------------

                                   FORM S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933
                             ---------------------

                       CONSOLIDATION CAPITAL CORPORATION
            (Exact name of registrant as specified in its charter)

               Delaware                              52-2054952
    (State or other jurisdiction of       (I.R.S. Employer Identification No.)
     incorporation or organization)

  800 Connecticut, Avenue, N.W., Suite 1111             20006
              Washington, DC                         (Zip Code)
  (Address of principal executive offices)

                               OPTION AGREEMENTS
                           (Full title of the plans)

                              JONATHAN J. LEDECKY
                     CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                       CONSOLIDATION CAPITAL CORPORATION
                   800 CONNECTICUT AVENUE, N.W., SUITE 1111
                            WASHINGTON, D.C.  20006
                    (Name and address of agent for service)

                                 202-261-6000
         (Telephone number, including area code, of agent for service)
                            -----------------------
                        Copy of all communications to:

 
         F. TRAYNOR BECK, ESQ.                        LINDA L. GRIGGS, ESQ.  
       EXECUTIVE VICE PRESIDENT,                   MORGAN, LEWIS & BOCKIUS LLP  
     GENERAL COUNSEL AND SECRETARY                     1800 M STREET, N,W.      
   CONSOLIDATION CAPITAL CORPORATION                  WASHINGTON, D.C. 20036    
800 CONNECTICUT AVENUE, N.W., SUITE 1111                  201-467-7000       
        WASHINGTON, D.C.  20006                
              202-261-6000

                                        
                        CALCULATION OF REGISTRATION FEE
===================================================================================================================== 
                                                               PROPOSED MAXIMUM    PROPOSED MAXIMUM      AMOUNT OF
           TITLE OF SECURITIES               AMOUNT TO BE     OFFERING PRICE PER       AGGREGATE       REGISTRATION
            TO BE REGISTERED                REGISTERED (1)           SHARE          OFFERING PRICE          FEE
=====================================================================================================================
Common Stock, par value $.001 per share.......      403,389                $4.84          $1,952,403        $591.64
-------------------------------------------------------------------------------------------------------------------- 
Common Stock, par value, $.001 per share......      596,611              $23.625(2)      $14,094,934      $4,271.19
=====================================================================================================================
(1)  Pursuant to Rule 416(a), the number of shares being registered shall be
     adjusted to include any additional shares which may become issuable as a
     result of stock splits, stock dividends, or similar transactions in
     accordance with anti-dilution provisions of the option agreements.
(2)  Calculated pursuant to Rule 457(c) and (h), based upon the average of the
     reported high and low sales prices for the Common Stock as reported on the
     Nasdaq National Market for July 9, 1998.
EXPLANATORY NOTE

     This registration statement on Form S-8 relates to 1,000,000 shares of
Common Stock which may be offered and sold in connection with the exchange or
assumption of options held by employees of companies that Consolidation Capital
Corporation has acquired or may in the future acquire. 

                                      I-1
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*    Information required by Part I to be contained in the Section 10(a)
     prospectus is omitted from this Registration Statement in accordance with
     Rule 428 under the Securities Act of 1933, as amended, and the introductory
     Note to Part I of Form S-8.

                                      I-2
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
         --------------------------------------- 

     The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act") are incorporated by reference in this
Registration Statement:

  (a) The Company's Quarterly Report on Form 10-Q for the quarter ended March
      31, 1998;

  (b) The Company's Current Reports on Form 8-K dated May 22, 1998, March 11,
      1998 (as amended), February 4, 1998, and January 9, 1998;

  (c) The Company's Annual Report on Form 10-K for the year ended December 31,
      1997;

  (d) The Company's preliminary proxy statement filed on June 8, 1998; and

  (e) The description of the Company's Common Stock under the caption
      "Description of Registrant's Securities to be Registered" in the Company`s
      Form 8-A dated November 25, 1997.

     All reports and other documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date of this Registration Statement, and prior to the filing of a
post-effective amendment to this Registration Statement that indicates that all
securities offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part hereof
from the date of filing of such documents.  Each document incorporated by
reference into this Registration Statement shall be deemed to be a part of this
Registration Statement from the date of the filing of such document with the
Commission until the information contained therein is superseded or updated by
any subsequently filed document which is incorporated by reference into this
Registration Statement.

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

ITEM 4.   DESCRIPTION OF SECURITIES.
          ------------------------- 

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
          -------------------------------------- 

     Not applicable.

                                     II-1
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
         ----------------------------------------- 

     Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of directors
to the corporation or its stockholders for monetary damages for breaches of
fiduciary duty, except for liability (a) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (b) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the DGCL, or (d) for any transaction from which
the director derived an improper personal benefit. Article 10 of the Company's
Restated Certificate of Incorporation provides that the personal liability of
directors of the Company is eliminated to the extent permitted by Section
102(b)(7) of the DGCL.

     Section 145 of the DGCL (i) requires a corporation to indemnify for
expenses, including attorney's fees, incurred by a director or officers who has
been successful in defending any claim or proceeding in which the director or
officer is involved because of his or her position with the corporation, (ii)
permits indemnification (a) for judgments, fines, expenses and amounts paid in
settlement in the case of a claim by a party other than the corporation or in
the right of the corporation, even where a director or officer has not been
successful, in cases where the director or officer acted in good faith and in a
manner that he or she reasonably believed was in or not opposed to the best
interests of the corporation provided, in the case of a criminal proceeding,
that the director or officer had no reason to believe his or her conduct was
unlawful or (b) for expenses in the case of a claim or proceeding by or in the
right of the corporation, including a derivative suit (but not judgments, fines
or amounts in settlement), if the director or officer acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation and has not been adjudged liable to the corporation
unless a court determines that, despite such adjudication but in view of all of
the circumstances, he or she is entitled to indemnification, and (iii) permits
the advancement of expenses to directors and officers who are defending an
action, lawsuit or proceeding upon receipt of an undertaking for the repayment
of such advance if it is ultimately determined that the director or officer has
not met the applicable standard of conduct and is, therefore, not entitled to be
indemnified. Section 145 also provides that the permissive indemnification
described above is to be made upon a determination that the director or officer
has met the required standard of conduct by (a) a majority of disinterested
directors, (b) a committee of disinterested directors designated by a majority
of such directors, (c) independent legal counsel or (d) the stockholders.

     The Company has entered into Indemnity Agreements because the Board
believes that the Company's directors' and officers' insurance does not fully
protect the directors and executive officers and that the absence of Indemnity
Agreements may threaten the quality and stability of the governance of the
Company by reducing the Company's ability to attract and retain qualified
persons to serve as directors and executive officers of the Company, and by
deterring such persons in the making of entrepreneurial decisions for fear of
later legal challenge. In addition, the Board of Directors believes that the
Indemnity Agreements complement the indemnification rights and liability
protections currently provided directors and executive officers of the Company
under the Amended and Restated Bylaws. These rights and protections were
designed to enhance the Company's ability to attract and retain highly qualified
individuals to serve as directors and executive officers in view of the high
incidence of litigation, often involving large amounts, against publicly-held
companies and the need to provide such persons with reliable knowledge of the
legal risks to which they are exposed. The Indemnity Agreements complement these
rights and protections by providing directors and executive officers with
contractual rights to indemnification, regardless of any amendment to or repeal
of the indemnification provisions in the Bylaws. The Company's Amended and
Restated Bylaws provide that the Company shall indemnify to the fullest extent
authorized or permitted by law directors and officers of the Company who have
been made or threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that he or she is or
was a director or officer of the Company.

     The Indemnity Agreements are predicated upon Section 145(f) which
recognizes the validity of additional indemnity rights granted by contractual
agreement. The Indemnity Agreements alter or clarify statutory indemnity
provisions, in a manner consistent with the Company's Amended and Restated
Bylaws, in the following respects; (i) indemnification is mandatory, rather than
optional, to the full extent permitted by law, including partial indemnification

                                     II-2
under appropriate circumstances, except that the Company is not obligated to
indemnify an indemnitee with respect to a proceeding initiated by the indemnitee
(unless the Board should conclude otherwise), payments made by an indemnitee in
a settlement effected without the Company's written consent, payments that are
found to violate the law, conduct found to constitute bad faith or active and
deliberate dishonesty or short-swing profit liability under Section 16(b) of the
Exchange Act or to the extent that indemnification has been determined to be
unlawful in an arbitration proceeding conducted pursuant to the provisions of
the Indemnity Agreement; (ii) prompt payment of litigation expenses in advance
is mandatory, rather than optional, provided the indemnitee undertakes to repay
such amounts if it is ultimately determined that the indemnitee is not entitled
to be indemnified and provided the indemnitee did not initiate the proceeding;
(iii) any dispute arising under the Indemnity Agreement is to be resolved
through an arbitration proceeding, which will be paid for by the Company unless
the arbitrator finds that the indemnitee's claims or defenses were frivolous or
in bad faith, unless such arbitration is inconsistent with an undertaking given
by the Company, such as to the Securities and Exchange Commission, that the
Company will submit to a court the question of indemnification for liabilities
under the Securities Act of 1933, as amended, and be governed by the final
adjudication of such issue; and (iv) mandatory indemnification shall be paid
within 45 days of the Company's receipt of a request for indemnification unless
a determination is made that the indemnitee has not met the relevant standards
for indemnification by the Board of Directors, or if a quorum of the directors
is not obtainable, at the election of the Company, either by independent legal
counsel or a panel of arbitrators.

     The Company maintains a directors' and officers' liability insurance policy
covering certain liabilities which may be incurred by directors and officers in
connection with the performance of their duties. The entire premium for such
insurance is paid by the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         ----------------------------------- 

     Not applicable.

ITEM 8.  EXHIBITS.
         -------- 

     The following exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:

Exhibit
Number  Exhibit
------  -------

4.1       Restated Certificate of Incorporation of Consolidation Capital
          Corporation (Exhibit 3.01 to the Company's Registration Statement on
          Form S-1, as amended (File No. 333-36193) is hereby incorporated by
          reference)

4.2       Amended and Restated Bylaws of Consolidation Capital Corporation
          (Exhibit 3.02 to the Company's Registration Statement on Form S-1, as
          amended (File No. 333-36193) is hereby incorporated by reference)

5         Opinion of Morgan, Lewis & Bockius LLP as to the legality of the
          shares being registered

23.1      Consent of PricewaterhouseCoopers LLP

23.2      Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5)

24        Power of Attorney (included on signature page)

                                     II-3
ITEM 9.  UNDERTAKINGS.
         ------------ 

     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 of 1933.

            (ii)  To reflect in the prospectus any facts or events arising after
     the effective date of this Registration Statement (or the most recent post-
     effective amendment to the Registration Statement) which, individually or
     in the aggregate, represent a fundamental change in the information set
     forth in the Registration Statement;

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

     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 periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 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 herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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
persons 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 Act and
will be governed by the final adjudication of such issue.

                                     II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement on to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Washington, District of
Columbia, on July 10, 1998.

                                CONSOLIDATION CAPITAL CORPORATION

                                By:  /s/ Jonathan J. Ledecky
                                    -------------------------------------------
                                   Jonathan J. Ledecky
                                   Chairman and Chief Executive Officer

     Each person whose signature appears below hereby appoints Jonathan J.
Ledecky and F. Traynor Beck, and both of them, either of whom may act without
the joinder of the other, as his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and any
registration  statements for the same offering filed pursuant to Rule 462 under
the Securities Act of 1933, and to file the same, with all exhibits thereto and
all other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents full power and authority to perform each and
every act and thing appropriate or necessary to be done, as full and for all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                               TITLE                         DATE
             ---------                               -----                         ----
/s/   Jonathan J. Ledecky
------------------------------------    Chairman and Chief Executive           July 10, 1998
Jonathan J. Ledecky                     Officer (Principal Executive
                                        Officer)
 
/s/   Timothy C. Clayton
------------------------------------    Executive Vice President, Chief        July 10, 1998
Timothy C. Clayton                      Financial Officer and Treasurer
                                        (Principal Financial and 
                                        Accounting Officer

/s/   David Ledecky
------------------------------------    Executive Vice President, Chief        July 10, 1998
David Ledecky                           Administrative Officer and Director

/s/   Vincent W. Eades                  
------------------------------------    Director                               July 10, 1998
 Vincent W. Eades                       

/s/   W. Russell Ramsey
------------------------------------    Director                               July 10, 1998
W. Russell Ramsey                                   
 
/s/   M. Jude Reyes
------------------------------------    Director                               July 10, 1998
M. Jude Reyes                                       
 
/s/   William P. Love, Jr.                                                                   
------------------------------------    Director                               July 13, 1998 
William P. Love, Jr.

/s/   Thomas D. Heule
------------------------------------    Director                               July 9, 1998 
Thomas D. Heule
II-5
EXHIBIT INDEX

Exhibit   Description
-------   -----------

  4.1     Restated Certificate of Incorporation of Consolidation Capital 
          Corporation (Exhibit 3.01 to the Company's Registration Statement on
          Form S-1, as amended (File No. 333-36193) is hereby incorporated by 
          reference).

  4.2     Amended and Restated Bylaws of Consolidation Capital Corporation
          (Exhibit 3.02 to the Company's Registration Statement on Form S-1, as
          amended (File No. 333-36193) is hereby incorporated by reference).

  5       Opinion of Morgan, Lewis & Bockius LLP as to the legality of the 
          shares being registered.

 23.1     Consent of PricewaterhouseCoopers LLP.

 24       Power of Attorney (included on signature page).