As filed with the Securities and Exchange Commission on October 29, 2004
                              Registration No. 333-

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

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                EMCOR Group, Inc.
             (Exact name of registrant as specified in its charter)

          Delaware                                       11-2125338
(State or other jurisdiction of                         (IRS Employer
 incorporation or organization)                      Identification No.)

                           ---------------------------
                        301 Merritt Seven Corporate Park
                             Norwalk, CT 06851-1060
                                 (203) 849-7800
                    (Address of Principal Executive Offices)


               Stock Option Agreement Dated as of October 25, 2004

          Restricted Share Unit Agreement Dated as of October 25, 2004
                           (Full titles of the plans)

                                Frank T. MacInnis
                 Chairman of the Board, Chief Executive Officer
                                EMCOR Group, Inc.
                        301 Merritt Seven Corporate Park
                             Norwalk, CT 06851-1060
                                 (203) 849-7800

  (Name, address, telephone number, including area code, of agent for service)

                                 with a copy to:
                            Sheldon I. Cammaker, Esq.
             Executive Vice President, General Counsel and Secretary
                                EMCOR Group, Inc.
                        301 Merritt Seven Corporate Park
                             Norwalk, CT 06851-1060
                                 (203) 849-7800

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
  Title of Each Class of           Amount to be           Proposed Maximum Offering         Proposed Maximum            Amount of
Securities to be Registered      Registered(1)(2)            Price Per Share(1)       Aggregate Offering Price(1)   Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                          <C>                          <C>                      <C>
Common Stock, par value $0.01       55,000 shares                $40.49                      $2,226,950                  $283
per share..................
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Includes 30,000 shares  issuable  pursuant to the exercise of stock options
     and 25,000 shares issuable in respect of a grant of restricted  share units
     pursuant to Rule 457(h) of the Securities  Act, the offering price for such
     shares is estimated  solely for the purpose of computing  the  registration
     fee and is based on the  closing  price of our common  stock on October 27,
     2004,  $40.49,  as reported  on the New York Stock  Exchange (a date within
     five business days of the filing of this Registration Statement).

(2)  Pursuant to Rule 416 under the Securities Act, this Registration  Statement
     also covers an  additional  indeterminate  number of shares that may become
     issuable pursuant to the  anti-dilution  provisions of the October 25, 2004
     Stock  Option  Agreement  and the October 25,  2004  Restricted  Share Unit
     Agreement.


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents  containing the  information  specified in Part I of Form S-8
are not required to be filed with the  Securities and Exchange  Commission  (the
"SEC")  either as part of this  Registration  Statement  or as  prospectuses  or
prospectus  supplements  pursuant to the Note to Part I of Form S-8 and Rule 424
under the  Securities  Act of 1933,  as  amended  (the  "Securities  Act").  The
information  regarding  each Plan  required in the Section  10(a)  prospectus is
included in documents  being  maintained  and delivered by EMCOR Group,  Inc. as
required by Part I of Form S-8 and by Rule 428 under the Securities Act.
<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following  documents which have been and will in the future be filed by
us with the SEC are incorporated in this Registration Statement by reference:

     1.   Our Annual Report on Form 10-K for the fiscal year ended  December 31,
          2003, which contains our audited  financial  statements for the fiscal
          year ended December 31, 2003.

     2.   All other  reports  filed by the Company  pursuant to Section 13(a) or
          15(d)  of  the  Securities  Exchange  Act of  1934,  as  amended  (the
          "Exchange Act") since December 31, 2003.

     3.   The  description  of our common shares  contained in our  Registration
          Statement on Form  10-12G/A  under the Exchange Act, as filed with the
          SEC on August 11, 1995 (File No.  0-2315),  including any amendment or
          report filed for the purpose of amending such description.

     In  addition,  all reports  and  documents  subsequently  filed by us under
Section  13(a),  13(c),  14 or 15(d) of the Exchange Act, after the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which  indicates  that all  securities  being  offered  have  been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in and to be part of this Registration  Statement from
the filing date of each such document.

     Any statement  contained in a document  incorporated by reference or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained herein or in any subsequently  filed document which also is
deemed to be  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 of this  Registration
Statement.

Item 4.  Description of Securities

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel

     Sheldon I. Cammaker,  our Executive  Vice  President,  General  Counsel and
Secretary, has provided an opinion to us as to the validity of the shares of our
common stock being  registered by this  Registration  Statement on Form S-8. Mr.
Cammaker  (a) is entitled to shares of our common  stock to be issued  under our
EMCOR Group,  Inc.  Executive  Stock Bonus Plan, as amended (b) has been granted
options to purchase  shares of our common  stock that may be issued  pursuant to
option agreements, (c) has been granted options to purchase shares of our common
stock under our 1994 Management Stock Option Plan.

Item 6.  Indemnification of Directors and Officers

     Our Restated Certificate of Incorporation  provides,  as do the charters of
many other publicly held companies, that the personal liability of our directors
to us is  eliminated  to the maximum  extent  permitted by the Delaware  General
Corporation Law. Our Restated  Certificate of Incorporation  and By-Laws provide
for the  indemnification  of our, and our  subsidiaries',  directors,  officers,
employees,  and  agents  to the  fullest  extent  that may be  permitted  by the
Delaware General  Corporation Law from time to time, and the By-Laws provide for
various  procedures  relating  thereto.   Certain  provisions  of  our  Restated
Certificate of Incorporation  protect our directors  against personal  liability
for  monetary  damages  resulting  from  breaches of their  fiduciary  duty as a
director, except as set forth below. Under the Delaware General Corporation Law,
absent these provisions,  directors could be held liable for gross negligence in
the  performance  of their  duty of care,  but not for  simple  negligence.  Our
Restated  Certificate  of  Incorporation  absolves  directors of  liability  for
negligence in the  performance  of their  duties,  including  gross  negligence.
However, our directors remain liable for breaches of their duty of loyalty to us
and our  stockholders,  as well as for acts or  omissions  not in good  faith or
which  involve  intentional  misconduct  or  a  knowing  violation  of  law  and
transactions  from which a  director  derives  improper  personal  benefit.  Our
Restated  Certificate  of  Incorporation  also  does not  absolve  directors  of
liability under Section 174 of the Delaware General Corporation Law, which makes
directors personally liable for unlawful dividends or unlawful stock repurchases
or  redemptions in certain  circumstances  and expressly sets forth a negligence
standard with respect to such liability.

     Under the Delaware General Corporation Law, directors,  officers, employees
and other individuals may be indemnified against expenses (including  attorneys'
fees),  judgments,  fines and amounts  paid in  settlement  in  connection  with
specified actions, suits or proceedings, whether civil, criminal, administrative
or investigative  (other than an action by or in the right of the corporation (a
"derivative  action"))  if  they  acted  in  good  faith  and in a  manner  they
reasonably  believed  to be in or not  opposed to our best  interest  and,  with
respect to any criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful. A similar standard of care is applicable in the case
of a derivative  action,  except that  indemnification  only extends to expenses
(including   attorneys'  fees)  incurred  in  connection  with  the  defense  or
settlement of such an action and the Delaware  General  Corporation Law requires
court  approval  before there can be any  indemnification  of expenses where the
person seeking indemnification has been found liable to us.

     Our Restated Certificate of Incorporation and By-laws provide,  among other
things,  that each person who was or is made a party to, or is  threatened to be
made a party to, any pending or completed  action,  suit or proceeding,  whether
civil, criminal,  administrative or investigative (other than an action by or in
the right of ours), by reason of the fact that he or she is or was a director or
officer of us (or was serving at our request as a director,  officer,  employee,
or agent for another  entity,  including  an  employee  benefit  plan),  will be
indemnified  and held  harmless by us to the fullest  extent  authorized  by the
Delaware  General  Corporation  Law  against  all  expense,  liability,  or loss
(including  attorneys'  fees,  judgments,  fines,  and  amounts  to be  paid  in
settlement)  reasonably  incurred by such person in  connection  therewith.  The
rights  conferred  thereby will be deemed to be contract rights and will include
the  rights  to be  paid  by us for  the  expenses  incurred  in  defending  the
proceedings specified above in advance of their final disposition.

     We are a party to an  indemnification  agreement with each of our directors
and executive  officers.  These  indemnification  agreements  provide for, among
other  things,  the  indemnification  by us of our directors and officers to the
fullest  extent  permitted by law and the  advancement  of  attorneys'  fees and
expenses.  The agreements also state that in the event of a potential  change in
control,  we shall  establish  trusts,  which are  irrevocable  except  upon the
indemnities'   written  consent,   to  fund  our   indemnification   obligations
thereunder.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted for directors and officers and persons  controlling us pursuant
to the above  provisions,  we have been advised that, in the opinion of the SEC,
such indemnification is against public policy as expressed in the Securities Act
and is,  therefore,  unenforceable.  We carry  certain  insurance  coverage,  in
respect of potential claims against our directors and officers and in respect of
losses  of  which we may be  required  or  permitted  by law to  indemnify  such
directors and officers.

Item 7.  Exemption from Registration Claimed

     Not Applicable.

Item 8.  Exhibits

     A list of exhibits included as part of this  registration  statement is set
forth in the Exhibit  Index which  immediately  precedes  such  exhibits  and is
hereby incorporated by reference herein.

Item 9.  Undertakings

   (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 of 1933;

              (ii) To reflectin the prospectus any facts or events arising after
the  effective  date  of  the   registration   statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which is  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 SEC pursuant to Rule 424(b) if, in the aggregate,  the changes in
volume and price  represent  no more than a 20% change in the maximum  aggregate
offering price set forth in the  "Calculation of Registration  Fee" table in the
effective registration statement; and

              (iii)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) above do not apply
if the  information  required to be included in a  post-effective  amendment  by
those paragraphs is contained in periodic reports filed with or furnished to the
SEC 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, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

   (b) The undersigned  registrant  hereby undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange Act of 1934, as amended,  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.

   (c) Insofar as indemnification for liabilities  arising  under the Securities
Act  of  1933,  as  amended,  may  be  permitted  for  directors,  officers  and
controlling  persons of the registrant  pursuant to the foregoing  provisions or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Norwalk, State of Connecticut on October 28, 2004.

                          EMCOR GROUP, INC.


                          By:        /s/ Frank T. MacInnis
                              -----------------------------------------------
                               Name:   Frank T. MacInnis
                               Title:  Chairman of the Board
                                       and Chief Executive Officer

<PAGE>

                                POWER OF ATTORNEY


     The  Registrant  and each  director  and  officer of the  Registrant  whose
signature appears below, constitutes and appoints Frank T. MacInnis,  Sheldon I.
Cammaker  and  Leicle E.  Chesser,  or any of them,  his or her true and  lawful
attorneys-in-fact  and agents,  each of whom may act alone,  with full powers of
substitution  and  resubstitution,  for him or her and in his or her name, place
and stead,  in any and all  capacities,  to sign any or all  amendments  to this
Registration Statement,  including  post-effective  amendments,  and to file the
same, with all exhibits  thereto,  and other documents in connection  therewith,
with the SEC, granting unto said attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents  and  purposes  as he or she  might or could do in  person,  and  hereby
ratifies and confirms all his or her said attorneys-in-fact and agents or any of
them or his or her 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,  or  amendment  thereto,  has been signed  below by the
following persons in the capacities and on October 28, 2004.



Signature                           Title
 /s/ Frank T. MacInnis              Chairman of the Board and Chief
--------------------------          Executive Officer
 Frank T. MacInnis                  (Principal Executive Officer)

/s/ Leicle E. Chesser               Executive Vice President and Chief Financial
--------------------------          Officer (Principal Financial Officer)
Leicle E. Chesser


/s/ Mark A. Pompa                   Senior Vice President -
--------------------------          Chief Accounting Officer and Treasurer
Mark A. Pompa                       (Principal Accounting Officer)



/s/ Stephen W. Bershad              Director
--------------------------
Stephen W. Bershad


/s/ David A.B. Brown                Director
--------------------------
David A.B. Brown


/s/ Larry J. Bump                   Director
--------------------------
Larry J. Bump


/s/ Albert Fried, Jr.               Director
--------------------------
Albert Fried, Jr.


/s/ Richard F. Hamm, Jr.            Director
--------------------------
Richard F. Hamm, Jr.


/s/ Michael T. Yonker               Director
--------------------------
Michael T. Yonker

<PAGE>

                                  EXHIBIT INDEX
Exhibits


4.1  Restricted  Stock Unit  Agreement  by and between  EMCOR  Group,  Inc.  and
     Anthony Guzzi dated October 25, 2004

4.2  Option Agreement by  and between EMCOR Group, Inc. and Anthony Guzzi  dated
     October 25, 2004

5.1  Opinion of Sheldon I. Cammaker, Esq.

23.1 Consent of Ernst & Young LLP, Independent Registered Public
     Accounting Firm

23.2 Consent of Arthur Andersen LLP, Independent Public Accountants

23.3 Consent of Sheldon I. Cammaker, Esq. (included in Exhibit 5.1)

24.1 Powers of Attorney  (included on the  signature  page of this  Registration
     Statement)

<PAGE>
Exhibit 5.1


                       [Letterhead of Sheldon I. Cammaker]


                                                                October 28, 2004

EMCOR Group, Inc.
301 Merritt Seven
Norwalk, CT 06851

Gentlemen:

     With  respect  to the  Registration  Statement  on Form S-8  filed by EMCOR
Group,  Inc.  ("EMCOR")  with the  Securities  and Exchange  Commission  for the
purpose of registering under the Securities Act of 1933, as amended,  (a) 30,000
shares of your common stock, par value $0.01 per share (the "Common Stock"),  to
be issued pursuant to a stock option agreement dated as of October 25, 2004, and
(b) 25,000  shares of your Common  Stock to be issued  pursuant to a  restricted
share unit  agreement  dated as of October 25,  2004,  I am acting as counsel to
you.

     I wish to advise you that in my opinion  the 55,000  shares to be issued by
you under the  aforementioned  stock option  agreement and restricted share unit
agreement,  when issued in accordance with the respective terms thereof, will be
legally issued, fully paid and non-assessable.

     I consent to the filing of this  opinion as an exhibit to the  Registration
Statement on Form S-8.  In giving this consent, I do not thereby admit that I am
within the category of persons  whose consent is required  under the  Securities
Act of 1933, as amended,  or under the rules and  regulations  of the Securities
and Exchange Commission.

                                               Very truly yours,



                                               Sheldon I. Cammaker
                                               Executive Vice President, General
                                               Counsel and Secretary

<PAGE>
Exhibit 23.1

            Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration  Statement Form
S-8 filed by EMCOR Group,  Inc. for the purpose of registering  55,000 shares of
its common  stock,  of our report  dated  February  24, 2004 with respect to the
consolidated  financial  statements  and schedule at December 31, 2003 and 2002,
and for each of the years  then  ended of EMCOR  Group,  Inc.  and  subsidiaries
included in its Annual Report (Form 10-K) for the year ended  December 31, 2003,
filed with the Securities and Exchange Commission.



Stamford, Connecticut                                      /S/ ERNST & YOUNG LLP
October 28, 2004

<PAGE>

Exhibit 23.2

                 NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP

Section 11(a) of the Securities Act of 1933, as amended (the "Securities  Act"),
provides  that  if part  of a  registration  statement  at the  time it  becomes
effective  contains an untrue  statement of a material fact, or omits a material
fact required to be stated therein or necessary to make the  statements  therein
not misleading,  any person acquiring a security  pursuant to such  registration
statement  (unless it is proven that at the time of such acquisition such person
knew of such  untruth or omission)  may assert a claim  against,  among  others,
every  accountant who has consented to be named as having  prepared or certified
any part of the registration  statement,  or as having prepared or certified any
report or valuation which is used in connection with the registration statement,
with  respect  to the  statement  in  such  registration  statement,  report  or
valuation which purports to have been prepared or certified by the accountant.

The Annual Report on Form 10-K for the fiscal year ended  December 31, 2003 (the
"Form  10-K") to which this  notice is filed as an exhibit  is  incorporated  by
reference  into  the  following  registration  statements   (collectively,   the
"Registration  Statements")  filed by EMCOR Group,  Inc. with the Securities and
Exchange  Commission  ("SEC"),  and, for purposes of  determining  any liability
under the Securities Act, is deemed to be a new registration  statement for each
Registration  Statement  into  which  it  is  incorporated  by  reference:  Nos.
333-44369, 333-02819 and 333-75449.

On May 15, 2002,  EMCOR  dismissed  Arthur  Andersen LLP ("Arthur  Andersen") to
serve as its  independent  auditors  and  engaged  Ernst & Young  LLP  ("Ernst &
Young") to serve as its independent auditors for the fiscal year ending December
31, 2002. The Arthur  Andersen  dismissal and the Ernst & Young  engagement were
recommended  by  EMCOR's  Audit  Committee  and  approved  by  EMCOR's  Board of
Directors and became  effective  immediately.  For additional  information,  see
EMCOR's  Current Report of Form 8-K filed with the SEC on May 15, 2002.  EMCOR's
understanding  is that the staff of the SEC has taken the position  that it will
not accept consents from Arthur  Andersen if the engagement  partner for EMCOR's
audit is no longer  with Arthur  Andersen.  The  engagement  partner for EMCOR's
audit is no longer with Arthur Andersen.  As a result,  EMCOR has been unable to
obtain Arthur Andersen's  written consent to the incorporation by reference into
the  Registration  Statements of Arthur  Andersen's audit report with respect to
EMCOR's  consolidated  financial statements as of December 31, 2001 and December
31, 2000 and for the fiscal years then ended.  Under these  circumstances,  Rule
437a under the  Securities  Act permits  EMCOR to file this Form 10-K  without a
written consent from Arthur Andersen. As a result, however, Arthur Andersen will
not have any liability  under Section 11(a) of the Securities Act for any untrue
statements of a material fact contained in the financial  statements  audited by
Arthur  Andersen  or any  omissions  of a material  fact  required  to be stated
therein.  Accordingly,  you would be unable  to  assert a claim  against  Arthur
Andersen  under Section 11(a) of the Securities Act for any purchases of EMCOR's
securities  made on or  after  the  date  of  this  Form  10-K  pursuant  to the
Registration  Statements.  To the extent provided in Section  11(b)(3)(C) of the
Securities Act, however, other persons who are liable under Section 11(a) of the
Securities Act, include EMCOR's officers and directors, may still rely on Arthur
Andersen's  original audit reports as being made by an expert of the purposes of
establishing a due diligence defense under Section 11(b) of the Securities Act.
[{"type": "S-8", "sequence": "1", "filename": "as81025.txt", "description": "STOCK OPTION AND RSU AGREEMENTS", "secsgml_size_bytes": 27931}]
{"company-data": {"conformed-name": "EMCOR GROUP INC", "cik": "0000105634", "assigned-sic": "1731", "irs-number": "112125338", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-120078", "film-number": "041106291"}, "business-address": {"street1": "301 MERRITT SEVEN CORPORATE PK", "street2": "6TH FLOOR", "city": "NORWALK", "state": "CT", "zip": "06851", "phone": "2038497873"}, "mail-address": {"street1": "301 MERRITT SEVEN CORPORATE PARK", "street2": "6TH FLOOR", "city": "NORWALK", "state": "CT", "zip": "06851"}, "former-company": [{"former-conformed-name": "JWP INC/DE/", "date-changed": "19920703"}, {"former-conformed-name": "JAMAICA WATER PROPERTIES INC", "date-changed": "19860518"}, {"former-conformed-name": "WELSBACH CORP", "date-changed": "19761119"}]}
As filed with the Securities and Exchange Commission on October 29, 2004
                              Registration No. 333-

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

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                EMCOR Group, Inc.
             (Exact name of registrant as specified in its charter)

          Delaware                                       11-2125338
(State or other jurisdiction of                         (IRS Employer
 incorporation or organization)                      Identification No.)

                           ---------------------------
                        301 Merritt Seven Corporate Park
                             Norwalk, CT 06851-1060
                                 (203) 849-7800
                    (Address of Principal Executive Offices)

               Stock Option Agreement Dated as of October 25, 2004

          Restricted Share Unit Agreement Dated as of October 25, 2004
                           (Full titles of the plans)

                                Frank T. MacInnis
                 Chairman of the Board, Chief Executive Officer
                                EMCOR Group, Inc.
                        301 Merritt Seven Corporate Park
                             Norwalk, CT 06851-1060
                                 (203) 849-7800

  (Name, address, telephone number, including area code, of agent for service)

                                 with a copy to:
                            Sheldon I. Cammaker, Esq.
             Executive Vice President, General Counsel and Secretary
                                EMCOR Group, Inc.
                        301 Merritt Seven Corporate Park
                             Norwalk, CT 06851-1060
                                 (203) 849-7800
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------------------
  Title of Each Class of           Amount to be           Proposed Maximum Offering         Proposed Maximum            Amount of
Securities to be Registered      Registered(1)(2)            Price Per Share(1)       Aggregate Offering Price(1)   Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01       55,000 shares                $40.49                      $2,226,950                  $283
per share..................
------------------------------------------------------------------------------------------------------------------------------------
(1)  Includes 30,000 shares  issuable  pursuant to the exercise of stock options
     and 25,000 shares issuable in respect of a grant of restricted  share units
     pursuant to Rule 457(h) of the Securities  Act, the offering price for such
     shares is estimated  solely for the purpose of computing  the  registration
     fee and is based on the  closing  price of our common  stock on October 27,
     2004,  $40.49,  as reported  on the New York Stock  Exchange (a date within
     five business days of the filing of this Registration Statement).

(2)  Pursuant to Rule 416 under the Securities Act, this Registration  Statement
     also covers an  additional  indeterminate  number of shares that may become
     issuable pursuant to the  anti-dilution  provisions of the October 25, 2004
     Stock  Option  Agreement  and the October 25,  2004  Restricted  Share Unit
     Agreement.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents  containing the  information  specified in Part I of Form S-8
are not required to be filed with the  Securities and Exchange  Commission  (the
"SEC")  either as part of this  Registration  Statement  or as  prospectuses  or
prospectus  supplements  pursuant to the Note to Part I of Form S-8 and Rule 424
under the  Securities  Act of 1933,  as  amended  (the  "Securities  Act").  The
information  regarding  each Plan  required in the Section  10(a)  prospectus is
included in documents  being  maintained  and delivered by EMCOR Group,  Inc. as
required by Part I of Form S-8 and by Rule 428 under the Securities Act.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following  documents which have been and will in the future be filed by
us with the SEC are incorporated in this Registration Statement by reference:

     1.   Our Annual Report on Form 10-K for the fiscal year ended  December 31,
          2003, which contains our audited  financial  statements for the fiscal
          year ended December 31, 2003.

     2.   All other  reports  filed by the Company  pursuant to Section 13(a) or
          15(d)  of  the  Securities  Exchange  Act of  1934,  as  amended  (the
          "Exchange Act") since December 31, 2003.

     3.   The  description  of our common shares  contained in our  Registration
          Statement on Form  10-12G/A  under the Exchange Act, as filed with the
          SEC on August 11, 1995 (File No.  0-2315),  including any amendment or
          report filed for the purpose of amending such description.

     In  addition,  all reports  and  documents  subsequently  filed by us under
Section  13(a),  13(c),  14 or 15(d) of the Exchange Act, after the date of this
Registration  Statement  and prior to the filing of a  post-effective  amendment
which  indicates  that all  securities  being  offered  have  been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in and to be part of this Registration  Statement from
the filing date of each such document.

     Any statement  contained in a document  incorporated by reference or deemed
to be  incorporated  by  reference  herein  shall be  deemed to be  modified  or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained herein or in any subsequently  filed document which also is
deemed to be  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 of this  Registration
Statement.

Item 4.  Description of Securities

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel

     Sheldon I. Cammaker,  our Executive  Vice  President,  General  Counsel and
Secretary, has provided an opinion to us as to the validity of the shares of our
common stock being  registered by this  Registration  Statement on Form S-8. Mr.
Cammaker  (a) is entitled to shares of our common  stock to be issued  under our
EMCOR Group,  Inc.  Executive  Stock Bonus Plan, as amended (b) has been granted
options to purchase  shares of our common  stock that may be issued  pursuant to
option agreements, (c) has been granted options to purchase shares of our common
stock under our 1994 Management Stock Option Plan.

Item 6.  Indemnification of Directors and Officers

     Our Restated Certificate of Incorporation  provides,  as do the charters of
many other publicly held companies, that the personal liability of our directors
to us is  eliminated  to the maximum  extent  permitted by the Delaware  General
Corporation Law. Our Restated  Certificate of Incorporation  and By-Laws provide
for the  indemnification  of our, and our  subsidiaries',  directors,  officers,
employees,  and  agents  to the  fullest  extent  that may be  permitted  by the
Delaware General  Corporation Law from time to time, and the By-Laws provide for
various  procedures  relating  thereto.   Certain  provisions  of  our  Restated
Certificate of Incorporation  protect our directors  against personal  liability
for  monetary  damages  resulting  from  breaches of their  fiduciary  duty as a
director, except as set forth below. Under the Delaware General Corporation Law,
absent these provisions,  directors could be held liable for gross negligence in
the  performance  of their  duty of care,  but not for  simple  negligence.  Our
Restated  Certificate  of  Incorporation  absolves  directors of  liability  for
negligence in the  performance  of their  duties,  including  gross  negligence.
However, our directors remain liable for breaches of their duty of loyalty to us
and our  stockholders,  as well as for acts or  omissions  not in good  faith or
which  involve  intentional  misconduct  or  a  knowing  violation  of  law  and
transactions  from which a  director  derives  improper  personal  benefit.  Our
Restated  Certificate  of  Incorporation  also  does not  absolve  directors  of
liability under Section 174 of the Delaware General Corporation Law, which makes
directors personally liable for unlawful dividends or unlawful stock repurchases
or  redemptions in certain  circumstances  and expressly sets forth a negligence
standard with respect to such liability.

     Under the Delaware General Corporation Law, directors,  officers, employees
and other individuals may be indemnified against expenses (including  attorneys'
fees),  judgments,  fines and amounts  paid in  settlement  in  connection  with
specified actions, suits or proceedings, whether civil, criminal, administrative
or investigative  (other than an action by or in the right of the corporation (a
"derivative  action"))  if  they  acted  in  good  faith  and in a  manner  they
reasonably  believed  to be in or not  opposed to our best  interest  and,  with
respect to any criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful. A similar standard of care is applicable in the case
of a derivative  action,  except that  indemnification  only extends to expenses
(including   attorneys'  fees)  incurred  in  connection  with  the  defense  or
settlement of such an action and the Delaware  General  Corporation Law requires
court  approval  before there can be any  indemnification  of expenses where the
person seeking indemnification has been found liable to us.

     Our Restated Certificate of Incorporation and By-laws provide,  among other
things,  that each person who was or is made a party to, or is  threatened to be
made a party to, any pending or completed  action,  suit or proceeding,  whether
civil, criminal,  administrative or investigative (other than an action by or in
the right of ours), by reason of the fact that he or she is or was a director or
officer of us (or was serving at our request as a director,  officer,  employee,
or agent for another  entity,  including  an  employee  benefit  plan),  will be
indemnified  and held  harmless by us to the fullest  extent  authorized  by the
Delaware  General  Corporation  Law  against  all  expense,  liability,  or loss
(including  attorneys'  fees,  judgments,  fines,  and  amounts  to be  paid  in
settlement)  reasonably  incurred by such person in  connection  therewith.  The
rights  conferred  thereby will be deemed to be contract rights and will include
the  rights  to be  paid  by us for  the  expenses  incurred  in  defending  the
proceedings specified above in advance of their final disposition.

     We are a party to an  indemnification  agreement with each of our directors
and executive  officers.  These  indemnification  agreements  provide for, among
other  things,  the  indemnification  by us of our directors and officers to the
fullest  extent  permitted by law and the  advancement  of  attorneys'  fees and
expenses.  The agreements also state that in the event of a potential  change in
control,  we shall  establish  trusts,  which are  irrevocable  except  upon the
indemnities'   written  consent,   to  fund  our   indemnification   obligations
thereunder.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted for directors and officers and persons  controlling us pursuant
to the above  provisions,  we have been advised that, in the opinion of the SEC,
such indemnification is against public policy as expressed in the Securities Act
and is,  therefore,  unenforceable.  We carry  certain  insurance  coverage,  in
respect of potential claims against our directors and officers and in respect of
losses  of  which we may be  required  or  permitted  by law to  indemnify  such
directors and officers.

Item 7.  Exemption from Registration Claimed

     Not Applicable.

Item 8.  Exhibits

     A list of exhibits included as part of this  registration  statement is set
forth in the Exhibit  Index which  immediately  precedes  such  exhibits  and is
hereby incorporated by reference herein.

Item 9.  Undertakings

   (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 of 1933;

              (ii) To reflectin the prospectus any facts or events arising after
the  effective  date  of  the   registration   statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the registration
statement.  Notwithstanding the foregoing, any increase or decrease in volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which is  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 SEC pursuant to Rule 424(b) if, in the aggregate,  the changes in
volume and price  represent  no more than a 20% change in the maximum  aggregate
offering price set forth in the  "Calculation of Registration  Fee" table in the
effective registration statement; and

              (iii)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) above do not apply
if the  information  required to be included in a  post-effective  amendment  by
those paragraphs is contained in periodic reports filed with or furnished to the
SEC 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, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

   (b) The undersigned  registrant  hereby undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange Act of 1934, as amended,  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.

   (c) Insofar as indemnification for liabilities  arising  under the Securities
Act  of  1933,  as  amended,  may  be  permitted  for  directors,  officers  and
controlling  persons of the registrant  pursuant to the foregoing  provisions or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act and is, therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Norwalk, State of Connecticut on October 28, 2004.

                          EMCOR GROUP, INC.

                          By:        /s/ Frank T. MacInnis
                              -----------------------------------------------
                               Name:   Frank T. MacInnis
                               Title:  Chairman of the Board
                                       and Chief Executive Officer
POWER OF ATTORNEY

     The  Registrant  and each  director  and  officer of the  Registrant  whose
signature appears below, constitutes and appoints Frank T. MacInnis,  Sheldon I.
Cammaker  and  Leicle E.  Chesser,  or any of them,  his or her true and  lawful
attorneys-in-fact  and agents,  each of whom may act alone,  with full powers of
substitution  and  resubstitution,  for him or her and in his or her name, place
and stead,  in any and all  capacities,  to sign any or all  amendments  to this
Registration Statement,  including  post-effective  amendments,  and to file the
same, with all exhibits  thereto,  and other documents in connection  therewith,
with the SEC, granting unto said attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents  and  purposes  as he or she  might or could do in  person,  and  hereby
ratifies and confirms all his or her said attorneys-in-fact and agents or any of
them or his or her 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,  or  amendment  thereto,  has been signed  below by the
following persons in the capacities and on October 28, 2004.

Signature                           Title
 /s/ Frank T. MacInnis              Chairman of the Board and Chief
--------------------------          Executive Officer
 Frank T. MacInnis                  (Principal Executive Officer)

/s/ Leicle E. Chesser               Executive Vice President and Chief Financial
--------------------------          Officer (Principal Financial Officer)
Leicle E. Chesser

/s/ Mark A. Pompa                   Senior Vice President -
--------------------------          Chief Accounting Officer and Treasurer
Mark A. Pompa                       (Principal Accounting Officer)

/s/ Stephen W. Bershad              Director
--------------------------
Stephen W. Bershad

/s/ David A.B. Brown                Director
--------------------------
David A.B. Brown

/s/ Larry J. Bump                   Director
--------------------------
Larry J. Bump

/s/ Albert Fried, Jr.               Director
--------------------------
Albert Fried, Jr.

/s/ Richard F. Hamm, Jr.            Director
--------------------------
Richard F. Hamm, Jr.

/s/ Michael T. Yonker               Director
--------------------------
Michael T. Yonker
EXHIBIT INDEX
Exhibits

4.1  Restricted  Stock Unit  Agreement  by and between  EMCOR  Group,  Inc.  and
     Anthony Guzzi dated October 25, 2004

4.2  Option Agreement by  and between EMCOR Group, Inc. and Anthony Guzzi  dated
     October 25, 2004

5.1  Opinion of Sheldon I. Cammaker, Esq.

23.1 Consent of Ernst & Young LLP, Independent Registered Public
     Accounting Firm

23.2 Consent of Arthur Andersen LLP, Independent Public Accountants

23.3 Consent of Sheldon I. Cammaker, Esq. (included in Exhibit 5.1)

24.1 Powers of Attorney  (included on the  signature  page of this  Registration
     Statement)
Exhibit 5.1

                       [Letterhead of Sheldon I. Cammaker]

                                                                October 28, 2004

EMCOR Group, Inc.
301 Merritt Seven
Norwalk, CT 06851

Gentlemen:

     With  respect  to the  Registration  Statement  on Form S-8  filed by EMCOR
Group,  Inc.  ("EMCOR")  with the  Securities  and Exchange  Commission  for the
purpose of registering under the Securities Act of 1933, as amended,  (a) 30,000
shares of your common stock, par value $0.01 per share (the "Common Stock"),  to
be issued pursuant to a stock option agreement dated as of October 25, 2004, and
(b) 25,000  shares of your Common  Stock to be issued  pursuant to a  restricted
share unit  agreement  dated as of October 25,  2004,  I am acting as counsel to
you.

     I wish to advise you that in my opinion  the 55,000  shares to be issued by
you under the  aforementioned  stock option  agreement and restricted share unit
agreement,  when issued in accordance with the respective terms thereof, will be
legally issued, fully paid and non-assessable.

     I consent to the filing of this  opinion as an exhibit to the  Registration
Statement on Form S-8.  In giving this consent, I do not thereby admit that I am
within the category of persons  whose consent is required  under the  Securities
Act of 1933, as amended,  or under the rules and  regulations  of the Securities
and Exchange Commission.

                                               Very truly yours,

                                               Sheldon I. Cammaker
                                               Executive Vice President, General
                                               Counsel and Secretary
Exhibit 23.1

            Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration  Statement Form
S-8 filed by EMCOR Group,  Inc. for the purpose of registering  55,000 shares of
its common  stock,  of our report  dated  February  24, 2004 with respect to the
consolidated  financial  statements  and schedule at December 31, 2003 and 2002,
and for each of the years  then  ended of EMCOR  Group,  Inc.  and  subsidiaries
included in its Annual Report (Form 10-K) for the year ended  December 31, 2003,
filed with the Securities and Exchange Commission.

Stamford, Connecticut                                      /S/ ERNST & YOUNG LLP
October 28, 2004
Exhibit 23.2

                 NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP

Section 11(a) of the Securities Act of 1933, as amended (the "Securities  Act"),
provides  that  if part  of a  registration  statement  at the  time it  becomes
effective  contains an untrue  statement of a material fact, or omits a material
fact required to be stated therein or necessary to make the  statements  therein
not misleading,  any person acquiring a security  pursuant to such  registration
statement  (unless it is proven that at the time of such acquisition such person
knew of such  untruth or omission)  may assert a claim  against,  among  others,
every  accountant who has consented to be named as having  prepared or certified
any part of the registration  statement,  or as having prepared or certified any
report or valuation which is used in connection with the registration statement,
with  respect  to the  statement  in  such  registration  statement,  report  or
valuation which purports to have been prepared or certified by the accountant.

The Annual Report on Form 10-K for the fiscal year ended  December 31, 2003 (the
"Form  10-K") to which this  notice is filed as an exhibit  is  incorporated  by
reference  into  the  following  registration  statements   (collectively,   the
"Registration  Statements")  filed by EMCOR Group,  Inc. with the Securities and
Exchange  Commission  ("SEC"),  and, for purposes of  determining  any liability
under the Securities Act, is deemed to be a new registration  statement for each
Registration  Statement  into  which  it  is  incorporated  by  reference:  Nos.
333-44369, 333-02819 and 333-75449.

On May 15, 2002,  EMCOR  dismissed  Arthur  Andersen LLP ("Arthur  Andersen") to
serve as its  independent  auditors  and  engaged  Ernst & Young  LLP  ("Ernst &
Young") to serve as its independent auditors for the fiscal year ending December
31, 2002. The Arthur  Andersen  dismissal and the Ernst & Young  engagement were
recommended  by  EMCOR's  Audit  Committee  and  approved  by  EMCOR's  Board of
Directors and became  effective  immediately.  For additional  information,  see
EMCOR's  Current Report of Form 8-K filed with the SEC on May 15, 2002.  EMCOR's
understanding  is that the staff of the SEC has taken the position  that it will
not accept consents from Arthur  Andersen if the engagement  partner for EMCOR's
audit is no longer  with Arthur  Andersen.  The  engagement  partner for EMCOR's
audit is no longer with Arthur Andersen.  As a result,  EMCOR has been unable to
obtain Arthur Andersen's  written consent to the incorporation by reference into
the  Registration  Statements of Arthur  Andersen's audit report with respect to
EMCOR's  consolidated  financial statements as of December 31, 2001 and December
31, 2000 and for the fiscal years then ended.  Under these  circumstances,  Rule
437a under the  Securities  Act permits  EMCOR to file this Form 10-K  without a
written consent from Arthur Andersen. As a result, however, Arthur Andersen will
not have any liability  under Section 11(a) of the Securities Act for any untrue
statements of a material fact contained in the financial  statements  audited by
Arthur  Andersen  or any  omissions  of a material  fact  required  to be stated
therein.  Accordingly,  you would be unable  to  assert a claim  against  Arthur
Andersen  under Section 11(a) of the Securities Act for any purchases of EMCOR's
securities  made on or  after  the  date  of  this  Form  10-K  pursuant  to the
Registration  Statements.  To the extent provided in Section  11(b)(3)(C) of the
Securities Act, however, other persons who are liable under Section 11(a) of the
Securities Act, include EMCOR's officers and directors, may still rely on Arthur
Andersen's  original audit reports as being made by an expert of the purposes of
establishing a due diligence defense under Section 11(b) of the Securities Act.