--------------------------------------------------------------------------------
                       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 (I.R.S. Employer
            of incorporation or organization) Identification Number)

                                101 Merritt Seven
                                Norwalk, CT 06851
                                 (203) 849-7800
           (Address of principal executive offices including zip code)

                          1997 NON-EMPLOYEE DIRECTORS'
              NON-QUALIFIED STOCK OPTION PLAN OF EMCOR GROUP, INC.
                                       and
               1997 STOCK PLAN FOR DIRECTORS OF EMCOR GROUP, INC.
                              (Full title of plan)

                                Frank T. MacInnis
                 Chairman of the Board, Chief Executive Officer
                                EMCOR Group, Inc.
                                101 Merritt Seven
                                Norwalk, CT 06851
               (Name and address of agent for service of process)
                                 (203) 849-7800
          (Telephone number, including area code of agent for service)
                                -----------------
                                     Copy to
                            Sheldon I. Cammaker, Esq.
                                EMCOR Group, Inc.
                                101 Merritt Seven
                                Norwalk, CT 06851
                                 (203) 849-7831
                                -----------------
<PAGE>

<TABLE>
<CAPTION>
                         
                        CALCULATION OF REGISTRATION FEE

     ------------------- ---------------- ---------------- ------------------- -------------
                                             Proposed           Proposed
            Title of         Amount           Maximum      Maximum Aggregate      Amount of
             Shares           to be          Offering          Offering         Registration
             to be        Registered(1)      Price Per         Price (2)             Fee
           Registered                        Share(2)
     ------------------- ---------------- ---------------- ------------------- -------------
     ------------------- ---------------- ---------------- ------------------- -------------
       <S>                   <C>            <C>                <C>                 <C>        
     
        Common Stock,        450,000        $16.78 per         $7,555,145          $2,100.33
       $.01 par value        shares            share
     ------------------- ---------------- ---------------- ------------------- -------------

</TABLE>
----------
(1)  Consists  of 300,000  shares of Common  Stock of the  Registrant  which are
     issuable pursuant to options granted under the 1997 Non-Employee Directors'
     Non- Qualified  Stock Option Plan and 150,000 shares of Common Stock of the
     Registrant  which  are  issuable  pursuant  to  the  1997  Stock  Plan  for
     Directors.  This Registration Statement also covers an indeterminate number
     of shares of Common Stock which may be issuable by reason of stock  splits,
     stock dividends, or similar transactions.

(2)  This  price is  based on the  average  of the  high  and low  sales  prices
     reported on the NASDAQ  National Market System on March 29, 1999 an is used
     solely for the purpose of  determining  the  registrqation  fee pursuant to
     Rule 457(h).


<PAGE>




12


                                   EXPLANATORY NOTE

        This Registration  Statement includes a form of prospectus to be used by
certain  persons  who may be deemed to be  affiliates  of EMCOR  Group,  Inc. in
connection  with the resale of shares of Common  Stock  received by such persons
pursuant to this Registration Statement.



<PAGE>


Prospectus

                                   EMCOR GROUP, INC.
                                    450,000 Shares
                             Common Stock ($.01 par value)

        This Prospectus  relates to 450,000 shares of the common stock, $.01 par
value per share (the "Common Stock"),  of EMCOR Group, Inc. which may be offered
for sale from time to time for the account of selling  stockholders named herein
or such other  persons who may become  directors  of the Company  after the date
hereof (the  "Selling  Stockholders").  The Company  will not receive any of the
proceeds of this offering.  The Selling Stockholders may receive shares (i) upon
the exercise of certain options  heretofore or hereafter  granted to the Selling
Stockholders   pursuant   to  the   Company's   1997   Non-Employee   Directors'
Non-Qualified  Stock  Option Plan (the "1997 Stock  Option  Plan") and (ii) with
respect to deferred stock units  heretofore or hereafter  granted to the Selling
Stockholders pursuant to the Company's 1997 Stock Plan for Directors.

        The Common  Stock is traded on the Nasdaq  National  Market  Tier of the
Nasdaq Stock Market under the symbol "EMCG". On March 29, 1999, the closing sale
price of the Common Stock on the Nasdaq Stock Market was $16.75 per share.

        Shares may be sold by the Selling Stockholders  directly, or through one
or  more  broker-dealers,   in  the   over-the-counter   market,  in  negotiated
transactions or otherwise,  at prices related to the prevailing market prices or
at  negotiated  prices.  The  Selling  Stockholders  and any  broker-dealers  or
underwriters that participate with the Selling  Stockholders in the distribution
of the  Shares  may be deemed to be  "underwriters"  within  the  meaning of the
Securities  Act of 1933, as amended (the  "Securities  Act").  In such case, any
commissions  received by such  broker-dealers  or underwriters and any profit on
the  resale of the  Shares  purchased  by them may be deemed to be  underwriting
commissions or discounts under the Securities  Act. See "Plan of  Distribution."
The  Company  will pay all  expenses  incident to the  offering  and sale of the
Shares to the public other than commissions and discounts of  broker-dealers  or
underwriters.  To the extent required, the name of the Selling Stockholder,  the
number  of  Shares  to be  sold,  the  purchase  price,  the  name  of any  such
broker-dealer  or underwriter and any applicable  commissions  with respect to a
particular  offer will be set forth in an  accompanying  Prospectus  Supplement.
Shares covered by this Prospectus may be sold either pursuant to this Prospectus
or pursuant to Rule 144 under the Securities Act.

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

        For information relating to certain investment  considerations  relating
to the Common Stock, see "Risk Factors" on page 7.

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


<PAGE>


        Neither the Securities and Exchange Commission nor any state securities
          commission approved or disapproved these securities or determined if
           this prospectus is truthful or complete. Any representation to the
                            contrary is a criminal offense.


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

        The  information in this  Prospectus is not complete and may be changed.
The Selling  Stockholders  may not sell these  securities until the registration
statement filed with the Securities and Exchange  Commission is effective.  This
Prospectus is not an offer to sell these  securities and it is not soliciting an
offer to buy  these  securities  in any  state  where  the  offer or sale is not
permitted

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

                        The date of this Prospectus is March 31, 1999


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

                                   TABLE OF CONTENTS


                                                             Page

                       Incorporation of Certain Documents by
                         Reference.........................     5
                       Available Information...............     5
                       General Information.................     6
                       Risk Factors........................     7
                       Selling Stockholders................    11
                       Plan of Distribution ...............    12
                       Legal Matters.......................    13
                       Experts.............................    13
                       Indemnification.....................    13









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




<PAGE>


                    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The  Securities  and Exchange  Commission  (the  "Commission"  or "SEC")
allows the Company to  "incorporate  by reference" the  information we file with
them, which means that we can disclose important information to you by referring
you to the  other  information  we have  filed  with  the SEC.  The  information
incorporated by reference is considered to be part of the Prospectus,  and later
information  filed with the SEC will  automatically  update and  supersede  this
information.

        We  incorporate  by  reference  the  documents  listed  below and future
filings  made  with the SEC  under  Sections  13(a),  13(c),  14 or 15(d) of the
Securities  Exchange  Act of 1934 (the  "Exchange  Act") until this  offering is
complete:

        (i)  the Company's  Annual Report on Form 10-K for the fiscal year ended
             December 31, 1998 (the "1998 10-K");

        (ii) the   description  of  Common  Stock  contained  in  the  Company's
             Registration Statement on Form 10/A as filed with the Commission on
             August 11, 1995; and

        (iii)the  description of the Preferred  Stock contained in the Company's
             Registration Statement on Form 8-A filed on March 5, 1997.

        The  Company  will  provide  without  charge to any  person to whom this
Prospectus is delivered,  including any beneficial  owner,  upon written or oral
request of such person,  a copy of any or all of the  information  that has been
incorporated  by  reference  in this  Prospectus,  other than  exhibits  to such
documents,  unless such exhibits are specifically incorporated by reference into
the information that has been so  incorporated.  Requests for such copies should
be directed to  Secretary,  EMCOR  Group,  Inc.,  101  Merritt  Seven,  Norwalk,
Connecticut 06851.

                                 AVAILABLE INFORMATION

        The Company is subject to the informational requirements of the Exchange
Act and in accordance  therewith  files reports and other  information  with the
Commission.  Such reports and other  information  can be inspected and copied at
the public reference  facilities of the Commission,  Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and its regional offices located
at 500 West Madison  Street,  14th Floor,  Chicago,  Illinois  60661 and 7 World
Trade Center, Suite 1300, New York, New York 10048. Copies of such material also
can be obtained by mail from the Public Reference Section of the Commission,  at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,  Washington,  D.C. 20549, at
the   prescribed   rates  or  you  can  obtain   them  by  calling  the  SEC  at
1-800-SEC-0330.  The Commission also maintains a website that contains  reports,
proxy and information statements and other information.  The website address is:
http:/www.sec.gov.

        The  Common  Stock is traded on the Nasdaq  National  Tier of the Nasdaq
Stock Market under the symbol "EMCG".  Reports and other information  concerning
the Company can be inspected at the offices of the Nasdaq Stock  Market,  Nasdaq
Regulatory Filings, 1735 K Street, NW, Washington, DC 20006-1500.

        The  Registration  Statement on Form S-8 and the  Exhibits  thereto (the
"Registration  Statement")  filed with the  Commission  under the Securities Act
contains additional  information regarding the Company and the 1997 Stock Option
Plan and the 1997 Stock Plan for Directors  (collectively,  the "Plans") and you
should  refer  to  such  Registration  Statement  if you  want  such  additional
information.  The  Registration  Statement  and  the  Exhibits  thereto  may  be
inspected  without  charge at the office of the  Commission at 450 Fifth Street,
N.W.  Washington,  D.C.  20549  and  copies  thereof  may be  obtained  from the
Commission upon payment of the prescribed fees.

                                  GENERAL INFORMATION

        The Company is the largest  mechanical and electrical  construction  and
facilities  services firm in the United States and Canada and one of the largest
in the United  Kingdom and the world with 1998 revenues  totaling more than $2.2
billion.
Worldwide, the Company employs approximately 15,000 people.

        The Company  specializes in the design,  integration,  installation  and
start-up of:

      o  distribution  systems for  electrical  power  (including  power cables,
         conduits, distribution panels, transformers,generators, uninterruptible
         power supply systems and related switch gear and controls);

      o  lighting systems, including fixtures and controls;

      o  low-voltage  systems,  including  fire  alarm,  security,  and  process
         control systems;

      o  voice and data communications  systems,  including  fiber-optic and low
         voltage copper cabling;

      o  heating,  ventilation,  air  conditioning, refrigeration and clean-room
         process ventilation systems; and

      o  plumbing, process and high-purity piping systems.

        The foregoing services generally fall into one of two categories:

        (i)    large   installation   projects  with  contracts   often  in  the
               multi-million dollar range which are performed in connection with
               construction   of  industrial   and   commercial   buildings  and
               institutional  and public works facilities or with the fit-out of
               large blocks of space within commercial buildings; and

        (ii)   smaller   installation   projects  typically  involving  fit-out,
               renovation and retrofit work.

        The Company also provides  services to support a customer's  facilities.
These  services,  frequently  referred to as  facilities  services,  include the
provision of technical support services to our customers,  following  completion
of  construction  projects,  such as  maintenance  and service of mechanical and
electrical systems and small modification and retrofit projects that support the
day-to-day needs of our customers. In addition, services are provided to owners,
operators,  tenants and managers of  facilities  of all types on both a contract
basis for a specified period of time and on an individual task order basis.

        Facilities   services  also  include   customer-based   operations   and
maintenance,  mobile  maintenance,  service,  small  modification  and  retrofit
projects, consulting, program development and management for energy systems, and
maintenance  activities.  We provide  services  to a wide  range of  commercial,
industrial and institutional  facilities,  including those for which we provided
construction  services  and for which  construction  services  were  provided by
others.  The  services  are  frequently  bundled to provide  integrated  service
packages and may include  services in addition to the Company's core  mechanical
and electrical services.

        The Company has experienced  increased  demand for such support services
which it  believes  is  driven  by  customers'  downsizing  programs  and  their
concomitant focus on core competencies,  the increasing  technical complexity of
their  facilities  and their  mechanical,  electrical,  voice and data and other
systems,  and the need for increased  reliability,  especially in mechanical and
electrical  systems.  These  trends have led to  outsourcing  and  privatization
programs  whereby  customers  in both the  private  and public  sectors  seek to
contract out their non-core  activities  (i.e. those activities that support but
are not directly involved in the customer's business.)

     The Company was  incorporated  in Delaware on March 31, 1987. The Company's
principal executive offices are located at 101 Merritt Seven, Norwalk, CT 06851,
and its telephone number is (203) 849-7800.  The Company  maintains a website at
www.emcorgroup.com.


                                     RISK FACTORS

        Prospective  investors should carefully  consider all of the information
set forth in or incorporated by reference in this Prospectus and, in particular,
the following specific risk factors in evaluating an investment in the Company's
common stock.

        Competition.   The  business  in  which  the  Company   participates  is
competitive. Much of the Company's revenues arise from jobs which are awarded on
the  basis  of  competitive  bids;  however,  an  invitation  to  bid  is  often
conditioned upon prior experience,  technical capability and financial strength.
The Company competes with national,  regional and local companies.  There can be
no  assurance,  however,  that the Company  will compete  successfully  with its
existing competitors or with any new competitors.  The highly competitive nature
of the mechanical and electrical  construction  services  operations  forces the
Company to charge  competitive  market rates for its services  which  results in
narrow  operating  margins.  Any  reduction  in operating  margins  could have a
material impact on the financial condition of the Company.

        Risks of Fixed Price Contracts; Bid and Performance Bonds. Approximately
75% of the Company's U.S. mechanical and electrical  construction  contracts are
fixed price contracts.  The Company's  profitability in this market is therefore
dependent on its ability to predict  accurately  the costs  associated  with its
services.  Some of these costs may be affected by factors  beyond the  Company's
control. If the Company is unable to predict accurately the costs of fixed price
contracts,  certain  projects could have lower margins than  anticipated,  which
could have a material  adverse effect on the Company's  results of operations or
financial condition.

        Often  institutional  and public works projects are  long-term,  complex
projects that require bid and performance  bonds. There can be no assurance that
the Company will be able to obtain bid and  performance  bonds in the future and
the inability to procure such bonds could have a material  adverse effect on the
Company's business, operating results and financial condition.

     Net Operating Loss  Carryforwards.  The Company and its  subsidiaries  have
federal net operating loss ("NOL")  carryforwards of approximately $150 million,
which are available to reduce future federal  income taxes.  It is possible that
certain changes in the Company's  ownership,  including prior ownership  changes
and future issuances of securities of the Company, could result in the Company's
having a change of ownership  under  Section 382 of the Internal  Revenue  Code.
Generally,  Section  382  limits  the  amount of NOL  carryforwards  that can be
utilized in any year to offset taxable income following a change in control of a
corporation. If such a change of control occurs, the Company would be limited in
the  amount of its NOLs it could  utilize  annually  to an  amount  equal to the
equity value of the Company  immediately  prior to the change  multiplied by the
long-term  tax  exempt  rate in  effect  for the month in which  such  change of
control occurs.  This limitation  could delay use of the NOLs and might preclude
their full utilization.  The NOLs expire,  if unused,  between 2007 and 2010. In
addition,  the NOL  carryforwards  are subject to adjustment  upon review by the
Internal  Revenue  Service.  See  Note  G of  Notes  to  Consolidated  Financial
Statements  included in the Company's Annual Report on Form 10-K incorporated by
reference herein.

        Cyclicality and Seasonality.  Our mechanical and electrical construction
operations are cyclical and  influenced by various  economic  factors  including
interest  rates and general  fluctuations  of the business  cycle.  Although the
Company  provides these services to a broad range of commercial,  industrial and
institutional  customers  around  the  world,  cyclicality  of the  construction
industry and instability of general  economic  conditions  could have an adverse
effect on the Company's  revenues and  profitability.  The Company is seeking to
expand its facilities  services  activities in North America which would be less
susceptible  to downswings  in the economy than the more  cyclical  construction
market. In addition, our mechanical and electrical  construction  operations are
subject to  seasonal  variations.  Specifically,  the  demand  for  construction
services  is lower  during  winter  months  as a  result  of  inclement  weather
conditions.  Accordingly,  the  Company's  revenues  and  operating  results are
generally lower in the first and second quarters.

        Variability of Quarterly  Operating Results.  The Company's revenues and
operating  results  also vary from quarter to quarter as a result of a number of
factors,  including  installation  projects  commenced  and  completed  during a
quarter,  the  number of  business  days in a quarter  and the size and scope of
projects.  Because a significant  portion of the Company's expenses are fixed, a
variation in the number of projects,  progress on projects, or the timing of the
initiation  or the  completion of projects can cause  significant  variations in
operating results from quarter to quarter.

        Expansion  of  Facilities  Services  Business.  Part  of  the  Company's
strategy  is to  expand  its  facilities  services  activities.  There can be no
assurance that the Company will be able to identify attractive  opportunities in
this market, or obtain additional significant contracts for its services. If the
North American market for facilities  services fails to develop or develops more
slowly  than  the  Company   anticipates,   the  Company's  facilities  services
operations could become financially burdensome to maintain. This could adversely
affect the Company's business, financial condition and results of operations.

        The  Company  also  intends  to pursue  the  acquisition  of  additional
facilities services businesses as part of its growth strategy.  However,  due to
increased competition for acquisition candidates, there can be no assurance that
the Company will be able to identify and acquire additional  facilities services
businesses at attractive  prices,  profitably  manage  additional  businesses or
successfully   integrate  any  acquired  businesses  into  the  Company  without
substantial costs, delays, or other operational or financial problems.

        Absence of  Dividends.  The  Company  does not  anticipate  paying  cash
dividends on its Common Stock in the foreseeable  future.  The Company's working
capital credit facility limits the payment of dividends on its Common Stock.

        Certain Litigation  Proceedings.  The Company's  subsidiary  Dynalectric
Company  ("Dynalectric")  is a  party  to an  arbitration  proceeding  in  which
Computran  Systems  Corp.  ("Computran")  is  seeking to  recover  damages  from
Dynalectric in connection with  Dynalectric's  participation  in a joint venture
with Computran.  Dynalectric  believes that Computran's claims are without merit
and  has  been  defending  this  matter   vigorously.   Dynalectric   has  filed
counterclaims against Computran. The arbitration was completed in November, 1998
and we are awaiting a decision.

        In February  1995,  as part of an  investigation  by the New York County
District  Attorney's  office into the business  affairs of Herbert  Construction
Company  ("Herbert"),  a  general  contractor  that then did  business  with the
Company's subsidiary,  Forest Electric Corporation ("Forest"),  a search warrant
was  executed  at  Forest's  executive  offices.  At that time,  the Company was
informed  that Forest and certain of its officers are targets of the  continuing
investigation.  Forest performs electrical contracting services primarily in the
New  York  City  commercial   market  and  is  one  of  the  Company's   largest
subsidiaries.  Neither the  Company  nor Forest has been  advised of the precise
nature of any suspected violation of law by Forest or its officers.  On April 7,
1997,  Ted Kohl,  a  principal  of  Herbert,  pled  guilty to one count of money
laundering, one count of offering a false instrument for filing and one count of
filing a false New York State Resident Income Tax Return. DPL Interiors, Inc., a
Company allegedly owned by Mr. Kohl, also pled guilty to one count of failing to
file New York City General Income Tax Returns. Mr. Kohl and DPL Interiors, Inc.
have not yet been sentenced.

        On July 31,  1998 a former  employee  of a  subsidiary  of EMCOR filed a
class-action  complaint on behalf of the  participants  in two employee  benefit
plans  sponsored  by the Company  against the Company and other  defendants  for
breach of fiduciary duty under the Employee  Retirement Income Security Act. All
of the claims  relate to alleged acts or  omissions  which  occurred  during the
period May 1, 1991 to December 1994. The principal  allegations of the complaint
are that the defendants  breached their fiduciary duties by causing the plans to
purchase and hold stock of the Company  (when it was then known as JWP INC.) and
when the  defendants  knew or should have known it was  imprudent  to do so. The
plaintiff  has not made  claim  for a  specific  dollar  amount of  damages  but
generally  seeks to recover for the benefit plans the loss in value of JWP stock
held by the plans.  The Company and the other  defendants  intend to  vigorously
defend the case.  Insurance  coverage may be applicable  under a Company pension
trust  liability  insurance  policy for the Company and those present and former
employees of EMCOR who are defendants in the action.

        Substantial settlements or damage judgments arising out of these matters
could  have a  material  adverse  effect on the  Company's  business,  operating
results and financial condition.

        Certain  Antitakeover  Effects.  The Company's  Restated  Certificate of
Incorporation, Amended and Restated By-Laws and the Delaware General Corporation
Law include  provisions that may be deemed to have antitakeover  effects and may
delay,  defer or prevent a takeover attempt that stockholders  might consider to
be in their best interests.  The Company's Restated Certificate of Incorporation
provides that stockholders may not act by written consent. The Company's Amended
and Restated By-Laws provide that annual and special  stockholders  meetings may
be called only by an officer of the Company instructed by the Board of Directors
to call  such  meetings.  In  addition,  the  Company's  Board of  Directors  is
authorized  to issue  "blank-check"  preferred  stock  which  could  render more
difficult or discourage an attempt to obtain  control of the Company by means of
a tender  offer,  merger,  proxy  contest or otherwise and could have an adverse
effect on the market price of the Common Stock.  The Company has no present plan
to issue any shares of Preferred  Stock. In addition,  the Company has adopted a
stockholder  rights plan which is designed to discourage hostile takeover offers
for the Company by threatening  significant dilution of the bidder's interest in
the Company upon the occurrence of certain triggering events.

        Dependence on Senior Management.  The Company's business is managed, and
its  business  strategies  formulated,  by a  relatively  small  number  of  key
executive officers and other personnel. The loss of these key management persons
could have a material adverse effect on the Company.

        Year 2000 Issue;  Computer System Upgrade.  The Year 2000 issue concerns
the  potential  inability of certain  systems to properly  recognize and process
date sensitive  information  beyond January 1, 2000. The Company has performed a
comprehensive review of its internal  application systems ("Internal  Systems"),
including  information  technology ("IT") and Non-IT systems,  to identify those
systems  that could be  affected  by the Year 2000 issue (the  "Issue")  and has
developed a plan to resolve the Issue.  The Company is utilizing  both  internal
and external resources to identify,  correct or reprogram,. and test its systems
to ensure Year 2000 compliance.

        The Company  estimates  that it is  approximately  75% complete with its
Internal  Systems'  modifications  and  expects  the  balance  of  any  required
modifications  to be  completed  by mid 1999.  Cost  estimates  of  testing  and
converting  system  applications  range  from  $1.0  million  to  $2.0  million.
Modification  costs will be expensed as incurred and costs of new software  will
be  capitalized  and  amortized  over the  expected  useful  life of the related
software.

        The Company  expects its Year 2000  conversion  project to be  completed
before  January 1, 2000.  While the Company  believes its  planning  efforts are
adequate  to  address  its year 2000  concerns,  the  Company's  operations  and
financial  results  could be  adversely  impacted  by the Year 2000 issue if the
conversion  schedule and cost  estimate for its Internal  Systems are not met or
suppliers and other  businesses  on which the Company  relies do not address the
Issue  successfully.  The Company is requesting that its  significant  suppliers
confirm  that they  have  plans  achieving  Year 2000  compliance.  The  Company
continues to assess these risks in order to reduce an impact on the Company.

        The  Company  has not  yet  been  able  to  clearly  identify  the  most
reasonably likely worst case scenarios and the appropriate contingency plans for
such scenarios.  As the Company completes all phases of its Year 2000 conversion
project,  it will prepare  contingency plans to deal with  noncompliant  systems
where it determines the risks of noncompliance are significant.

        Based on currently available  information,  the Company does not believe
that the matters  discussed above related to its Internal Systems or to services
provided  to  customers  will have a material  adverse  impact on the  Company's
financial  condition or overall trends in results of operations;  however, it is
uncertain  to what  extent the  Company  may be  affected  by such  matters.  In
addition,  there  can be no  assurance  that the  failure  to  ensure  year 2000
capability  by a  supplier,  customer  or another  third  party would not have a
material adverse effect on the Company.

        Price  Volatility of Common Stock. The trading price of the Common Stock
could  be  subject  to  wide  fluctuations  in  response  to  quarter-to-quarter
variations  in  operating  results,  changes in earnings  estimates by analysts,
announcements   of  acquisitions  or  new  strategies  by  the  Company  or  its
competitors,  general  conditions  in the economy or in the markets in which the
Company operates or other developments affecting the Company, its clients or its
competitors, some of which may be unrelated to the Company's performance.  These
conditions  could  materially  adversely  affect the market  price of the Common
Stock.


                                 SELLING STOCKHOLDERS

        Each of the Selling Stockholders is a director or former director of the
Company;  accordingly,  such persons may be deemed  "affiliates"  of the Company
within the meaning of the Securities  Act. The following  table sets forth as of
February 28, 1999 certain information with regard to the beneficial ownership of
the Common Stock by the Selling  Stockholders.  In addition,  certain members of
the Board of  Directors  of the  Company  may be granted  additional  options to
purchase  shares of Common  Stock  pursuant  to the 1997  Stock  Option  Plan or
additional  deferred  stock units  pursuant to the 1997 Stock Plan for Directors
and,  upon  receipt of shares upon  exercise of such options or pursuant to such
deferred  stock  units,  may sell such shares of Common  Stock  pursuant to this
Prospectus.


<PAGE>

<TABLE>

<CAPTION>


                                                                                  
                                                                   Number of       Number of             
                                                                    Shares           Shares             
Name                                                            Owned Prior to      Offered              Shares Owned After Offering
                                                                  Offering(2)      Hereby(3)
                                                                                                          Number          Percentage
                                                       
<S>                                                               <C>                 <C>                 <C>                 <C>   

Stephen W. Bershad ....................................           42,402              32,402              15,000              *

David A. B. Brown .....................................           25,902              24,902               1,000              *

Georges L.de Buffevent ................................           12,324(5)           12,324(5)              -0-              *


Albert Fried, Jr ......................................           28,909              18,902              10,007(4)           *

Richard F. Hamm Jr ....................................           13,077              13,077                 -0-              *


Malcolm  T. Hopkins(1) ................................           28,300(5)           10,000              18,300(5)           *
                                                                                                          
Kevin C. Toner ........................................           26,902              21,902               5,000             ___
-------------------------------------------------------           ------              ------              ------            
------

Total                                                            177,816             141,809              36,007

</TABLE>

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


*  Less than one per cent.

(1) Mr.  Hopkins did not stand for  re-election  as a director of the Company at
    the June 1998 annual meeting of stockholders.

(2) Includes all shares of Common Stock held by the Selling  Stockholders  as of
    February 28, 1999 and assumes exercise of all vested options held as of such
    date to purchase shares of Common Stock granted to the Selling  Stockholders
    pursuant to the 1997 Option  Plan  and/or the 1995  Non-Employee  Directors'
    Non-Qualified Stock Option Plan.

(3) Assumes  offer and sale of all the  shares of Common  Stock  eligible  to be
    offered and sold hereby by the Selling Stockholders.

(4) Includes 10,007 shares of Common Stock owned by Albert Fried & Company, LLC,
    of which Mr. Albert Fried, Jr. is the Managing Member.

(5) Includes in the case of Mr. de Buffevent 330 deferred stock units and in the
    case of Mr.  Hopkins  1,800  deferred  stock  units  issued  under  the 1997
    Director's Stock Plan.



                                 PLAN OF DISTRIBUTION

        The sale of the Shares by the  Selling  Stockholders  may be carried out
from  time to time  directly  or  through  one or  more  broker-dealers,  in the
over-the-counter  market, in negotiated  transactions or otherwise, or through a
combination of such methods of sale, at fixed prices,  which may be changed,  at
market  prices  prevailing  at the  time of  sale,  at  prices  related  to such
prevailing market prices or at negotiated prices.  The Selling  Stockholders may
carry out such  transactions by selling the Shares to or through  broker-dealers
or   underwriters,   and  such   broker-dealers   or  underwriters  may  receive
compensation  in the form of  discounts,  concessions  or  commissions  from the
Selling  Stockholders  and/or  the  purchasers  of  the  Shares  for  whom  such
broker-dealers  may act as agents or to whom  they  sell as  principal,  or both
(which  compensation  as to a  particular  broker-dealer  may  be in  excess  of
customary  compensation).  None of the proceeds of the sale of the Shares by the
Selling Stockholders will be received by the Company.

        The Selling  Stockholders and any  broker-dealers  or underwriters  that
participate with the Selling  Stockholders in the distribution of the Shares may
be deemed to be  "underwriters"  within  the  meaning  of  Section  2(11) of the
Securities  Act,  in which  event  any  discounts,  concessions  or  commissions
received by such  broker-dealers or underwriters and any profit on the resale of
the Shares  purchased by them may be deemed to be  underwriting  commissions  or
discounts under the Securities Act. To the extent required, the number of Shares
to be  sold,  the  purchase  price,  the  name  of  any  such  broker-dealer  or
underwriter  and any  applicable  discounts,  concessions  or  commissions  with
respect to a particular  offer will be set forth in an  accompanying  Prospectus
Supplement.

        In order to comply with certain state  securities  laws, if  applicable,
the  Shares  will be  sold in such  jurisdictions  only  through  registered  or
licensed  brokers  or  dealers.  In certain  states,  the Shares may not be sold
unless the Shares have been  registered  or qualified for sale in such states or
an exemption or qualification is available and is complied with.

                                     LEGAL MATTERS

        The  validity  of the  shares of Common  Stock  offered  hereby has been
passed  upon for the  Company  by Sheldon I.  Cammaker,  General  Counsel of the
Company,  101 Merritt Seven,  Norwalk,  Connecticut 06851. Mr. Cammaker has been
granted  options to purchase  70,000  shares of Common Stock under the Company's
1994 Management Stock Option Plan.

                                        EXPERTS

        The audited consolidated financial statements  incorporated by reference
in this Prospectus and elsewhere in the Registration Statement have been audited
by Arthur Andersen LLP,  independent public  accountants,  as indicated in their
reports with  respect  thereto,  and are  incorporated  by  reference  herein in
reliance upon the  authority of said firm as experts in accounting  and auditing
in giving said reports.

                                    INDEMNIFICATION

        Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") and Article VI of the Company's By-laws provides for the indemnification
under certain  conditions of directors  and officers,  acting in their  official
capacities. In addition, the Company has entered into indemnification agreements
with the directors and certain officers of the Company.

        Insofar as indemnification  for liabilities arising under the Securities
Act may be  permitted  to  directors,  officers  or  controlling  persons of the
Company  pursuant to the DGCL, the Company's  By-laws or otherwise,  the Company
has been informed that in the opinion of the Commission, such indemnification is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.





<PAGE>







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




                                   450,000 Shares

                                  EMCOR GROUP, INC.


                                    Common Stock







                                      ---------
                                     Prospectus











                                    March 31, 1999


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


<PAGE>




                                        PART I

                 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Note: The documents  containing the information  specified in Part I of Form S-8
will be sent or given to participants as specified by Rule 428(b)(1) promulgated
under the  Securities  Act of 1933,  as amended  (the  "Securities  Act").  Such
documents  need not be filed with the Securities  and Exchange  Commission  (the
"Commission")  either as part of this Registration  Statement or as prospectuses
or prospectus  supplements  pursuant to Rule 424 under the Securities Act. These
documents  and the  documents  incorporated  by reference  in this  Registration
Statement  pursuant  to  Item 3 of Part II of this  Form  S-8,  taken  together,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act. See Rule 428(a)(1) under the Securities Act.

        This Registration Statement on Form S-8 of EMCOR Group, Inc., a Delaware
corporation (the "Company"), covers an aggregate 450,000 shares of the Company's
Common  Stock,  par value  $0.01 per  share,  reserved  for  issuance  under the
Company's 1997  Non-Employee  Directors Non- Qualified Stock Option Plan and the
Company's 1997 Stock Plan for Directors.


<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  Commission  are
incorporated herein by reference:

        (a)    The  Company's  Annual  Report on Form 10-K for the  fiscal  year
               ended December 31, 1998.

        (b)    All other reports filed pursuant to Section 13(a) or 15(d) of the
               Securities Exchange Act of 1934, as amended (the "Exchange Act"),
               since the end of the fiscal  year  covered  by the Annual  Report
               referred to in (a) above.

        (c)    The description of the Company's  Common Stock,  $0.01 par value,
               contained in the  Company's  Registration  Statement on Form 10/A
               under the Exchange Act,  filed with the  Commission on August 11,
               1995.

        (d)    The description of the Preferred Stock contained in the Company's
               Registration Statement on Form 8-A filed on March 5, 1997.

           All documents  subsequently filed by the Company pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters  all securities  then remaining  unsold shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of filing of such reports and documents.

Item 4. Description of Securities

           Not applicable.

Item 5. Interest of Named Experts and Counsel

           Sheldon I. Cammaker,  Executive Vice  President,  General Counsel and
Secretary  of the  Company,  has  provided  an opinion to the  Company as to the
validity of the shares of Common Stock of the Company,  being registered by this
Registration  Statement  on Form S-8. Mr.  Cammaker has been granted  options to
purchase 70,000 shares of Common Stock under the Company's 1994 Management Stock
Option Plan.

Item 6. Indemnification of Directors and Officers

        The Company's Restated Certificate of Incorporation  provides, as do the
charters of many other publicly held companies,  that the personal  liability of
directors  of the Company to the  Company is  eliminated  to the maximum  extent
permitted by Delaware law. The Restated Certificate of Incorporation and By-Laws
provide for the  indemnification  of the  directors,  officers,  employees,  and
agents  of the  Company  and its  subsidiaries  to the full  extent  that may be
permitted by Delaware law from time to time, and the By-Laws provide for various
procedures relating thereto.  Certain provisions of the Restated  Certificate of
Incorporation  protect the Company's  directors  against personal  liability for
monetary damages resulting from breaches of their fiduciary duty of care, except
as set forth below. Under Delaware 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.  The  Restated  Certificate  of  Incorporation
absolves  directors of liability  for  negligence  in the  performance  of their
duties,  including gross  negligence.  However,  the Company's  directors remain
liable  for   breaches  of  their  duty  of  loyalty  to  the  Company  and  its
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.   The  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  Delaware  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 the best interest of the Company
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 General  Corporation  Law  requires  court
approval  before there can be any  indemnification  of expenses where the person
seeking indemnification has been found liable to the Company.

               The Restated Certificate of Incorporation  provides,  among other
things,  that each person who was or is made a party to, or is  threatened to be
made a party to, or is involved in, any action, suit, or proceeding by reason of
the fact that he or she is or was a director  or officer of the  Company (or was
serving at the request of the Company as a director, officer, employee, or agent
for another entity), will be indemnified and held harmless by the Company to the
full extent authorized by Delaware law against all expense,  liability,  or loss
(including attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties,
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 right to be paid by the  Company  for the  expenses
incurred in defending the proceedings  specified above in advance of their final
disposition.

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



Item 7.                    Exemption from Registration Claimed

                           Not applicable

Item 8. Exhibits

   Exhibit No.     Description

      4.1           1997  Non-Employee  Directors'  Non-Qualified  Stock  Option
                    Plan  of  the  Company   (filed  as  Exhibit  10(k)  to  the
                    Company's  Annual  Report  on Form  10-K for the year  ended
                    December 31, 1998 (the "1998 Form 10-K")).

      4.2           1997  Stock Plan for  Directors  of the  Company.  (filed as
                    Exhibit 10(l) to the 1998 Form 10-K).

      5.0           Opinion of Sheldon I. Cammaker, Esq.*

     15.0           Not Applicable

     23.1           Consent of Sheldon I.  Cammaker,  Esq.  (included in Exhibit
                    5 hereto).*

     23.2           Consent of Arthur Andersen LLP, Independent Public
                    Accountants.*

     25.1           Powers  of  attorney  (included  on  signature  page of this
                    Registration Statement).

----------------
* Filed herewith


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 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.

           (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 15(d) of the Securities
Exchange  Act of 1934,  as amended,  that is  incorporated  by  reference in the
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 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  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 the  Registrant 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, 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 the 31 day of March,
1999.

                               EMCOR GROUP, INC.

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

                                   POWER OF ATTORNEY

           KNOW ALL MEN BY THESE PRESENTS,  that each individual whose signature
appears below  constitutes  and appoints Frank T. MacInnis,  Sheldon I. Cammaker
and Leicle E. Chesser, or any of them, his true and lawful  attorney-in-fact and
agent 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 to
file the  same  with all  exhibits  thereto,  and all  documents  in  connection
therewith,   with  the  Securities  and  Exchange   Commission,   granting  said
attorney-in-fact  and agent 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 might or could do
in person,  hereby ratifying and confirming all that said  attorney-in-fact  and
agent or any of them, or their or his 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 on March 31,
1999 in the capacities indicated.
        Signatures                 Capacities in Which Signed


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


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


   /s/ Mark A. Pompa               Vice President and
Mark A. Pompa                      Controller


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


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

   /s/ Georges de Buffevent        Director
Georges de Buffevent


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


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


   /s/ Kevin C. Toner              Director
Kevin C. Toner





<PAGE>


                                    Exhibit 5



                                                                  March 31, 1999



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

Gentlemen:

        With  respect to the  Registration  Statement on Form S-8 filed by EMCOR
Group,  Inc.  with the  Securities  and Exchange  Commission  for the purpose of
registering under the Securities Act of 1993, as amended, 450,000 shares of your
Common Stock, par value $.01 per share, to be issued pursuant to the exercise of
stock options under your 1997 Non-Employee Directors' Non-Qualified Stock Option
Plan and the 1997 Stock Plan for Directors  (collectively,  the  "Plans"),  I am
acting as counsel for you.

        I wish to advise you that in my opinion the 450,000  shares to be issued
by you pursuant to options and  deferred  stock units  granted  under the Plans,
when  issued in  accordance  with the  respective  terms of the  Plans,  will be
legally issued, fully paid and non-assessable.

        I  consent  to  the  filing  of  this  opinion  as  an  exhibit  to  the
Registration  Statement  and to the  reference  to me under the  caption  "Legal
Matters" in the Prospectus.  In giving this consent, I do not thereby admit that
I am within the category of persons whose consent is required under Section 7 of
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

SIC:jb


<PAGE>



                                  Exhibit 23.2


                       CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this registration  statement of our report dated February 24, 1999,
included in EMCOR Group,  Inc.'s Form 10-K for the year ended December 31, 1998,
and to all references to our Firm included in this registration statement.







                               ARTHUR ANDERSEN LLP

Stamford, Connecticut,
March 31, 1999
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 58264}]
{"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": "333-75449", "film-number": "99584717"}, "business-address": {"street1": "101 MERRITT SEVEN CORPORATE PK", "street2": "7TH FLOOR", "city": "NORWALK", "state": "CT", "zip": "06851", "phone": "2038497800"}, "mail-address": {"street1": "101 MERRITT SEVEN CORPORATE PARK", "street2": "7TH 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"}]}
--------------------------------------------------------------------------------
                       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 (I.R.S. Employer
            of incorporation or organization) Identification Number)

                                101 Merritt Seven
                                Norwalk, CT 06851
                                 (203) 849-7800
           (Address of principal executive offices including zip code)

                          1997 NON-EMPLOYEE DIRECTORS'
              NON-QUALIFIED STOCK OPTION PLAN OF EMCOR GROUP, INC.
                                       and
               1997 STOCK PLAN FOR DIRECTORS OF EMCOR GROUP, INC.
                              (Full title of plan)

                                Frank T. MacInnis
                 Chairman of the Board, Chief Executive Officer
                                EMCOR Group, Inc.
                                101 Merritt Seven
                                Norwalk, CT 06851
               (Name and address of agent for service of process)
                                 (203) 849-7800
          (Telephone number, including area code of agent for service)
                                -----------------
                                     Copy to
                            Sheldon I. Cammaker, Esq.
                                EMCOR Group, Inc.
                                101 Merritt Seven
                                Norwalk, CT 06851
                                 (203) 849-7831
                                -----------------
CALCULATION OF REGISTRATION FEE

     ------------------- ---------------- ---------------- ------------------- -------------
                                             Proposed           Proposed
            Title of         Amount           Maximum      Maximum Aggregate      Amount of
             Shares           to be          Offering          Offering         Registration
             to be        Registered(1)      Price Per         Price (2)             Fee
           Registered                        Share(2)
     ------------------- ---------------- ---------------- ------------------- -------------
     ------------------- ---------------- ---------------- ------------------- -------------
Common Stock,        450,000        $16.78 per         $7,555,145          $2,100.33
       $.01 par value        shares            share
     ------------------- ---------------- ---------------- ------------------- -------------
----------
(1)  Consists  of 300,000  shares of Common  Stock of the  Registrant  which are
     issuable pursuant to options granted under the 1997 Non-Employee Directors'
     Non- Qualified  Stock Option Plan and 150,000 shares of Common Stock of the
     Registrant  which  are  issuable  pursuant  to  the  1997  Stock  Plan  for
     Directors.  This Registration Statement also covers an indeterminate number
     of shares of Common Stock which may be issuable by reason of stock  splits,
     stock dividends, or similar transactions.

(2)  This  price is  based on the  average  of the  high  and low  sales  prices
     reported on the NASDAQ  National Market System on March 29, 1999 an is used
     solely for the purpose of  determining  the  registrqation  fee pursuant to
     Rule 457(h).
12

                                   EXPLANATORY NOTE

        This Registration  Statement includes a form of prospectus to be used by
certain  persons  who may be deemed to be  affiliates  of EMCOR  Group,  Inc. in
connection  with the resale of shares of Common  Stock  received by such persons
pursuant to this Registration Statement.
Prospectus

                                   EMCOR GROUP, INC.
                                    450,000 Shares
                             Common Stock ($.01 par value)

        This Prospectus  relates to 450,000 shares of the common stock, $.01 par
value per share (the "Common Stock"),  of EMCOR Group, Inc. which may be offered
for sale from time to time for the account of selling  stockholders named herein
or such other  persons who may become  directors  of the Company  after the date
hereof (the  "Selling  Stockholders").  The Company  will not receive any of the
proceeds of this offering.  The Selling Stockholders may receive shares (i) upon
the exercise of certain options  heretofore or hereafter  granted to the Selling
Stockholders   pursuant   to  the   Company's   1997   Non-Employee   Directors'
Non-Qualified  Stock  Option Plan (the "1997 Stock  Option  Plan") and (ii) with
respect to deferred stock units  heretofore or hereafter  granted to the Selling
Stockholders pursuant to the Company's 1997 Stock Plan for Directors.

        The Common  Stock is traded on the Nasdaq  National  Market  Tier of the
Nasdaq Stock Market under the symbol "EMCG". On March 29, 1999, the closing sale
price of the Common Stock on the Nasdaq Stock Market was $16.75 per share.

        Shares may be sold by the Selling Stockholders  directly, or through one
or  more  broker-dealers,   in  the   over-the-counter   market,  in  negotiated
transactions or otherwise,  at prices related to the prevailing market prices or
at  negotiated  prices.  The  Selling  Stockholders  and any  broker-dealers  or
underwriters that participate with the Selling  Stockholders in the distribution
of the  Shares  may be deemed to be  "underwriters"  within  the  meaning of the
Securities  Act of 1933, as amended (the  "Securities  Act").  In such case, any
commissions  received by such  broker-dealers  or underwriters and any profit on
the  resale of the  Shares  purchased  by them may be deemed to be  underwriting
commissions or discounts under the Securities  Act. See "Plan of  Distribution."
The  Company  will pay all  expenses  incident to the  offering  and sale of the
Shares to the public other than commissions and discounts of  broker-dealers  or
underwriters.  To the extent required, the name of the Selling Stockholder,  the
number  of  Shares  to be  sold,  the  purchase  price,  the  name  of any  such
broker-dealer  or underwriter and any applicable  commissions  with respect to a
particular  offer will be set forth in an  accompanying  Prospectus  Supplement.
Shares covered by this Prospectus may be sold either pursuant to this Prospectus
or pursuant to Rule 144 under the Securities Act.

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

        For information relating to certain investment  considerations  relating
to the Common Stock, see "Risk Factors" on page 7.

                                    --------------
Neither the Securities and Exchange Commission nor any state securities
          commission approved or disapproved these securities or determined if
           this prospectus is truthful or complete. Any representation to the
                            contrary is a criminal offense.

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

        The  information in this  Prospectus is not complete and may be changed.
The Selling  Stockholders  may not sell these  securities until the registration
statement filed with the Securities and Exchange  Commission is effective.  This
Prospectus is not an offer to sell these  securities and it is not soliciting an
offer to buy  these  securities  in any  state  where  the  offer or sale is not
permitted

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

                        The date of this Prospectus is March 31, 1999

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

                                   TABLE OF CONTENTS

                                                             Page

                       Incorporation of Certain Documents by
                         Reference.........................     5
                       Available Information...............     5
                       General Information.................     6
                       Risk Factors........................     7
                       Selling Stockholders................    11
                       Plan of Distribution ...............    12
                       Legal Matters.......................    13
                       Experts.............................    13
                       Indemnification.....................    13

                               --------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The  Securities  and Exchange  Commission  (the  "Commission"  or "SEC")
allows the Company to  "incorporate  by reference" the  information we file with
them, which means that we can disclose important information to you by referring
you to the  other  information  we have  filed  with  the SEC.  The  information
incorporated by reference is considered to be part of the Prospectus,  and later
information  filed with the SEC will  automatically  update and  supersede  this
information.

        We  incorporate  by  reference  the  documents  listed  below and future
filings  made  with the SEC  under  Sections  13(a),  13(c),  14 or 15(d) of the
Securities  Exchange  Act of 1934 (the  "Exchange  Act") until this  offering is
complete:

        (i)  the Company's  Annual Report on Form 10-K for the fiscal year ended
             December 31, 1998 (the "1998 10-K");

        (ii) the   description  of  Common  Stock  contained  in  the  Company's
             Registration Statement on Form 10/A as filed with the Commission on
             August 11, 1995; and

        (iii)the  description of the Preferred  Stock contained in the Company's
             Registration Statement on Form 8-A filed on March 5, 1997.

        The  Company  will  provide  without  charge to any  person to whom this
Prospectus is delivered,  including any beneficial  owner,  upon written or oral
request of such person,  a copy of any or all of the  information  that has been
incorporated  by  reference  in this  Prospectus,  other than  exhibits  to such
documents,  unless such exhibits are specifically incorporated by reference into
the information that has been so  incorporated.  Requests for such copies should
be directed to  Secretary,  EMCOR  Group,  Inc.,  101  Merritt  Seven,  Norwalk,
Connecticut 06851.

                                 AVAILABLE INFORMATION

        The Company is subject to the informational requirements of the Exchange
Act and in accordance  therewith  files reports and other  information  with the
Commission.  Such reports and other  information  can be inspected and copied at
the public reference  facilities of the Commission,  Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and its regional offices located
at 500 West Madison  Street,  14th Floor,  Chicago,  Illinois  60661 and 7 World
Trade Center, Suite 1300, New York, New York 10048. Copies of such material also
can be obtained by mail from the Public Reference Section of the Commission,  at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,  Washington,  D.C. 20549, at
the   prescribed   rates  or  you  can  obtain   them  by  calling  the  SEC  at
1-800-SEC-0330.  The Commission also maintains a website that contains  reports,
proxy and information statements and other information.  The website address is:
http:/www.sec.gov.

        The  Common  Stock is traded on the Nasdaq  National  Tier of the Nasdaq
Stock Market under the symbol "EMCG".  Reports and other information  concerning
the Company can be inspected at the offices of the Nasdaq Stock  Market,  Nasdaq
Regulatory Filings, 1735 K Street, NW, Washington, DC 20006-1500.

        The  Registration  Statement on Form S-8 and the  Exhibits  thereto (the
"Registration  Statement")  filed with the  Commission  under the Securities Act
contains additional  information regarding the Company and the 1997 Stock Option
Plan and the 1997 Stock Plan for Directors  (collectively,  the "Plans") and you
should  refer  to  such  Registration  Statement  if you  want  such  additional
information.  The  Registration  Statement  and  the  Exhibits  thereto  may  be
inspected  without  charge at the office of the  Commission at 450 Fifth Street,
N.W.  Washington,  D.C.  20549  and  copies  thereof  may be  obtained  from the
Commission upon payment of the prescribed fees.

                                  GENERAL INFORMATION

        The Company is the largest  mechanical and electrical  construction  and
facilities  services firm in the United States and Canada and one of the largest
in the United  Kingdom and the world with 1998 revenues  totaling more than $2.2
billion.
Worldwide, the Company employs approximately 15,000 people.

        The Company  specializes in the design,  integration,  installation  and
start-up of:

      o  distribution  systems for  electrical  power  (including  power cables,
         conduits, distribution panels, transformers,generators, uninterruptible
         power supply systems and related switch gear and controls);

      o  lighting systems, including fixtures and controls;

      o  low-voltage  systems,  including  fire  alarm,  security,  and  process
         control systems;

      o  voice and data communications  systems,  including  fiber-optic and low
         voltage copper cabling;

      o  heating,  ventilation,  air  conditioning, refrigeration and clean-room
         process ventilation systems; and

      o  plumbing, process and high-purity piping systems.

        The foregoing services generally fall into one of two categories:

        (i)    large   installation   projects  with  contracts   often  in  the
               multi-million dollar range which are performed in connection with
               construction   of  industrial   and   commercial   buildings  and
               institutional  and public works facilities or with the fit-out of
               large blocks of space within commercial buildings; and

        (ii)   smaller   installation   projects  typically  involving  fit-out,
               renovation and retrofit work.

        The Company also provides  services to support a customer's  facilities.
These  services,  frequently  referred to as  facilities  services,  include the
provision of technical support services to our customers,  following  completion
of  construction  projects,  such as  maintenance  and service of mechanical and
electrical systems and small modification and retrofit projects that support the
day-to-day needs of our customers. In addition, services are provided to owners,
operators,  tenants and managers of  facilities  of all types on both a contract
basis for a specified period of time and on an individual task order basis.

        Facilities   services  also  include   customer-based   operations   and
maintenance,  mobile  maintenance,  service,  small  modification  and  retrofit
projects, consulting, program development and management for energy systems, and
maintenance  activities.  We provide  services  to a wide  range of  commercial,
industrial and institutional  facilities,  including those for which we provided
construction  services  and for which  construction  services  were  provided by
others.  The  services  are  frequently  bundled to provide  integrated  service
packages and may include  services in addition to the Company's core  mechanical
and electrical services.

        The Company has experienced  increased  demand for such support services
which it  believes  is  driven  by  customers'  downsizing  programs  and  their
concomitant focus on core competencies,  the increasing  technical complexity of
their  facilities  and their  mechanical,  electrical,  voice and data and other
systems,  and the need for increased  reliability,  especially in mechanical and
electrical  systems.  These  trends have led to  outsourcing  and  privatization
programs  whereby  customers  in both the  private  and public  sectors  seek to
contract out their non-core  activities  (i.e. those activities that support but
are not directly involved in the customer's business.)

     The Company was  incorporated  in Delaware on March 31, 1987. The Company's
principal executive offices are located at 101 Merritt Seven, Norwalk, CT 06851,
and its telephone number is (203) 849-7800.  The Company  maintains a website at
www.emcorgroup.com.

                                     RISK FACTORS

        Prospective  investors should carefully  consider all of the information
set forth in or incorporated by reference in this Prospectus and, in particular,
the following specific risk factors in evaluating an investment in the Company's
common stock.

        Competition.   The  business  in  which  the  Company   participates  is
competitive. Much of the Company's revenues arise from jobs which are awarded on
the  basis  of  competitive  bids;  however,  an  invitation  to  bid  is  often
conditioned upon prior experience,  technical capability and financial strength.
The Company competes with national,  regional and local companies.  There can be
no  assurance,  however,  that the Company  will compete  successfully  with its
existing competitors or with any new competitors.  The highly competitive nature
of the mechanical and electrical  construction  services  operations  forces the
Company to charge  competitive  market rates for its services  which  results in
narrow  operating  margins.  Any  reduction  in operating  margins  could have a
material impact on the financial condition of the Company.

        Risks of Fixed Price Contracts; Bid and Performance Bonds. Approximately
75% of the Company's U.S. mechanical and electrical  construction  contracts are
fixed price contracts.  The Company's  profitability in this market is therefore
dependent on its ability to predict  accurately  the costs  associated  with its
services.  Some of these costs may be affected by factors  beyond the  Company's
control. If the Company is unable to predict accurately the costs of fixed price
contracts,  certain  projects could have lower margins than  anticipated,  which
could have a material  adverse effect on the Company's  results of operations or
financial condition.

        Often  institutional  and public works projects are  long-term,  complex
projects that require bid and performance  bonds. There can be no assurance that
the Company will be able to obtain bid and  performance  bonds in the future and
the inability to procure such bonds could have a material  adverse effect on the
Company's business, operating results and financial condition.

     Net Operating Loss  Carryforwards.  The Company and its  subsidiaries  have
federal net operating loss ("NOL")  carryforwards of approximately $150 million,
which are available to reduce future federal  income taxes.  It is possible that
certain changes in the Company's  ownership,  including prior ownership  changes
and future issuances of securities of the Company, could result in the Company's
having a change of ownership  under  Section 382 of the Internal  Revenue  Code.
Generally,  Section  382  limits  the  amount of NOL  carryforwards  that can be
utilized in any year to offset taxable income following a change in control of a
corporation. If such a change of control occurs, the Company would be limited in
the  amount of its NOLs it could  utilize  annually  to an  amount  equal to the
equity value of the Company  immediately  prior to the change  multiplied by the
long-term  tax  exempt  rate in  effect  for the month in which  such  change of
control occurs.  This limitation  could delay use of the NOLs and might preclude
their full utilization.  The NOLs expire,  if unused,  between 2007 and 2010. In
addition,  the NOL  carryforwards  are subject to adjustment  upon review by the
Internal  Revenue  Service.  See  Note  G of  Notes  to  Consolidated  Financial
Statements  included in the Company's Annual Report on Form 10-K incorporated by
reference herein.

        Cyclicality and Seasonality.  Our mechanical and electrical construction
operations are cyclical and  influenced by various  economic  factors  including
interest  rates and general  fluctuations  of the business  cycle.  Although the
Company  provides these services to a broad range of commercial,  industrial and
institutional  customers  around  the  world,  cyclicality  of the  construction
industry and instability of general  economic  conditions  could have an adverse
effect on the Company's  revenues and  profitability.  The Company is seeking to
expand its facilities  services  activities in North America which would be less
susceptible  to downswings  in the economy than the more  cyclical  construction
market. In addition, our mechanical and electrical  construction  operations are
subject to  seasonal  variations.  Specifically,  the  demand  for  construction
services  is lower  during  winter  months  as a  result  of  inclement  weather
conditions.  Accordingly,  the  Company's  revenues  and  operating  results are
generally lower in the first and second quarters.

        Variability of Quarterly  Operating Results.  The Company's revenues and
operating  results  also vary from quarter to quarter as a result of a number of
factors,  including  installation  projects  commenced  and  completed  during a
quarter,  the  number of  business  days in a quarter  and the size and scope of
projects.  Because a significant  portion of the Company's expenses are fixed, a
variation in the number of projects,  progress on projects, or the timing of the
initiation  or the  completion of projects can cause  significant  variations in
operating results from quarter to quarter.

        Expansion  of  Facilities  Services  Business.  Part  of  the  Company's
strategy  is to  expand  its  facilities  services  activities.  There can be no
assurance that the Company will be able to identify attractive  opportunities in
this market, or obtain additional significant contracts for its services. If the
North American market for facilities  services fails to develop or develops more
slowly  than  the  Company   anticipates,   the  Company's  facilities  services
operations could become financially burdensome to maintain. This could adversely
affect the Company's business, financial condition and results of operations.

        The  Company  also  intends  to pursue  the  acquisition  of  additional
facilities services businesses as part of its growth strategy.  However,  due to
increased competition for acquisition candidates, there can be no assurance that
the Company will be able to identify and acquire additional  facilities services
businesses at attractive  prices,  profitably  manage  additional  businesses or
successfully   integrate  any  acquired  businesses  into  the  Company  without
substantial costs, delays, or other operational or financial problems.

        Absence of  Dividends.  The  Company  does not  anticipate  paying  cash
dividends on its Common Stock in the foreseeable  future.  The Company's working
capital credit facility limits the payment of dividends on its Common Stock.

        Certain Litigation  Proceedings.  The Company's  subsidiary  Dynalectric
Company  ("Dynalectric")  is a  party  to an  arbitration  proceeding  in  which
Computran  Systems  Corp.  ("Computran")  is  seeking to  recover  damages  from
Dynalectric in connection with  Dynalectric's  participation  in a joint venture
with Computran.  Dynalectric  believes that Computran's claims are without merit
and  has  been  defending  this  matter   vigorously.   Dynalectric   has  filed
counterclaims against Computran. The arbitration was completed in November, 1998
and we are awaiting a decision.

        In February  1995,  as part of an  investigation  by the New York County
District  Attorney's  office into the business  affairs of Herbert  Construction
Company  ("Herbert"),  a  general  contractor  that then did  business  with the
Company's subsidiary,  Forest Electric Corporation ("Forest"),  a search warrant
was  executed  at  Forest's  executive  offices.  At that time,  the Company was
informed  that Forest and certain of its officers are targets of the  continuing
investigation.  Forest performs electrical contracting services primarily in the
New  York  City  commercial   market  and  is  one  of  the  Company's   largest
subsidiaries.  Neither the  Company  nor Forest has been  advised of the precise
nature of any suspected violation of law by Forest or its officers.  On April 7,
1997,  Ted Kohl,  a  principal  of  Herbert,  pled  guilty to one count of money
laundering, one count of offering a false instrument for filing and one count of
filing a false New York State Resident Income Tax Return. DPL Interiors, Inc., a
Company allegedly owned by Mr. Kohl, also pled guilty to one count of failing to
file New York City General Income Tax Returns. Mr. Kohl and DPL Interiors, Inc.
have not yet been sentenced.

        On July 31,  1998 a former  employee  of a  subsidiary  of EMCOR filed a
class-action  complaint on behalf of the  participants  in two employee  benefit
plans  sponsored  by the Company  against the Company and other  defendants  for
breach of fiduciary duty under the Employee  Retirement Income Security Act. All
of the claims  relate to alleged acts or  omissions  which  occurred  during the
period May 1, 1991 to December 1994. The principal  allegations of the complaint
are that the defendants  breached their fiduciary duties by causing the plans to
purchase and hold stock of the Company  (when it was then known as JWP INC.) and
when the  defendants  knew or should have known it was  imprudent  to do so. The
plaintiff  has not made  claim  for a  specific  dollar  amount of  damages  but
generally  seeks to recover for the benefit plans the loss in value of JWP stock
held by the plans.  The Company and the other  defendants  intend to  vigorously
defend the case.  Insurance  coverage may be applicable  under a Company pension
trust  liability  insurance  policy for the Company and those present and former
employees of EMCOR who are defendants in the action.

        Substantial settlements or damage judgments arising out of these matters
could  have a  material  adverse  effect on the  Company's  business,  operating
results and financial condition.

        Certain  Antitakeover  Effects.  The Company's  Restated  Certificate of
Incorporation, Amended and Restated By-Laws and the Delaware General Corporation
Law include  provisions that may be deemed to have antitakeover  effects and may
delay,  defer or prevent a takeover attempt that stockholders  might consider to
be in their best interests.  The Company's Restated Certificate of Incorporation
provides that stockholders may not act by written consent. The Company's Amended
and Restated By-Laws provide that annual and special  stockholders  meetings may
be called only by an officer of the Company instructed by the Board of Directors
to call  such  meetings.  In  addition,  the  Company's  Board of  Directors  is
authorized  to issue  "blank-check"  preferred  stock  which  could  render more
difficult or discourage an attempt to obtain  control of the Company by means of
a tender  offer,  merger,  proxy  contest or otherwise and could have an adverse
effect on the market price of the Common Stock.  The Company has no present plan
to issue any shares of Preferred  Stock. In addition,  the Company has adopted a
stockholder  rights plan which is designed to discourage hostile takeover offers
for the Company by threatening  significant dilution of the bidder's interest in
the Company upon the occurrence of certain triggering events.

        Dependence on Senior Management.  The Company's business is managed, and
its  business  strategies  formulated,  by a  relatively  small  number  of  key
executive officers and other personnel. The loss of these key management persons
could have a material adverse effect on the Company.

        Year 2000 Issue;  Computer System Upgrade.  The Year 2000 issue concerns
the  potential  inability of certain  systems to properly  recognize and process
date sensitive  information  beyond January 1, 2000. The Company has performed a
comprehensive review of its internal  application systems ("Internal  Systems"),
including  information  technology ("IT") and Non-IT systems,  to identify those
systems  that could be  affected  by the Year 2000 issue (the  "Issue")  and has
developed a plan to resolve the Issue.  The Company is utilizing  both  internal
and external resources to identify,  correct or reprogram,. and test its systems
to ensure Year 2000 compliance.

        The Company  estimates  that it is  approximately  75% complete with its
Internal  Systems'  modifications  and  expects  the  balance  of  any  required
modifications  to be  completed  by mid 1999.  Cost  estimates  of  testing  and
converting  system  applications  range  from  $1.0  million  to  $2.0  million.
Modification  costs will be expensed as incurred and costs of new software  will
be  capitalized  and  amortized  over the  expected  useful  life of the related
software.

        The Company  expects its Year 2000  conversion  project to be  completed
before  January 1, 2000.  While the Company  believes its  planning  efforts are
adequate  to  address  its year 2000  concerns,  the  Company's  operations  and
financial  results  could be  adversely  impacted  by the Year 2000 issue if the
conversion  schedule and cost  estimate for its Internal  Systems are not met or
suppliers and other  businesses  on which the Company  relies do not address the
Issue  successfully.  The Company is requesting that its  significant  suppliers
confirm  that they  have  plans  achieving  Year 2000  compliance.  The  Company
continues to assess these risks in order to reduce an impact on the Company.

        The  Company  has not  yet  been  able  to  clearly  identify  the  most
reasonably likely worst case scenarios and the appropriate contingency plans for
such scenarios.  As the Company completes all phases of its Year 2000 conversion
project,  it will prepare  contingency plans to deal with  noncompliant  systems
where it determines the risks of noncompliance are significant.

        Based on currently available  information,  the Company does not believe
that the matters  discussed above related to its Internal Systems or to services
provided  to  customers  will have a material  adverse  impact on the  Company's
financial  condition or overall trends in results of operations;  however, it is
uncertain  to what  extent the  Company  may be  affected  by such  matters.  In
addition,  there  can be no  assurance  that the  failure  to  ensure  year 2000
capability  by a  supplier,  customer  or another  third  party would not have a
material adverse effect on the Company.

        Price  Volatility of Common Stock. The trading price of the Common Stock
could  be  subject  to  wide  fluctuations  in  response  to  quarter-to-quarter
variations  in  operating  results,  changes in earnings  estimates by analysts,
announcements   of  acquisitions  or  new  strategies  by  the  Company  or  its
competitors,  general  conditions  in the economy or in the markets in which the
Company operates or other developments affecting the Company, its clients or its
competitors, some of which may be unrelated to the Company's performance.  These
conditions  could  materially  adversely  affect the market  price of the Common
Stock.

                                 SELLING STOCKHOLDERS

        Each of the Selling Stockholders is a director or former director of the
Company;  accordingly,  such persons may be deemed  "affiliates"  of the Company
within the meaning of the Securities  Act. The following  table sets forth as of
February 28, 1999 certain information with regard to the beneficial ownership of
the Common Stock by the Selling  Stockholders.  In addition,  certain members of
the Board of  Directors  of the  Company  may be granted  additional  options to
purchase  shares of Common  Stock  pursuant  to the 1997  Stock  Option  Plan or
additional  deferred  stock units  pursuant to the 1997 Stock Plan for Directors
and,  upon  receipt of shares upon  exercise of such options or pursuant to such
deferred  stock  units,  may sell such shares of Common  Stock  pursuant to this
Prospectus.
Number of       Number of             
                                                                    Shares           Shares             
Name                                                            Owned Prior to      Offered              Shares Owned After Offering
                                                                  Offering(2)      Hereby(3)
                                                                                                          Number          Percentage
Stephen W. Bershad ....................................           42,402              32,402              15,000              *

David A. B. Brown .....................................           25,902              24,902               1,000              *

Georges L.de Buffevent ................................           12,324(5)           12,324(5)              -0-              *

Albert Fried, Jr ......................................           28,909              18,902              10,007(4)           *

Richard F. Hamm Jr ....................................           13,077              13,077                 -0-              *

Malcolm  T. Hopkins(1) ................................           28,300(5)           10,000              18,300(5)           *
                                                                                                          
Kevin C. Toner ........................................           26,902              21,902               5,000             ___
-------------------------------------------------------           ------              ------              ------            
------

Total                                                            177,816             141,809              36,007
---------------

*  Less than one per cent.

(1) Mr.  Hopkins did not stand for  re-election  as a director of the Company at
    the June 1998 annual meeting of stockholders.

(2) Includes all shares of Common Stock held by the Selling  Stockholders  as of
    February 28, 1999 and assumes exercise of all vested options held as of such
    date to purchase shares of Common Stock granted to the Selling  Stockholders
    pursuant to the 1997 Option  Plan  and/or the 1995  Non-Employee  Directors'
    Non-Qualified Stock Option Plan.

(3) Assumes  offer and sale of all the  shares of Common  Stock  eligible  to be
    offered and sold hereby by the Selling Stockholders.

(4) Includes 10,007 shares of Common Stock owned by Albert Fried & Company, LLC,
    of which Mr. Albert Fried, Jr. is the Managing Member.

(5) Includes in the case of Mr. de Buffevent 330 deferred stock units and in the
    case of Mr.  Hopkins  1,800  deferred  stock  units  issued  under  the 1997
    Director's Stock Plan.

                                 PLAN OF DISTRIBUTION

        The sale of the Shares by the  Selling  Stockholders  may be carried out
from  time to time  directly  or  through  one or  more  broker-dealers,  in the
over-the-counter  market, in negotiated  transactions or otherwise, or through a
combination of such methods of sale, at fixed prices,  which may be changed,  at
market  prices  prevailing  at the  time of  sale,  at  prices  related  to such
prevailing market prices or at negotiated prices.  The Selling  Stockholders may
carry out such  transactions by selling the Shares to or through  broker-dealers
or   underwriters,   and  such   broker-dealers   or  underwriters  may  receive
compensation  in the form of  discounts,  concessions  or  commissions  from the
Selling  Stockholders  and/or  the  purchasers  of  the  Shares  for  whom  such
broker-dealers  may act as agents or to whom  they  sell as  principal,  or both
(which  compensation  as to a  particular  broker-dealer  may  be in  excess  of
customary  compensation).  None of the proceeds of the sale of the Shares by the
Selling Stockholders will be received by the Company.

        The Selling  Stockholders and any  broker-dealers  or underwriters  that
participate with the Selling  Stockholders in the distribution of the Shares may
be deemed to be  "underwriters"  within  the  meaning  of  Section  2(11) of the
Securities  Act,  in which  event  any  discounts,  concessions  or  commissions
received by such  broker-dealers or underwriters and any profit on the resale of
the Shares  purchased by them may be deemed to be  underwriting  commissions  or
discounts under the Securities Act. To the extent required, the number of Shares
to be  sold,  the  purchase  price,  the  name  of  any  such  broker-dealer  or
underwriter  and any  applicable  discounts,  concessions  or  commissions  with
respect to a particular  offer will be set forth in an  accompanying  Prospectus
Supplement.

        In order to comply with certain state  securities  laws, if  applicable,
the  Shares  will be  sold in such  jurisdictions  only  through  registered  or
licensed  brokers  or  dealers.  In certain  states,  the Shares may not be sold
unless the Shares have been  registered  or qualified for sale in such states or
an exemption or qualification is available and is complied with.

                                     LEGAL MATTERS

        The  validity  of the  shares of Common  Stock  offered  hereby has been
passed  upon for the  Company  by Sheldon I.  Cammaker,  General  Counsel of the
Company,  101 Merritt Seven,  Norwalk,  Connecticut 06851. Mr. Cammaker has been
granted  options to purchase  70,000  shares of Common Stock under the Company's
1994 Management Stock Option Plan.

                                        EXPERTS

        The audited consolidated financial statements  incorporated by reference
in this Prospectus and elsewhere in the Registration Statement have been audited
by Arthur Andersen LLP,  independent public  accountants,  as indicated in their
reports with  respect  thereto,  and are  incorporated  by  reference  herein in
reliance upon the  authority of said firm as experts in accounting  and auditing
in giving said reports.

                                    INDEMNIFICATION

        Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") and Article VI of the Company's By-laws provides for the indemnification
under certain  conditions of directors  and officers,  acting in their  official
capacities. In addition, the Company has entered into indemnification agreements
with the directors and certain officers of the Company.

        Insofar as indemnification  for liabilities arising under the Securities
Act may be  permitted  to  directors,  officers  or  controlling  persons of the
Company  pursuant to the DGCL, the Company's  By-laws or otherwise,  the Company
has been informed that in the opinion of the Commission, such indemnification is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.
--------------------------

                                   450,000 Shares

                                  EMCOR GROUP, INC.

                                    Common Stock

                                      ---------
                                     Prospectus

                                    March 31, 1999

                            ----------------------------
PART I

                 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Note: The documents  containing the information  specified in Part I of Form S-8
will be sent or given to participants as specified by Rule 428(b)(1) promulgated
under the  Securities  Act of 1933,  as amended  (the  "Securities  Act").  Such
documents  need not be filed with the Securities  and Exchange  Commission  (the
"Commission")  either as part of this Registration  Statement or as prospectuses
or prospectus  supplements  pursuant to Rule 424 under the Securities Act. These
documents  and the  documents  incorporated  by reference  in this  Registration
Statement  pursuant  to  Item 3 of Part II of this  Form  S-8,  taken  together,
constitute  a prospectus  that meets the  requirements  of Section  10(a) of the
Securities Act. See Rule 428(a)(1) under the Securities Act.

        This Registration Statement on Form S-8 of EMCOR Group, Inc., a Delaware
corporation (the "Company"), covers an aggregate 450,000 shares of the Company's
Common  Stock,  par value  $0.01 per  share,  reserved  for  issuance  under the
Company's 1997  Non-Employee  Directors Non- Qualified Stock Option Plan and the
Company's 1997 Stock Plan for Directors.
PART II

                              INFORMATION REQUIRED IN THE
                                REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

        The following  documents  filed by the Company with the  Commission  are
incorporated herein by reference:

        (a)    The  Company's  Annual  Report on Form 10-K for the  fiscal  year
               ended December 31, 1998.

        (b)    All other reports filed pursuant to Section 13(a) or 15(d) of the
               Securities Exchange Act of 1934, as amended (the "Exchange Act"),
               since the end of the fiscal  year  covered  by the Annual  Report
               referred to in (a) above.

        (c)    The description of the Company's  Common Stock,  $0.01 par value,
               contained in the  Company's  Registration  Statement on Form 10/A
               under the Exchange Act,  filed with the  Commission on August 11,
               1995.

        (d)    The description of the Preferred Stock contained in the Company's
               Registration Statement on Form 8-A filed on March 5, 1997.

           All documents  subsequently filed by the Company pursuant to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters  all securities  then remaining  unsold shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of filing of such reports and documents.

Item 4. Description of Securities

           Not applicable.

Item 5. Interest of Named Experts and Counsel

           Sheldon I. Cammaker,  Executive Vice  President,  General Counsel and
Secretary  of the  Company,  has  provided  an opinion to the  Company as to the
validity of the shares of Common Stock of the Company,  being registered by this
Registration  Statement  on Form S-8. Mr.  Cammaker has been granted  options to
purchase 70,000 shares of Common Stock under the Company's 1994 Management Stock
Option Plan.

Item 6. Indemnification of Directors and Officers

        The Company's Restated Certificate of Incorporation  provides, as do the
charters of many other publicly held companies,  that the personal  liability of
directors  of the Company to the  Company is  eliminated  to the maximum  extent
permitted by Delaware law. The Restated Certificate of Incorporation and By-Laws
provide for the  indemnification  of the  directors,  officers,  employees,  and
agents  of the  Company  and its  subsidiaries  to the full  extent  that may be
permitted by Delaware law from time to time, and the By-Laws provide for various
procedures relating thereto.  Certain provisions of the Restated  Certificate of
Incorporation  protect the Company's  directors  against personal  liability for
monetary damages resulting from breaches of their fiduciary duty of care, except
as set forth below. Under Delaware 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.  The  Restated  Certificate  of  Incorporation
absolves  directors of liability  for  negligence  in the  performance  of their
duties,  including gross  negligence.  However,  the Company's  directors remain
liable  for   breaches  of  their  duty  of  loyalty  to  the  Company  and  its
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.   The  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  Delaware  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 the best interest of the Company
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 General  Corporation  Law  requires  court
approval  before there can be any  indemnification  of expenses where the person
seeking indemnification has been found liable to the Company.

               The Restated Certificate of Incorporation  provides,  among other
things,  that each person who was or is made a party to, or is  threatened to be
made a party to, or is involved in, any action, suit, or proceeding by reason of
the fact that he or she is or was a director  or officer of the  Company (or was
serving at the request of the Company as a director, officer, employee, or agent
for another entity), will be indemnified and held harmless by the Company to the
full extent authorized by Delaware law against all expense,  liability,  or loss
(including attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties,
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 right to be paid by the  Company  for the  expenses
incurred in defending the proceedings  specified above in advance of their final
disposition.

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

Item 7.                    Exemption from Registration Claimed

                           Not applicable

Item 8. Exhibits

   Exhibit No.     Description

      4.1           1997  Non-Employee  Directors'  Non-Qualified  Stock  Option
                    Plan  of  the  Company   (filed  as  Exhibit  10(k)  to  the
                    Company's  Annual  Report  on Form  10-K for the year  ended
                    December 31, 1998 (the "1998 Form 10-K")).

      4.2           1997  Stock Plan for  Directors  of the  Company.  (filed as
                    Exhibit 10(l) to the 1998 Form 10-K).

      5.0           Opinion of Sheldon I. Cammaker, Esq.*

     15.0           Not Applicable

     23.1           Consent of Sheldon I.  Cammaker,  Esq.  (included in Exhibit
                    5 hereto).*

     23.2           Consent of Arthur Andersen LLP, Independent Public
                    Accountants.*

     25.1           Powers  of  attorney  (included  on  signature  page of this
                    Registration Statement).

----------------
* Filed herewith

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 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.

           (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 15(d) of the Securities
Exchange  Act of 1934,  as amended,  that is  incorporated  by  reference in the
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 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  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 the  Registrant 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, 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 the 31 day of March,
1999.

                               EMCOR GROUP, INC.

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

                                   POWER OF ATTORNEY

           KNOW ALL MEN BY THESE PRESENTS,  that each individual whose signature
appears below  constitutes  and appoints Frank T. MacInnis,  Sheldon I. Cammaker
and Leicle E. Chesser, or any of them, his true and lawful  attorney-in-fact and
agent 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 to
file the  same  with all  exhibits  thereto,  and all  documents  in  connection
therewith,   with  the  Securities  and  Exchange   Commission,   granting  said
attorney-in-fact  and agent 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 might or could do
in person,  hereby ratifying and confirming all that said  attorney-in-fact  and
agent or any of them, or their or his 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 on March 31,
1999 in the capacities indicated.
        Signatures                 Capacities in Which Signed

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

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

   /s/ Mark A. Pompa               Vice President and
Mark A. Pompa                      Controller

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

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

   /s/ Georges de Buffevent        Director
Georges de Buffevent

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

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

   /s/ Kevin C. Toner              Director
Kevin C. Toner
Exhibit 5

                                                                  March 31, 1999

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

Gentlemen:

        With  respect to the  Registration  Statement on Form S-8 filed by EMCOR
Group,  Inc.  with the  Securities  and Exchange  Commission  for the purpose of
registering under the Securities Act of 1993, as amended, 450,000 shares of your
Common Stock, par value $.01 per share, to be issued pursuant to the exercise of
stock options under your 1997 Non-Employee Directors' Non-Qualified Stock Option
Plan and the 1997 Stock Plan for Directors  (collectively,  the  "Plans"),  I am
acting as counsel for you.

        I wish to advise you that in my opinion the 450,000  shares to be issued
by you pursuant to options and  deferred  stock units  granted  under the Plans,
when  issued in  accordance  with the  respective  terms of the  Plans,  will be
legally issued, fully paid and non-assessable.

        I  consent  to  the  filing  of  this  opinion  as  an  exhibit  to  the
Registration  Statement  and to the  reference  to me under the  caption  "Legal
Matters" in the Prospectus.  In giving this consent, I do not thereby admit that
I am within the category of persons whose consent is required under Section 7 of
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

SIC:jb
Exhibit 23.2

                       CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference in this registration  statement of our report dated February 24, 1999,
included in EMCOR Group,  Inc.'s Form 10-K for the year ended December 31, 1998,
and to all references to our Firm included in this registration statement.

                               ARTHUR ANDERSEN LLP

Stamford, Connecticut,
March 31, 1999