Doc#: NY6: 107920.3

                                                           Registration No. 333-

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

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

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

                                EMCOR Group, Inc.
             (Exact name of registrant as specified in its charter)
               Delaware                                         11-2125338
    (State or other jurisdiction of                           (IRS Employer
    incorporation or organization)                           Identification No.)

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

                 EMCOR Group, Inc. Employee Stock Purchase Plan
                            (Full title of the plan)

                                Frank T. MacInnis
                Chairman of the Board and Chief Executive Officer
                                EMCOR Group, Inc.
                        301 Merritt Seven Corporate Park
                             Norwalk, CT 06851-1060
                                 (203) 849-7800
  (Name, address, telephone number, including area code, of agent for service)
                                 with a copy to:
                            Sheldon I. Cammaker, Esq.
             Executive Vice President, General Counsel and Secretary
                                EMCOR Group, Inc.
                        301 Merritt Seven Corporate Park
                             Norwalk, CT 06851-1060
                                 (203) 849-7800

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE


<S>                             <C>                 <C>                          <C>                           <C>
------------------------------- ------------------- ---------------------------- ----------------------------- ------------------
    Title of Each Class of         Amount to be       Proposed Maximum                  Proposed Maximum       Amount of
  Securities to be Registered      Registered(1)      Offering Price              Aggregate Offering Price(2)  Registration Fee
                                                      Per Share(2)
------------------------------- ------------------- ---------------------------- ----------------------------- ------------------
Common Stock, par value           3,000,000 shares    $29.93                      $89,790,000                  $3,528.75
$0.01 per share
------------------------------- ------------------- ---------------------------- ----------------------------- ------------------
</TABLE>

(1)  Together  with an  indeterminate  number of  additional  shares that may be
     necessary to adjust the number of shares  reserved  for issuance  under the
     EMCOR Group,  Inc.  Employee  Stock Purchase Plan as a result of any future
     stock split, stock dividend or similar adjustment of the outstanding Common
     Stock.

(2)  Estimated  pursuant  to Rule  457(h) of the  Securities  Act solely for the
     purpose of calculating the registration  fee, and based upon the $29.93 per
     share  average of the high and low sales  price of the Common  Stock on the
     New York Stock  Exchange on July 29, 2008 (a date within five business days
     prior to the date of filing the Registration Statement).
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

                                    PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

     1.   Our Annual Report on Form 10-K for the fiscal year ended  December 31,
          2007, which contains our audited  financial  statements for the fiscal
          year ended December 31, 2007.

     2.   All other  reports  filed by us pursuant to Section  13(a) or 15(d) of
          the Securities  Exchange Act of 1934, as amended (the "Exchange Act"),
          since December 31, 2007.

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

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

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

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Sheldon I. Cammaker,  our Executive  Vice  President,  General  Counsel and
Secretary, has provided an opinion to us as to the validity of the shares of our
common stock being  registered by this  Registration  Statement on Form S-8. Mr.
Cammaker may participate in the EMCOR Group, Inc. Employee Stock Purchase Plan.

Item 6.  Indemnification of Directors and Officers.

     Our Restated Certificate of Incorporation  provides,  as do the charters of
many other publicly held companies, that the personal liability of our directors

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

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

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

     We are a party to an  indemnification  agreement with each of our directors
and executive  officers.  These  indemnification  agreements  provide for, among
other things, the  indemnification by us of our directors and executive officers
to the fullest extent  permitted by law and the  advancement of attorneys'  fees
and expenses.  The agreements also state that in the event of a potential change
in control,  we shall establish  trusts,  which are irrevocable  except upon the
indemnitees'   written  consent,   to  fund  our   indemnification   obligations
thereunder.
<PAGE>
     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors and officers and persons  controlling  us pursuant
to the above  provisions,  we have been advised that, in the opinion of the SEC,
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. We carry certain insurance coverage in respect
of potential  claims against our directors and officers and in respect of losses
of which we may be required or permitted by law to indemnify  such directors and
officers.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

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

Item 9.  Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this registration statement;

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

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

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

                    provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                    above  do  not  apply  if  the  information  required  to be
                    included in a  post-effective  amendment by those paragraphs
                    is contained in periodic  reports filed with or furnished to
                    the SEC by the registrant  pursuant to Section 13 or section
                    15(d) of the Exchange Act that are incorporated by reference
                    in the registration statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities  Act,  each  such  post-effective  amendment  shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.
<PAGE>
          (3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

     (b)  The undersigned  registrant  hereby  undertakes  that, for purposes of
          determining any liability under the Securities Act, each filing of the
          registrant's  annual report pursuant to Section 13(a) or Section 15(d)
          of the Exchange Act (and, where applicable, each filing of an employee
          benefit plan's annual report pursuant to Section 15(d) of the Exchange
          Act) that is incorporated by reference in this registration  statement
          shall be deemed to be a new  registration  statement  relating  to the
          securities offered 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, as amended,  may be permitted to directors,  officers
          and controlling persons of the undersigned  registrant pursuant to the
          foregoing  provisions or otherwise,  the  registrant  has been advised
          that in the opinion of the SEC such  indemnification is against public
          policy  as  expressed  in  the  Securities  Act  and  is,   therefore,
          unenforceable.  In the event that a claim for indemnification  against
          such liabilities (other than the payment by the registrant of expenses
          incurred or paid by a director,  officer or controlling  person of the
          registrant  in  the  successful   defense  of  any  action,   suit  or
          proceeding)  is  asserted  by such  director,  officer or  controlling
          person  in  connection  with  the  securities  being  registered,  the
          registrant  will,  unless in the opinion of its counsel the matter has
          been  settled  by  controlling   precedent,   submit  to  a  court  of
          appropriate  jurisdiction the question whether such indemnification by
          it is against  public  policy as expressed in the  Securities  Act and
          will be governed by the final adjudication of such issue.
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Norwalk, State of Connecticut on August 5, 2008.

                                        EMCOR GROUP, INC.


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


                               POWER OF ATTORNEY


     The  registrant  and each  director  and  officer of the  registrant  whose
signature appears below, constitutes and appoints Frank T. MacInnis,  Sheldon I.
Cammaker  and  Mark  A.  Pompa,  or any of  them,  his or her  true  and  lawful
attorneys-in-fact  and agents,  each of whom may act alone,  with full powers of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign  any or all  amendments  to this  Registration
Statement,  including post-effective  amendments, and to file the same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  and hereby  ratifies and confirms  all his said  attorneys-in-fact  and
agents or any of them 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, as amended,
this Registration  Statement,  has been signed below by the following persons in
the capacities and on the 5th day of August, 2008.

<TABLE>
<CAPTION>

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


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


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


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


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


/s/ Albert Fried, Jr.                  Director*
----------------------------
Albert Fried, Jr.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>


<S>                                    <C>
Signature                              Title

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


/s/ Jerry E. Ryan                      Director*
----------------------------
Jerry E. Ryan



* A majority of the directors of the registrant.
</TABLE>
<PAGE>

                                     RIDER A

                                  EXHIBIT INDEX


Exhibit No.    Description of Document


 4.1           Restated Certificate of Incorporation of EMCOR Group, Inc.
               ("EMCOR") dated December 14, 1994 (a)

 4.2           Amendment dated November 28, 1995 to the Restated Certificate of
               Incorporation of EMCOR (b)

 4.3           Amendment dated February 12, 1998 to the Restated Certificate of
               Incorporation (c)

 4.4           Amendment dated January 27, 2006 to the Restated Certificate of
               Incorporation (d)

 4.5           Amendment dated September 18, 2007 to the Restated Certificate
               of Incorporation (e)

 4.6           Amended and Restated By-Laws of EMCOR (f)

 4.7           EMCOR Group, Inc. Employee Stock Purchase Plan (g)

 5.1           Opinion of Sheldon I. Cammaker, Esq.

 23.1          Consent of Ernst & Young LLP, Independent Public Accountants

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

 24            Powers of Attorney (included as part of the signature page of
               this Registration Statement)


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


(a)  Incorporated  by Reference to Exhibit  3(a-5) to Amendment No. 3 to EMCOR's
     Registration Statement on Form 10/A.
(b)  Incorporated  by Reference to Exhibit  3(a-2) to EMCOR's  Annual  Report on
     Form 10-K for the year ended December 31, 1995.
(c)  Incorporated  by Reference to Exhibit  3(a-3) to EMCOR's  Annual  Report on
     Form 10-K for the year ended December 31, 1997.
(d)  Incorporated  by Reference to Exhibit  3(a-4) to EMCOR's  Annual  Report on
     Form 10-K for the year ended December 31, 2005.
(e)  Exhibit A to EMCOR's  Proxy  Statement  dated August 17, 2007 for a Special
     Meeting of Stockholders held September 18, 2007.
(f)  Exhibit  3(b) to  EMCOR's  Annual  Report on Form  10-K for the year  ended
     December 31, 1998.
(g)  Incorporated  by Reference to Exhibit C to EMCOR's  Proxy  Statement  dated
     April 28, 2008 for its Annual Meeting of Stockholders held June 18, 2008.
<PAGE>
Exhibit 5.1


                       [Letterhead of Sheldon I. Cammaker]



                                                                  August 5, 2008

EMCOR Group, Inc.
301 Merritt Seven, 6th Floor
Norwalk, CT 06851

Gentlemen:

     With  respect  to the  Registration  Statement  on Form S-8  filed by EMCOR
Group,  Inc.  ("EMCOR")  with the  Securities  and Exchange  Commission  for the
purpose of registering  under the Securities Act of 1933, as amended,  3,000,000
shares of EMCOR's common stock,  par value $0.01 per share (the "Common Stock"),
to be issued  pursuant to your EMCOR Group,  Inc.  Employee  Stock Purchase Plan
(the "Plan"), I am acting as counsel to you.

     I wish to advise  you that in my  opinion  the  3,000,000  shares of common
stock that may be issued by you under the Plan,  when issued in accordance  with
the  respective  terms  thereof,   will  be  legally  issued,   fully  paid  and
non-assessable.

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

                                            Very truly yours,

                                            /s/ Sheldon I. Cammaker

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

            Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form
S-8)  pertaining to the EMCOR Group,  Inc.  Employee  Stock Purchase Plan of our
reports  dated  February 19, 2008,  with respect to the  consolidated  financial
statements and schedule of EMCOR Group,  Inc. and  Subsidiaries  included in its
Annual  Report  (Form  10-K)  for the year  ended  December  31,  2007,  and the
effectiveness of internal control over financial  reporting of EMCOR Group, Inc.
and Subsidiaries, filed with the Securities and Exchange Commission.

                                            /s/ Ernst & Young LLP

Stamford, Connecticut
July 29, 2008
[{"type": "S-8", "sequence": "1", "filename": "a080408s8.txt", "description": "FORM S-8 AUGUST 4, 2008", "secsgml_size_bytes": 26128}]
{"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": "333-152764", "film-number": "08990213"}, "business-address": {"street1": "301 MERRITT SEVEN CORPORATE PK", "street2": "6TH FLOOR", "city": "NORWALK", "state": "CT", "zip": "06851", "phone": "203-849-7800"}, "mail-address": {"street1": "301 MERRITT SEVEN CORPORATE PARK", "street2": "6TH FLOOR", "city": "NORWALK", "state": "CT", "zip": "06851"}, "former-company": [{"former-conformed-name": "JWP INC/DE/", "date-changed": "19920703"}, {"former-conformed-name": "JAMAICA WATER PROPERTIES INC", "date-changed": "19860518"}, {"former-conformed-name": "WELSBACH CORP", "date-changed": "19761119"}]}
Doc#: NY6: 107920.3

                                                           Registration No. 333-

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

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

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

                                EMCOR Group, Inc.
             (Exact name of registrant as specified in its charter)
               Delaware                                         11-2125338
    (State or other jurisdiction of                           (IRS Employer
    incorporation or organization)                           Identification No.)

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

                 EMCOR Group, Inc. Employee Stock Purchase Plan
                            (Full title of the plan)

                                Frank T. MacInnis
                Chairman of the Board and Chief Executive Officer
                                EMCOR Group, Inc.
                        301 Merritt Seven Corporate Park
                             Norwalk, CT 06851-1060
                                 (203) 849-7800
  (Name, address, telephone number, including area code, of agent for service)
                                 with a copy to:
                            Sheldon I. Cammaker, Esq.
             Executive Vice President, General Counsel and Secretary
                                EMCOR Group, Inc.
                        301 Merritt Seven Corporate Park
                             Norwalk, CT 06851-1060
                                 (203) 849-7800
CALCULATION OF REGISTRATION FEE
------------------------------- ------------------- ---------------------------- ----------------------------- ------------------
    Title of Each Class of         Amount to be       Proposed Maximum                  Proposed Maximum       Amount of
  Securities to be Registered      Registered(1)      Offering Price              Aggregate Offering Price(2)  Registration Fee
                                                      Per Share(2)
------------------------------- ------------------- ---------------------------- ----------------------------- ------------------
Common Stock, par value           3,000,000 shares    $29.93                      $89,790,000                  $3,528.75
$0.01 per share
------------------------------- ------------------- ---------------------------- ----------------------------- ------------------
(1)  Together  with an  indeterminate  number of  additional  shares that may be
     necessary to adjust the number of shares  reserved  for issuance  under the
     EMCOR Group,  Inc.  Employee  Stock Purchase Plan as a result of any future
     stock split, stock dividend or similar adjustment of the outstanding Common
     Stock.

(2)  Estimated  pursuant  to Rule  457(h) of the  Securities  Act solely for the
     purpose of calculating the registration  fee, and based upon the $29.93 per
     share  average of the high and low sales  price of the Common  Stock on the
     New York Stock  Exchange on July 29, 2008 (a date within five business days
     prior to the date of filing the Registration Statement).
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

     1.   Our Annual Report on Form 10-K for the fiscal year ended  December 31,
          2007, which contains our audited  financial  statements for the fiscal
          year ended December 31, 2007.

     2.   All other  reports  filed by us pursuant to Section  13(a) or 15(d) of
          the Securities  Exchange Act of 1934, as amended (the "Exchange Act"),
          since December 31, 2007.

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

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

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

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Sheldon I. Cammaker,  our Executive  Vice  President,  General  Counsel and
Secretary, has provided an opinion to us as to the validity of the shares of our
common stock being  registered by this  Registration  Statement on Form S-8. Mr.
Cammaker may participate in the EMCOR Group, Inc. Employee Stock Purchase Plan.

Item 6.  Indemnification of Directors and Officers.

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

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

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

     We are a party to an  indemnification  agreement with each of our directors
and executive  officers.  These  indemnification  agreements  provide for, among
other things, the  indemnification by us of our directors and executive officers
to the fullest extent  permitted by law and the  advancement of attorneys'  fees
and expenses.  The agreements also state that in the event of a potential change
in control,  we shall establish  trusts,  which are irrevocable  except upon the
indemnitees'   written  consent,   to  fund  our   indemnification   obligations
thereunder.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors and officers and persons  controlling  us pursuant
to the above  provisions,  we have been advised that, in the opinion of the SEC,
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. We carry certain insurance coverage in respect
of potential  claims against our directors and officers and in respect of losses
of which we may be required or permitted by law to indemnify  such directors and
officers.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

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

Item 9.  Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this registration statement;

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

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

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

                    provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                    above  do  not  apply  if  the  information  required  to be
                    included in a  post-effective  amendment by those paragraphs
                    is contained in periodic  reports filed with or furnished to
                    the SEC by the registrant  pursuant to Section 13 or section
                    15(d) of the Exchange Act that are incorporated by reference
                    in the registration statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities  Act,  each  such  post-effective  amendment  shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.
(3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

     (b)  The undersigned  registrant  hereby  undertakes  that, for purposes of
          determining any liability under the Securities Act, each filing of the
          registrant's  annual report pursuant to Section 13(a) or Section 15(d)
          of the Exchange Act (and, where applicable, each filing of an employee
          benefit plan's annual report pursuant to Section 15(d) of the Exchange
          Act) that is incorporated by reference in this registration  statement
          shall be deemed to be a new  registration  statement  relating  to the
          securities offered 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, as amended,  may be permitted to directors,  officers
          and controlling persons of the undersigned  registrant pursuant to the
          foregoing  provisions or otherwise,  the  registrant  has been advised
          that in the opinion of the SEC such  indemnification is against public
          policy  as  expressed  in  the  Securities  Act  and  is,   therefore,
          unenforceable.  In the event that a claim for indemnification  against
          such liabilities (other than the payment by the registrant of expenses
          incurred or paid by a director,  officer or controlling  person of the
          registrant  in  the  successful   defense  of  any  action,   suit  or
          proceeding)  is  asserted  by such  director,  officer or  controlling
          person  in  connection  with  the  securities  being  registered,  the
          registrant  will,  unless in the opinion of its counsel the matter has
          been  settled  by  controlling   precedent,   submit  to  a  court  of
          appropriate  jurisdiction the question whether such indemnification by
          it is against  public  policy as expressed in the  Securities  Act and
          will be governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Norwalk, State of Connecticut on August 5, 2008.

                                        EMCOR GROUP, INC.

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

     The  registrant  and each  director  and  officer of the  registrant  whose
signature appears below, constitutes and appoints Frank T. MacInnis,  Sheldon I.
Cammaker  and  Mark  A.  Pompa,  or any of  them,  his or her  true  and  lawful
attorneys-in-fact  and agents,  each of whom may act alone,  with full powers of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all  capacities,  to sign  any or all  amendments  to this  Registration
Statement,  including post-effective  amendments, and to file the same, with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  and hereby  ratifies and confirms  all his said  attorneys-in-fact  and
agents or any of them 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, as amended,
this Registration  Statement,  has been signed below by the following persons in
the capacities and on the 5th day of August, 2008.
Signature                              Title
/s/ Frank T. MacInnis                  Chairman of the Board and Chief
----------------------------           Executive Officer
Frank T. MacInnis                      (Principal Executive Officer)*

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

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

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

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

/s/ Albert Fried, Jr.                  Director*
----------------------------
Albert Fried, Jr.
Signature                              Title

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

/s/ Jerry E. Ryan                      Director*
----------------------------
Jerry E. Ryan

* A majority of the directors of the registrant.
RIDER A

                                  EXHIBIT INDEX

Exhibit No.    Description of Document

 4.1           Restated Certificate of Incorporation of EMCOR Group, Inc.
               ("EMCOR") dated December 14, 1994 (a)

 4.2           Amendment dated November 28, 1995 to the Restated Certificate of
               Incorporation of EMCOR (b)

 4.3           Amendment dated February 12, 1998 to the Restated Certificate of
               Incorporation (c)

 4.4           Amendment dated January 27, 2006 to the Restated Certificate of
               Incorporation (d)

 4.5           Amendment dated September 18, 2007 to the Restated Certificate
               of Incorporation (e)

 4.6           Amended and Restated By-Laws of EMCOR (f)

 4.7           EMCOR Group, Inc. Employee Stock Purchase Plan (g)

 5.1           Opinion of Sheldon I. Cammaker, Esq.

 23.1          Consent of Ernst & Young LLP, Independent Public Accountants

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

 24            Powers of Attorney (included as part of the signature page of
               this Registration Statement)

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

(a)  Incorporated  by Reference to Exhibit  3(a-5) to Amendment No. 3 to EMCOR's
     Registration Statement on Form 10/A.
(b)  Incorporated  by Reference to Exhibit  3(a-2) to EMCOR's  Annual  Report on
     Form 10-K for the year ended December 31, 1995.
(c)  Incorporated  by Reference to Exhibit  3(a-3) to EMCOR's  Annual  Report on
     Form 10-K for the year ended December 31, 1997.
(d)  Incorporated  by Reference to Exhibit  3(a-4) to EMCOR's  Annual  Report on
     Form 10-K for the year ended December 31, 2005.
(e)  Exhibit A to EMCOR's  Proxy  Statement  dated August 17, 2007 for a Special
     Meeting of Stockholders held September 18, 2007.
(f)  Exhibit  3(b) to  EMCOR's  Annual  Report on Form  10-K for the year  ended
     December 31, 1998.
(g)  Incorporated  by Reference to Exhibit C to EMCOR's  Proxy  Statement  dated
     April 28, 2008 for its Annual Meeting of Stockholders held June 18, 2008.
Exhibit 5.1

                       [Letterhead of Sheldon I. Cammaker]

                                                                  August 5, 2008

EMCOR Group, Inc.
301 Merritt Seven, 6th Floor
Norwalk, CT 06851

Gentlemen:

     With  respect  to the  Registration  Statement  on Form S-8  filed by EMCOR
Group,  Inc.  ("EMCOR")  with the  Securities  and Exchange  Commission  for the
purpose of registering  under the Securities Act of 1933, as amended,  3,000,000
shares of EMCOR's common stock,  par value $0.01 per share (the "Common Stock"),
to be issued  pursuant to your EMCOR Group,  Inc.  Employee  Stock Purchase Plan
(the "Plan"), I am acting as counsel to you.

     I wish to advise  you that in my  opinion  the  3,000,000  shares of common
stock that may be issued by you under the Plan,  when issued in accordance  with
the  respective  terms  thereof,   will  be  legally  issued,   fully  paid  and
non-assessable.

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

                                            Very truly yours,

                                            /s/ Sheldon I. Cammaker

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

            Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form
S-8)  pertaining to the EMCOR Group,  Inc.  Employee  Stock Purchase Plan of our
reports  dated  February 19, 2008,  with respect to the  consolidated  financial
statements and schedule of EMCOR Group,  Inc. and  Subsidiaries  included in its
Annual  Report  (Form  10-K)  for the year  ended  December  31,  2007,  and the
effectiveness of internal control over financial  reporting of EMCOR Group, Inc.
and Subsidiaries, filed with the Securities and Exchange Commission.

                                            /s/ Ernst & Young LLP

Stamford, Connecticut
July 29, 2008