Doc#: NY6: 107920.3


         As filed with the Securities and Exchange Commission on October 5, 2005
                              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)

                          2005 Stock Plan for Directors
                                       and
                      2005 Management Stock Incentive Plan
                           (Full titles of the plans)

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

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

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

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
   Title of Each Class of        Amount to be       Proposed Maximum          Proposed Maximum         Amount of
 Securities to be Registered  Registered (1)(2)  Offering Price per Share  Aggregate Offering Price  Registration Fee
---------------------------------------------------------------------------------------------------------------------
<S>                             <C>                       <C>                   <C>                        <C>
   Common Stock, par value      476,000 shares            $60.87                $28,974,120                $7,243.53
       $0.01 per share
---------------------------------------------------------------------------------------------------------------------
</TABLE>


     (1)  Includes an aggregate of 26,000 shares  issuable  under the 2005 Stock
          Plan  for  Directors  and  450,000  shares  issuable  under  the  2005
          Management  Stock  Incentive  Plan.  Pursuant  to Rule  457(h)  of the
          Securities  Act of  1933,  the  offering  price  for  such  shares  is
          estimated solely for the purpose of computing the registration fee and
          is based on the average of the high and low price of our common  stock
          on October 4, 2005, $60.87, as reported on the New York Stock Exchange
          (a date within five business  days of the filing of this  Registration
          Statement).

     (2)  Pursuant  to  Rule  416  under  the  Securities  Act  of  1933,   this
          Registration Statement also covers an additional  indeterminate number
          of shares  that may  become  issuable  pursuant  to the  anti-dilution
          provisions  of  the  2005  Stock  Plan  for  Directors  and  the  2005
          Management Stock Incentive Plan.


<PAGE>


PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

<PAGE>
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

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

     1.   Our Annual Report on Form 10-K for the fiscal year ended  December 31,
          2004, which contains our audited  financial  statements for the fiscal
          year ended December 31, 2004.

     2.   All other  reports  filed by the Company  pursuant to Section 13(a) or
          15(d)  of  the  Securities  Exchange  Act of  1934,  as  amended  (the
          "Exchange Act") since December 31, 2004.

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

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

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

Item 4.  Description of Securities

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel

     Sheldon I. Cammaker,  our Executive  Vice  President,  General  Counsel and
Secretary, has provided an opinion to us as to the validity of the shares of our
common stock being  registered by this  Registration  Statement on Form S-8. Mr.
Cammaker may be awarded  shares,  other  awards,  or options to purchase  shares
under the 2005 Management Stock Incentive 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   this
                    registration  statement  or  any  material  change  to  such
                    information  in  this  registration   statement;   provided,
                    however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) above do
                    not apply if the  information  required  to be included in a
                    post-effective amendment by those paragraphs is contained in
                    periodic  reports  filed with or furnished to the SEC by the
                    registrant  pursuant  to Section 13 or section  15(d) of the
                    Exchange  Act  that are  incorporated  by  reference  in the
                    Registration Statement.

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

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

     (b)  The undersigned  registrant  hereby  undertakes  that, for purposes of
          determining any liability under the Securities Act, each filing of the
          registrant's  annual report pursuant to Section 13(a) or Section 15(d)
          of the  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 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 October 5, 2005.

                                EMCOR GROUP, INC.


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

<PAGE>


                               POWER OF ATTORNEY


     The  Registrant  and each  director  and  officer of the  Registrant  whose
signature appears below, constitutes and appoints Frank T. MacInnis,  Sheldon I.
Cammaker  and  Leicle E.  Chesser,  or any of them,  his or her true and  lawful
attorneys-in-fact  and agents,  each of whom may act alone,  with full powers of
substitution  and  resubstitution,  for him or her and in his or her name, place
and stead,  in any and all  capacities,  to sign any or all  amendments  to this
Registration Statement,  including  post-effective  amendments,  and to file the
same, with all exhibits  thereto,  and other documents in connection  therewith,
with the SEC, granting unto said attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents  and  purposes  as he or she  might or could do in  person,  and  hereby
ratifies and confirms all his or her said attorneys-in-fact and agents or any of
them or his or her substitute or substitutes may lawfully do or cause to be done
by virtue hereof.
         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement, has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>

Signature                                Title                                      Date
---------                                -----                                      ----
<S>                                      <C>                                        <C>

/s/ Frank T. MacInnis                    Chairman of the Board and Chief            October 5, 2005
------------------------------           Executive Officer
Frank T. MacInnis                        (Principal Executive Officer)


/s/ Leicle E. Chesser                    Executive Vice President and Chief         October 5, 2005
------------------------------           Financial Officer
Leicle E. Chesser                        (Principal Financial Officer)


/s/ Mark A. Pompa                        Senior Vice President - Chief Accounting   October 5, 2005
------------------------------           Officer and Treasurer
Mark A. Pompa                            (Principal Accounting Officer)



/s/ Stephen W. Bershad                   Director                                   October 5, 2005
------------------------------
Stephen W. Bershad


/s/ David A.B. Brown                     Director                                   October 5, 2005
------------------------------
David A.B. Brown


/s/ Larry J. Bump                        Director                                   October 5, 2005
------------------------------
Larry J. Bump


/s/ Albert Fried, Jr.                    Director                                   October 5, 2005
------------------------------
Albert Fried, Jr.


/s/ Richard F. Hamm, Jr.                 Director                                   October 5, 2005
------------------------------
Richard F. Hamm, Jr.


/s/ Michael T. Yonker                    Director                                   October 5, 2005
------------------------------
Michael T. Yonker



</TABLE>



<PAGE>




EXHIBIT INDEX
Exhibits


4.1    2005 Stock Plan for Directors (a)

4.2    2005 Management Stock Incentive Plan (b)

5.1    Opinion of Sheldon I. Cammaker, Esq.

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

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

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




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

(a)  Incorporated by reference to Exhibit C to the Company's proxy statement for
     its annual meeting of stockholders held June 16, 2005.

(b)  Incorporated by reference to Exhibit B to the Company's proxy statement for
     its annual meeting of stockholders held June 16, 2005.





<PAGE>




Exhibit 5.1


[Letterhead of Sheldon I. Cammaker]


October 5, 2005

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,  476,000
shares of EMCOR's common stock,  par value $0.01 per share (the "Common Stock"),
to be issued pursuant to each of your 2005 Stock Plan for Directors and the 2005
Management  Stock  Incentive Plan  (collectively,  the "Plans"),  I am acting as
counsel to you.

     I wish to advise you that in my opinion the 476,000  shares of Common Stock
to be  issued by you under the Plans or  pursuant  to the  exercise  of  options
issued under the Plans,  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 No.  333-00000)  pertaining to the  registration of 476,000 shares of common
stock related to the 2005 Stock Plan for Directors and the 2005 Management Stock
Incentive  Plan  of our  reports  dated  March  8,  2005,  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, 2004, EMCOR Group, Inc. and Subsidiaries management's assessment of
the  effectiveness  of  internal  control  over  financial  reporting,  and  the
effectiveness of internal control over financial  reporting of EMCOR Group, Inc.
and Subsidiaries, filed with the Securities and Exchange Commission.

Stamford, Connecticut
October 5, 2005
[{"type": "S-8", "sequence": "1", "filename": "a05s8.txt", "description": "REGISTRATION OF SHARES UNDER STOCK OPTION PLANS", "secsgml_size_bytes": 25499}]
{"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": "333-128840", "film-number": "051125683"}, "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

         As filed with the Securities and Exchange Commission on October 5, 2005
                              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)

                          2005 Stock Plan for Directors
                                       and
                      2005 Management Stock Incentive Plan
                           (Full titles of the plans)

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

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

                                with a copy to:
                            Sheldon I. Cammaker, Esq.
             Executive Vice President, General Counsel and Secretary
                                EMCOR Group, Inc.
                        301 Merritt Seven Corporate Park
                             Norwalk, CT 06851-1060
                                 (203) 849-7800
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
   Title of Each Class of        Amount to be       Proposed Maximum          Proposed Maximum         Amount of
 Securities to be Registered  Registered (1)(2)  Offering Price per Share  Aggregate Offering Price  Registration Fee
---------------------------------------------------------------------------------------------------------------------
Common Stock, par value      476,000 shares            $60.87                $28,974,120                $7,243.53
       $0.01 per share
---------------------------------------------------------------------------------------------------------------------
(1)  Includes an aggregate of 26,000 shares  issuable  under the 2005 Stock
          Plan  for  Directors  and  450,000  shares  issuable  under  the  2005
          Management  Stock  Incentive  Plan.  Pursuant  to Rule  457(h)  of the
          Securities  Act of  1933,  the  offering  price  for  such  shares  is
          estimated solely for the purpose of computing the registration fee and
          is based on the average of the high and low price of our common  stock
          on October 4, 2005, $60.87, as reported on the New York Stock Exchange
          (a date within five business  days of the filing of this  Registration
          Statement).

     (2)  Pursuant  to  Rule  416  under  the  Securities  Act  of  1933,   this
          Registration Statement also covers an additional  indeterminate number
          of shares  that may  become  issuable  pursuant  to the  anti-dilution
          provisions  of  the  2005  Stock  Plan  for  Directors  and  the  2005
          Management Stock Incentive Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

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

     1.   Our Annual Report on Form 10-K for the fiscal year ended  December 31,
          2004, which contains our audited  financial  statements for the fiscal
          year ended December 31, 2004.

     2.   All other  reports  filed by the Company  pursuant to Section 13(a) or
          15(d)  of  the  Securities  Exchange  Act of  1934,  as  amended  (the
          "Exchange Act") since December 31, 2004.

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

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

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

Item 4.  Description of Securities

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel

     Sheldon I. Cammaker,  our Executive  Vice  President,  General  Counsel and
Secretary, has provided an opinion to us as to the validity of the shares of our
common stock being  registered by this  Registration  Statement on Form S-8. Mr.
Cammaker may be awarded  shares,  other  awards,  or options to purchase  shares
under the 2005 Management Stock Incentive 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   this
                    registration  statement  or  any  material  change  to  such
                    information  in  this  registration   statement;   provided,
                    however,  that paragraphs  (a)(1)(i) and (a)(1)(ii) above do
                    not apply if the  information  required  to be included in a
                    post-effective amendment by those paragraphs is contained in
                    periodic  reports  filed with or furnished to the SEC by the
                    registrant  pursuant  to Section 13 or section  15(d) of the
                    Exchange  Act  that are  incorporated  by  reference  in the
                    Registration Statement.

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

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

     (b)  The undersigned  registrant  hereby  undertakes  that, for purposes of
          determining any liability under the Securities Act, each filing of the
          registrant's  annual report pursuant to Section 13(a) or Section 15(d)
          of the  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 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 October 5, 2005.

                                EMCOR GROUP, INC.

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

     The  Registrant  and each  director  and  officer of the  Registrant  whose
signature appears below, constitutes and appoints Frank T. MacInnis,  Sheldon I.
Cammaker  and  Leicle E.  Chesser,  or any of them,  his or her true and  lawful
attorneys-in-fact  and agents,  each of whom may act alone,  with full powers of
substitution  and  resubstitution,  for him or her and in his or her name, place
and stead,  in any and all  capacities,  to sign any or all  amendments  to this
Registration Statement,  including  post-effective  amendments,  and to file the
same, with all exhibits  thereto,  and other documents in connection  therewith,
with the SEC, granting unto said attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents  and  purposes  as he or she  might or could do in  person,  and  hereby
ratifies and confirms all his or her said attorneys-in-fact and agents or any of
them or his or her substitute or substitutes may lawfully do or cause to be done
by virtue hereof.
         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement, has been signed below by the following persons in
the capacities and on the dates indicated.
Signature                                Title                                      Date
---------                                -----                                      ----
/s/ Frank T. MacInnis                    Chairman of the Board and Chief            October 5, 2005
------------------------------           Executive Officer
Frank T. MacInnis                        (Principal Executive Officer)

/s/ Leicle E. Chesser                    Executive Vice President and Chief         October 5, 2005
------------------------------           Financial Officer
Leicle E. Chesser                        (Principal Financial Officer)

/s/ Mark A. Pompa                        Senior Vice President - Chief Accounting   October 5, 2005
------------------------------           Officer and Treasurer
Mark A. Pompa                            (Principal Accounting Officer)

/s/ Stephen W. Bershad                   Director                                   October 5, 2005
------------------------------
Stephen W. Bershad

/s/ David A.B. Brown                     Director                                   October 5, 2005
------------------------------
David A.B. Brown

/s/ Larry J. Bump                        Director                                   October 5, 2005
------------------------------
Larry J. Bump

/s/ Albert Fried, Jr.                    Director                                   October 5, 2005
------------------------------
Albert Fried, Jr.

/s/ Richard F. Hamm, Jr.                 Director                                   October 5, 2005
------------------------------
Richard F. Hamm, Jr.

/s/ Michael T. Yonker                    Director                                   October 5, 2005
------------------------------
Michael T. Yonker
EXHIBIT INDEX
Exhibits

4.1    2005 Stock Plan for Directors (a)

4.2    2005 Management Stock Incentive Plan (b)

5.1    Opinion of Sheldon I. Cammaker, Esq.

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

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

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

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

(a)  Incorporated by reference to Exhibit C to the Company's proxy statement for
     its annual meeting of stockholders held June 16, 2005.

(b)  Incorporated by reference to Exhibit B to the Company's proxy statement for
     its annual meeting of stockholders held June 16, 2005.
Exhibit 5.1

[Letterhead of Sheldon I. Cammaker]

October 5, 2005

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,  476,000
shares of EMCOR's common stock,  par value $0.01 per share (the "Common Stock"),
to be issued pursuant to each of your 2005 Stock Plan for Directors and the 2005
Management  Stock  Incentive Plan  (collectively,  the "Plans"),  I am acting as
counsel to you.

     I wish to advise you that in my opinion the 476,000  shares of Common Stock
to be  issued by you under the Plans or  pursuant  to the  exercise  of  options
issued under the Plans,  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 No.  333-00000)  pertaining to the  registration of 476,000 shares of common
stock related to the 2005 Stock Plan for Directors and the 2005 Management Stock
Incentive  Plan  of our  reports  dated  March  8,  2005,  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, 2004, EMCOR Group, Inc. and Subsidiaries management's assessment of
the  effectiveness  of  internal  control  over  financial  reporting,  and  the
effectiveness of internal control over financial  reporting of EMCOR Group, Inc.
and Subsidiaries, filed with the Securities and Exchange Commission.

Stamford, Connecticut
October 5, 2005