<PAGE>
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 26, 1998
                                                           REGISTRATION NO. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ---------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ---------------------

                      AMERICAN RESIDENTIAL SERVICES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

       DELAWARE              POST OAK TOWER, SUITE 725         76-0484996
(State or Other Jurisdiction   5051 WESTHEIMER ROAD        (I.R.S. Employer
 of Incorporation or              HOUSTON, TEXAS             Identification No.)
     Organization)           (Address of Principal 
                                  Executive Offices)
                                     77056-5604
                                     (Zip Code)
--------------------------------------------------------------------------------
1997 EMPLOYEE INCENTIVE PLAN OF AMERICAN RESIDENTIAL SERVICES, INC.
                           (Full title of the plan)
--------------------------------------------------------------------------------

                               JOHN D. HELD, ESQ.
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                      AMERICAN RESIDENTIAL SERVICES, INC.
                           POST OAK TOWER, SUITE 725
                              5051 WESTHEIMER ROAD
                           HOUSTON, TEXAS 77056-5604
                    (Name and Address of Agent for Service)

                     Telephone Number, Including Area Code,
                             of Agent for Service:
                                 (713) 599-0100

                                    copy to:
                             JAMES L. LEADER, ESQ.
                             BAKER & BOTTS, L.L.P.
                              3000 ONE SHELL PLAZA
                           HOUSTON, TEXAS 77002-4995
                                 (713) 229-1234

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================== 
                                                                  Proposed
   Title of                  Amount        Proposed Maximum       Maximum          Amount of
Securities to be             to be          Offering Price        Aggregate       Registration
  Registered               Registered        Per Share(1)      Offering Price(1)       Fee
-----------------------------------------------------------------------------------------------
<S>                        <C>             <C>                  <C>                 <C>
Common Stock (par value     1,532,132         $ 9.1875          $ 14,076,463         $ 4,153   
 $.001 per share)(2)                                                                 
===============================================================================================
</TABLE>

  (1) Estimated in accordance with Rule 457(c) and (h) solely for the purpose of
      calculating the registration fee and based upon the average of the high
      and low sales price of the shares of Common Stock of American Residential
      Services, Inc. quoted on the New York Stock Exchange on January 22, 1998.

 (2)  Includes the associated preferred stock purchase rights.
<PAGE>
 
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

  Note:  The document(s) containing the employee benefit plan information
required by Item 1 of Form S-8 and the statement of availability of registrant
information and any other information required by Item 2 of Form S-8 will be
sent or given to participants as specified by Rule 428 under the Securities Act
of 1933, as amended (the "Securities Act"). In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act.  The registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428.  Upon request, the
registrant shall furnish to the Commission or its staff a copy or copies of all
of the documents included in such file.

                                      -1-
<PAGE>
 
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

  This Registration Statement incorporates herein by reference the following
documents, which have been filed with the Commission by American Residential
Services, Inc., a Delaware corporation (the "Company") (File No. 1-11849):
 
     1.   The Company's Annual Report on Form 10-K for the year ended December
          31, 1996;

     2.   The Company's Quarterly Reports on Form 10-Q for the quarters ended
          March 31, 1997, June 30, 1997 and September 30, 1997;

     3.   The Company's Current Reports on Form 8-K dated March 4, 1997 and
          December 8, 1997;

     4.   The description of the Common Stock of the Company contained in the
          Company's Registration Statement on Form 8-A filed June 19, 1996;

     5.   The description of the Rights to Purchase Series A Junior
Participating Preferred Stock of the Company contained in the Company's
Registration Statement on Form 8-A filed June 27, 1996.

  Each document filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents.

  Any statement 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
or is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any 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

 Not Applicable.


ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

Delaware General Corporation Law

  Section 145(a) of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or

                                     II-1
<PAGE>
 
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

  Section 145(b) of the DGCL states that a corporation may indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

  Section 145(c) of the DGCL provides that to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

  Section 145(d) of the DGCL states that any indemnification under subsections
(a) and (b) of Section 145 (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
subsections (a) and (b).  Such determination shall be made (1) by the board of
directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.

  Section 145(e) of the DGCL provides that expenses (including attorneys' fees)
incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in Section 145.
Such expenses (including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.

  Section 145(f) of the DGCL states that the indemnification and advancement of
expenses provided by, or granted pursuant to, the other subsections of Section
145 shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office.

                                     II-2
<PAGE>
 
  Section 145(g) of the DGCL provides that a corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the
provisions of Section 145.

  Section 145(j) of the DGCL states that the indemnification and advancement of
expenses provided by, or granted pursuant to, Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

Certificate of Incorporation

  The Restated Certificate of Incorporation of the Company provides that a
director of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit.  If the DGCL is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the Company, in addition to the limitation on
personal liability described above, shall be limited to the fullest extent
permitted by the amended DGCL.  Further, any repeal or modification of such
provision of the Restated Certificate of Incorporation by the stockholders of
the Company shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Company existing at
the time of such repeal or modification.

Bylaws

  The Bylaws of the Company provide that the Company will indemnify and hold
harmless any director or officer of the Company to the fullest extent permitted
by applicable law, as in effect as of the date of the adoption of the Bylaws or
to such greater extent as applicable law may thereafter permit, from and against
all losses, liabilities, claims, damages, judgments, penalties, fines, amounts
paid in settlement and expenses (including attorneys' fees) whatsoever arising
out of any event or occurrence related to the fact that such person is or was a
director or officer of the Company and further provide that the Company may, but
is not required to, indemnify and hold harmless any employee or agent of the
Company or a director, officer, employee or agent of any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise who
is or was serving in such capacity at the written request of the Company;
provided, however, that the Company is only required to indemnify persons
serving as directors, officers, employees or agents of the Company for the
expenses incurred in a proceeding if such person is a party to and is
successful, on the merits or otherwise, in such proceeding, or if unsuccessful
in the proceeding, but successful as to a matter in such proceeding the expenses
attributable to such matter and provided further that the Company may, but is
not required to, indemnify such persons who are serving as a director, officer,
employee or agent of any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise at the written request of the Company
for the expenses incurred in a proceeding if such person is a party to and is
successful, on the merits or otherwise, in such proceeding.  The Bylaws further
provide that, in the event of any threatened, or pending action, suit or
proceeding in which any of the persons referred to above is a party or is
involved and that may give rise to a right of indemnification under the Bylaws,
following written request by such person, the Company will promptly pay to such
person amounts to cover expenses reasonably incurred by such person in such
proceeding in advance of its final disposition upon the receipt by the Company
of (i) a written undertaking executed by or on behalf of such person providing
that such person will repay the advance if it is ultimately determined that such
person is not entitled to be indemnified by the Company as provided in the
Bylaws and (ii) satisfactory evidence as to the amount of such expenses.

                                     II-3
<PAGE>
 
Indemnification Agreements

  The Company has entered into Indemnification Agreements with each of its
directors and executive officers.  The Indemnification Agreements generally are
to the same effect as the Bylaw provisions described above.

Insurance

  The Company maintains liability insurance for the benefit of its directors and
officers.


ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

 Not Applicable.
 
ITEM 8.    EXHIBITS

  The following documents are filed as a part of this registration statement or
incorporated by reference herein:

 
 Exhibit
   No.                                 Description
 -------                               -----------   

   4.1*  --    Restated Certificate of Incorporation of the Company (Form S-1,
               Reg. No. 333-06195, Ex. 3.1).

   4.2*  --    Bylaws of the Company (Form S-1, Reg.No. 333-06195, Ex. 3.2).

   4.3*  --    Form of Certificate representing Common Stock (Form S-1, Reg.No.
               333-06195, Ex. 4.1).

   4.4*  --    Rights Agreement between the Company and ChaseMellon Shareholder
               Services, L.L.C., including form of Rights Certificate as Exhibit
               B thereto (Form S-8, Reg. No. 333-13299, Ex. 4.4).

   4.5   --    1997 Employee Incentive Plan of American Residential Services, 
               Inc.

      5  --    Opinion of John D. Held.

   23.1  --    Consent of Arthur Andersen LLP.

   23.2  --    Consent of John D. Held (included in Exhibit 5).

     24  --    Powers of Attorney (included on the signature pages hereof).

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

* Incorporated herein by reference as indicated.


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:

                                     II-4
<PAGE>
 
          (i) To include any prospectus required by Section 10(a)(3) of the
 Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
 the effective date of 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 was 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 Commission 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;

          (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 the undertakings set forth in 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 by the registrant pursuant to Section 13 or Section 15(d) of the Exchange
 Act that are incorporated by reference in the Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
 Act of 1933, each such post-effective amendment shall be deemed to be a new
 registration statement relating to the securities offered therein, and the
 offering of such securities at that time shall be deemed to be the initial bona
 fide offering thereof.

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

  (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

  (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                     II-5
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 26th day of January,
1998.

                              AMERICAN RESIDENTIAL SERVICES, INC.



                              By: /s/ Thomas N. Amonett
                                  --------------------------------------
                                  Thomas N. Amonett
                                  President and Chief Executive Officer


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

  Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on the 26th day of January, 1998.

         Signature                                  Title
         ---------                                  -----
 
 
/s/ Thomas N. Amonett            President, Chief Executive Officer and Director
----------------------------       (Principal Executive Officer)
     Thomas N. Amonett
 
 
 
 /s/ Harry O. Nicodemus, IV      Senior Vice President, Chief Financial Officer
----------------------------         and Chief Accounting Officer
     Harry O. Nicodemus, IV
 
 
/s/ Howard S. Hoover, Jr.        Chairman of the Board
----------------------------
    Howard S. Hoover, Jr.
 
 
/s/ Gorden H. Timmons            Chief Operating Officer and Director
----------------------------
    Gorden H. Timmons
 
<PAGE>
 
/s/ Robert J. Cruikshank         Director
----------------------------
Robert J. Cruikshank
 
 
 
/s/ Randall B. Hale              Director
----------------------------
Randall B. Hale
 
 
 
/s/ Nolan Lehmann                Director
----------------------------
Nolan Lehmann
 
 
 
/s/ William P. McCaughey         Director
----------------------------
William P. McCaughey
 
 
 
/s/ Frank N. Menditch            Senior Vice President and Director
----------------------------
Frank N. Menditch
 
 
 
/s/ Elliot Sokolow               Senior Vice President and Director
----------------------------
Elliot Sokolow
 
 
 
/s/ Don D. Sykora                Director
----------------------------
Don D. Sykora
<PAGE>
 
                                 EXHIBIT INDEX


 
 Exhibit
   No.                                 Description
 -------                               -----------  

   4.1*  --    Restated Certificate of Incorporation of the Company (Form S-1,
               Reg. No. 333-06195, Ex. 3.1).
 
   4.2*  --    Bylaws of the Company (Form S-1, Reg.No. 333-06195, Ex. 3.2).

   4.3*  --    Form of Certificate representing Common Stock (Form S-1, Reg.No.
               333-06195, Ex. 4.1).

   4.4*  --    Rights Agreement between the Company and ChaseMellon Shareholder
               Services, L.L.C., including form of Rights Certificate as Exhibit
               B thereto (Form S-8, Reg. No. 333-13299, Ex. 4.4).

    4.5  --    1997 Employee Incentive Plan of American Residential Services, 
               Inc.

      5  --    Opinion of John D. Held

   23.1  --    Consent of Arthur Andersen LLP.

   23.2  --    Consent of John D. Held (included in Exhibit 5).

     24  --    Powers of Attorney (included on the signature pages hereof).

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

*    Incorporated herein by reference as indicated.
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 26, 1998
                                                           REGISTRATION NO. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ---------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ---------------------

                      AMERICAN RESIDENTIAL SERVICES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

       DELAWARE              POST OAK TOWER, SUITE 725         76-0484996
(State or Other Jurisdiction   5051 WESTHEIMER ROAD        (I.R.S. Employer
 of Incorporation or              HOUSTON, TEXAS             Identification No.)
     Organization)           (Address of Principal 
                                  Executive Offices)
                                     77056-5604
                                     (Zip Code)
--------------------------------------------------------------------------------
1997 EMPLOYEE INCENTIVE PLAN OF AMERICAN RESIDENTIAL SERVICES, INC.
                           (Full title of the plan)
--------------------------------------------------------------------------------

                               JOHN D. HELD, ESQ.
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                      AMERICAN RESIDENTIAL SERVICES, INC.
                           POST OAK TOWER, SUITE 725
                              5051 WESTHEIMER ROAD
                           HOUSTON, TEXAS 77056-5604
                    (Name and Address of Agent for Service)

                     Telephone Number, Including Area Code,
                             of Agent for Service:
                                 (713) 599-0100

                                    copy to:
                             JAMES L. LEADER, ESQ.
                             BAKER & BOTTS, L.L.P.
                              3000 ONE SHELL PLAZA
                           HOUSTON, TEXAS 77002-4995
                                 (713) 229-1234

                        CALCULATION OF REGISTRATION FEE
=============================================================================================== 
                                                                  Proposed
   Title of                  Amount        Proposed Maximum       Maximum          Amount of
Securities to be             to be          Offering Price        Aggregate       Registration
  Registered               Registered        Per Share(1)      Offering Price(1)       Fee
-----------------------------------------------------------------------------------------------
Common Stock (par value     1,532,132         $ 9.1875          $ 14,076,463         $ 4,153   
 $.001 per share)(2)                                                                 
===============================================================================================
(1) Estimated in accordance with Rule 457(c) and (h) solely for the purpose of
      calculating the registration fee and based upon the average of the high
      and low sales price of the shares of Common Stock of American Residential
      Services, Inc. quoted on the New York Stock Exchange on January 22, 1998.

 (2)  Includes the associated preferred stock purchase rights.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

  Note:  The document(s) containing the employee benefit plan information
required by Item 1 of Form S-8 and the statement of availability of registrant
information and any other information required by Item 2 of Form S-8 will be
sent or given to participants as specified by Rule 428 under the Securities Act
of 1933, as amended (the "Securities Act"). In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act.  The registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428.  Upon request, the
registrant shall furnish to the Commission or its staff a copy or copies of all
of the documents included in such file.

                                      -1-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

  This Registration Statement incorporates herein by reference the following
documents, which have been filed with the Commission by American Residential
Services, Inc., a Delaware corporation (the "Company") (File No. 1-11849):
 
     1.   The Company's Annual Report on Form 10-K for the year ended December
          31, 1996;

     2.   The Company's Quarterly Reports on Form 10-Q for the quarters ended
          March 31, 1997, June 30, 1997 and September 30, 1997;

     3.   The Company's Current Reports on Form 8-K dated March 4, 1997 and
          December 8, 1997;

     4.   The description of the Common Stock of the Company contained in the
          Company's Registration Statement on Form 8-A filed June 19, 1996;

     5.   The description of the Rights to Purchase Series A Junior
Participating Preferred Stock of the Company contained in the Company's
Registration Statement on Form 8-A filed June 27, 1996.

  Each document filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents.

  Any statement 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
or is deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any 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

 Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

Delaware General Corporation Law

  Section 145(a) of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or

                                     II-1
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

  Section 145(b) of the DGCL states that a corporation may indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

  Section 145(c) of the DGCL provides that to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

  Section 145(d) of the DGCL states that any indemnification under subsections
(a) and (b) of Section 145 (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
subsections (a) and (b).  Such determination shall be made (1) by the board of
directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.

  Section 145(e) of the DGCL provides that expenses (including attorneys' fees)
incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in Section 145.
Such expenses (including attorneys' fees) incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the board of directors
deems appropriate.

  Section 145(f) of the DGCL states that the indemnification and advancement of
expenses provided by, or granted pursuant to, the other subsections of Section
145 shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office.

                                     II-2
Section 145(g) of the DGCL provides that a corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the
provisions of Section 145.

  Section 145(j) of the DGCL states that the indemnification and advancement of
expenses provided by, or granted pursuant to, Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

Certificate of Incorporation

  The Restated Certificate of Incorporation of the Company provides that a
director of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, or (iv) for any transaction from which the director
derived an improper personal benefit.  If the DGCL is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the Company, in addition to the limitation on
personal liability described above, shall be limited to the fullest extent
permitted by the amended DGCL.  Further, any repeal or modification of such
provision of the Restated Certificate of Incorporation by the stockholders of
the Company shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Company existing at
the time of such repeal or modification.

Bylaws

  The Bylaws of the Company provide that the Company will indemnify and hold
harmless any director or officer of the Company to the fullest extent permitted
by applicable law, as in effect as of the date of the adoption of the Bylaws or
to such greater extent as applicable law may thereafter permit, from and against
all losses, liabilities, claims, damages, judgments, penalties, fines, amounts
paid in settlement and expenses (including attorneys' fees) whatsoever arising
out of any event or occurrence related to the fact that such person is or was a
director or officer of the Company and further provide that the Company may, but
is not required to, indemnify and hold harmless any employee or agent of the
Company or a director, officer, employee or agent of any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise who
is or was serving in such capacity at the written request of the Company;
provided, however, that the Company is only required to indemnify persons
serving as directors, officers, employees or agents of the Company for the
expenses incurred in a proceeding if such person is a party to and is
successful, on the merits or otherwise, in such proceeding, or if unsuccessful
in the proceeding, but successful as to a matter in such proceeding the expenses
attributable to such matter and provided further that the Company may, but is
not required to, indemnify such persons who are serving as a director, officer,
employee or agent of any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise at the written request of the Company
for the expenses incurred in a proceeding if such person is a party to and is
successful, on the merits or otherwise, in such proceeding.  The Bylaws further
provide that, in the event of any threatened, or pending action, suit or
proceeding in which any of the persons referred to above is a party or is
involved and that may give rise to a right of indemnification under the Bylaws,
following written request by such person, the Company will promptly pay to such
person amounts to cover expenses reasonably incurred by such person in such
proceeding in advance of its final disposition upon the receipt by the Company
of (i) a written undertaking executed by or on behalf of such person providing
that such person will repay the advance if it is ultimately determined that such
person is not entitled to be indemnified by the Company as provided in the
Bylaws and (ii) satisfactory evidence as to the amount of such expenses.

                                     II-3
Indemnification Agreements

  The Company has entered into Indemnification Agreements with each of its
directors and executive officers.  The Indemnification Agreements generally are
to the same effect as the Bylaw provisions described above.

Insurance

  The Company maintains liability insurance for the benefit of its directors and
officers.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

 Not Applicable.
 
ITEM 8.    EXHIBITS

  The following documents are filed as a part of this registration statement or
incorporated by reference herein:

 
 Exhibit
   No.                                 Description
 -------                               -----------   

   4.1*  --    Restated Certificate of Incorporation of the Company (Form S-1,
               Reg. No. 333-06195, Ex. 3.1).

   4.2*  --    Bylaws of the Company (Form S-1, Reg.No. 333-06195, Ex. 3.2).

   4.3*  --    Form of Certificate representing Common Stock (Form S-1, Reg.No.
               333-06195, Ex. 4.1).

   4.4*  --    Rights Agreement between the Company and ChaseMellon Shareholder
               Services, L.L.C., including form of Rights Certificate as Exhibit
               B thereto (Form S-8, Reg. No. 333-13299, Ex. 4.4).

   4.5   --    1997 Employee Incentive Plan of American Residential Services, 
               Inc.

      5  --    Opinion of John D. Held.

   23.1  --    Consent of Arthur Andersen LLP.

   23.2  --    Consent of John D. Held (included in Exhibit 5).

     24  --    Powers of Attorney (included on the signature pages hereof).

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

* Incorporated herein by reference as indicated.

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:

                                     II-4
(i) To include any prospectus required by Section 10(a)(3) of the
 Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
 the effective date of 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 was 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 Commission 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;

          (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 the undertakings set forth in 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 by the registrant pursuant to Section 13 or Section 15(d) of the Exchange
 Act that are incorporated by reference in the Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
 Act of 1933, each such post-effective amendment shall be deemed to be a new
 registration statement relating to the securities offered therein, and the
 offering of such securities at that time shall be deemed to be the initial bona
 fide offering thereof.

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

  (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

  (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                     II-5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 26th day of January,
1998.

                              AMERICAN RESIDENTIAL SERVICES, INC.

                              By: /s/ Thomas N. Amonett
                                  --------------------------------------
                                  Thomas N. Amonett
                                  President and Chief Executive Officer

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

  Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on the 26th day of January, 1998.

         Signature                                  Title
         ---------                                  -----
 
 
/s/ Thomas N. Amonett            President, Chief Executive Officer and Director
----------------------------       (Principal Executive Officer)
     Thomas N. Amonett
 
 
 
 /s/ Harry O. Nicodemus, IV      Senior Vice President, Chief Financial Officer
----------------------------         and Chief Accounting Officer
     Harry O. Nicodemus, IV
 
 
/s/ Howard S. Hoover, Jr.        Chairman of the Board
----------------------------
    Howard S. Hoover, Jr.
 
 
/s/ Gorden H. Timmons            Chief Operating Officer and Director
----------------------------
    Gorden H. Timmons
/s/ Robert J. Cruikshank         Director
----------------------------
Robert J. Cruikshank
 
 
 
/s/ Randall B. Hale              Director
----------------------------
Randall B. Hale
 
 
 
/s/ Nolan Lehmann                Director
----------------------------
Nolan Lehmann
 
 
 
/s/ William P. McCaughey         Director
----------------------------
William P. McCaughey
 
 
 
/s/ Frank N. Menditch            Senior Vice President and Director
----------------------------
Frank N. Menditch
 
 
 
/s/ Elliot Sokolow               Senior Vice President and Director
----------------------------
Elliot Sokolow
 
 
 
/s/ Don D. Sykora                Director
----------------------------
Don D. Sykora
EXHIBIT INDEX

 
 Exhibit
   No.                                 Description
 -------                               -----------  

   4.1*  --    Restated Certificate of Incorporation of the Company (Form S-1,
               Reg. No. 333-06195, Ex. 3.1).
 
   4.2*  --    Bylaws of the Company (Form S-1, Reg.No. 333-06195, Ex. 3.2).

   4.3*  --    Form of Certificate representing Common Stock (Form S-1, Reg.No.
               333-06195, Ex. 4.1).

   4.4*  --    Rights Agreement between the Company and ChaseMellon Shareholder
               Services, L.L.C., including form of Rights Certificate as Exhibit
               B thereto (Form S-8, Reg. No. 333-13299, Ex. 4.4).

    4.5  --    1997 Employee Incentive Plan of American Residential Services, 
               Inc.

      5  --    Opinion of John D. Held

   23.1  --    Consent of Arthur Andersen LLP.

   23.2  --    Consent of John D. Held (included in Exhibit 5).

     24  --    Powers of Attorney (included on the signature pages hereof).

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

*    Incorporated herein by reference as indicated.