As filed with the Securities and Exchange Commission on November 12, 1998.
                                                        Registration No. 333-

================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                      Integrated Electrical Services, Inc.
             (Exact name of registrant as specified in its charter)

                Delaware                              76-0542208
         (State or other jurisdiction of             (I.R.S. Employer
        incorporation or organization)               Identification No.)

                             515 Post Oak Boulevard
                                    Suite 450
                              Houston, Texas 77027
          (Address, including zip code, of Principal Executive Offices)

       INTEGRATED ELECTRICAL SERVICES, INC. 401(K) RETIREMENT SAVINGS PLAN
                            (Full title of the plan)

                                John F. Wombwell
              Senior Vice President, General Counsel and Secretary
                             515 Post Oak Boulevard
                                    Suite 450
                              Houston, Texas 77027
                                 (713) 860-1525
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                           ---------------------------

                                    copy to:

                              David P. Oelman, Esq.
                              Andrew & Kurth L.L.P.
                             600 Travis, Suite 4200
                              Houston, Texas 77002
                           ---------------------------


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==========================================================================================================================
                                                                                            Proposed
                                                                          Proposed          Maximum
                                                       Amount              Maximum         Aggregate         Amount of
                                                       to be           Offering Price       Offering       Registration
     Title of Securities to be Registered        registered (1)(2)      Per Share (3)      Price (3)            Fee
--------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                      <C>           <C>                  <C>

Common Stock, par value $0.01 per share             1,000,000 Shares        $17.50        $17,500,000          $4,865
==========================================================================================================================
</TABLE>


(1)  The  number of  shares of Common  Stock  registered  hereby is  subject  to
     adjustment to prevent dilution resulting from stock splits, stock dividends
     or similar transactions.
(2)  In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933, as
     amended (the "Securities Act"), this Registration  Statement also covers an
     indeterminate  amount of plan  interests to be offered or sold  pursuant to
     the Plan. In accordance with Rule 457(h)(2),  no separate fee  calculations
     are made for plan interests.
(3)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration  fee pursuant to Rule 457(h) under the  Securities  Act, based
     upon the  average  of the high and low price per share of the  Registrant's
     Common Stock on the New York Stock  Exchange as reported in the Wall Street
     Journal on November 5, 1998.





<PAGE>



                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

         The document(s)  containing the information specified in Part I of Form
S-8 will be sent or given to  participants as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities  Act").  These documents and
the documents  incorporated herein by reference pursuant to Item 3 of Part II of
this Registration Statement, taken together,  constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act (the "Prospectus").


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

          Integrated   Electrical   Services,   Inc.  (the  "Company")  and  the
Integrated Electrical Services, Inc. 401(k) Retirement Savings Plan (the "Plan")
incorporate  herein by reference the following  documents as of their respective
dates as filed with the Securities and Exchange Commission (the "Commission"):

                    (a) The prospectus included in Post-Effective  Amendment No.
          1 to  the  registrant's  Registration  Statement  on  Form  S-1  dated
          September 14, 1998 (No. 333-50031);

                    (b) The  Company's  Quarterly  Report  on Form  10-Q for the
          quarter ended December 31, 1997;

                    (c) The  Company's  Quarterly  Report  on Form  10-Q for the
          quarter ended March 31, 1998;

                    (d) The Company's  Current Report on Form 8-K filed with the
          Commission on July 14, 1998;

                    (e) The  Company's  Quarterly  Report  on Form  10-Q for the
          quarter ended June 30, 1998;

                    (f) The  Company's  Current  Report on Form 8-K/A filed with
          the Commission on September 14, 1998;

                    (g) The Company's  Current Report on Form 8-K filed with the
          Commission on September 14, 1998; and

                    (h) The description of the Company's common stock, par value
          $0.01 (the "Common  Stock"),  contained in the Company's  Registration
          Statement on Form 8-A filed with the  Commission  on January 14, 1998,
          pursuant  to Section 12 of the  Securities  Exchange  Act of 1934,  as
          amended (the "Exchange Act").

         All  documents  filed by the  Company or the Plan  pursuant  to Section
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  termination  of the  offering  made  hereby  shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.  Any statement contained herein or in a document incorporated
or deemed to be incorporated  herein by reference shall be deemed to be modified
or superseded for purposes of the  Registration  Statement and the Prospectus 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 such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of the Registration Statement or the Prospectus.



                                      II- 1

<PAGE>



ITEM 4.  DESCRIPTION OF SECURITIES.

         The  information   required  by  Item  4  is  not  applicable  to  this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

         Subsection  (b) of Section 145 empowers a corporation  to 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 such
person  acted  in  any of the  capacities  set  forth  above,  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, except that no indemnification may be made in
respect of any claim,  issue or matter as to which such  person  shall have been
made 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 further  provides  that to the extent a director or officer
of a corporation  has been  successful on the merits or otherwise in the defense
of any action,  suit or  proceeding  referred to in  subsections  (a) and (b) of
Section 145 in the 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;  that indemnification  provided for by
Section  145  shall  not be deemed  exclusive  of any other  rights to which the
indemnified party may be entitled; that indemnification  provided for by 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 such person's heirs,  executors and administrators;  and
empowers  the  corporation  to purchase  and  maintain  insurance on behalf of a
director or officer of the corporation  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 liabilities under Section 145.

         Section   102(b)(7)  of  theDGCL   provides  that  a   certificate   of
incorporation  may contain a provision  eliminating  or  limiting  the  personal
liability  of a director to the  corporation  or its  stockholders  for monetary
damages for breach of fiduciary duty as a director  provided that such provision
shall not  eliminate or limit the  liability of a director (i) for any breach of
the director's duty of loyalty to the corporation 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.


                                      II- 2

<PAGE>



         Article  Eighth of the Company's  Amended and Restated  Certificate  of
Incorporation states that:

         No  director  of the  Corporation  shall be  personally  liable  to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty by such director as a director; provided, however, that this Article Eighth
shall not eliminate or limit the liability of a director to the extent  provided
by applicable  law (i) for any breach of the  director's  duty of loyalty to the
Corporation 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.  No amendment to or repeal of this Article
Eighth shall apply to, or have any effect on, the liability or alleged liability
of any director of the  Corporation for or with respect to any acts or omissions
of such director  occurring  prior to such  amendment or repeal.  If the DGCL is
amended to  authorize  corporate  action  further  eliminating  or limiting  the
personal  liability  of  directors,  then the  liability  of a  director  of the
Corporation  shall be eliminated or limited to the fullest  extent  permitted by
the DGCL, as so amended.

         In addition,  Article VI of the Company's  Bylaws further provides that
the Company shall indemnify its officers, directors and employees to the fullest
extent permitted by law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         The  information   required  by  Item  7  is  not  applicable  to  this
Registration Statement.

ITEM 8.  EXHIBITS.

Exhibit
Number     Description
------     -----------

23.1       Consent of Arthur Andersen LLP.

24.1       Power of Attorney (set forth on the signature page contained in
           Part II of this Registration Statement).

The Registrant  undertakes that it will submit or has submitted the Plan and any
amendment  thereto to the Internal  Revenue  Service ("IRS") in a timely manner,
and has made or will make all  changes  required  by the IRS in order to qualify
the Plan.

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 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)  if,  in the  aggregate,  the  changes  in  volume  and  price
           represent no more than a 20 percent  change in the maximum  aggregate
           offering price set forth in the  "Calculation  of  Registration  Fee"
           table in the effective registration statement;


                                      II- 3

<PAGE>




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

           Provided, however, that paragraphs (1)(i) and (1)(ii) 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
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

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

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

           (b) The undersigned  registrant  hereby undertakes that, for purposes
of  determining  any  liability  under the  Securities  Act,  each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this registration statement shall be deemed to be a
new registration  statement relating to the securities offered 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 may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant  to the  provisions  described  in  Item 6 of  this
Registration  Statement,  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- 4

<PAGE>



                                   SIGNATURES

           The Registrant. Pursuant to the requirements of the Securities Act of
1933,  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 11th day of
November, 1998.

                                    INTEGRATED ELECTRICAL SERVICES,  INC.



                                    By:   /s/ JIM P. WISE
                                          ---------------------------
                                          Jim P. Wise
                                          President and Chief Executive Officer


                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS,  that each of the  undersigned  officers
and directors of Integrated  Electrical Services,  Inc. (the "Company"),  hereby
constitutes  and  appoints Jim P. Wise and John F.  Wombwell,  or either of them
(with  full  power  to  each  of  them  to  act  alone),  his  true  and  lawful
attorney-in-fact and agent, with full power of substitution,  for him and on his
behalf and in his name,  place and stead,  in any and all  capacities,  to sign,
execute and file this  Registration  Statement under the Securities Act of 1933,
as  amended,  and  any  or  all  amendments   (including,   without  limitation,
post-effective amendments), with all exhibits and any and all documents required
to be filed with respect thereto, with the Securities and Exchange Commission or
any regulatory authority,  granting unto such  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 in order to
effectuate the same, as fully to all intents and purposes as he himself might or
could do, if personally  present,  hereby ratifying and confirming all that said
attorneys-in-fact   and  agents,   or  any  of  them,  or  their  substitute  or
substitutes, may lawfully do or cause to be done.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on the 11th day of November, 1998.

<TABLE>
<CAPTION>

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


/s/ JIM P. WISE                                                President, Chief Executive Officer and Director
---------------------------                                    (Principal Executive Officer and
 Jim P. Wise                                                   Principal Financial Officer)


/s/ DONALD PAUL HODEL                                          Director
---------------------------
Donald Paul Hodel


/s/ JERRY MILLS                                                Chief Operating Officer - Commercial and Industrial
---------------------------                                    and Director
Jerry Mills                                                    


/s/ BEN L. MUELLER                                             Chief Operating Officer - Residential
---------------------------                                    and Director
Ben L. Mueller

</TABLE>

                                      II- 5

<PAGE>


<TABLE>
<S>                                                           <C>    



/s/ RICHARD MUTH                                               Director
---------------------------
Richard Muth


/s/ JON POLLOCK                                                Vice Chairman of the Board of Directors
---------------------------
Jon Pollock


/s/ ALAN R. SIELBECK                                           Director
---------------------------
Alan R. Sielbeck


/s/ C. BYRON SNYDER                                            Chairman of the Board of Directors
---------------------------
C. Byron Snyder


/s/ ROBERT STALVEY                                             Director
---------------------------
Robert Stalvey


/s/ RICHARD L. TUCKER                                          Director
---------------------------
Richard L. Tucker


/s/ BOB WEIK                                                   Director
---------------------------
Bob Weik


/s/ J. PAUL WITHROW                                            Vice President and Chief Accounting Officer
---------------------------                                    (Principal Accounting Officer)
J. Paul Withrow 
</TABLE>




                                      II- 6

<PAGE>



                                   SIGNATURES

         The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
as amended,  the Plan Administrator 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 11th day of November, 1998.

                                    Plan Administrator:

                                    INTEGRATED ELECTRICAL SERVICES, INC.



                                    By:   /s/ JIM P. WISE
                                         -------------------------------
                                         Jim P. Wise
                                         President and Chief Executive Officer







                                      II- 7

<PAGE>



Index to Exhibits

Exhibit
Number     Description
------     -----------

23.1       Consent of Arthur Andersen LLP.

24.1       Power of Attorney (set forth on the signature page contained in 
           Part II of this Registration Statement).



                                      II- 8
[{"type": "S-8", "sequence": "1", "description": "INTEGRATED ELECTRICAL SERVICES, INC. FORM S-8", "secsgml_size_bytes": 25565}]
{"company-data": {"conformed-name": "INTEGRATED ELECTRICAL SERVICES INC", "cik": "0001048268", "assigned-sic": "1731", "irs-number": "760542208", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-67113", "film-number": "98744436"}, "business-address": {"street1": "515 POST OAK BLVD", "street2": "SUITE 450", "city": "HOUSTON", "state": "TX", "zip": "77027", "phone": "7138601500"}, "mail-address": {"street1": "515 POST AOK BLVD", "street2": "SUITE 450", "city": "HOUSTON", "state": "TX", "zip": "77027-9408"}}
As filed with the Securities and Exchange Commission on November 12, 1998.
                                                        Registration No. 333-

================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                      Integrated Electrical Services, Inc.
             (Exact name of registrant as specified in its charter)

                Delaware                              76-0542208
         (State or other jurisdiction of             (I.R.S. Employer
        incorporation or organization)               Identification No.)

                             515 Post Oak Boulevard
                                    Suite 450
                              Houston, Texas 77027
          (Address, including zip code, of Principal Executive Offices)

       INTEGRATED ELECTRICAL SERVICES, INC. 401(K) RETIREMENT SAVINGS PLAN
                            (Full title of the plan)

                                John F. Wombwell
              Senior Vice President, General Counsel and Secretary
                             515 Post Oak Boulevard
                                    Suite 450
                              Houston, Texas 77027
                                 (713) 860-1525
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                           ---------------------------

                                    copy to:

                              David P. Oelman, Esq.
                              Andrew & Kurth L.L.P.
                             600 Travis, Suite 4200
                              Houston, Texas 77002
                           ---------------------------

                         CALCULATION OF REGISTRATION FEE
==========================================================================================================================
                                                                                            Proposed
                                                                          Proposed          Maximum
                                                       Amount              Maximum         Aggregate         Amount of
                                                       to be           Offering Price       Offering       Registration
     Title of Securities to be Registered        registered (1)(2)      Per Share (3)      Price (3)            Fee
--------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share             1,000,000 Shares        $17.50        $17,500,000          $4,865
==========================================================================================================================
(1)  The  number of  shares of Common  Stock  registered  hereby is  subject  to
     adjustment to prevent dilution resulting from stock splits, stock dividends
     or similar transactions.
(2)  In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933, as
     amended (the "Securities Act"), this Registration  Statement also covers an
     indeterminate  amount of plan  interests to be offered or sold  pursuant to
     the Plan. In accordance with Rule 457(h)(2),  no separate fee  calculations
     are made for plan interests.
(3)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration  fee pursuant to Rule 457(h) under the  Securities  Act, based
     upon the  average  of the high and low price per share of the  Registrant's
     Common Stock on the New York Stock  Exchange as reported in the Wall Street
     Journal on November 5, 1998.
PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

         The document(s)  containing the information specified in Part I of Form
S-8 will be sent or given to  participants as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities  Act").  These documents and
the documents  incorporated herein by reference pursuant to Item 3 of Part II of
this Registration Statement, taken together,  constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act (the "Prospectus").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

          Integrated   Electrical   Services,   Inc.  (the  "Company")  and  the
Integrated Electrical Services, Inc. 401(k) Retirement Savings Plan (the "Plan")
incorporate  herein by reference the following  documents as of their respective
dates as filed with the Securities and Exchange Commission (the "Commission"):

                    (a) The prospectus included in Post-Effective  Amendment No.
          1 to  the  registrant's  Registration  Statement  on  Form  S-1  dated
          September 14, 1998 (No. 333-50031);

                    (b) The  Company's  Quarterly  Report  on Form  10-Q for the
          quarter ended December 31, 1997;

                    (c) The  Company's  Quarterly  Report  on Form  10-Q for the
          quarter ended March 31, 1998;

                    (d) The Company's  Current Report on Form 8-K filed with the
          Commission on July 14, 1998;

                    (e) The  Company's  Quarterly  Report  on Form  10-Q for the
          quarter ended June 30, 1998;

                    (f) The  Company's  Current  Report on Form 8-K/A filed with
          the Commission on September 14, 1998;

                    (g) The Company's  Current Report on Form 8-K filed with the
          Commission on September 14, 1998; and

                    (h) The description of the Company's common stock, par value
          $0.01 (the "Common  Stock"),  contained in the Company's  Registration
          Statement on Form 8-A filed with the  Commission  on January 14, 1998,
          pursuant  to Section 12 of the  Securities  Exchange  Act of 1934,  as
          amended (the "Exchange Act").

         All  documents  filed by the  Company or the Plan  pursuant  to Section
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  termination  of the  offering  made  hereby  shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.  Any statement contained herein or in a document incorporated
or deemed to be incorporated  herein by reference shall be deemed to be modified
or superseded for purposes of the  Registration  Statement and the Prospectus 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 such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of the Registration Statement or the Prospectus.

                                      II- 1
ITEM 4.  DESCRIPTION OF SECURITIES.

         The  information   required  by  Item  4  is  not  applicable  to  this
Registration Statement since the class of securities to be offered is registered
under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

         Subsection  (b) of Section 145 empowers a corporation  to 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 such
person  acted  in  any of the  capacities  set  forth  above,  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, except that no indemnification may be made in
respect of any claim,  issue or matter as to which such  person  shall have been
made 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 further  provides  that to the extent a director or officer
of a corporation  has been  successful on the merits or otherwise in the defense
of any action,  suit or  proceeding  referred to in  subsections  (a) and (b) of
Section 145 in the 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;  that indemnification  provided for by
Section  145  shall  not be deemed  exclusive  of any other  rights to which the
indemnified party may be entitled; that indemnification  provided for by 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 such person's heirs,  executors and administrators;  and
empowers  the  corporation  to purchase  and  maintain  insurance on behalf of a
director or officer of the corporation  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 liabilities under Section 145.

         Section   102(b)(7)  of  theDGCL   provides  that  a   certificate   of
incorporation  may contain a provision  eliminating  or  limiting  the  personal
liability  of a director to the  corporation  or its  stockholders  for monetary
damages for breach of fiduciary duty as a director  provided that such provision
shall not  eliminate or limit the  liability of a director (i) for any breach of
the director's duty of loyalty to the corporation 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.

                                      II- 2
Article  Eighth of the Company's  Amended and Restated  Certificate  of
Incorporation states that:

         No  director  of the  Corporation  shall be  personally  liable  to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty by such director as a director; provided, however, that this Article Eighth
shall not eliminate or limit the liability of a director to the extent  provided
by applicable  law (i) for any breach of the  director's  duty of loyalty to the
Corporation 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.  No amendment to or repeal of this Article
Eighth shall apply to, or have any effect on, the liability or alleged liability
of any director of the  Corporation for or with respect to any acts or omissions
of such director  occurring  prior to such  amendment or repeal.  If the DGCL is
amended to  authorize  corporate  action  further  eliminating  or limiting  the
personal  liability  of  directors,  then the  liability  of a  director  of the
Corporation  shall be eliminated or limited to the fullest  extent  permitted by
the DGCL, as so amended.

         In addition,  Article VI of the Company's  Bylaws further provides that
the Company shall indemnify its officers, directors and employees to the fullest
extent permitted by law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         The  information   required  by  Item  7  is  not  applicable  to  this
Registration Statement.

ITEM 8.  EXHIBITS.

Exhibit
Number     Description
------     -----------

23.1       Consent of Arthur Andersen LLP.

24.1       Power of Attorney (set forth on the signature page contained in
           Part II of this Registration Statement).

The Registrant  undertakes that it will submit or has submitted the Plan and any
amendment  thereto to the Internal  Revenue  Service ("IRS") in a timely manner,
and has made or will make all  changes  required  by the IRS in order to qualify
the Plan.

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 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)  if,  in the  aggregate,  the  changes  in  volume  and  price
           represent no more than a 20 percent  change in the maximum  aggregate
           offering price set forth in the  "Calculation  of  Registration  Fee"
           table in the effective registration statement;

                                      II- 3
(iii)  To  include  any  material   information  with
           respect to the plan of distribution  not previously  disclosed in the
           registration  statement or any material change to such information in
           the registration statement:

           Provided, however, that paragraphs (1)(i) and (1)(ii) 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
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

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

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

           (b) The undersigned  registrant  hereby undertakes that, for purposes
of  determining  any  liability  under the  Securities  Act,  each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this registration statement shall be deemed to be a
new registration  statement relating to the securities offered 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 may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant  to the  provisions  described  in  Item 6 of  this
Registration  Statement,  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- 4
SIGNATURES

           The Registrant. Pursuant to the requirements of the Securities Act of
1933,  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 11th day of
November, 1998.

                                    INTEGRATED ELECTRICAL SERVICES,  INC.

                                    By:   /s/ JIM P. WISE
                                          ---------------------------
                                          Jim P. Wise
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS,  that each of the  undersigned  officers
and directors of Integrated  Electrical Services,  Inc. (the "Company"),  hereby
constitutes  and  appoints Jim P. Wise and John F.  Wombwell,  or either of them
(with  full  power  to  each  of  them  to  act  alone),  his  true  and  lawful
attorney-in-fact and agent, with full power of substitution,  for him and on his
behalf and in his name,  place and stead,  in any and all  capacities,  to sign,
execute and file this  Registration  Statement under the Securities Act of 1933,
as  amended,  and  any  or  all  amendments   (including,   without  limitation,
post-effective amendments), with all exhibits and any and all documents required
to be filed with respect thereto, with the Securities and Exchange Commission or
any regulatory authority,  granting unto such  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 in order to
effectuate the same, as fully to all intents and purposes as he himself might or
could do, if personally  present,  hereby ratifying and confirming all that said
attorneys-in-fact   and  agents,   or  any  of  them,  or  their  substitute  or
substitutes, may lawfully do or cause to be done.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on the 11th day of November, 1998.
Signature                                                      Title
                ---------                                                      -----
/s/ JIM P. WISE                                                President, Chief Executive Officer and Director
---------------------------                                    (Principal Executive Officer and
 Jim P. Wise                                                   Principal Financial Officer)

/s/ DONALD PAUL HODEL                                          Director
---------------------------
Donald Paul Hodel

/s/ JERRY MILLS                                                Chief Operating Officer - Commercial and Industrial
---------------------------                                    and Director
Jerry Mills                                                    

/s/ BEN L. MUELLER                                             Chief Operating Officer - Residential
---------------------------                                    and Director
Ben L. Mueller
II- 5
/s/ RICHARD MUTH                                               Director
---------------------------
Richard Muth

/s/ JON POLLOCK                                                Vice Chairman of the Board of Directors
---------------------------
Jon Pollock

/s/ ALAN R. SIELBECK                                           Director
---------------------------
Alan R. Sielbeck

/s/ C. BYRON SNYDER                                            Chairman of the Board of Directors
---------------------------
C. Byron Snyder

/s/ ROBERT STALVEY                                             Director
---------------------------
Robert Stalvey

/s/ RICHARD L. TUCKER                                          Director
---------------------------
Richard L. Tucker

/s/ BOB WEIK                                                   Director
---------------------------
Bob Weik

/s/ J. PAUL WITHROW                                            Vice President and Chief Accounting Officer
---------------------------                                    (Principal Accounting Officer)
J. Paul Withrow
II- 6
SIGNATURES

         The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
as amended,  the Plan Administrator 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 11th day of November, 1998.

                                    Plan Administrator:

                                    INTEGRATED ELECTRICAL SERVICES, INC.

                                    By:   /s/ JIM P. WISE
                                         -------------------------------
                                         Jim P. Wise
                                         President and Chief Executive Officer

                                      II- 7
Index to Exhibits

Exhibit
Number     Description
------     -----------

23.1       Consent of Arthur Andersen LLP.

24.1       Power of Attorney (set forth on the signature page contained in 
           Part II of this Registration Statement).

                                      II- 8