<PAGE>
 
   As filed with the Securities and Exchange Commission on December 8, 1997

                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                        GROUP MAINTENANCE AMERICA CORP.
             (Exact name of registrant as specified in its charter)

                 TEXAS                                76-0535259
     (STATE OR OTHER JURISDICTION OF               (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                IDENTIFICATION NO.)

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

                          8 GREENWAY PLAZA, SUITE 1500
                              HOUSTON, TEXAS 77046
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)

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

             GROUP MAINTENANCE AMERICA CORP. 1997 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)
<TABLE>
<CAPTION>
 
 <S>                                                                            <C> 
                Randolph W. Bryant                                          Copy to:
Senior Vice President, General Counsel and Secretary                      Gary W. Orloff
          8 Greenway Plaza, Suite 1500                             Bracewell & Patterson, L.L.P.
            Houston, Texas 77046                                  711 Louisiana Street, Suite 2900
               (713) 860-0100                                        Houston, Texas 77002-2781
        (Name, address and telephone                                      (713) 223-2900
           number of agent for service)
</TABLE>
                             ---------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================================================================================================== 
                                                PROPOSED MAXIMUM      PROPOSED MAXIMUM        AMOUNT OF
 TITLES OF SECURITIES        AMOUNT TO BE        OFFERING PRICE      AGGREGATE OFFERING     REGISTRATION
 TO BE REGISTERED            REGISTERED(1)        PER SHARE(2)           PRICE(2)             FEE(2)
------------------------------------------------------------------------------------------------------------------
<S>                           <C>                <C>                  <C>                    <C>
Common Stock,                 
$0.001 par value              598,000             $14.00              $8,372,000            $2,470
==================================================================================================================
</TABLE> 
(1)  Represents the number of shares of Common Stock currently reserved for
     issuance under the Registrant's plan referred to above (the "Plan").  This
     Registration Statement shall also include an indeterminable number of
     additional shares of Common Stock issuable pursuant to the antidilution
     provisions of the Plan.
(2)  Calculated pursuant to Rule 457(h) and (c) solely for the purpose of
     calculating the registration fee by reference to the average of the high
     and low sale prices of the Common Stock as reported on the New York Stock
     Exchange, Inc. on December 5, 1997, which  was $14.00, for an aggregate
     offering price for such shares of $8,372,000.
================================================================================
<PAGE>
 
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual Information.*

*    The information required by Items 1 and 2 of Part I of Form S-8 is omitted
     from this Registration Statement in accordance with the Note to Part 1 of
     Form S-8 and Rule 428 promulgated under the Securities Act of 1933, as
     amended (the "Securities Act").


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents filed by Group Maintenance America Corp., a Texas
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") are incorporated by reference into this Registration Statement:

          1.  Prospectus dated November 6, 1997, filed pursuant to Rule 424(b)
     under the Securities Act in connection with the Company's Registration
     Statement on Form S-1 (Registration No. 333-34067);

          2.  Form 8-A dated November 4, 1997 (Registration No. 001-13565) filed
     pursuant to Section 12(b) of the Securities Exchange Act of 1934, as
     amended (the "Exchange Act"); and

          3.  Form 10-Q for the period ended September 30, 1997 filed pursuant
     to Section 13(a) of the Exchange Act.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, after the date of this Registration Statement and
prior to the filing of a post-effective amendment hereto which indicates that
all securities offered have been sold or which deregisters all such securities
then remaining unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing such documents.  Any statement
contained herein or in any document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained in any
other 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 to constitute a part of this
Registration Statement, except as so modified or superseded.

Item 6.   Indemnification of Directors and Officers.

Texas Business Corporation Act

     Article 2.02-1.B of the Texas Business Corporation Act, as amended (the
"TBCA"), grants to a corporation the power to indemnify a person who was, is or
is threatened to be made a named defendant or respondent in a proceeding because
the person is or was a director against judgments, penalties (including excise
and similar taxes), fines, settlements and reasonable expenses actually incurred
in connection therewith, only if it is determined that the person (1) conducted
himself in good faith; (2) reasonably believed that (a) in the case of conduct
in his official capacity as a director of the corporation, his conduct was in
the corporation's best interests, and (b) in all other cases, his conduct 
<PAGE>
 
was at least not opposed to the corporation's best interest; and (3) in the case
of any criminal proceeding, he had no reasonable cause to believe that his
conduct was unlawful.

     Article 2.02-1.C limits the allowable indemnification by providing that,
except to the extent permitted by Article 2.02-1.E, a director may not be
indemnified in respect of a proceeding in which the person was found liable (1)
on the basis that he improperly received a personal benefit, whether or not the
benefit resulted from an action taken in his official capacity, or (2) to the
corporation.

     Article 2.02-1.D provides that 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, be determinative that the
person to be indemnified did not act in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company, and in
respect of any criminal action or proceeding, did not reasonably believe that
his conduct was lawful.

     Article 2.02-1.E provides that if a director is found liable to the
corporation or is found liable on the basis that he improperly received a
personal benefit, the permissible indemnification (1) is limited to reasonable
expenses actually incurred by the person in connection with the proceeding, and
(2) shall not be made in respect of any proceeding in which the person shall
have been found liable for willful or intentional misconduct in the performance
of his duty to the corporation.

     Article 2.02-1.H provides that a corporation shall indemnify a director
against reasonable expenses incurred by him in connection with a proceeding in
which he is a named defendant or respondent because he is or was a director if
he has been wholly successful, on the merits or otherwise, in the defense of the
proceeding.

     Article 2.02-1.K provides that reasonable expenses incurred in defending a
civil or criminal action, suit or proceeding may be paid by the Company in
advance of the final disposition of such action, suit or proceeding as
authorized by the Board of Directors in the specific case on receipt of an
undertaking by or on behalf of the director or officer to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Company and the corporation receives a written affirmation by the
director of his good faith belief that he has met the standard of conduct
necessary for indemnification under the TBCA.

     With respect to the officers of a corporation, Article 2.02-1.O of the TBCA
provides that a corporation may indemnify and advance expenses to an officer of
the corporation to the same extent that it may indemnify and advance expenses to
directors under Article 2.02-1.

     Finally, Article 2.02-1.R provides that a corporation may purchase and
maintain insurance on behalf of any person who is or was a director or officer
against any liability asserted against him and incurred by him in such capacity,
whether or not the corporation would have the power to indemnify him against
that liability.  The Company currently maintains policies providing such
insurance.

Articles of Incorporation

     Article VIII of the Company's Articles of Incorporation, as amended,
provides that a director of the Company shall not be liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the TBCA as the same exists or may hereafter be
amended.

                                      -3-
<PAGE>
 
Bylaws

     Article 6 of the Bylaws of the Company, as amended, authorizes the Company
to indemnify any person (including its directors and officers) entitled to
indemnity under Texas law, to the fullest extent permitted by Texas law. In
addition, such provisions are not deemed exclusive of any other rights to which
any person may be entitled.

Item 8.   Exhibits.
          -------- 

4.1* Specimen form of certificate for Common Stock (Exhibit 4.1 to the Company's
     Registration Statement on Form S-1, Registration No. 333-34067).

4.2* Articles of Incorporation of the Company, as amended (Exhibit 3.1 to the 
     Company's Registration Statement Form  S-1, Registration No. 333-34067).

4.3* Bylaws of the Company, as amended (Exhibit 3.2 to the Company's 
     Registration Statement on Form S-1, Registration No. 333-34067).

5    Opinion and Consent of Randolph W. Bryant, Senior Vice President, General
     Counsel and Secretary of the Company, as to the validity of the Common
     Stock registered hereunder.

23.1 Consent of KPMG Peat Marwick LLP.

23.2 Consent of Deloitte & Touche LLP.

23.3 Consent of Moss Adams LLP.

23.4 Consent of Randolph W. Bryant, Senior Vice President, General Counsel and
     Secretary of the Company (included in the opinion filed as Exhibit 5
     hereto).

24   Powers of Attorney.
_______________

* 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
     of the securities registered hereby, a post-effective amendment to this
     registration statement:

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

                                      -4-
<PAGE>
 
               (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 this registration statement;

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

          provided, however, that the undertakings set forth in paragraphs
          (1)(i) and (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 Securities Exchange Act of 1934
          that are incorporated by reference in this registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment should 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) That, for the 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 Securities Exchange Act of 1934 that is
incorporated by reference in the 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.

     (h) 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 foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.

                                      -5-
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonably grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 8th day of
December, 1997.
   
                                    GROUP MAINTENANCE AMERICA CORP.
                                      (Registrant)


                                    By: /s/ J. PATRICK MILLINOR, JR.
                                       -------------------------------  
                                       J. Patrick Millinor, Jr.
                                       Chief Executive Officer

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT OR AMENDMENT THERETO HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS IN THE INDICATED CAPACITIES ON DECEMBER 8, 1997.

 
            Signature                                Title
            ---------                                -----
 
           JAMES P. NORRIS*             Chairman of the Board
--------------------------------------
           James P. Norris
                                       
  /S/ J. PATRICK MILLINOR, JR.          Director and Chief Executive Officer 
--------------------------------------  (principal executive officer)         
      J. Patrick Millinor, Jr.

       /S/ DARREN B. MILLER             Senior Vice President--Chief Financial
--------------------------------------  Officer (principal financial and  
           Darren B. Miller             accounting officer)


            DONALD L. LUKE*             Director, President and Chief
--------------------------------------  Operating Officer
            Donald L. Luke

  
         CHESTER J. JACHIMIEC*          Director
--------------------------------------
         Chester J. Jachimiec


           RICHARD S. ROUSE*            Director
--------------------------------------
           Richard S. Rouse


          JAMES D. JENNINGS*            Director
--------------------------------------
          James D. Jennings


          TIMOTHY JOHNSTON*             Director
--------------------------------------
          Timothy Johnston


          JOHN M. SULLIVAN*             Director
--------------------------------------
          John M. Sullivan


           JAMES D. WEAVER*             Director
--------------------------------------
           James D. Weaver


CONSTITUTING A MAJORITY OF THE BOARD OF
DIRECTORS OF GROUP MAINTENANCE AMERICA CORP.


*By:   /S/ RANDOLPH W. BRYANT
    ----------------------------------
           Randolph W. Bryant
  (Attorney-in-fact for persons indicated)

                                      -6-
<PAGE>
 
                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>
 
 
                                                                                    Sequentially
                                                                                    Numbered Page
                                                                                    ------------- 
<S>                                                                                  <C>          
4.1* Specimen form of certificate for Common Stock (Exhibit 4.1 to the Company's
     Registration Statement on Form S-1, Registration No. 333-34067).

4.2* Articles of Incorporation of the Company, as amended (Exhibit 3.1 to the 
     Company's Registration Statement Form  S-1, Registration No. 333-34067).

4.3* Bylaws of the Company, as amended (Exhibit 3.2 to the Company's 
     Registration Statement on Form S-1, Registration No. 333-34067).

5    Opinion and Consent of Randolph W. Bryant, Senior Vice President, General
     Counsel and Secretary of the Company, as to the validity of the Common
     Stock registered hereunder.

23.1 Consent of KPMG Peat Marwick LLP.

23.2 Consent of Deloitte & Touche LLP.

23.3 Consent of Moss Adams LLP.

23.4 Consent of Randolph W. Bryant, Senior Vice President, General Counsel and
     Secretary of the Company (included in the opinion filed as Exhibit 5
     hereto).

24   Powers of Attorney.
 
---------------
</TABLE>
* Incorporated herein by reference as indicated
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 1997 STOCK OPTION PLAN", "secsgml_size_bytes": 20349}]
{"company-data": {"conformed-name": "GROUP MAINTENANCE AMERICA CORP", "cik": "0001039690", "assigned-sic": "1700", "irs-number": "760535259", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41749", "film-number": "97734411"}, "business-address": {"street1": "8 GREENWAY PLZ", "street2": "SUITE 1500", "city": "HOUSTON", "state": "TX", "zip": "77046", "phone": "7136264778"}, "mail-address": {"street1": "1800 WEST LOOP SOUTH", "street2": "SUITE 1375", "city": "HOUSTON", "state": "TX", "zip": "77027"}}
As filed with the Securities and Exchange Commission on December 8, 1997

                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                        GROUP MAINTENANCE AMERICA CORP.
             (Exact name of registrant as specified in its charter)

                 TEXAS                                76-0535259
     (STATE OR OTHER JURISDICTION OF               (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                IDENTIFICATION NO.)

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

                          8 GREENWAY PLAZA, SUITE 1500
                              HOUSTON, TEXAS 77046
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)

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

             GROUP MAINTENANCE AMERICA CORP. 1997 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)
Randolph W. Bryant                                          Copy to:
Senior Vice President, General Counsel and Secretary                      Gary W. Orloff
          8 Greenway Plaza, Suite 1500                             Bracewell & Patterson, L.L.P.
            Houston, Texas 77046                                  711 Louisiana Street, Suite 2900
               (713) 860-0100                                        Houston, Texas 77002-2781
        (Name, address and telephone                                      (713) 223-2900
           number of agent for service)
---------------------

                        CALCULATION OF REGISTRATION FEE
================================================================================================================== 
                                                PROPOSED MAXIMUM      PROPOSED MAXIMUM        AMOUNT OF
 TITLES OF SECURITIES        AMOUNT TO BE        OFFERING PRICE      AGGREGATE OFFERING     REGISTRATION
 TO BE REGISTERED            REGISTERED(1)        PER SHARE(2)           PRICE(2)             FEE(2)
------------------------------------------------------------------------------------------------------------------
Common Stock,                 
$0.001 par value              598,000             $14.00              $8,372,000            $2,470
==================================================================================================================
(1)  Represents the number of shares of Common Stock currently reserved for
     issuance under the Registrant's plan referred to above (the "Plan").  This
     Registration Statement shall also include an indeterminable number of
     additional shares of Common Stock issuable pursuant to the antidilution
     provisions of the Plan.
(2)  Calculated pursuant to Rule 457(h) and (c) solely for the purpose of
     calculating the registration fee by reference to the average of the high
     and low sale prices of the Common Stock as reported on the New York Stock
     Exchange, Inc. on December 5, 1997, which  was $14.00, for an aggregate
     offering price for such shares of $8,372,000.
================================================================================
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.   Plan Information.*

Item 2.   Registrant Information and Employee Plan Annual Information.*

*    The information required by Items 1 and 2 of Part I of Form S-8 is omitted
     from this Registration Statement in accordance with the Note to Part 1 of
     Form S-8 and Rule 428 promulgated under the Securities Act of 1933, as
     amended (the "Securities Act").

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents filed by Group Maintenance America Corp., a Texas
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") are incorporated by reference into this Registration Statement:

          1.  Prospectus dated November 6, 1997, filed pursuant to Rule 424(b)
     under the Securities Act in connection with the Company's Registration
     Statement on Form S-1 (Registration No. 333-34067);

          2.  Form 8-A dated November 4, 1997 (Registration No. 001-13565) filed
     pursuant to Section 12(b) of the Securities Exchange Act of 1934, as
     amended (the "Exchange Act"); and

          3.  Form 10-Q for the period ended September 30, 1997 filed pursuant
     to Section 13(a) of the Exchange Act.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, after the date of this Registration Statement and
prior to the filing of a post-effective amendment hereto which indicates that
all securities offered have been sold or which deregisters all such securities
then remaining unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing such documents.  Any statement
contained herein or in any document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained in any
other 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 to constitute a part of this
Registration Statement, except as so modified or superseded.

Item 6.   Indemnification of Directors and Officers.

Texas Business Corporation Act

     Article 2.02-1.B of the Texas Business Corporation Act, as amended (the
"TBCA"), grants to a corporation the power to indemnify a person who was, is or
is threatened to be made a named defendant or respondent in a proceeding because
the person is or was a director against judgments, penalties (including excise
and similar taxes), fines, settlements and reasonable expenses actually incurred
in connection therewith, only if it is determined that the person (1) conducted
himself in good faith; (2) reasonably believed that (a) in the case of conduct
in his official capacity as a director of the corporation, his conduct was in
the corporation's best interests, and (b) in all other cases, his conduct
was at least not opposed to the corporation's best interest; and (3) in the case
of any criminal proceeding, he had no reasonable cause to believe that his
conduct was unlawful.

     Article 2.02-1.C limits the allowable indemnification by providing that,
except to the extent permitted by Article 2.02-1.E, a director may not be
indemnified in respect of a proceeding in which the person was found liable (1)
on the basis that he improperly received a personal benefit, whether or not the
benefit resulted from an action taken in his official capacity, or (2) to the
corporation.

     Article 2.02-1.D provides that 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, be determinative that the
person to be indemnified did not act in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company, and in
respect of any criminal action or proceeding, did not reasonably believe that
his conduct was lawful.

     Article 2.02-1.E provides that if a director is found liable to the
corporation or is found liable on the basis that he improperly received a
personal benefit, the permissible indemnification (1) is limited to reasonable
expenses actually incurred by the person in connection with the proceeding, and
(2) shall not be made in respect of any proceeding in which the person shall
have been found liable for willful or intentional misconduct in the performance
of his duty to the corporation.

     Article 2.02-1.H provides that a corporation shall indemnify a director
against reasonable expenses incurred by him in connection with a proceeding in
which he is a named defendant or respondent because he is or was a director if
he has been wholly successful, on the merits or otherwise, in the defense of the
proceeding.

     Article 2.02-1.K provides that reasonable expenses incurred in defending a
civil or criminal action, suit or proceeding may be paid by the Company in
advance of the final disposition of such action, suit or proceeding as
authorized by the Board of Directors in the specific case on receipt of an
undertaking by or on behalf of the director or officer to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Company and the corporation receives a written affirmation by the
director of his good faith belief that he has met the standard of conduct
necessary for indemnification under the TBCA.

     With respect to the officers of a corporation, Article 2.02-1.O of the TBCA
provides that a corporation may indemnify and advance expenses to an officer of
the corporation to the same extent that it may indemnify and advance expenses to
directors under Article 2.02-1.

     Finally, Article 2.02-1.R provides that a corporation may purchase and
maintain insurance on behalf of any person who is or was a director or officer
against any liability asserted against him and incurred by him in such capacity,
whether or not the corporation would have the power to indemnify him against
that liability.  The Company currently maintains policies providing such
insurance.

Articles of Incorporation

     Article VIII of the Company's Articles of Incorporation, as amended,
provides that a director of the Company shall not be liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the TBCA as the same exists or may hereafter be
amended.

                                      -3-
Bylaws

     Article 6 of the Bylaws of the Company, as amended, authorizes the Company
to indemnify any person (including its directors and officers) entitled to
indemnity under Texas law, to the fullest extent permitted by Texas law. In
addition, such provisions are not deemed exclusive of any other rights to which
any person may be entitled.

Item 8.   Exhibits.
          -------- 

4.1* Specimen form of certificate for Common Stock (Exhibit 4.1 to the Company's
     Registration Statement on Form S-1, Registration No. 333-34067).

4.2* Articles of Incorporation of the Company, as amended (Exhibit 3.1 to the 
     Company's Registration Statement Form  S-1, Registration No. 333-34067).

4.3* Bylaws of the Company, as amended (Exhibit 3.2 to the Company's 
     Registration Statement on Form S-1, Registration No. 333-34067).

5    Opinion and Consent of Randolph W. Bryant, Senior Vice President, General
     Counsel and Secretary of the Company, as to the validity of the Common
     Stock registered hereunder.

23.1 Consent of KPMG Peat Marwick LLP.

23.2 Consent of Deloitte & Touche LLP.

23.3 Consent of Moss Adams LLP.

23.4 Consent of Randolph W. Bryant, Senior Vice President, General Counsel and
     Secretary of the Company (included in the opinion filed as Exhibit 5
     hereto).

24   Powers of Attorney.
_______________

* 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
     of the securities registered hereby, a post-effective amendment to this
     registration statement:

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

                                      -4-
(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 this registration statement;

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

          provided, however, that the undertakings set forth in paragraphs
          (1)(i) and (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 Securities Exchange Act of 1934
          that are incorporated by reference in this registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment should 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) That, for the 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 Securities Exchange Act of 1934 that is
incorporated by reference in the 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.

     (h) 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 foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 Act and will be governed by the final adjudication of
such issue.

                                      -5-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonably grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 8th day of
December, 1997.
   
                                    GROUP MAINTENANCE AMERICA CORP.
                                      (Registrant)

                                    By: /s/ J. PATRICK MILLINOR, JR.
                                       -------------------------------  
                                       J. Patrick Millinor, Jr.
                                       Chief Executive Officer

     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT OR AMENDMENT THERETO HAS BEEN SIGNED BELOW BY THE
FOLLOWING PERSONS IN THE INDICATED CAPACITIES ON DECEMBER 8, 1997.

 
            Signature                                Title
            ---------                                -----
 
           JAMES P. NORRIS*             Chairman of the Board
--------------------------------------
           James P. Norris
                                       
  /S/ J. PATRICK MILLINOR, JR.          Director and Chief Executive Officer 
--------------------------------------  (principal executive officer)         
      J. Patrick Millinor, Jr.

       /S/ DARREN B. MILLER             Senior Vice President--Chief Financial
--------------------------------------  Officer (principal financial and  
           Darren B. Miller             accounting officer)

            DONALD L. LUKE*             Director, President and Chief
--------------------------------------  Operating Officer
            Donald L. Luke

  
         CHESTER J. JACHIMIEC*          Director
--------------------------------------
         Chester J. Jachimiec

           RICHARD S. ROUSE*            Director
--------------------------------------
           Richard S. Rouse

          JAMES D. JENNINGS*            Director
--------------------------------------
          James D. Jennings

          TIMOTHY JOHNSTON*             Director
--------------------------------------
          Timothy Johnston

          JOHN M. SULLIVAN*             Director
--------------------------------------
          John M. Sullivan

           JAMES D. WEAVER*             Director
--------------------------------------
           James D. Weaver

CONSTITUTING A MAJORITY OF THE BOARD OF
DIRECTORS OF GROUP MAINTENANCE AMERICA CORP.

*By:   /S/ RANDOLPH W. BRYANT
    ----------------------------------
           Randolph W. Bryant
  (Attorney-in-fact for persons indicated)

                                      -6-
INDEX TO EXHIBITS
Sequentially
                                                                                    Numbered Page
                                                                                    -------------
4.1* Specimen form of certificate for Common Stock (Exhibit 4.1 to the Company's
     Registration Statement on Form S-1, Registration No. 333-34067).

4.2* Articles of Incorporation of the Company, as amended (Exhibit 3.1 to the 
     Company's Registration Statement Form  S-1, Registration No. 333-34067).

4.3* Bylaws of the Company, as amended (Exhibit 3.2 to the Company's 
     Registration Statement on Form S-1, Registration No. 333-34067).

5    Opinion and Consent of Randolph W. Bryant, Senior Vice President, General
     Counsel and Secretary of the Company, as to the validity of the Common
     Stock registered hereunder.

23.1 Consent of KPMG Peat Marwick LLP.

23.2 Consent of Deloitte & Touche LLP.

23.3 Consent of Moss Adams LLP.

23.4 Consent of Randolph W. Bryant, Senior Vice President, General Counsel and
     Secretary of the Company (included in the opinion filed as Exhibit 5
     hereto).

24   Powers of Attorney.
 
---------------
* Incorporated herein by reference as indicated