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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000893750-02-000173.txt : 20020415
<SEC-HEADER>0000893750-02-000173.hdr.sgml : 20020415
ACCESSION NUMBER:		0000893750-02-000173
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020301
ITEM INFORMATION:		Acquisition or disposition of assets
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020313

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			EMCOR GROUP INC
		CENTRAL INDEX KEY:			0000105634
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRICAL WORK [1731]
		IRS NUMBER:				112125338
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-08267
		FILM NUMBER:		02574179

	BUSINESS ADDRESS:	
		STREET 1:		101 MERRITT SEVEN CORPORATE PK
		STREET 2:		7TH FLOOR
		CITY:			NORWALK
		STATE:			CT
		ZIP:			06851
		BUSINESS PHONE:		2038497800

	MAIL ADDRESS:	
		STREET 1:		101 MERRITT SEVEN CORPORATE PARK
		STREET 2:		7TH FLOOR
		CITY:			NORWALK
		STATE:			CT
		ZIP:			06851

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	JWP INC/DE/
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	WELSBACH CORP
		DATE OF NAME CHANGE:	19761119

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	JAMAICA WATER PROPERTIES INC
		DATE OF NAME CHANGE:	19860518
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                   FORM 8-K

                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

        Date of report (Date of earliest event reported) March 1, 2002

                               EMCOR GROUP, INC.
- ------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)



           Delaware                         0-2315              11-2125338
- -----------------------------------    ----------------    -------------------
(State or Other Jurisdiction of        (Commission File       (IRS Employer
        Incorporation)                      Number)        Identification No.)


                 101 Merritt Seven
                     Norwalk, CT                                 06851
- ----------------------------------------------------          ----------
       (Address of principal executive offices)               (Zip Code)



Registrant's telephone number, including area code:  (203) 849-7800



<PAGE>


Item 2.  Acquisition or Disposition of Assets.

         On March 1, 2002, EMCOR-CSI Holding Co. ("EMCOR Holding"), a Delaware
corporation and wholly-owned subsidiary of EMCOR Group, Inc. (the "Company"),
acquired all the outstanding capital stock of, and ownership interests in, 19
subsidiaries of Comfort Systems USA, Inc., a Delaware corporation ("Comfort
Systems"). EMCOR Holding paid approximately $164.25 million in cash and
assumed approximately $22 million of Comfort Systems notes payable to former
owners of certain of the acquired companies. Of the cash consideration paid in
the transaction, $50 million was obtained as a revolving loan under the
Company's amended and restated credit facility, dated as of December 22, 1998,
with a group of banks led by Harris Trust and Savings Bank, as agent, while
the balance of the cash purchase price was provided by the Company from its
own available funds.


Item 7.  Financial Statements and Exhibits.

         (a)  Financial statements of businesses acquired.

         Financial statements required by this item shall be filed not later
than 60 days after the date that this report is required to be filed.

         (b)  Pro forma financial information.

         Financial statements required by this item shall be filed not later
than 60 days after the date that this report is required to be filed.

         (c)  Exhibits.

         2.1      Purchase Agreement, dated as of February 11, 2002, by and
                  among Comfort Systems USA, Inc. and EMCOR-CSI Holding Co.
                  (filed as Exhibit 2.1 to the Company's Current Report on
                  Form 8-K, dated as of February 14, 2002 and incorporated
                  herein by reference.)

         99.1     Press Release dated March 4, 2002.



<PAGE>


                                   SIGNATURE

                  Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.

                                          EMCOR GROUP, INC.


DATED:  March 13, 2002                    By:  /s/ Sheldon I. Cammaker
                                              ----------------------------
                                          Name:   Sheldon I. Cammaker
                                          Title:  Executive Vice President




<PAGE>


Exhibit Index
- -------------

Exhibit        Description
- -------        -----------

2.1       Purchase Agreement, dated as of February 11, 2002, by and among
          Comfort Systems USA, Inc. and EMCOR-CSI Holding Co.
          (filed as Exhibit 2.1 to the Company's Current Report on Form 8-K,
          dated as of February 14, 2002 and incorporated herein by reference.)

99.1      Press Release dated March 4, 2002.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>exh99_1.txt
<DESCRIPTION>EXHIBIT 99.1 NEWS RELEASE
<TEXT>
                                                                  EXHIBIT 99.1

                                                                  News Release


                                    CONTACT:  R. Kevin Matz
                                              Vice President & Treasurer
                                              (203) 849-7938

                                              Morgen-Walke Associates
                                              Christine Mohrmann, Eric Boyriven
                                              Media contact: Laura Novak
                                              (212) 850-5600


              EMCOR GROUP, INC. COMPLETES TRANSACTION TO ACQUIRE
                 CERTAIN SUBSIDIARIES OF COMFORT SYSTEMS USA
 -- Acquisition to Broaden EMCOR's Geographic Presence and Market Diversity --

NORWALK, CONNECTICUT, March 4, 2002 - EMCOR Group, Inc. (NYSE: EME) today
announced that it had completed its previously announced acquisition of 19
subsidiary companies of Comfort Systems USA, Inc. (NYSE: FIX). As reported,
the total purchase price is $186.25 million.

The companies acquired had 2001 revenues of approximately $650 million and
employ approximately 3,800 technical and service employees in 11 states. Based
predominantly in the Midwest and New Jersey, the acquired companies are active
in the installation and maintenance of mechanical systems, including the
design and installation of process and fire protection systems, and provide
services to a wide variety of industries, including the food processing,
pharmaceutical and manufacturing/distribution sectors.

EMCOR was advised on the transaction by Credit Suisse First Boston.

EMCOR Group, Inc. is a worldwide leader in mechanical and electrical
construction services and facilities services. This press release and other
press releases and information can be viewed at the Company's website at
www.emcorgroup.com.

     This release may include "forward looking statements". These statements
are based on certain assumptions and analyses made by the Company in light of
its experience and its perception of historical trends, current conditions,
expected future developments and other factors it believes are appropriate.
Such statements are subject to a number of assumptions, risks and
uncertainties, general economic and business conditions, business
opportunities that may be presented to and pursued by the Company and other
factors, many of which are beyond the control of the Company. Actual results
may differ materially from those anticipated in the statements.

                                     # # #


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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