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<SEC-DOCUMENT>0000105634-05-000077.txt : 20050428
<SEC-HEADER>0000105634-05-000077.hdr.sgml : 20050428
<ACCEPTANCE-DATETIME>20050428080819
ACCESSION NUMBER:		0000105634-05-000077
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20050331
FILED AS OF DATE:		20050428
DATE AS OF CHANGE:		20050428

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:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-08267
		FILM NUMBER:		05778205

	BUSINESS ADDRESS:	
		STREET 1:		301 MERRITT SEVEN CORPORATE PK
		STREET 2:		6TH FLOOR
		CITY:			NORWALK
		STATE:			CT
		ZIP:			06851
		BUSINESS PHONE:		203-849-7800

	MAIL ADDRESS:	
		STREET 1:		301 MERRITT SEVEN CORPORATE PARK
		STREET 2:		6TH 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:	JAMAICA WATER PROPERTIES INC
		DATE OF NAME CHANGE:	19860518

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	WELSBACH CORP
		DATE OF NAME CHANGE:	19761119
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>a30510q.txt
<DESCRIPTION>EMCOR 10-Q FOR 3-31-05
<TEXT>
1


                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q


             [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2005

                                       OR

   [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
                              EXCHANGE ACT OF 1934

             For the transition period from __________ to __________


                          Commission file number 1-8267

                                EMCOR Group, Inc.
       -------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                         11-2125338
- -------------------------------                 --------------------------------
(State or Other Jurisdiction of                 (I.R.S. Employer Identification
 Incorporation or Organization)                               Number)


301 Merritt Seven Corporate Park
       Norwalk, Connecticut                              06851-1060
- --------------------------------                         ----------
(Address of Principal Executive                          (Zip Code)
             Offices)

                                 (203) 849-7800
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

                                       N/A
- --------------------------------------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                         if Changed Since Last Report)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  and Exchange Act
of 1934  during the  preceding  12 months (or for such  shorter  period that the
registrant  was  required  to file such  reports),  and (2) has been  subject to
filing requirements for the past 90 days. Yes X No __

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes X  No __

                      Applicable Only To Corporate Issuers

     Number of shares of Common Stock outstanding as of the close of business on
April 20, 2005: 15,500,408 shares.
<PAGE>






                                EMCOR GROUP, INC.
                                      INDEX


                                                                        Page No.


PART I - Financial Information

Item 1     Financial Statements

    Condensed Consolidated Balance Sheets -
    as of March 31, 2005 and December 31, 2004                                 1

    Condensed Consolidated Statements of Operations -
    three months ended March 31, 2005 and 2004                                 3

    Condensed Consolidated Statements of Cash Flows -
    three months ended March 31, 2005 and 2004                                 4

    Condensed Consolidated Statements of Stockholders'
    Equity and Comprehensive Income -
    three months ended March 31, 2005 and 2004                                 5

    Notes to Condensed Consolidated Financial Statements                       6


Item 2     Management's Discussion and Analysis of Results of Operations
                and Financial Condition                                       11

Item 3     Quantitative and Qualitative Disclosures about Market Risk         21

Item 4     Controls and Procedures                                            21

PART II - Other Information

Item 1     Legal Proceedings                                                  22

Item 6     Exhibits                                                           23


<PAGE>




PART I. - FINANCIAL INFORMATION.

ITEM 1. FINANCIAL STATEMENTS.


EMCOR Group, Inc. and Subsidiaries


CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
- --------------------------------------------------------------------------------
                                                       March 31,    December 31,
                                                         2005           2004
                                                     (Unaudited)
- --------------------------------------------------------------------------------

                           ASSETS

Current assets:
    Cash and cash equivalents                        $   69,272       $   70,404
    Accounts receivable, net                          1,038,357        1,073,454
    Costs and estimated earnings in excess
       of billings on uncompleted contracts             230,382          240,716
    Inventories                                           9,359           10,580
    Prepaid expenses and other                           30,674           30,417
                                                     ----------       ----------
       Total current assets                           1,378,044        1,425,571

Investments, notes and other long-term
    receivables                                          26,783           26,472

Property, plant and equipment, net                       54,447           56,468

Goodwill                                                279,929          279,432

Identifiable intangible assets, net                      17,921           18,782

Other assets                                             10,362           11,244
                                                     ----------       ----------
       Total assets                                  $1,767,486       $1,817,969
                                                     ==========       ==========

See Notes to Condensed Consolidated Financial Statements.

<PAGE>
EMCOR Group, Inc. and Subsidiaries


CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
- --------------------------------------------------------------------------------
                                                       March 31,    Dceember 31,
                                                         2005           2004
                                                     (Unaudited)
- --------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Borrowings under working capital credit line        $   82,400     $   80,000
  Current maturities of long-term debt and capital
      lease obligations                                      828            806
  Accounts payable                                       427,667        467,415
  Billings in excess of costs and estimated
      earnings on uncompleted contracts                  351,827        359,667
  Accrued payroll and benefits                           129,578        138,771
  Other accrued expenses and liabilities                 112,604        115,714
                                                      ----------     ----------
      Total current liabilities                        1,104,904      1,162,373

  Long-term debt and capital lease obligations             1,360          1,332

  Other long-term obligations                             96,788         91,903
                                                      ----------     ----------
      Total liabilities                                1,203,052      1,255,608
                                                      ----------     ----------
Stockholders'equity:
  Preferred stock, $0.10 par value, 1,000,000 shares
       authorized, zero issued and outstanding                --             --
  Common stock, $0.01 par value, 30,000,000 shares
       authorized, 16,588,602 and 16,324,335 shares
       issued, respectively                                  166            163
  Capital surplus                                        320,480        318,122
  Accumulated other comprehensive income                   6,779          7,699
  Retained earnings                                      255,041        253,128
  Treasury stock, at cost 1,088,194 and 1,088,286
       shares, respectively                              (18,032)       (16,751)
                                                      ----------     ----------
      Total stockholders' equity                         564,434        562,361
                                                      ----------     ----------
Total liabilities and stockholders' equity            $1,767,486     $1,817,969
                                                      ==========     ==========


See Notes to Condensed Consolidated Financial Statements.


<PAGE>


EMCOR Group, Inc. and Subsidiaries


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)(Unaudited)
- -------------------------------------------------------------------------------
Three months ended March 31,                       2005                 2004
- -------------------------------------------------------------------------------

Revenues                                       $1,093,208            $1,109,086
Cost of sales                                     993,125             1,007,923
                                               ----------            ----------

Gross profit                                      100,083               101,163
Selling, general and administrative expenses       93,384               100,533
Restructuring expenses                              1,171                 5,179
                                               ----------            ----------

Operating income (loss)                             5,528                (4,549)
Interest expense, net                              (1,640)               (1,678)
Minority interest                                    (865)                 (468)
                                               ----------            ----------

Income (loss) before income taxes                   3,023                (6,695)
Income tax provision (benefit)                      1,110               (12,412)
                                               ----------            ----------
Net income                                     $    1,913            $    5,717
                                               ==========            ==========
Basic earning per share                        $     0.12            $     0.38
                                               ==========            ==========
Diluted earnings per share                     $     0.12            $     0.37
                                               ==========            ==========


See Notes to Condensed Consolidated Financial Statements.



<PAGE>


EMCOR Group, Inc. and Subsidiaries

<TABLE>
<CAPTION>

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)(Unaudited)
- ---------------------------------------------------------------------------------------------
Three months ended March 31,                                       2005         2004
- ---------------------------------------------------------------------------------------------

Cash flows from operating activities:
<S>                                                            <C>           <C>
  Net income                                                   $   1,913     $   5,717
  Depreciation and amortization                                    4,384         5,070
  Amortization of identifiable intangibles                           861           861
  Minority interest                                                  865           468
  Other non-cash expenses                                            420           670
  Changes in operating assets and liabilities                     (9,046)      (14,954)
                                                               ---------     ---------
Net cash used in operating activities                               (603)       (2,168)
                                                               ---------     ---------
Cash flows from investing activities:
  Payments for earn-out agreements                                  (497)       (1,310)
  Proceeds from sale of property, plant and equipment                671           802
  Purchase of property, plant and equipment                       (3,342)       (2,409)
  Net (disbursements) proceeds related to other investments         (311)          544
                                                               ---------     ---------
Net cash used in investing activities                             (3,479)       (2,373)
                                                               ---------     ---------
Cash flows from financing activities:
  Proceeds from working capital credit lines                     235,200       188,450
  Repayments of working capital credit lines                    (232,800)     (209,450)
  Net repayments for long-term debt                                  (17)          (30)
  Repayments for capital lease obligations                           (26)          (50)
  Net proceeds from exercise of stock options                        593           357
                                                               ---------     ---------
Net cash provided by (used in) financing activities                2,950       (20,723)
                                                               ---------     ---------
Decrease in cash and cash equivalents                             (1,132)      (25,264)
Cash and cash equivalents at beginning of year                    70,404        78,260
                                                               ---------     ---------
Cash and cash equivalents at end of period                     $  69,272     $  52,996
                                                               =========     =========

Supplemental cash flow information:
  Cash paid for:
    Interest                                                   $   1,961     $   1,926
    Income taxes                                               $   1,479     $   2,662
  Non-cash financing activities:
    Borrowings under capital lease obligations                 $      93     $      --

See Notes to Condensed Consolidated Financial Statements.

</TABLE>
<PAGE>




EMCOR Group, Inc. and Subsidiaries
<TABLE>
<CAPTION>

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
AND COMPREHENSIVE INCOME
(In thousands, except share data)(Unaudited)
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                        Accumulated
                                                                           other
                                               Common      Capital     comprehensive    Retained    Treasury    Comprehensive
                                     Total      stock      surplus     income (loss)(1) earnings      stock      income (loss)
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>          <C>        <C>             <C>          <C>         <C>            <C>
Balance, January 1,  2004          $521,356     $162       $316,729        $1,257       $219,921    $(16,713)
  Net income                          5,717       --             --            --          5,717          --       $ 5,717
  Foreign currency translation
     adjustments                     (1,044)      --             --        (1,044)            --          --        (1,044)
                                                                                                                   -------
  Comprehensive income                                                                                             $ 4,673
                                                                                                                   =======
  Issuance of treasury stock
     for restricted stock units (3)      --       --           (836)           --             --         836
  Treasury stock, at cost (4)          (902)      --             --            --             --        (902)
  Common stock issued under
     stock option plans, net            357       --            357            --             --          --
  Value of Restricted Stock
     Units (2)                          668       --            668            --             --          --
                                   --------     ----       --------        ------       --------    --------
Balance, March 31, 2004            $526,152     $162       $316,918        $  213       $225,638    $(16,779)
                                   ========     ====       ========        ======       ========    ========

Balance, January 1,  2005          $562,361     $163       $318,122        $7,699       $253,128    $(16,751)
  Net income                          1,913       --             --            --          1,913          --       $1,913
  Foreign currency translation
     adjustments                       (920)      --             --          (920)            --          --         (920)
                                                                                                                   ------
  Comprehensive income                                                                                             $  993
                                                                                                                   ======
  Issuance of treasury stock
     for restricted stock units (3)      --       --           (540)           --             --         540
  Treasury stock, at cost (4)          (871)      --             --            --             --        (871)
  Common stock issued under
     stock option plans, net (5)        593        3          1,540            --             --        (950)
  Value of Restricted Stock
     Units (2)                        1,358       --          1,358            --             --          --
                                   --------     ----       --------        ------       --------    --------
Balance, March 31, 2005            $564,434     $166       $320,480        $6,779       $255,041    $(18,032)
                                   ========     ====       ========        ======       ========    ========
</TABLE>

(1)  Represents cumulative foreign currency translation  adjustments and minimum
     pension liability adjustments.
(2)  Shares of common stock will be issued in respect of restricted  stock units
     granted  pursuant  to EMCOR's  Executive  Stock  Bonus  Plan.  This  amount
     represents the value of restricted stock units at the date of grant.
(3)  Represents  common stock  transferred  at cost from treasury stock upon the
     vesting of restricted stock units.
(4)  Represents value of shares of common stock withheld by EMCOR for income tax
     withholding requirements upon the vesting of restricted stock units.
(5)  The treasury  stock amount  includes  $978.0 as the value of 20,468  shares
     received as payment for the exercise  price of stock  options less $28.0 as
     the value of the treasury shares delivered upon the exercise of other stock
     options.


See Notes to Condensed Consolidated Financial Statements.



<PAGE>


EMCOR Group, Inc and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE A Basis of Presentation

The accompanying  condensed consolidated financial statements have been prepared
by EMCOR Group, Inc. and Subsidiaries ("EMCOR"),  without audit, pursuant to the
interim  period  reporting  requirements  of Form  10-Q.  Consequently,  certain
information  and note  disclosures  normally  included in  financial  statements
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States have been  condensed  or omitted.  Readers of this report  should
refer to the consolidated financial statements and the notes thereto included in
EMCOR's latest Annual Report on Form 10-K filed with the Securities and Exchange
Commission.

In the  opinion of EMCOR,  the  accompanying  unaudited  condensed  consolidated
financial  statements  contain  all  adjustments  (consisting  only of a  normal
recurring  nature)  necessary to present fairly the financial  position of EMCOR
and the results of its operations. The results of operations for the three month
period ended March 31, 2005 are not necessarily  indicative of the results to be
expected for the year ending December 31, 2005.

Certain  reclassifications  of prior year  amounts  have been made to conform to
current year presentation.

NOTE B Earnings Per Share

Calculation of Basic and Diluted Earnings per share

The following tables summarize EMCOR's calculation of Basic and Diluted Earnings
per Share ("EPS") for the three month periods ended March 31, 2005 and 2004:

                                                    Three months ended
                                                       March 31, 2005
                                          --------------------------------------
                                             Income       Shares      Per Share
                                          (Numerator)  (Denominator)   Amount
                                          --------------------------------------
Basic EPS
Income available to common stockholders   $1,913,000    15,353,231     $0.12
                                                                       =====
Effect of Dilutive Securities
     Options                                      --       346,257
                                          ----------    ----------
Diluted EPS                               $1,913,000    15,699,488     $0.12
                                          ==========    ==========     =====



                                                    Three months ended
                                                       March 31, 2004
                                          --------------------------------------
                                             Income       Shares      Per Share
                                          (Numerator)  (Denominator)   Amount
                                          --------------------------------------
Basic EPS
Income available to common stockholders   $5,717,000    15,057,308     $0.38
                                                                       =====
Effect of Dilutive Securities
     Options                                      --       405,633
                                          ----------    ----------
Diluted EPS                               $5,717,000    15,462,941     $0.37
                                          ==========    ==========     =====


There were 425,499 and 859,647 anti-dilutive stock options that were required to
be excluded  from the  calculation  of diluted  EPS for the three month  periods
ended March 31, 2005 and 2004, respectively.


<PAGE>



EMCOR Group, Inc and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)


NOTE C Valuation of Stock Option Grants

EMCOR has stock-based  compensation plans and programs. EMCOR applies Accounting
Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to  Employees"
("APB 25") and related  interpretations  in  accounting  for its stock  options.
Accordingly,  no  compensation  cost has  been  recognized  in the  accompanying
Condensed Consolidated Statements of Operations for the three months ended March
31,  2005 and 2004 in respect of stock  options  granted  during  those  periods
inasmuch as EMCOR grants stock  options at fair market value.  Had  compensation
cost for these options been determined consistent with SFAS 123, "Accounting for
Stock-Based Compensation" and SFAS 148, "Accounting for Stock-Based Compensation
- -  Transition  and  Disclosure,"  EMCOR's net income,  basic  earnings per share
("Basic  EPS") and diluted  earnings per share  ("Diluted  EPS") would have been
reduced from the "as reported  amounts"  below to the "pro forma  amounts" below
for the three  month  periods  ended  March 31 (in  thousands,  except per share
amounts):
<TABLE>
<CAPTION>

                                                                   For the three months ended
                                                                          March 31,
                                                                   --------------------------
                                                                       2005          2004
                                                                   --------------------------
Net income:
<S>                                                                   <C>           <C>
  As reported ......................................................  $1,913        $5,717
  Less: Total stock-based compensation expense determined
    under fair value based method, net of related tax effects.......     299           719
                                                                      ------        ------
  Pro Forma.........................................................  $1,614        $4,998
                                                                      ======        ======

Basic EPS:
  As reported.......................................................  $ 0.12        $ 0.38
  Pro Forma.........................................................  $ 0.11        $ 0.33
Diluted EPS:
  As reported.......................................................  $ 0.12        $ 0.37
  Pro Forma ........................................................  $ 0.10        $ 0.32
</TABLE>

Common Stock

As of March 31, 2005 and December 31, 2004, 15,500,408 and 15,236,049 shares of
EMCOR common stock were outstanding, respectively.



<PAGE>


EMCOR Group, Inc and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE D Segment Information

EMCOR has the following  reportable  segments which provide services  associated
with the design, integration,  installation,  startup, operation and maintenance
of various  systems:  (a) United States  electrical  construction and facilities
services (involving systems for generation and distribution of electrical power,
lighting   systems,   low-voltage   systems   such  as  fire  alarm,   security,
communications  and process  control  systems and voice and data  systems);  (b)
United States mechanical construction and facilities services (involving systems
for heating, ventilation, air conditioning, refrigeration and clean-room process
ventilation systems, and plumbing,  process and high-purity piping systems); (c)
United  States  facilities  services;  (d) Canada  construction  and  facilities
services; (e) United Kingdom construction and facilities services; and (f) Other
international  construction and facilities services.  The segment "United States
facilities  services"  principally  consists of those operations which provide a
portfolio  of  services  needed to support  the  operation  and  maintenance  of
customers'  facilities  (mobile operation and maintenance  services,  site-based
operation and maintenance  services,  facility planning and consulting services,
energy  management  programs and the design and  construction of  energy-related
projects)  which services are not generally  related to customers'  construction
programs.  The Canada,  United Kingdom and Other international  segments perform
electrical construction, mechanical construction and facilities services. "Other
international   construction  and  facilities   services"   represents   EMCOR's
operations  outside  of  the  United  States,  Canada  and  the  United  Kingdom
(primarily  in  South  Africa  and  the  Middle  East)   performing   electrical
construction,  mechanical construction and facilities services. EMCOR's interest
in the South African joint venture was sold in August 2004. The following tables
present information about industry segments and geographic areas (in thousands):

<TABLE>
<CAPTION>

                                                                     For the three months ended March 31,
                                                                     ------------------------------------
                                                                         2005                2004
                                                                      ----------          ----------
Revenues from unrelated entities:
<S>                                                                   <C>                 <C>
  United States electrical construction and facilities services       $  275,884          $  278,875
  United States mechanical construction and facilities services          402,341             422,714
  United States facilities services                                      181,834             178,481
                                                                      ----------          ----------
  Total United States operations                                         860,059             880,070
  Canada construction and facilities services                             66,202              75,683
  United Kingdom construction and facilities services                    166,947             153,333
  Other international construction and facilities services                    --                  --
                                                                      ----------          ----------
  Total worldwide operations                                          $1,093,208          $1,109,086
                                                                      ==========          ==========
</TABLE>

<TABLE>
<CAPTION>
                                                                     For the three months ended March 31,
                                                                     ------------------------------------
                                                                         2005                2004
                                                                         ----                ----

Total revenues:
<S>                                                                   <C>                 <C>
  United States electrical construction and facilities services       $  279,725          $  281,971
  United States mechanical construction and facilities services          404,030             433,351
  United States facilities services                                      182,296             178,836
  Less intersegment revenues                                              (5,992)            (14,088)
                                                                      ----------          ----------
  Total United States operations                                         860,059             880,070
  Canada construction and facilities services                             66,202              75,683
  United Kingdom construction and facilities services                    166,947             153,333
  Other international construction and facilities services                    --                  --
                                                                      ----------          ----------
  Total worldwide operations                                          $1,093,208          $1,109,086
                                                                      ==========          ==========

</TABLE>



<PAGE>


EMCOR Group, Inc and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE D Segment Information - (continued)
<TABLE>
<CAPTION>

                                                                     For the three months ended March 31,
                                                                     ------------------------------------
                                                                        2005                2004
                                                                        ----                ----
Operating income (loss):
<S>                                                                 <C>                 <C>
  United States electrical construction and facilities services     $   15,979          $   17,309
  United States mechanical construction and facilities services         (3,053)             (7,609)
  United States facilities services                                      4,422              (1,319)
                                                                    ----------          ----------
  Total United States operations                                        17,348               8,381
  Canada construction and facilities services                             (726)                 21
  United Kingdom construction and facilities services                     (472)             (1,325)
  Other international construction and facilities services                 (52)                278
  Corporate administration                                              (9,399)             (6,725)
  Restructuring expenses                                                (1,171)             (5,179)
                                                                    ----------          ----------
  Total worldwide operations                                             5,528              (4,549)

Other corporate items:
  Interest expense                                                      (2,213)             (1,847)
  Interest income                                                          573                 169
  Minority Interest                                                       (865)               (468)
                                                                    ----------          ----------
  Income (loss) before income taxes                                 $    3,023          $   (6,695)
                                                                    ==========          ==========
</TABLE>


<TABLE>
<CAPTION>
                                                                      March 31,         December 31,
                                                                    ---------------------------------
                                                                         2005               2004
                                                                         ----               ----
Total assets:
<S>                                                                 <C>                 <C>
  United States electrical construction and facilities services     $  339,791          $  358,056
  United States mechanical construction and facilities services        736,892             757,725
  United States facilities services                                    315,194             323,206
                                                                    ----------          ----------
  Total United States operations                                     1,391,877           1,438,987
  Canada construction and facilities services                          120,655             108,843
  United Kingdom construction and facilities services                  196,147             199,138
  Other international construction and facilities services               3,518               3,887
  Corporate administration                                              55,289              67,114
                                                                    ----------          ----------
  Total worldwide operations                                        $1,767,486          $1,817,969
                                                                    ==========          ==========
</TABLE>


NOTE E Retirement Plans

Components of Net Periodic Pension Benefit Cost

The components of net periodic pension benefit cost for three months ended March
31, 2005 and 2004 were as follows (in thousands):

                                              For  the   three   months   ended
                                                          March 31,
                                             -----------------------------------
                                                    2005              2004
                                                    ----              ----

Service cost                                      $ 1,006           $ 1,261
Interest cost                                       2,499             2,232
Expected return on plan assets                     (2,548)           (2,234)
Amortization of prior service cost
                                                       22                (2)
Amortization of net loss                              348               351
                                                  -------           -------
Net periodic pension benefit cost                 $ 1,327           $ 1,608
                                                  =======           =======

<PAGE>

EMCOR Group, Inc and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)


NOTE E Retirement Plans - (continued)

Employer Contributions

For the three months ended March 31, 2005,  EMCOR's  United  Kingdom  subsidiary
contributed  $1.6 million to its defined  benefit  pension plan and  anticipates
contributing an additional $5.9 million during the remainder of 2005.

NOTE F Income Taxes

For the three  months ended March 31, 2005,  the income tax  provision  was $1.1
million based on $3.0 million of income before income taxes, an effective income
tax rate of 37%,  compared  to an income tax  benefit of $12.4  million  for the
three  months  ended  March 31,  2004.  The income tax benefit in the prior year
period was  comprised  of a reversal of $9.6  million in income tax  reserves no
longer  required  based on a current  analysis  of probable  exposures  and $2.8
million of a tax benefit based on an effective  income tax rate of 42% on a $6.7
million loss before income taxes.  The decrease in the effective income tax rate
for the three  months  ended March 31, 2005  compared to the three  months ended
March 31, 2004 was  primarily  due to increased  income  anticipated  in certain
lower effective tax rate jurisdictions.

NOTE G Legal Proceedings

See Part II - Other Information, Item 1 - Legal Proceedings.

NOTE H New Accounting Pronouncement

On December 16, 2004,  the Financial  Accounting  Standards  Board (FASB) issued
FASB Statement No. 123 (revised 2004), Share-Based Payment ("123(R)"),  which is
a revision of FASB Statement No. 123,  Accounting for Stock-Based  Compensation.
Statement 123(R)  supersedes APB Opinion No. 25,  Accounting for Stock Issued to
Employees, and amends FASB Statement No. 95, Statement of Cash Flows. Generally,
the  approach  in  Statement  123(R) is similar  to the  approach  described  in
Statement 123.  However,  Statement 123(R) requires all share-based  payments to
employees,  including grants of employee stock options,  to be recognized in the
income statement based on their fair values. Pro forma disclosure will no longer
be an  alternative.  Statement  123(R) must be adopted no later than  January 1,
2006 (postponed  from July 1, 2005 by the United States  Securities and Exchange
Commission on April 15, 2005).  EMCOR will adopt Statement  123(R) on January 1,
2006.

As permitted by Statement 123, EMCOR currently accounts for share-based payments
to employees using Opinion 25's intrinsic  value method and, as such,  generally
recognizes no  compensation  cost for employee stock options.  Accordingly,  the
adoption of Statement  123(R)'s fair value method will have a significant impact
on our  result of  operations,  although  it will have no impact on our  overall
financial  position.  EMCOR is currently  evaluating the impact that adoption of
Statement  123(R) will have on the results of operations in 2006.  The impact of
the  standard  on future  operating  results  cannot be  predicted  at this time
because it will depend on levels of share-based  payments granted in the future.
Statement 123(R) requires the benefits of tax deductions in excess of recognized
compensation  cost to be reported as a  financing  cash flow,  rather than as an
operating cash flow as required under current literature.  This requirement will
reduce net operating cash flows and increase net financing cash flows in periods
after  adoption.  While EMCOR cannot  estimate what those amounts will be in the
future  (because they depend on, among other  things,  when  employees  exercise
stock options),  the amounts of operating cash flows recognized in prior periods
for such excess tax deductions was not material.
<PAGE>
ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
         FINANCIAL CONDITION

Overview

Revenues for the three months ended March 31, 2005 were $1.09  billion  compared
to $1.11 billion for the three months ended March 31, 2004.  Net income was $1.9
million  for the  current  period  compared  to $5.7  million for the prior year
period.  Diluted  earnings  per share on net income were $0.12 per share for the
current period compared to $0.37 per share for the prior year period.

Revenues  decreased in the first  quarter of 2005  principally  due to a planned
curtailment  in the  bidding on  certain  public  sector  and other  longer-term
contracts by certain subsidiaries.

The first quarter 2004 results included a reversal of $9.6 million in income tax
reserves  no  longer  required  based on a then  current  analysis  of  probable
exposures,  which  positively  impacted  2004 first  quarter  net income by that
amount.  Positively impacting first quarter 2005 net income and diluted earnings
per share were (a) generally  improved contract  performance on contracts during
the period,  (b) the settlement of an insurance  coverage  related dispute which
contributed  approximately $5.6 million and (c) decreased  selling,  general and
administrative expenses related to personnel reductions and other cost reduction
actions.  However,  2005 first  quarter  results were  negatively  impacted by a
non-cash  expense of $8.7 million as a result of  proceedings  in a civil action
described in the following  paragraph brought by a joint venture between EMCOR's
subsidiary Poole & Kent  Corporation and an unrelated  company against the Upper
Occoquan Sewage Authority.

A civil  action  was  brought by a joint  venture  (the  "JV")  between  EMCOR's
subsidiary Poole & Kent Corporation ("Poole & Kent") and an unrelated company in
the  Fairfax,  Virginia  Circuit  Court based on a material  breach by the Upper
Occoquan Sewage Authority ("UOSA") of a construction contract between the JV and
UOSA.  While,  as a result of a jury  decision on March 11, 2005 in that action,
the JV will be entitled to be paid  additional  amounts in  connection  with the
UOSA project,  which additional  amounts are to be determined by the trial judge
following  rulings  on  post-trial  damage  motions,  EMCOR  recorded a non-cash
expense of $8.7  million.  Because the jury  decision did not reflect the amount
the JV sought in the trial, the non-cash expense reflects a write-off of certain
unrecovered costs in completing a sub-contract  related to this project based on
what EMCOR  believes is  probable of recovery by the JV based on current  facts.
(The  unrecovered  costs were included in the balance  sheet account  "costs and
estimated  earnings in excess of billings on  uncompleted  contracts" in EMCOR's
consolidated  balance  sheet  as of  December  31,  2004.)  The JV has  asserted
additional  claims  against  UOSA  relating to the same  project  which are also
pending in Fairfax,  Virginia  Circuit Court which could result in another trial
between the JV and UOSA,  to be held at a date not yet  determined  and in which
the JV may claim damages in excess of $18.0  million.  As a result of rulings on
the post-trial damage motions  and/or the  resolution of the  additional  damage
claims  referred to in the  immediately  preceeding  sentence,  EMCOR may record
income or  additional  non-cash  expense.  The  aforementioned  civil  action is
referred to hereafter as the "UOSA Action". In accordance with the joint venture
agreement  establishing  the JV, Poole & Kent will be entitled to  approximately
one-half  of the  aggregate  amounts  paid  and to be paid by UOSA to the  joint
venture.

The 2005 and 2004 results were also positively affected by the implementation of
significant strategic decisions and management changes initiated by EMCOR Group,
Inc. senior  management.  These actions  included the curtailment in the bidding
for certain  public  sector work,  replacement  of senior  management at certain
business units and reductions in selling, general and administrative expenses in
all  segments.  Related to these  actions  were $1.2 million and $5.2 million of
restructuring  expenses  in the three  months  ended  March  31,  2005 and 2004,
respectively,   principally  for  employee  severance  obligations.  EMCOR  will
continue to focus during 2005 on controlling selling, general and administrative
expenses,  increasing revenues from multi-year facilities services contracts and
selective  estimating  and bidding of  construction  work.  At the same time,  a
continued gradual improvement in commercial construction is anticipated.

Management  believes  it has  positioned  EMCOR to  benefit  from the  strategic
decisions and  management  changes  initiated in 2005 and during 2004;  however,
there is no assurance that there will be  significantly  improved future results
if economic  conditions,  with respect to the  availability  of more  profitable
private sector work affecting EMCOR and the construction industry generally,  do
not continue to improve and competitive pressures do not ease.

Operating Segments

EMCOR has the following  reportable  segments which provide services  associated
with the design, integration,  installation,  startup, operation and maintenance
of various  systems:  (a) United States  electrical  construction and facilities
services (involving systems for generation and distribution of electrical power,
lighting   systems,   low-voltage   systems   such  as  fire  alarm,   security,
communications  and process  control  systems and voice and data  systems);  (b)
United States mechanical construction and facilities services (involving systems
for heating, ventilation, air conditioning, refrigeration and clean-room process
ventilation systems, and plumbing,  process and high-purity piping systems); (c)
United  States  facilities  services;  (d) Canada  construction  and  facilities
services; (e) United Kingdom construction and facilities services; and (f) Other
international  construction and facilities services.  The segment "United States
facilities  services"  principally  consists of those operations which provide a
portfolio  of  services  needed to support  the  operation  and  maintenance  of
customers'  facilities  (mobile operation and maintenance  services,  site-based
operation and maintenance  services,  facility planning and consulting services,
energy  management  programs and the design and  construction of  energy-related
projects)  which services are not generally  related to customers'  construction
programs.  The Canada,  United Kingdom and Other international  segments perform
electrical construction, mechanical construction and facilities services. "Other
international   construction  and  facilities   services"   represents   EMCOR's
operations  outside  of  the  United  States,  Canada  and  the  United  Kingdom
(primarily  in  South  Africa  and  the  Middle  East)   performing   electrical
construction,  mechanical construction and facilities services. EMCOR's interest
in the South African joint venture was sold in August 2004.

Results of Operations

The results presented reflect certain reclassifications of prior period amounts
to conform to current year presentation.

Revenues

The following table presents EMCOR's  operating  segment revenues from unrelated
entities and their respective percentage of total revenues (in thousands, except
for percentages):

<TABLE>
<CAPTION>
                                                                             For the three months ended March 31,
                                                                     -------------------------------------------------------
                                                                                       % of                          % of
                                                                          2005         Total            2004         Total
                                                                          ----         -----            ----         -----
Revenues:
<S>                                                                   <C>                <C>       <C>                <C>
  United States electrical construction and facilities services       $  275,884         25%       $  278,875         25%
  United States mechanical construction and facilities services          402,341         37%          422,714         38%
  United States facilities services                                      181,834         17%          178,481         16%
                                                                      ----------                   ----------
  Total United States operations                                         860,059         79%          880,070         79%
  Canada construction and facilities services                             66,202          6%           75,683          7%
  United Kingdom construction and facilities services                    166,947         15%          153,333         14%
  Other international construction and facilities services                    --         --                --         --
                                                                      ----------                   ----------
  Total worldwide operations                                          $1,093,208        100%       $1,109,086        100%
                                                                      ==========                   ==========

</TABLE>

As described below in more detail, revenues for the three months ended March 31,
2005  decreased to $1.09 billion  compared to $1.11 billion for the three months
ended March 31, 2004.  The revenues  decrease was  principally  due to a planned
decrease in activities of certain  subsidiaries  related to the  curtailment  of
their bidding on certain public sector and other longer-term contracts.

EMCOR's  contract  backlog at March 31, 2005 was $2.72 billion compared to $3.08
billion of contract  backlog at March 31,  2004.  EMCOR's  contract  backlog was
$2.72  billion at March 31, 2005 and $2.75  billion at December 31, 2004.  These
decreases  in backlog  were  primarily  due to  completion  of contracts in 2004
backlog,  combined with the bidding  curtailment  for certain  public sector and
other  longer-term  contracts  at  certain  subsidiaries.  Backlog is not a term
recognized under accounting  principles generally accepted in the United States;
however,  it is a common measurement used in EMCOR's industry.  Backlog includes
unrecognized  revenues to be realized from  uncompleted  construction  contracts
plus  unrecognized  revenues  expected to be realized over the remaining term of
facilities  services  contracts.  However, if the remaining term of a facilities
services contract exceeds 12 months, the unrecognized  revenues  attributable to
such  contract  included in backlog  are limited to only 12 months of  revenues.
Factors such as availability of additional work and the timing thereof, in 2005,
may impact total 2005  revenues.  The impact of these factors,  however,  is not
possible to predict with certainty.

Revenues  of United  States  electrical  construction  and  facilities  services
segment  for the three  months  ended  March 31,  2005  decreased  $3.0  million
compared to the three months ended March 31, 2004. The revenues decrease was due
to decreased transportation infrastructure and financial services contracts.

Revenues  of United  States  mechanical  construction  and  facilities  services
segment  for the three  months  ended  March 31, 2005  decreased  $20.4  million
compared to the three  months ended March 31,  2004.  The revenues  decrease was
primarily   attributable  to  a  planned   decrease  in  activities  of  certain
subsidiaries  related to the curtailment in bidding on certain public sector and
other  longer-term  projects  by  certain  subsidiaries,   partially  offset  by
increased wastewater treatment and hospitality projects.

United States facilities services revenues,  which include those operations that
principally provide consulting and maintenance services,  increased $3.4 million
for the three  months  ended March 31, 2005  compared to the three  months ended
March 31,  2004.  This  increase  in  revenues  was  primarily  attributable  to
increased  marketing  efforts  resulting  in  more  site-based   operations  and
maintenance projects.

Revenues  of Canada  construction  and  facilities  services  decreased  by $9.5
million for the three months  ended March 31, 2005  compared to the three months
ended March 31, 2004. This decrease in revenues for the three months ended March
31, 2005 was due to a planned  curtailment  in bidding on certain  public sector
and  certain  other  types of other  longer-term  contracts.  The  decrease  was
partially offset by $4.7 million of increased  revenues related to the change in
the rate of exchange for Canadian  dollars to United  States  dollars due to the
strengthening of the Canadian dollar.

United Kingdom  construction and facilities  services  revenues  increased $13.6
million for the three months  ended March 31, 2005  compared to the three months
ended March 31, 2004  principally  due to an increase in  discretionary  project
work for existing customers in the United Kingdom  facilities  services division
and an increase in transportation infrastructure projects.

Other  international  construction and facilities services activities consist of
EMCOR's operations  primarily in the Middle East. All of the current projects in
these  markets are being  performed  by joint  ventures,  and  accordingly,  the
results of these joint  venture  operations  are  accounted for under the equity
method of accounting  because EMCOR has less than majority  ownership or was not
subject to a majority of the risk of loss from the joint venture  activities and
was not entitled to received a majority of the joint venture's residual returns.
Accordingly,  revenues attributable to such joint ventures were not reflected as
revenues in the consolidated financial statements. EMCOR continues to pursue new
business  selectively in the Middle Eastern and European markets;  however,  the
availability of opportunities  there has been significantly  reduced as a result
of local economic factors, particularly in the Middle East.

Cost of sales and Gross profit

The following  table  presents  EMCOR's cost of sales,  gross profit,  and gross
profit as a percentage of revenues (in thousands, except for percentages):

                                                     For the three months ended
                                                              March 31,
                                                     ---------------------------
                                                        2005            2004
                                                        ----            ----
Cost of sales....................................     $993,125       $1,007,923
Gross profit.....................................      100,083          101,163
Gross profit, as a percentage of revenues........          9.2%             9.1%

Gross profit  (revenues less cost of sales) decreased $1.1 million for the three
months  ended March 31, 2005  compared to the three months ended March 31, 2004.
Gross  profit as a  percentage  of revenues  was 9.2% for the three months ended
March 31, 2005  compared to 9.1% for the three months ended March 31, 2004.  The
reduction in gross profit for the 2005 first quarter was primarily  attributable
to the jury  decision  in the UOSA  Action  described  under  "Overview"  above,
resulting in a $8.7 million non-cash expense.  The  above-mentioned  expense was
partially  offset by  improvements  in gross profit from certain  United  States
construction work, compared to contract performance in the prior year period and
the settlement of an insurance  coverage related dispute of  approximately  $5.6
million in the current period.

Selling, general and administrative expenses

The  following  table  presents  EMCOR's  selling,  general  and  administrative
expenses,  and selling,  general and administrative  expenses as a percentage of
revenues (in thousands, except for percentages):

                                                     For the three months ended
                                                             March 31,
                                                     ---------------------------
                                                        2005            2004
                                                        ----            ----
Selling, general and administrative expenses........   $93,384        $100,533
Selling, general and administrative expenses,
  as a percentage of revenues.......................       8.5%            9.1%

Selling,  general and  administrative  expenses for the three months ended March
31, 2005 decreased $7.1 million to $93.4 million  compared to $100.5 million for
the three  months  ended March 31,  2004.  Selling,  general and  administrative
expenses as a percentage  of revenues were 8.5% for the three months ended March
31, 2005,  compared to 9.1% for the three  months ended March 31, 2004.  For the
three month  period  ended March 31,  2005,  compared to the three  months ended
March 31, 2004, selling,  general and administrative  expenses decreased both in
dollars and as a percentage of revenues  primarily as a result of a reduction in
personnel and other cost reduction actions.

Restructuring expenses

Restructuring  expenses,  primarily relating to employee severance  obligations,
were $1.2 million and $5.2 million for the three months ended March 31, 2005 and
2004, respectively. As of March 31, 2005 there was approximately $0.4 million of
unpaid restructuring obligations which will be paid during the current year.

Operating income

The following  table presents  EMCOR's  operating  income (loss),  and operating
income (loss) as a percentage of segment  revenues from  unrelated  entities (in
thousands, except for percentages):
<TABLE>
<CAPTION>

                                                                              For the three months ended March 31,
                                                                   -----------------------------------------------------------
                                                                                    % of                        % of
                                                                                  Segment                     Segment
                                                                      2005        Revenues         2004       Revenues
                                                                      ----        --------         ----       --------

Operating income (loss):
<S>                                                                  <C>            <C>          <C>            <C>
  United States electrical construction and facilities services      $15,979        5.8%         $17,309        6.2%
  United States mechanical construction and facilities services       (3,053)      (0.8)%         (7,609)      (1.8)%
  United States facilities services                                    4,422        2.4%          (1,319)      (0.7)%
                                                                     -------                     -------
  Total United States operations                                      17,348        2.0%           8,381        1.0%
  Canada construction and facilities services                           (726)      (1.1)%             21         --
  United Kingdom construction and facilities services                   (472)      (0.3)%         (1,325)      (0.9)%
  Other international construction and facilities services               (52)                        278
  Corporate administration                                            (9,399)                     (6,725)
  Restructuring expenses                                              (1,171)                     (5,179)
                                                                     -------                     -------
  Total worldwide operations                                           5,528        0.5%          (4,549)      (0.4)%

Other corporate items:
  Interest expense                                                    (2,213)                     (1,847)
  Interest income                                                        573                         169
  Minority interest                                                     (865)                       (468)
                                                                     -------                     -------
Income (loss) before income taxes                                    $ 3,023                     $(6,695)
                                                                     =======                     =======
</TABLE>

As described below in more detail,  operating  income increased by $10.1 million
for the  three  months  ended  March 31,  2005 to $5.5  million  compared  to an
operating loss of $4.5 million for the three months ended March 31, 2004.

United States electrical  construction and facilities  services operating income
of $16.0  million  for the three  months  ended March 31,  2005  decreased  $1.3
million compared to operating income of $17.3 million for the three months ended
March 31, 2004.  The decrease in operating  income was  primarily  the result of
reduced  transportation  infrastructure  and financial  services projects in the
current  period.  Operating  income includes  approximately  $4.5 million of the
total $5.6 million income from the settlement of the insurance  coverage related
dispute. Selling, general and administrative expenses decreased primarily due to
a reduction  in  personnel  and a reduction  in  incentive  compensation  earned
related to the decrease in transportation  infrastructure and financial services
work.

United States mechanical construction and facilities services operating loss for
the  three  months  ended  March  31,  2005 was  $3.1  million,  a $4.6  million
improvement compared to an operating loss of $7.6 million the three months ended
March 31,  2004.  The  operating  loss for the three months ended March 31, 2005
reflects an approximately  $8.7 million reduction in gross profit as a result of
the write-off of  unrecovered  costs related to the  previously  discussed  UOSA
trial.  Excluding  the UOSA gross profit  reduction,  this segment had generally
improved results from contract  performance for the three months ended March 31,
2005  compared to the contract  performance  in the prior  period.  In addition,
operating income includes  approximately  $1.1 million of the total $5.6 million
income from the  settlement  of the insurance  coverage  related  dispute.  This
improvement  in  contract  performance  was  partially  attributable  to planned
curtailment of bidding on certain public sector and other longer-term  contracts
of certain subsidiaries.  Decreased selling, general and administrative expenses
related  to  personnel  reductions  and other  cost  reduction  activities  also
contributed to the reduction in operating loss.

United States  facilities  services  operating income for the three months ended
March 31, 2005 was $4.4 million  compared to operating  loss of $1.3 million for
the three  months  ended  March 31,  2004.  During  the first  quarter  of 2005,
operating  income improved due to improved gross margins on mobile services work
and  decreased  selling,  general  and  administrative  expenses  related  to  a
reduction in personnel  compared to the prior year period.  In addition,  during
the first  quarter  of 2004,  approximately  $2.3  million  of  losses  had been
recorded  on certain  construction  projects,  outside of the normal  facilities
services operations of this segment, that were contracted for by subsidiaries in
this segment prior to their acquisition by EMCOR.

Canada  construction and facilities services operating loss was $0.7 million for
the three  months ended March 31,  2005,  compared to operating  income of $0.02
million  for the three  months  ended March 31,  2004.  The  operating  loss was
attributable  to an  increase in selling,  general and  administrative  expenses
related to increased sales efforts.

United Kingdom  construction  and facilities  services  operating losses for the
three months  ended March 31, 2005 and 2004 were $0.5 million and $1.3  million,
respectively.  This decrease in operating losses was primarily attributable to a
reduction in the current period  selling,  general and  administrative  expenses
related to a reorganization of the United Kingdom operations.

Other  international  construction and facilities services operating losses were
$0.05  million for the three months  ended March 31, 2005  compared to operating
income of $0.3  million  for the  three  months  ended  March  31,  2004.  EMCOR
continues to pursue new business  selectively in the Middle Eastern and European
markets; however, the availability of opportunities there has been significantly
reduced as a result of local economic factors, particularly in the Middle East.

Corporate  administration  expense for the three months ended March 31, 2005 was
$9.4 million compared to $6.7 million for the three months ended March 31, 2004.
The increase in expenses was  primarily  due to general cost  reductions  in the
prior period that did not recur in the current period.

Restructuring  expenses,  primarily relating to employee severance  obligations,
were $1.2  million for the three  months  ended March 31, 2005  compared to $5.2
million for the three months ended March 31, 2004.

Interest  expense  for the three  months  ended March 31, 2005 and 2004 was $2.2
million and $1.8  million,  respectively.  The increase in interest  expense was
primarily due to an increase in interest  rates during the current year compared
to the prior year. Interest income for the three months ended March 31, 2005 was
$0.6 million compared to $0.2 million for the three months ended March 31, 2004,
this  increase  was related to  increased  cash  available to be invested in the
United  Kingdom at interest  rates greater than the net cost of borrowing  under
EMCOR's revolving credit facility.

For the three  months ended March 31, 2005,  the income tax  provision  was $1.1
million based on $3.0 million of income before income taxes, an effective income
tax rate of 37%,  compared  to an income tax  benefit of $12.4  million  for the
three months  ended March 31,  2004.  The income tax benefit in the prior period
was  comprised  of a reversal of $9.6  million in income tax  reserves no longer
required based on a current analysis of probable exposures and $2.8 million of a
tax benefit based on an effective  income tax rate of 42% on a $6.7 million loss
before income taxes. The decrease in the effective income tax rate for the three
months  ended March 31, 2005  compared to the three  months ended March 31, 2004
was primarily due to increased income anticipated in certain lower effective tax
rate jurisdictions.

Liquidity and Capital Resources

The following  table  presents  EMCOR's net cash (used in) provided by operating
activities, investing activities and financing activities (in thousands):

                                                      For the three months ended
                                                              March 31,
                                                      --------------------------
                                                         2005         2004
                                                         ----         ----
Net cash used in operating activities.................  $  (603)   $ (2,168)
Net cash used in investing activities.................  $(3,479)   $ (2,373)
Net cash provided by (used in) financing activities...  $ 2,950    $(20,723)

EMCOR's  consolidated cash balance decreased by approximately  $1.1 million from
$70.4 million at December 31, 2004 to $69.3 million at March 31, 2005.  The $1.6
million  improvement  in net cash  used in  operating  activities  for the three
months  ended March 31, 2005  compared to the three  months ended March 31, 2004
was primarily due to an improvement in EMCOR's working capital  position of $9.9
million  partially offset by a decrease in net income of $3.8 million due to the
2004 income tax benefit of $12.4  million,  plus other  items.  Net cash used in
investing activities of $3.5 million in the first quarter of 2005 increased $1.1
million compared to $2.4 million in the same quarter in the prior year primarily
due to an increase in the  purchase of  property,  plant and  equipment  of $0.9
million and an increase in disbursements related to investments of $0.9 million,
partially offset by reduced  earn-out  payments as earn-out periods provided for
in most  acquisition  agreements  have  expired.  Net cash provided by financing
activities of $2.9 million in the first quarter of 2005 increased  $23.7 million
from the net cash used in financing  activities  of $20.7  million for the first
quarter of 2004 and  primarily  was  attributable  to net  repayments  under the
working capital credit line in 2004 of $21.0 million  compared to net borrowings
of $2.4 million in 2005.


<PAGE>

<TABLE>
<CAPTION>


                                                                                 Payments Due by Period
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                      Less
               Contractual                                            than            1-3             4-5            After
               Obligations                              Total        1 year          years           years          5 years
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                                                   <C>            <C>            <C>             <C>              <C>
Other long-term debt                                  $  0.5         $  0.1         $  0.2          $ 0.2            $  --
Capital lease obligations                                1.7            0.7            0.8            0.2               --
Operating leases                                       161.3           39.1           56.6           32.2             33.4
Minimum funding requirement for pension plan             7.5            7.5             --             --               --
Open purchase obligations (1)                          649.9          493.4          154.6            1.9              0.0
Other long-term obligations (2)                         89.5           14.3           75.2             --               --
                                                      ------         ------         ------          -----            -----
Total Contractual Obligations                         $910.4         $555.1         $287.4          $34.5            $33.4
                                                      ======         ======         ======          =====            =====
</TABLE>
<TABLE>
<CAPTION>


                                                                       Amount of Commitment Expiration by Period
- ------------------------------------------------------------------------------------------------------------------------------------
                                                        Total         Less
             Other Commercial                          Amounts        than            1-3             4-5            After
                Commitments                           Committed      1 year          years           years          5 years
- ------------------------------------------------------------------------------------------------------------------------------------

<S>                       <C>                         <C>            <C>            <C>             <C>              <C>
Revolving credit facility (3)                         $ 82.4         $   --         $ 82.4          $  --            $  --
Letters of credit                                       58.5             --           58.5             --               --
Guarantees                                              25.0             --             --             --             25.0
                                                      ------         ------         ------          -----            -----
Total Commercial Obligations                          $165.9         $   --         $140.9          $  --            $25.0
                                                      ======         ======         ======          =====            =====
</TABLE>

(1)  Represent  open  purchase  orders for  material  and  subcontracting  costs
     related to the Company's construction and service contracts. These purchase
     orders are not reflected in EMCOR's  consolidated  balance sheet and should
     not impact future cash flows as amounts will be recovered  through customer
     billings.
(2)  Represent  primarily  insurance  related  liabilities,  classified as other
     long-term liabilities in EMCOR's consolidated balance sheets. Cash payments
     for insurance related liabilities may be payable beyond three years, but it
     is not  practical to estimate.
(3)  EMCOR classifies these borrowings as short-term on its consolidated balance
     sheet  because of  EMCOR's  intent  and  ability to repay the  amounts on a
     short-term basis.

EMCOR's revolving credit agreement (the "Revolving  Credit  Facility")  provides
for a credit facility of $350.0  million.  As of March 31, 2005 and December 31,
2004,  EMCOR had  approximately  $58.5  million and $54.3  million of letters of
credit  outstanding,  respectively,  under the Revolving  Credit  Facility.  The
amounts  borrowed under the Revolving  Credit  Facility as of March 31, 2005 and
December 31, 2004 were $82.4 million and $80.0 million, respectively.

A subsidiary of EMCOR has guaranteed indebtedness of a venture in which it has a
40% interest;  the other venture partner,  Baltimore Gas and Electric, has a 60%
interest. The venture designs,  constructs, owns, operates, leases and maintains
facilities  to  produce  chilled  water  for  sale to  customers  for use in air
conditioning commercial properties.  These guarantees are not expected to have a
material effect on EMCOR's financial position or results of operations.  Each of
the venturers is jointly and severally liable, in the event of default,  for the
venture's $25.0 million borrowing due December 2031.

EMCOR is  contingently  liable to sureties in respect of performance and payment
bonds issued by sureties, usually at the request of customers in connection with
construction  projects,  which secure EMCOR payment and performance  obligations
under contracts for such projects.  In addition,  at the request of labor unions
representing  EMCOR  employees,  bonds are  sometimes  provided  to secure  such
obligations  for wages and  benefits  payable  to or for such  employees.  EMCOR
bonding  requirements  typically increase as the amount of public sector backlog
increases.  As of March 31,  2005,  sureties had issued bonds for the account of
EMCOR in the  aggregate  amount of  approximately  $1.6  billion.  The bonds are
issued by EMCOR's  sureties in return for a premium,  which varies  depending on
the size and type of bond. The largest  individual bond is approximately  $170.0
million.  EMCOR has agreed to indemnify  the  sureties for any payments  made by
them in respect of bonds issued on EMCOR's behalf.

EMCOR does not have any other material financial guarantees or off-balance sheet
arrangements other than those disclosed herein.

The primary source of liquidity for EMCOR has typically been, and is expected to
continue to be, cash generated by operating activities. EMCOR also maintains the
Revolving  Credit  Facility that may be utilized,  among other  things,  to meet
short-term  liquidity needs in the event cash generated by operating  activities
is  insufficient,  or to enable EMCOR to seize  opportunities  to participate in
joint ventures or to make  acquisitions that may require access to cash on short
notice or for any other  reason.  EMCOR may also increase  liquidity  through an
equity offering or other debt instruments.  Short-term  changes in macroeconomic
trends may have an effect,  positively or negatively,  on liquidity. In addition
to managing  borrowings,  EMCOR's  focus on the  facilities  services  market is
intended to provide an additional  buffer  against  economic  downturns,  as the
facilities  services market is characterized by annual and multi-year  contracts
that  provide a more  predictable  stream of cash  flows  than the  construction
market.  Short-term  liquidity  is also  impacted  by the  type  and  length  of
construction  contracts in place.  During economic  downturns,  such as the 2001
through  2004  period  for  the  commercial  construction  industry,  there  are
typically  fewer small and  discretionary  projects from the private  sector and
companies   such  as  EMCOR  more   aggressively   bid  more   large   long-term
infrastructure  and  public  sector  contracts.  Performance  of  long  duration
contracts  typically  requires working capital until initial billing  milestones
are achieved.  While EMCOR strives to maintain a net  over-billed  position with
its customers,  there can be no assurance that a net over-billed position can be
maintained.  EMCOR's net  over-billings,  defined as the balance sheet  accounts
billings in excess of costs and estimated earnings on uncompleted contracts less
cost and estimated earnings in excess of billings on uncompleted contracts,  was
$121.4  million and $119.0  million as of March 31, 2005 and  December 31, 2004,
respectively.

Long-term  liquidity  requirements  can  be  expected  to be  met  through  cash
generated from operating activities, the Revolving Credit Facility, and the sale
of various  secured or unsecured debt and/or equity  interests in the public and
private  markets.  Based upon  EMCOR's  current  credit  ratings  and  financial
position,  EMCOR  can  reasonably  expect  to be able to  issue  long-term  debt
instruments  and/or equity.  Over the long term,  EMCOR's  primary  revenue risk
factor  continues  to be the level of demand  for  non-residential  construction
services, which is in turn influenced by macroeconomic trends including interest
rates and governmental  economic policy. In addition to the primary revenue risk
factor,  EMCOR's  ability to perform  work at  profitable  levels is critical to
meeting long-term liquidity requirements.

EMCOR believes that current cash balances and borrowing capacity available under
the Revolving Credit Facility or other forms of financing available through debt
or  equity  offerings,   combined  with  cash  expected  to  be  generated  from
operations,  will be sufficient to provide short-term and foreseeable  long-term
liquidity and meet expected capital expenditure requirements.  However, EMCOR is
a party to lawsuits and other proceedings in which other parties seek to recover
from it amounts  ranging from a few thousand  dollars to over $75.0 million.  If
EMCOR  were  required  to pay  damages  in one or more  such  proceedings,  such
payments could have a material adverse effect on its financial position, results
of operations and/or cash flows.

Certain Insurance Matters

As of March 31, 2005 and December 31, 2004,  EMCOR was  utilizing  approximately
$47.9 million and $43.7  million,  respectively,  of letters of credit  obtained
under its revolving credit facility as collateral for its insurance obligations.

Application of Critical Accounting Policies

The condensed  consolidated financial statements are based on the application of
significant  accounting  policies,  which require management to make significant
estimates and assumptions. EMCOR's significant accounting policies are described
in  Note  B -  Summary  of  Significant  Accounting  Policies  of the  notes  to
consolidated  financial  statements  included in Item 7 of the annual  report on
Form 10-K for the year ended December 31, 2004. There was no initial adoption of
any  accounting  policies  during the three months  ended March 31, 2005.  EMCOR
believes that some of the more critical  judgment  areas in the  application  of
accounting   policies  that  affect  its  financial  condition  and  results  of
operations  are estimates and  judgments  pertaining to (a) revenue  recognition
from (i) long-term construction contracts for which the percentage of completion
method of accounting is used and (ii) services contracts,  (b) collectibility or
valuation of accounts receivable,  (c) insurance  liabilities,  (d) income taxes
and (e) intangible assets.

Revenue Recognition for Long-term Construction Contracts and Services Contracts

EMCOR believes its most critical  accounting policy is revenue  recognition from
long-term     construction     contracts    for    which    EMCOR    uses    the
percentage-of-completion   method   of   accounting.    Percentage-of-completion
accounting is the  prescribed  method of accounting  for long-term  contracts in
accordance with accounting  principles  generally accepted in the United States,
Statement of Position No 81-1,  "Accounting for Performance of Construction-Type
and Certain  Production-Type  Contracts," and, accordingly,  the method used for
revenue recognition within EMCOR's industry.  Percentage-of-completion  for each
contract  is  measured  principally  by the ratio of costs  incurred  to date to
perform each contract to the  estimated  total costs to perform such contract at
completion.  Certain of EMCOR's  electrical  contracting  business units measure
percentage-of-completion  by the  percentage of labor costs  incurred to date to
perform  each  contract  to the  estimated  total  labor  costs to perform  such
contract at  completion.  Provisions  for the  entirety of  estimated  losses on
uncompleted  contracts  are  made  in  the  period  in  which  such  losses  are
determined.  Application of  percentage-of-completion  accounting results in the
recognition of costs and estimated earnings in excess of billings on uncompleted
contracts in EMCOR's  consolidated  balance sheets. Costs and estimated earnings
in excess of billings on  uncompleted  contracts  reflected in the  consolidated
balance  sheets arise when revenues have been  recognized but the amounts cannot
be billed  under the terms of  contracts.  Such  amounts  are  recoverable  from
customers upon various measures of performance, including achievement of certain
milestones, completion of specified units or completion of a contract. Costs and
estimated  earnings in excess of billings on uncompleted  contracts also include
amounts EMCOR seeks or will seek to collect from  customers or others for errors
or changes in  contract  specifications  or design,  contract  change  orders in
dispute or  unapproved  as to both scope and  price,  or other  customer-related
causes of unanticipated  additional contract costs (unapproved change orders and
claims).  Such amounts are recorded at estimated net  realizable  value and take
into account  factors that may affect the ability to bill unbilled  revenues and
collect  amounts  after  billing.  Due to  uncertainties  inherent in  estimates
employed  in  applying  percentage-of-completion  accounting,  estimates  may be
revised as project  work  progresses.  Application  of  percentage-of-completion
accounting   requires   that  the  impact  of  revised   estimates  be  reported
prospectively in the consolidated financial statements.

In addition to revenue recognition for long-term construction  contracts,  EMCOR
recognizes  revenues from service  contracts as such  contracts are performed in
accordance with Staff Accounting Bulletin No. 104, "Revenue Recognition, revised
and updated" ("SAB 104"). There are two basic types of services  contracts:  (a)
fixed price  services  contracts  which are signed in advance  for  maintenance,
repair and retrofit work over periods  typically ranging from one to three years
(for which there may be EMCOR  employees on a customer's site full time) and (b)
services  contracts  which  may or may not be  signed  in  advance  for  similar
maintenance, repair and retrofit work on an as needed basis (frequently referred
to as time and material  work).  Fixed price  services  contracts  are generally
performed  evenly  over  the  contract  period,  and,  accordingly,  revenue  is
recognized on a pro-rata basis over the life of the contract.  Revenues  derived
from other services  contracts are recognized when the services are performed in
accordance  with  SAB  104.  Expenses  related  to all  services  contracts  are
recognized as incurred.

Accounts Receivable

EMCOR is required to  estimate  the  collectibility  of accounts  receivable.  A
considerable  amount of judgment is required in  assessing  the  realization  of
receivables,  which  assessment  factors  include  the  creditworthiness  of the
customer,  EMCOR's prior collection  history with the customer and related aging
of the past due  balances.  The  provision for bad debts during the three months
ended March 31, 2005  decreased  $0.5 million as compared to an increase of $0.5
million  during the three  months  ended March 31,  2004.  At March 31, 2005 and
December 31, 2004, accounts receivable of $1,038.4 million and $1,073.5 million,
respectively,   included   allowances  of  $31.8  million  and  $36.2   million,
respectively.  Specific accounts  receivable are evaluated when EMCOR believes a
customer  may  not  be  able  to  meet  its  financial   obligations  due  to  a
deterioration  of its financial  condition or credit ratings or its  bankruptcy.
The  allowance  requirements  are  based on the  best  facts  available  and are
re-evaluated as additional information is received.


Insurance Liabilities

EMCOR has deductibles for certain workers' compensation, auto liability, general
liability and property  claims,  has  self-insured  retentions for certain other
casualty claims,  and is self-insured for  employee-related  health care claims.
Losses are recorded  based upon  estimates of the liability for claims  incurred
and an estimate of claims incurred but not reported. The liabilities are derived
from  known  facts,  historical  trends  and  industry  averages  utilizing  the
assistance of an actuary to determine  the best  estimate of these  obligations.
EMCOR believes its liabilities for these obligations are adequate. However, such
obligations  are  difficult  to assess and  estimate  due to  numerous  factors,
including severity of injury,  determination of liability in proportion to other
parties,  timely  reporting of occurrences and  effectiveness of safety and risk
management   programs.   Therefore,   if  actual  experience  differs  from  the
assumptions and estimates used for recording the liabilities, adjustments may be
required and would be recorded in the period that the experience becomes known.

Income Taxes

EMCOR has net deferred tax assets primarily resulting from deductible  temporary
differences of $2.5 million at March 31, 2005 and December 31, 2004,  which will
reduce taxable income in future periods. A valuation  allowance is required when
it is more  likely  than not that all or a portion of a deferred  tax asset will
not be realized. As of March 31, 2005 and December 31, 2004, the total valuation
allowance on net deferred tax assets was approximately $10.9 million.

Intangible Assets

As of March 31, 2005, EMCOR had goodwill and net identifiable  intangible assets
(primarily  the  market  value  of  its  backlog,   customer  relationships  and
trademarks and trade names) of $279.9  million and $17.9 million,  respectively,
in connection with the acquisition of certain  companies.  The  determination of
related  estimated useful lives for identifiable  intangible  assets and whether
those assets are impaired  involves  significant  judgments based upon short and
long-term projections of future performance. These forecasts reflect assumptions
regarding the ability to successfully integrate acquired companies. Statement of
Financial  Accounting  Standards No.  142,"Goodwill and Other Intangible Assets"
("SFAS  142")  requires  goodwill  to be tested for  impairment,  on at least an
annual basis (each  October 1), and be written down when  impaired,  rather than
amortized  as  previous  standards  required.  Furthermore,  SFAS  142  requires
identifiable  intangible  assets other than goodwill to be amortized  over their
useful lives  unless these lives are  determined  to be  indefinite.  Changes in
strategy  and/or  market  conditions  may  result  in  adjustments  to  recorded
intangible asset balances.  As of March 31, 2005, no indicators of impairment of
its goodwill or  identifiable  intangible  assets existed in accordance with the
provisions of SFAS 142 and Statement of Financial  Accounting Standards No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144").

This Quarterly Report on Form 10-Q contains certain  forward-looking  statements
within  the  meaning  of  the  Private   Securities  Reform  Act  of  1995.  All
forward-looking  statements  included  in this  Quarterly  Report are based upon
information  available to EMCOR, and management's  perception thereof, as of the
date of this  Quarterly  Report.  EMCOR assumes no obligation to update any such
forward-looking statements.  These forward-looking statements include statements
regarding market share growth, gross profit,  project mix, projects with varying
profit  margins,  and  selling,   general  and  administrative  expenses.  These
forward-looking  statements  involve  risks and  uncertainties  that could cause
actual  results  to  differ  materially  from  the  forward-looking  statements.
Accordingly,  these statements are no guarantee of future performance. Such risk
and  uncertainties  include,  but are not limited to, adverse effects of general
economic  conditions,  changes  in the  political  environment,  changes  in the
specific markets for EMCOR's services,  adverse business  conditions,  increased
competition,   unfavorable  labor  productivity,  mix  of  business,  and  risks
associated with foreign operations.  Certain of the risks and factors associated
with EMCOR's  business are also discussed in EMCOR's 2004 Form 10-K and in other
reports  filed  by it  from  time to  time  with  the  Securities  and  Exchange
Commission.  Readers  should  take the  aforementioned  risks and  factors  into
account in evaluating any forward-looking statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

EMCOR has not used derivative  financial  instruments for any purpose during the
three months ended March 31, 2005 and 2004,  including trading or speculation on
changes  in  interest  rates,  or  commodity  prices  of  materials  used in its
business.

EMCOR is exposed to market  risk for changes in  interest  rates for  borrowings
under the  Revolving  Credit  Facility.  Borrowings  under  that  facility  bear
interest  at  variable  rates,  and the  fair  value  of this  borrowing  is not
significantly  affected  by changes in market  interest  rates.  As of March 31,
2005, there was $82.4 million of borrowings  outstanding under the facility, and
these  borrowings  bear  interest  at (1) a rate  which is the prime  commercial
lending rate  announced by Harris  Nesbitt from time to time (5.75% at March 31,
2005)  plus 0% to 1.0%  based on certain  financial  tests or (2) United  States
dollar  LIBOR (at March 31,  2005 the rate was 2.85%) plus 1.5% to 2.5% based on
certain  financial  tests.  The interest  rates in effect at March 31, 2005 were
6.0% and 4.6% for the prime commercial lending rate and the United States dollar
LIBOR, respectively. Letter of credit fees issued under this facility range from
0.75% to 2.5% of the respective face amounts of the letters of credit issued and
are charged based on the type of letter of credit  issued and certain  financial
tests.  Based on the borrowings  outstanding  of $82.4  million,  if the overall
interest rates were to increase by 1.0%,  the net of tax interest  expense would
increase  approximately $0.5 million in the next twelve months.  Conversely,  if
the overall  interest  rates were to decrease by 1.0%,  interest  expense  would
decrease by approximately  $0.5 million in the next twelve months. The Revolving
Credit Facility expires in September 2007. There is no guarantee that EMCOR will
be able to renew the facility at its expiration.

EMCOR is also  exposed  to  market  risk and its  potential  related  impact  on
accounts  receivable  or costs and  estimated  earnings in excess of billings on
uncompleted contracts. The amounts recorded may be at risk if customers' ability
to settle these obligations is negatively impacted by economic conditions. EMCOR
continually  monitors  the  creditworthiness  of  its  customers  and  maintains
on-going  discussions with customers  regarding  contract status with respect to
change orders and billing terms. Therefore,  EMCOR believes it takes appropriate
action to manage market and other risks,  but there is no assurance that it will
be able to reasonably identify all risks with respect to collectibility of these
assets.  See also the  previous  discussion  of  Accounts  Receivable  under the
heading,  "Application  of Critical  Accounting  Policies"  in the  Management's
Discussion and Analysis of Results of Operations and Financial Condition.

Amounts invested in EMCOR's foreign  operations are translated into U.S. dollars
at the  exchange  rates  in  effect  at the  end of the  period.  The  resulting
translation  adjustments are recorded as accumulated other comprehensive  income
(loss),  a component of  stockholders'  equity,  in the  condensed  consolidated
balance  sheets.  EMCOR  believes the  exposure to the effects that  fluctuating
foreign currencies may have on the consolidated results of operations is limited
because  the  foreign   operations   primarily  invoice  customers  and  collect
obligations  in  their  respective  local  currencies.   Additionally,  expenses
associated with these transactions are generally contracted and paid for in
their same local currencies.

In  addition,  EMCOR is  exposed  to  market  risk of  fluctuations  in  certain
commodity  prices of  materials  such as copper and steel  utilized  in both its
construction  and  facilities  services  operations.  EMCOR  believes  it can be
successful in recovery of commodity price escalations.

ITEM 4. CONTROLS AND PROCEDURES.

Based on an  evaluation  of  EMCOR's  disclosure  controls  and  procedures  (as
required by Rule 13a-15(b) of the Securities Exchange Act of 1934), the Chairman
of the Board and Chief Executive  Officer of EMCOR,  Frank T. MacInnis,  and the
Chief Financial Officer of EMCOR, Leicle E. Chesser, have concluded that EMCOR's
disclosure  controls  and  procedures  (as  defined  in  Rule  13a-15(e)  of the
Securities  Exchanges  Act of 1934) are  effective  as of the end of the  period
covered by this report.

There have not been any changes in the Company's internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15(d)-15(f)  under the
Exchange  Act)  during  the  fiscal  quarter  ended  March  31,  2005  that have
materially  affected,  or  are  reasonably  likely  to  materially  affect,  the
Company's internal control over financial reporting.

<PAGE>

PART II. - OTHER INFORMATION.

ITEM 1. LEGAL PROCEEDINGS.

Except  for the  legal  proceedings  described  below,  there  have  been no new
developments during the quarter ended March 31, 2005 regarding legal proceedings
reported in EMCOR's  Annual Report on Form 10-K for the year ended  December 31,
2004.

A civil  action  was  brought by a joint  venture  (the  "JV")  between  EMCOR's
subsidiary Poole & Kent Corporation ("Poole & Kent") and an unrelated company in
the  Fairfax,  Virginia  Circuit  Court based on a material  breach by the Upper
Occoquan Sewage Authority ("UOSA") of a construction contract between the JV and
UOSA.  While,  as a result of a jury  decision on March 11, 2005 in that action,
the JV will be entitled to be paid  additional  amounts in  connection  with the
UOSA project,  which additional  amounts are to be determined by the trial judge
following  rulings  on  post-trial  damage  motions,  EMCOR  recorded a non-cash
expense of $8.7  million.  Because the jury  decision did not reflect the amount
the JV sought in the trial, the non-cash expense reflects a write-off of certain
unrecovered costs in completing a sub-contract  related to this project based on
what EMCOR  believes is  probable of recovery by the JV based on current  facts.
(The  unrecovered  costs were included in the balance  sheet account  "costs and
estimated  earnings in excess of billings on  uncompleted  contracts" in EMCOR's
consolidated  balance  sheet  as of  December  31,  2004.)  The JV has  asserted
additional  claims  against  UOSA  relating to the same  project  which are also
pending in Fairfax,  Virginia  Circuit Court which could result in another trial
between the JV and UOSA,  to be held at a date not yet  determined  and in which
the JV may claim damages in excess of $18.0  million.  As a result of rulings on
the post-trial  damage  motions  and/or the resolution of the additional  claims
referred to in the immediately  preceding  sentence,  EMCOR may record income or
additional  non-cash  expense.  In accordance  with the joint venture  agreement
establishing the JV, Poole & Kent will be entitled to approximately  one-half of
the aggregate amounts paid and to be paid by UOSA to the joint venture.


<PAGE>
ITEM 6.  EXHIBITS.
<TABLE>
<CAPTION>

(a)      Exhibits
<S>                   <C>                                               <C>
                                                                        Incorporated by Reference to,
Exhibit No.           Description                                       or Page Number
- ------------------    ----------------------------------------------    -----------------------------------------------

3(a-1)                Restated Certificate of Incorporation of          Exhibit 3(a-5) to Form 10
                      EMCOR filed December 15, 1994

3(a-2)                Amendment dated November 28, 1995 to the          Exhibit 3(a-2) to EMCOR's
                      Restated Certificate of Incorporation of          Annual Report on Form 10-K for
                      EMCOR                                             the year ended December 31, 1995

3(a-3)                Amendment dated February 12, 1998 to the          Exhibit 3(a-3) to EMCOR's
                      Restated Certificate of Incorporation             Annual Report on Form 10-K for
                                                                        the year ended December 31, 1997

3(b)                  Amended and Restated By-Laws                      Exhibit 3(b) to EMCOR's
                                                                        Annual Report on Form 10-K for
                                                                        the year ended December 31, 1998

4.1(a)                U.S. $275,000,000 Credit Agreement by and         Exhibit 4.1(a) to EMCOR's Report
                      among EMCOR Group, Inc. and certain of its        On Form 8-K dated October 4, 2002
                      Subsidiaries and Harris Trust and Savings
                      Bank individually and as Agent and the
                      Lenders which are or become parties thereto
                      dated as of September 26, 2002 (the "Credit
                      Agreement")

4.1(b)                Amendment and Waiver letter dated                 Exhibit 4.1(b) to EMCOR's Annual
                      December 10, 2002 to the Credit Agreement         Report on Form 10-K for the year
                                                                        ended December 31, 2002 ("2002 Form 10-K")

4.1(c)                First Amendment to Credit Agreement dated         Exhibit 4.1(c) to EMCOR's Quarterly
                      as of June 2003                                   Report on Form 10-Q for the quarter
                                                                        ended June 30, 2003 ( "June 2003
                                                                        Form 10-Q")

4.1(d)                Second Amendment to Credit Agreement              Exhibit 4.1(d) to June 2003 Form
                      dated as of June 2003                             10-Q

4.1(e)                Commitment Amount Increase Request                Exhibit 4.1(e) to June 2003 Form
                      dated June 26, 2003 among Harris, National        10-Q
                      City Bank and EMCOR

4.1(f)                Commitment Amount Increase Request                Exhibit 4.1(f) to June 2003 Form
                      dated June 26, 2003 among Harris,Webster          10-Q
                      Bank and EMCOR

4.1(g)                Commitment Amount Increase Request                Exhibit 4.1(g) to June 2003 Form
                      dated June 26, 2003 among Harris, Union           10-Q
                      Bank of California, N.A. and EMCOR

4.1(h)                Commitment Amount Increase Request                Exhibit 4.1(h) to June 2003 Form
                      dated June 26, 2003 among Harris, Sovereign       10-Q
                      Bank and EMCOR
</TABLE>

<PAGE>

ITEM 6.  EXHIBITS. - (continued)
<TABLE>
<CAPTION>
<S>                   <C>                                               <C>
                                                                        Incorporated by Reference to,
Exhibit No.           Description                                       or Page Number
- ------------------    ----------------------------------------------    -------------------------------------
4.1(i)                Commitment Amount Increase Request                Exhibit 4.1(i) to June 2003 Form
                      dated July 9, 2003 among Harris, Bank             10-Q
                      Hapoalim B.M. and EMCOR

4.1(j)                Commitment Amount Increase Request                Exhibit 4.1(j) to June 2003 Form
                      dated July 9, 2003 among Harris, The              10-Q
                      Governor and Company of Bank of Scotland
                      and EMCOR

4.1(k)                Commitment Amount Increase Request                Exhibit 4.1(k) to June 2003 Form
                      dated July 9, 2003 among Harris, U.S. Bank,       10-Q
                      National Association and EMCOR

10.1                  Form of Stock Option Agreement evidencing         Exhibit 10.1 to EMCOR's current
                      grant of stock options under the 2003 Management  Report on Form 8-K filed
                      Stock Incentive Plan                              January 5, 2005

10.2                  Form of Certificate Representing RSU's            Exhibit 10.1 to EMCOR's current
                      Mandatorily Awarded                               Report on Form 8-K filed
                                                                        January 4, 2005 ("the March 4, 2005
                                                                        Form 8-K")

10.3                  Form of Certificate Representing RSU's            Exhibit 10.2 to March 4, 2005
                      Voluntarily Awarded                               Form 8-K

10.4                  Incentive Plan for Senior Executive Officers      Exhibit 10.3 to March 4, 2005
                      of EMCOR Group, Inc.                              Form 8-K

11                    Computation of  Basic                             Note B of the Notes
                      EPS and Diluted EPS                               to the Condensed Consolidated
                      for the three months                              Financial Statements
                      ended March 31, 2005 and 2004

31.1                  Additional Exhibit -                              Page
                      Certification Pursuant to Section 302 of the
                      Sarbanes-Oxley Act of 2002 by the Chairman
                      of the Board of Directors and Chief
                      Executive Officer*

31.2                  Additional Exhibit -                              Page
                      Certification Pursuant to Section 302 of the
                      Sarbanes-Oxley Act of 2002 by the Chief
                      Financial Officer*

32.1                  Additional Exhibit -                              Page
                      Certification Pursuant to Section 906 of the
                      Sarbanes-Oxley Act of 2002 by the Chairman
                      of the Board of Directors and Chief
                      Executive Officer**

32.2                  Additional Exhibit -                              Page
                      Certification Pursuant to Section 906 of the
                      Sarbanes-Oxley Act of 2002 by the Chief
                      Financial Officer**
</TABLE>

<PAGE>

                                   SIGNATURES


     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 thereunto duly authorized.


Date: April 28, 2005
                                                      EMCOR GROUP, INC.
                                           ------------------------------------
                                                        (Registrant)


                                                    /s/FRANK T. MACINNIS
                                           ------------------------------------
                                                      Frank T. MacInnis
                                                  Chairman of the Board of
                                                      Directors and
                                                  Chief Executive Officer



                                                   /s/LEICLE E. CHESSER
                                           ------------------------------------
                                                      Leicle E. Chesser
                                                 Executive Vice President
                                               and Chief Financial Officer
                                              (Principal Financial Officer)


                                                     /s/MARK A. POMPA
                                           ------------------------------------
                                                        Mark A. Pompa
                                                   Senior Vice President,
                                                 Chief Accounting Officer
                                                       and Treasurer
                                              (Principal Accounting Officer)





<PAGE>


                                  CERTIFICATION

I, Frank T. MacInnis, Chairman of the Board and Chief Executive Officer of EMCOR
Group, Inc., certify that:

1.   I have reviewed this quarterly report on Form 10-Q of EMCOR Group, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     material  fact or omit to  state a  material  fact  necessary  to make  the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations  and cashflows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer(s) and I are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e),  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15(d)-15(f) for the registrant and have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   Designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     d)   Disclosed  in this  report  any  change  in the  registrants  internal
          control over financial reporting that occurred during the registrant's
          most  recent  fiscal  quarter  that  has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting;

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

<PAGE>

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date:  April 28, 2005
                                                   /s/FRANK T. MACINNIS
                                            ------------------------------------
                                                    Frank T. MacInnis
                                                 Chairman of the Board of
                                                      Directors and
                                                Chief Executive Officer


<PAGE>

                                  CERTIFICATION

I, Leicle E. Chesser,  Executive Vice President and Chief  Financial  Officer of
EMCOR Group, Inc., certify that:

1.   I have reviewed this quarterly report on Form 10-Q of EMCOR Group, Inc.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     material  fact or omit to  state a  material  fact  necessary  to make  the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer(s) and I are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e),  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15(d)-15(f) for the registrant and have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   Designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

     c)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     d)   Disclosed  in this  report  any  change  in the  registrants  internal
          control over financial reporting that occurred during the registrant's
          most  recent  fiscal  quarter  that  has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting;

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and


<PAGE>

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date:  April 28, 2005
                                                   /s/LEICLE E. CHESSER
                                           -------------------------------------
                                                    Leicle E. Chesser
                                                 Executive Vice President
                                               and Chief Financial Officer



<PAGE>






                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In  connection  with  the  Quarterly  Report  of  EMCOR  Group,  Inc.  (the
"Company")  on Form 10-Q for the period  ended  March 31, 2005 as filed with the
Securities and Exchange  Commission on the date hereof (the "Report"),  I, Frank
T. MacInnis,  Chief Executive  Officer of the Company,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:

1.   The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities and Exchange Act of 1934; and

2.   The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.



Date:    April 28, 2005                              /s/ FRANK T. MACINNIS
                                             -----------------------------------
                                                        Frank T. MacInnis
                                                    Chief Executive Officer


<PAGE>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     In  connection  with  the  Quarterly  Report  of  EMCOR  Group,  Inc.  (the
"Company")  on Form 10-Q for the period  ended  March 31, 2005 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),  I, Leicle
E. Chesser,  Chief  Financial  Officer of the Company,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that:

1.   The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities and Exchange Act of 1934; and

2.   The information  contained in the Report fairly  presents,  in all material
     respects, the financial condition and results of operations of the Company.



Date:    April 28, 2005                           /s/ LEICLE E. CHESSER
                                             -----------------------------------
                                                    Leicle E. Chesser
                                                 Chief Financial Officer
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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