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<SEC-DOCUMENT>0000105634-07-000104.txt : 20070726
<SEC-HEADER>0000105634-07-000104.hdr.sgml : 20070726
<ACCEPTANCE-DATETIME>20070726080709
ACCESSION NUMBER:		0000105634-07-000104
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20070630
FILED AS OF DATE:		20070726
DATE AS OF CHANGE:		20070726

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:		071000795

	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>a60710q.txt
<DESCRIPTION>2ND QUARTER EARNINGS
<TEXT>

                                  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 EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2007

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES 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                   (I.R.S. Employer Identification
of Incorporation or Organization)                            Number)

       301 Merritt Seven
      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 such
filing requirements for the past 90 days. Yes |X| No |_|

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the
Exchange Act).

Large accelerated filer  |X| Accelerated filer  |_|   Non-accelerated filer  |_|

     Indicate  by check mark  whether  the  registrant  is a shell  company  (as
defined by Rule 12b-2 of the Exchange Act). Yes |_| No |X|

                      Applicable Only To Corporate Issuers

     Number of shares of Common Stock outstanding as of the close of business on
July 24, 2007: 64,419,308 shares.

<PAGE>






                                EMCOR GROUP, INC.
                                      INDEX


                                                                        Page No.


PART I - Financial Information

Item 1     Financial Statements

           Condensed Consolidated Balance Sheets -
           as of June 30, 2007 and December 31, 2006                           1

           Condensed Consolidated Statements of Operations -
           three months ended June 30, 2007 and 2006                           3

           Condensed Consolidated Statements of Operations -
           six months ended June 30, 2007 and 2006                             4

           Condensed Consolidated Statements of Cash Flows -
           six months ended June 30, 2007 and 2006                             5

           Condensed Consolidated Statements of Stockholders'
           Equity and Comprehensive Income -
           six months ended June 30, 2007 and 2006                             6

           Notes to Condensed Consolidated Financial Statements                7


Item 2     Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                          15

Item 3     Quantitative and Qualitative Disclosures about Market Risk         28

Item 4     Controls and Procedures                                            28

PART II - Other Information

Item 1     Legal Proceedings                                                  29

Item 4     Submission of Matters to a Vote of Security Holders                30

Item 6     Exhibits                                                           31


<PAGE>
PART I. - FINANCIAL INFORMATION.

ITEM 1. FINANCIAL STATEMENTS.

EMCOR Group, Inc. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
- --------------------------------------------------------------------------------
                                                    June 30,        December 31,
                                                      2007             2006
                                                  (Unaudited)
- --------------------------------------------------------------------------------
                      ASSETS
Current assets:
 Cash and cash equivalents                        $  336,335          $  273,735
 Accounts receivable, net                          1,286,691           1,184,418
 Costs and estimated earnings in excess
   of billings on uncompleted contracts              164,628             147,848
 Inventories                                          17,089              18,015
 Prepaid expenses and other                           47,864              38,397
                                                  ----------          ----------

   Total current assets                            1,852,607           1,662,413

Investments, notes and other long-term
   receivables                                        29,261              29,630

Property, plant and equipment, net                    52,028              52,780

Goodwill                                             297,058             288,165

Identifiable intangible assets, net                   27,697              38,251

Other assets                                          17,782              17,784
                                                  ----------          ----------

   Total assets                                   $2,276,433          $2,089,023
                                                  ==========          ==========



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)
- --------------------------------------------------------------------------------
                                                        June 30,    December 31,
                                                          2007          2006
                                                      (Unaudited)
- --------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Borrowings under working capital credit line          $       --    $       --
 Current maturities of long-term debt and capital
   lease obligations                                          607           659
 Accounts payable                                         499,989       496,407
 Billings in excess of costs and estimated
   earnings on uncompleted contracts                      535,352       412,069
 Accrued payroll and benefits                             181,394       177,490
 Other accrued expenses and liabilities                   103,860       121,723
                                                       ----------    ----------

   Total current liabilities                            1,321,202     1,208,348

Long-term debt and capital lease obligations                1,087         1,239

Other long-term obligations                               183,575       169,127
                                                       ----------    ----------

   Total liabilities                                    1,505,864     1,378,714
                                                       ----------    ----------

Stockholders' equity:
 Preferred stock, $0.01 par value, 1,000,000 shares
   authorized, zero issued and outstanding                     --            --
 Common stock, $0.01 par value, 80,000,000 shares
   authorized, 67,627,140 and 67,296,072 shares
   issued, respectively                                       676           672
 Capital surplus                                          371,101       354,906
 Accumulated other comprehensive loss                     (22,707)      (28,189)
 Retained earnings                                        437,641       399,804
 Treasury stock, at cost 3,221,500 and 3,640,092
   shares, respectively                                   (16,142)      (16,884)
                                                       ----------    ----------

   Total stockholders' equity                             770,569       710,309
                                                       ----------    ----------

Total liabilities and stockholders' equity             $2,276,433    $2,089,023
                                                       ==========    ==========

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 June 30,                               2007         2006
- -----------------------------------------------------------------------------

Revenues                                              $1,406,232   $1,220,423
Cost of sales                                          1,236,756    1,086,895
                                                      ----------   ----------
Gross profit                                             169,476      133,528
Selling, general and administrative expenses             125,320      108,194
                                                      ----------   ----------
Operating income                                          44,156       25,334
Interest expense                                            (551)        (642)
Interest income                                            3,328        1,132
Minority interest                                         (2,060)        (672)
                                                      ----------   ----------
Income before income taxes                                44,873       25,152
Income tax provision                                      18,723        8,291
                                                      ----------   ----------
Net income                                            $   26,150   $   16,861
                                                      ==========   ==========

Net income per common share - Basic                   $     0.41   $     0.27
                                                      ==========   ==========

Net income per common share - Diluted                 $     0.39   $     0.26
                                                      ==========   ==========


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)
- -------------------------------------------------------------------------------
Six months ended June 30,                                  2007         2006
- -------------------------------------------------------------------------------

Revenues                                               $2,724,579    $2,371,500
Cost of sales                                           2,422,880     2,123,139
                                                       ----------    ----------
Gross profit                                              301,699       248,361
Selling, general and administrative expenses              238,519       210,700
Restructuring expenses                                         93            --
                                                       ----------    ----------
Operating income                                           63,087        37,661
Interest expense                                           (1,088)       (1,341)
Interest income                                             6,577         2,069
Minority interest                                          (3,252)         (928)
                                                       ----------    ----------
Income from continuing operations before income taxes      65,324        37,461
Income tax provision                                       27,182        12,967
                                                       ----------    ----------
Income from continuing operations                          38,142        24,494
Loss from discontinued operation,
   net of income tax effect                                    --          (620)
                                                       ----------    ----------
Net income                                             $   38,142    $   23,874
                                                       ==========    ==========

Net income (loss) per common share - Basic
   From continuing operations                          $     0.60    $     0.39
   From discontinued operation                                 --         (0.01)
                                                       ----------    ----------
                                                       $     0.60    $     0.38
                                                       ==========    ==========

Net income (loss) per common share - Diluted
   From continuing operations                          $     0.57    $     0.38
   From discontinued operation                                 --         (0.01)
                                                       ----------    ----------
                                                       $     0.57    $     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)
- --------------------------------------------------------------------------------------------------------
Six months ended June 30,                                                            2007          2006
- --------------------------------------------------------------------------------------------------------

Cash flows from operating activities:
<S>                                                                               <C>                <C>
   Net income                                                                     $ 38,142      $ 23,874
   Depreciation and amortization                                                     9,324         8,766
   Amortization of identifiable intangibles                                          2,321         1,550
   Minority interest                                                                 3,252           928
   Deferred income taxes                                                               543         3,716
   Loss on sale of discontinued operation, net of income taxes                          --           620
   Excess tax benefits from share-based compensation                                (6,136)       (2,724)
   Equity income from unconsolidated entities                                       (1,951)       (3,597)
   Other non-cash items                                                              4,455         5,097
   Distributions from unconsolidated entities                                        3,946         6,229
   Changes in operating assets and liabilities                                       8,397        29,632
                                                                                  --------      --------
Net cash provided by operating activities                                           62,293        74,091
                                                                                  --------      --------

Cash flows from investing activities:
   Payments for acquisitions of businesses, intangible asset and related
     earn-out agreements                                                            (4,001)         (786)
   Proceeds from sale of discontinued operation                                         --         1,203
   Proceeds from sale of property, plant and equipment                               2,384           313
   Purchase of property, plant and equipment                                        (9,847)       (9,716)
   Investment in and advances to unconsolidated entities and joint ventures         (1,510)         (277)
   Net (disbursements) proceeds related to other investments                          (116)          851
                                                                                  --------      --------
Net cash used in investing activities                                              (13,090)       (8,412)
                                                                                  --------      --------

Cash flows from financing activities:
   Proceeds from working capital credit line                                            --       149,500
   Repayments of working capital credit line                                            --      (149,500)
   Net repayments for long-term debt                                                   (28)          (24)
   Repayments for capital lease obligations                                           (463)         (106)
   Proceeds from exercise of stock options                                           5,773         5,503
   Excess tax benefits from share-based compensation                                 6,136         2,724
                                                                                  --------      --------
Net cash provided by financing activities                                           11,418         8,097
                                                                                  --------      --------
Effect of exchange rate changes on cash and cash equivalents                         1,979         3,339
                                                                                  --------      --------
Increase in cash and cash equivalents                                               62,600        77,115
Cash and cash equivalents at beginning of year                                     273,735       103,785
                                                                                  --------      --------
Cash and cash equivalents at end of period                                        $336,335      $180,900
                                                                                  ========      ========

Supplemental cash flow information:
   Cash paid for:
     Interest                                                                     $    921      $    927
     Income taxes                                                                 $ 33,875      $ 13,989
   Non-cash financing activities:
     Assets acquired under capital lease obligations                              $    286      $    209
     Note receivable from sale of subsidiary                                      $     --      $    246
</TABLE>

See Notes to Condensed Consolidated Financial Statements.
<PAGE>
EMCOR Group, Inc. and Subsidiaries
<TABLE>
<CAPTION>

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
AND COMPREHENSIVE INCOME
(In thousands)(Unaudited)
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                 Accumulated
                                                                                   other
                                                           Common   Capital    comprehensive    Retained   Treasury   Comprehensive
                                                  Total     stock   surplus   income (loss)(1)  earnings     stock        income
- -----------------------------------------------------------------------------------------------------------------------------------
<S>              <C>                            <C>         <C>     <C>          <C>            <C>        <C>           <C>
Balance, January 1, 2006                        $615,436    $666    $324,899     $ (5,370)      $313,170   $(17,929)
 Net income                                       23,874      --          --           --         23,874         --      $23,874
 Foreign currency translation
  adjustments                                      6,082      --          --        6,082             --         --        6,082
                                                                                                                         -------
 Comprehensive income                                                                                                    $29,956
                                                                                                                         =======
 Issuance of treasury stock
  for restricted stock units (2)                      --      --        (551)          --             --        551
 Treasury stock, at cost (3)                      (1,587)     --          --           --             --     (1,587)
 Common stock issued under
  stock option plans, net (4)                     10,070       4       9,039           --             --      1,027
 Value of issued restricted stock units            1,091      --       1,091           --             --         --
 Share-based compensation expense                  3,808      --       3,808           --             --         --
                                                --------    ----    --------     --------       --------   --------
Balance, June 30, 2006                          $658,774    $670    $338,286     $    712       $337,044   $(17,938)
                                                ========    ====    ========     ========       ========   ========

Balance, January 1, 2007                        $710,309    $672    $354,906     $(28,189)      $399,804   $(16,884)
 Net income                                       38,142      --          --           --         38,142         --      $38,142
 Foreign currency translation                      4,518      --          --        4,518             --         --        4,518
  adjustments
 Amortization of unrecognized pension losses,
  net of tax benefit of $0.4 million                 964      --          --          964             --         --          964
                                                                                                                         -------
 Comprehensive income                                                                                                    $43,624
                                                                                                                         =======
 Effect of adopting FIN 48                          (305)     --          --           --           (305)        --
 Issuance of treasury stock
  for restricted stock units (2)                      --      --        (261)          --             --        261
 Treasury stock, at cost (3)                        (911)     --          --           --             --       (911)
 Common stock issued under
  stock option plans, net (4)                     13,422       4      12,026           --             --      1,392
 Share-based compensation expense                  4,430      --       4,430           --             --         --
                                                --------    ----    --------     --------       --------   --------
Balance, June 30, 2007                          $770,569    $676    $371,101     $(22,707)      $437,641   $(16,142)
                                                ========    ====    ========     ========       ========   ========
</TABLE>



(1)  Represents cumulative foreign currency translation  adjustments and minimum
     pension liability adjustments.
(2)  Represents  common stock  transferred  at cost from treasury stock upon the
     vesting of restricted stock units.
(3)  Represents value of shares of common stock withheld by EMCOR for income tax
     withholding requirements upon the vesting of restricted stock units.
(4)  Includes the tax benefit related to our share-based  compensation  plans of
     $7.6  million and $4.6  million for the six months  ended June 30, 2007 and
     June 30, 2006, respectively.

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
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.
References  to the  "Company,"  "EMCOR,"  "we," "us," "our" and words of similar
import refer to EMCOR Group, Inc. and our consolidated  subsidiaries  unless the
context  indicates  otherwise.  Readers  of  this  report  should  refer  to the
consolidated  financial  statements and the notes thereto included in our 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 our  operations.  The results of operations for the three and
six month  periods  ended June 30, 2007 are not  necessarily  indicative  of the
results to be expected for the year ending December 31, 2007.

On July 9,  2007,  we  effected  a  2-for-1  stock  split in the form of a stock
distribution  of one common share for each common share owned on the record date
of June 20, 2007.  The capital stock  accounts,  all share data and earnings per
share data give effect to the stock split, applied retroactively, to all periods
presented.

The results of operations  for the 2006 period  presented  reflect  discontinued
operations accounting due to the sale of a subsidiary in January 2006.

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

NOTE B Discontinued Operation

On  January  31,  2006,  we sold a  subsidiary  that had been part of our United
States  mechanical  construction  and facilities  services  segment.  Results of
operations  for the six months ended June 30, 2006  presented  in our  Condensed
Consolidated  Financial Statements reflect discontinued  operations  accounting.
Included in the results of the  discontinued  operation for the six months ended
June 30, 2006 was a loss of $0.6 million (net of income  taxes) by reason of the
sale of the  subsidiary.  An  aggregate  of $1.2  million  in cash and notes was
received as  consideration  for this sale. The notes have been paid in full. The
components of the results of operations for the  discontinued  operation are not
presented,  as they are not material to the  consolidated  results of operations
for the six months ended June 30, 2006.

NOTE C Earnings Per Share

Calculation of Basic and Diluted Earnings per share

The following tables summarize our calculation of Basic and Diluted Earnings per
Share ("EPS") for the three and six month periods ended June 30, 2007 and 2006:


<PAGE>
EMCOR Group, Inc. and Subsidiaries
<TABLE>
<CAPTION>
Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE C Earnings Per Share - (continued)

                                                                                                 Three Months Ended
                                                                                                      June 30,
                                                                                             --------------------------
                                                                                                 2007           2006
                                                                                             -----------    -----------
Numerator:
<S>                                                                                          <C>            <C>
Net income available to common stockholders                                                  $26,150,000    $16,861,000
                                                                                             ===========    ===========

Denominator:
Weighted average shares outstanding used to compute basic earnings per share                  64,195,339     63,143,472
Effect of diluted securities - Share-based awards                                              2,459,335      2,278,292
                                                                                             -----------    -----------
Shares used to compute diluted earnings per share                                             66,654,674     65,421,764
                                                                                             ===========    ===========

Basic earnings per share                                                                     $      0.41    $      0.27
                                                                                             ===========    ===========

Diluted earnings per share                                                                   $      0.39    $      0.26
                                                                                             ===========    ===========
</TABLE>

<TABLE>
<CAPTION>
                                                                                                   Six Months Ended
                                                                                                       June 30,
                                                                                             --------------------------
                                                                                                2007            2006
                                                                                             ------------  ------------
Numerator:
<S>                                                                                          <C>            <C>
Income before discontinued operation                                                         $38,142,000    $24,494,000
Loss from discontinued operation                                                                      --       (620,000)
                                                                                             -----------    -----------
Net income available to common stockholders                                                  $38,142,000    $23,874,000
                                                                                             ===========    ===========

Denominator:
Weighted average shares outstanding used to compute basic earnings per share                  64,013,213     62,888,528
Effect of diluted securities - Share-based awards                                              2,456,941      2,099,580
                                                                                             -----------    -----------
Shares used to compute diluted earnings per share                                             66,470,154     64,988,108
                                                                                             ===========    ===========

Basic earnings (loss) per share:
   Continuing operations                                                                     $      0.60    $      0.39
   Discontinued operation                                                                             --          (0.01)
                                                                                             -----------    -----------
   Total                                                                                     $      0.60    $      0.38
                                                                                             ===========    ===========

Diluted earnings (loss) per share:
   Continuing operations                                                                     $      0.57    $      0.38
   Discontinued operation                                                                             --          (0.01)
                                                                                             -----------    -----------
   Total                                                                                     $      0.57    $      0.37
                                                                                             ===========    ===========
</TABLE>

<PAGE>
EMCOR Group, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE C Earnings Per Share - (continued)

There were 120,000 anti-dilutive stock options that were required to be excluded
from the  calculation  of diluted EPS for the three and six month  periods ended
June 30, 2007,  respectively.  There were zero anti-dilutive  stock options that
were required to be excluded from the  calculation  of diluted EPS for the three
and six month periods ended June 30, 2006, respectively.

NOTE D Common Stock

On July 9,  2007,  we  effected  a  2-for-1  stock  split in the form of a stock
distribution  of one  common  share for each  common  share  owned,  payable  to
shareholders  of record on June 20,  2007.  As of June 30, 2007 and December 31,
2006,  64,405,640  and 63,655,980  shares of our common stock were  outstanding,
respectively.

For the three months ended June 30, 2007 and 2006, 635,944 and 344,276 shares of
common stock were issued upon the exercise of stock options,  respectively.  For
the six months  ended June 30,  2007 and 2006,  779,256  and  966,276  shares of
common stock were issued upon the exercise of stock options, the satisfaction of
required  conditions  in our  share-based  compensation  plans and the grants of
direct stock, respectively.

NOTE E Segment Information

We have the following reportable segments which provide services associated with
the design, integration,  installation,  start-up,  operation and maintenance of
various  systems:  (a) United  States  electrical  construction  and  facilities
services  (involving systems for electrical power transmission and distribution;
central plant heating and cooling;  premises  electrical  and lighting  systems;
low-voltage systems, such as fire alarm, security and process control; voice and
data  communication;  roadway and transit lighting;  and fiber optic lines); (b)
United States mechanical construction and facilities services (involving systems
for heating, ventilation, air conditioning, refrigeration and clean-room process
ventilation;  fire protection;  plumbing,  process and high-purity piping; water
and wastewater  treatment);  (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  maintenance  and
services; site-based operations and maintenance services; facilities management;
installation  and  support  for  building  systems;   technical  consulting  and
diagnostic  services;  small  modification  and retrofit  projects;  and program
development,  management and maintenance for energy systems), which services are
not 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 our  operations  outside of the United States,
Canada and the United Kingdom (currently only in the Middle East). The following
tables  present  information  about industry  segments and geographic  areas (in
thousands):
<PAGE>
EMCOR Group, Inc. and Subsidiaries
<TABLE>
<CAPTION>
Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE E Segment Information - (continued)

                                                                                  For the three months ended June 30,
                                                                                  -----------------------------------
                                                                                     2007                     2006
                                                                                  ----------               ----------
Revenues from unrelated entities:
<S>                                                                               <C>                      <C>
 United States electrical construction and facilities services                    $  342,431               $  307,499
 United States mechanical construction and facilities services                       561,583                  418,770
 United States facilities services                                                   259,254                  229,970
                                                                                  ----------               ----------
 Total United States operations                                                    1,163,268                  956,239
 Canada construction and facilities services                                          74,126                   86,902
 United Kingdom construction and facilities services                                 168,838                  177,282
 Other international construction and facilities services                                 --                       --
                                                                                  ----------               ----------
 Total worldwide operations                                                       $1,406,232               $1,220,423
                                                                                  ==========               ==========
</TABLE>
<TABLE>
<CAPTION>
                                                                                  For the three months ended June 30,
                                                                                  -----------------------------------
                                                                                     2007                     2006
                                                                                  ----------               ----------
Total revenues:
<S>                                                                               <C>                      <C>
 United States electrical construction and facilities services                    $  343,825               $  308,228
 United States mechanical construction and facilities services                       562,556                  422,645
 United States facilities services                                                   260,084                  231,378
 Less intersegment revenues                                                           (3,197)                  (6,012)
                                                                                  ----------               ----------
 Total United States operations                                                    1,163,268                  956,239
 Canada construction and facilities services                                          74,126                   86,902
 United Kingdom construction and facilities services                                 168,838                  177,282
 Other international construction and facilities services                                 --                       --
                                                                                  ----------               ----------
 Total worldwide operations                                                       $1,406,232               $1,220,423
                                                                                  ==========               ==========
</TABLE>
<TABLE>
<CAPTION>
                                                                                   For the six months ended June 30,
                                                                                  -----------------------------------
                                                                                     2007                     2006
                                                                                  ----------               ----------
Revenues from unrelated entities:
<S>                                                                               <C>                      <C>
 United States electrical construction and facilities services                    $  657,403               $  617,718
 United States mechanical construction and facilities services                     1,080,348                  799,073
 United States facilities services                                                   507,141                  445,403
                                                                                  ----------               ----------
 Total United States operations                                                    2,244,892                1,862,194
 Canada construction and facilities services                                         133,451                  169,547
 United Kingdom construction and facilities services                                 346,236                  339,759
 Other international construction and facilities services                                 --                       --
                                                                                  ----------               ----------
 Total worldwide operations                                                       $2,724,579               $2,371,500
                                                                                  ==========               ==========
</TABLE>
<TABLE>
<CAPTION>
                                                                                   For the six months ended June 30,
                                                                                  -----------------------------------
                                                                                     2007                     2006
                                                                                  ----------               ----------
Total revenues:
<S>                                                                               <C>                      <C>
 United States electrical construction and facilities services                    $  661,025               $  620,373
 United States mechanical construction and facilities services                     1,082,062                  806,092
 United States facilities services                                                   509,036                  447,563
 Less intersegment revenues                                                           (7,231)                 (11,834)
                                                                                  ----------               ----------
 Total United States operations                                                    2,244,892                1,862,194
 Canada construction and facilities services                                         133,451                  169,547
 United Kingdom construction and facilities services                                 346,236                  339,759
 Other international construction and facilities services                                 --                       --
                                                                                  ----------               ----------
 Total worldwide operations                                                       $2,724,579               $2,371,500
                                                                                  ==========               ==========
</TABLE>
<PAGE>
EMCOR Group, Inc. and Subsidiaries
<TABLE>
<CAPTION>
Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE E Segment Information - (continued)

                                                                                  For the three months ended June 30,
                                                                                  -----------------------------------
                                                                                    2007                       2006
                                                                                  --------                   --------
Operating income (loss):
<S>                                                                               <C>                        <C>
 United States electrical construction and facilities services                    $ 21,179                   $ 11,063
 United States mechanical construction and facilities services                      28,475                     11,011
 United States facilities services                                                  12,565                     10,134
                                                                                  --------                   --------
 Total United States operations                                                     62,219                     32,208
 Canada construction and facilities services                                           807                      2,035
 United Kingdom construction and facilities services                                (2,178)                     3,694
 Other international construction and facilities services                             (162)                       (41)
 Corporate administration                                                          (16,530)                   (12,562)
                                                                                  --------                   --------
 Total worldwide operations                                                         44,156                     25,334

Other corporate items:
 Interest expense                                                                     (551)                      (642)
 Interest income                                                                     3,328                      1,132
 Minority interest                                                                  (2,060)                      (672)
                                                                                  --------                   --------
 Income before income taxes                                                       $ 44,873                   $ 25,152
                                                                                  ========                   ========
</TABLE>
<TABLE>
<CAPTION>
                                                                                   For the six months ended June 30,
                                                                                  -----------------------------------
                                                                                    2007                       2006
                                                                                  --------                   --------
Operating income (loss):
<S>                                                                               <C>                       <C>
 United States electrical construction and facilities services                    $ 32,106                   $ 19,437
 United States mechanical construction and facilities services                      41,827                     18,436
 United States facilities services                                                  21,776                     14,964
                                                                                  --------                   --------
 Total United States operations                                                     95,709                     52,837
 Canada construction and facilities services                                          (392)                     2,844
 United Kingdom construction and facilities services                                (1,751)                     5,381
 Other international construction and facilities services                             (278)                       732
 Corporate administration                                                          (30,108)                   (24,133)
 Restructuring expenses                                                                (93)                        --
                                                                                  --------                   --------
 Total worldwide operations                                                         63,087                     37,661

Other corporate items:
 Interest expense                                                                   (1,088)                    (1,341)
 Interest income                                                                     6,577                      2,069
 Minority interest                                                                  (3,252)                      (928)
                                                                                  --------                   --------
 Income from continuing operations before income taxes                            $ 65,324                   $ 37,461
                                                                                  ========                   ========
</TABLE>
<PAGE>
EMCOR Group, Inc. and Subsidiaries
<TABLE>
<CAPTION>
Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE E Segment Information - (continued)

                                                                                   June 30,          December 31,
                                                                                     2007                2006
                                                                                  ----------         -----------
Total assets:
<S>                                                                               <C>                 <C>
 United States electrical construction and facilities services                    $  367,620          $  363,656
 United States mechanical construction and facilities services                       802,517             748,044
 United States facilities services                                                   380,595             366,070
                                                                                  ----------          ----------
 Total United States operations                                                    1,550,732           1,477,770
 Canada construction and facilities services                                         104,041              87,753
 United Kingdom construction and facilities services                                 283,850             255,057
 Other international construction and facilities services                                427                 590
 Corporate administration                                                            337,383             267,853
                                                                                  ----------          ----------
 Total worldwide operations                                                       $2,276,433          $2,089,023
                                                                                  ==========          ==========
</TABLE>

Included in the operating loss of $0.4 million for the Canada  construction  and
facilities services segment for the six months ended June 30, 2007 was a gain on
the sale of property of $1.4 million.

NOTE F Retirement Plans

Our United Kingdom  subsidiary has a defined  benefit  pension plan covering all
eligible employees (the "UK Plan"); however, no individuals joining that company
after October 31, 2001 may participate in the plan.

Components of Net Periodic Pension Benefit Cost

The components of net periodic pension benefit cost of the UK Plan for three and
six months ended June 30, 2007 and 2006 were as follows (in thousands):
<TABLE>
<CAPTION>
                                                        For the three months ended June 30,     For the six months ended June 30,
                                                        -----------------------------------     ---------------------------------
                                                             2007                2006                2007              2006
                                                            -------             -------             -------           -------

<S>                                                         <C>                 <C>                <C>               <C>
Service cost                                                $ 1,644             $ 1,062             $ 3,262           $ 2,080
Interest cost                                                 3,413               2,598               6,772             5,091
Expected return on plan assets                               (3,427)             (2,770)             (6,800)           (5,427)
Amortization of prior service cost and actuarial loss            --                  18                  --                36
Amortization of unrecognized loss                               681                 415               1,351               813
                                                            -------             -------             -------           -------
Net periodic pension benefit cost                           $ 2,311             $ 1,323             $ 4,585           $ 2,593
                                                            =======             =======             =======           =======
</TABLE>

Employer Contributions

For  the  six  months  ended  June  30,  2007,  our  United  Kingdom  subsidiary
contributed  $4.4 million to its defined  benefit  pension plan and  anticipates
contributing an additional $5.0 million during the remainder of 2007.
<PAGE>
EMCOR Group, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE G Income Taxes

For the three months ended June 30, 2007 and 2006,  our income tax provision was
$18.7 million and $8.3 million,  respectively. For the six months ended June 30,
2007 and 2006,  our income tax provision  was $27.2  million and $13.0  million,
respectively.  The income  tax  provisions  were  recorded  based on  forecasted
effective income tax rates of 41% and 38%, before certain  adjustments,  for the
2007 and 2006 periods,  respectively.  The increase in our forecasted  effective
income tax rates for the 2007 periods compared to the 2006 periods was primarily
related  to the full  utilization  during  2006 of net  operating  losses of our
United Kingdom  construction and facilities services segment. As we had recorded
a  full  valuation   allowance  related  to  these  net  operating  losses,  the
utilization of these net operating  losses during the 2006 period resulted in an
income tax benefit for that segment.  The actual  effective  income tax rate was
greater than our forecasted  effective  income tax rate by  approximately  1% in
2007 due to an increase in the liability for  unrecognized  income tax benefits,
including  penalties  and  interest,  to a total of 42% of income  before income
taxes for both the three and six months ended June 30, 2007.  The 38% forecasted
effective  income tax rate was reduced by 5% and 3% for the three and six months
ended  June 30,  2006,  respectively,  related to the  deductibility  of certain
compensation arrangements for income tax purposes.

On January 1, 2007, we adopted the provisions of Financial  Accounting Standards
Board ("FASB")  Interpretation  No. 48,  "Accounting  for  Uncertainty in Income
Taxes",  an  interpretation  of FASB Statement No. 109,  "Accounting  for Income
Taxes" ("FIN 48"). As a result of the adoption of FIN 48 and  recognition of the
cumulative effect of adoption of a new accounting principle,  we recorded a $0.3
million increase in the liability for unrecognized income tax benefits,  with an
offsetting  reduction  in  retained  earnings.  As of June 30,  2007,  the total
liability for unrecognized income tax benefits was $6.4 million, the reversal of
which would reduce the effective income tax rate if and when recognized.

We recognized  interest and penalties  related to uncertain tax positions in the
income tax provision.  As of June 30, 2007, we had approximately $0.5 million of
accrued interest related to uncertain tax positions included in the liability on
the Condensed  Consolidated  Balance Sheet,  of which less than $0.2 million and
$0.3 million were recorded  during the three and six months ended June 30, 2007,
respectively.

It is possible that  approximately  $0.9 million of income tax liability related
to uncertain intercompany transfer pricing items will become a recognized income
tax benefit in the next twelve months due to the closing of open tax years.

The tax years 2003 to 2006 remain open to  examination  by United  States taxing
jurisdictions,  and the tax years 2000 to 2006  remain  open to  examination  by
foreign taxing jurisdictions.

NOTE H Acquisitions

As of June 30, 2007,  the purchase  price  accounting  for our  acquisition of a
United States mechanical  construction company in October 2006 was revised. As a
result, intangible assets ascribed to goodwill,  backlog, customer relationships
and a non-competition agreement, were adjusted.

NOTE I New Accounting Pronouncements

On January 1, 2007,  we adopted  FIN 48. FIN 48  clarifies  the  accounting  for
income taxes by prescribing a minimum recognition  threshold that a tax position
is required to meet before being recognized in the financial statements.  FIN 48
also provides guidance on derecognition,  measurement,  classification, interest
and penalties,  accounting in interim periods, disclosure and transition.  Refer
to Note G Income Taxes for information  related to the effect of adoption of FIN
48.
<PAGE>
EMCOR Group, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE I New Accounting Pronouncements - (continued)

In September 2006, the FASB issued Statement No. 157, "Fair Value  Measurements"
("Statement  157").  Statement  157  provides  guidance  for using fair value to
measure assets and liabilities.  The statement  applies whenever other standards
require  (or permit)  assets or  liabilities  to be measured at fair value.  The
statement  does  not  expand  the use of fair  value  in any new  circumstances.
Statement 157 is effective for our financial statements beginning with the first
quarter of 2008. Early adoption is permitted. We have not determined the effect,
if any, that the adoption of Statement  157 will have on our financial  position
and results of operations.

In February 2007, the FASB issued  Statement No. 159, "The Fair Value Option for
Financial  Assets and  Financial  Liabilities  - Including  an amendment of FASB
Statement No. 115" ("Statement  159").  Statement 159 permits entities to choose
to measure many  financial  instruments  and certain  other items at fair value.
Statement 159 is effective for our financial statements beginning with the first
quarter of 2008. We have not determined the effect, if any, that the adoption of
Statement 159 will have on our financial position and results of operations.

NOTE J Legal Proceedings

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

NOTE K Subsequent Events

On July 13,  2007 and  July  20,  2007,  we  purchased  three  companies  for an
aggregate  purchase price of  approximately  $33.5 million in cash.  Each of the
three companies performs both mechanical  construction and facilities  services,
two of which will be included in our United States facilities services reporting
segment,  and the  other  will  be  included  in our  United  States  mechanical
construction and facilities services reporting segment.

<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

We are one of the largest mechanical and electrical  construction and facilities
services  firms in the United  States,  Canada,  the United  Kingdom  and in the
world. We provide services to a broad range of commercial,  industrial,  utility
and  institutional   customers  through  approximately  70  principal  operating
subsidiaries and joint venture  entities.  Our offices are located in the United
States,  Canada and the United Kingdom. In the United Arab Emirates, we carry on
business through joint ventures.

Overview

On July 9,  2007,  we  effected  a  2-for-1  stock  split in the form of a stock
distribution  of one common share for each common share owned on the record date
of June 20,  2007.  The  earnings per share data give effect to the stock split,
applied retroactively, to all periods presented.

The following table presents selected  financial data for the three months ended
June 30, 2007 and 2006 (in millions, except percentages and earnings per share):

                                             For the three months ended June 30,
                                             -----------------------------------
                                                    2007                 2006
                                                 ---------            ---------
Revenues                                         $ 1,406.2            $ 1,220.4
  Revenues increase from prior year                   15.2%                 4.4%
Operating income                                 $    44.2            $    25.3
  Operating income as a percentage of revenues         3.1%                 2.1%
Net income                                       $    26.2            $    16.9
Diluted earnings per share                       $    0.39            $    0.26

We benefited from a continued strong United States non-residential  construction
market in the second  quarter of 2007. We have reported our best ever  revenues,
net income and diluted earnings per share for a second quarter of a fiscal year.
Revenues,  net income and diluted  earnings per share for the three months ended
June 30, 2007 increased, compared to the comparable 2006 period, principally due
to: (a) increased  availability in the United States of commercial,  hospitality
and high-tech  construction projects as capital spending in these market sectors
has continued to grow; (b) the addition of revenues and operating  income from a
United States mechanical  construction  company we acquired in October 2006; and
(c) increased awards to us of United States site-based commercial and government
facilities   services   contracts  due  to  (i)  our  more  active   pursuit  of
opportunities  in these  sectors and (ii) growth in  outsourcing  of  facilities
services in the  private  and public  sectors.  In  addition,  demand for mobile
services in our United States facilities services segment remained strong during
the second quarter of 2007 and increased compared to the second quarter of 2006.

Gross  profit as a  percentage  of revenues was 12.1% for the three months ended
June 30, 2007  compared to 10.9% for the three months ended June 30, 2006.  This
reflects the continuing trend in our  construction  project and service contract
base toward  higher margin work that is typically  associated  with the types of
projects referred to in the immediately  preceding paragraph.  Selling,  general
and  administrative  expenses increased $17.1 million for the three months ended
June 30,  2007,  compared to the  comparable  2006 period,  primarily  due to an
increase in incentive-based compensation as a result of improved profits in 2007
compared to 2006 and the  addition of a United  States  mechanical  construction
company  we  acquired  in October  2006.  The  increased  selling,  general  and
administrative  expenses were partially  offset by a reduction in some staff and
facilities,  particularly  those  associated  with our United States  facilities
services segment (as a result of restructuring  activities during 2006), and our
ability to increase  revenues without having to substantially  increase overhead
costs. Selling,  general and administrative expenses as a percentage of revenues
were 8.9% for each of the three month periods ended June 30, 2007 and 2006.

Our cash and cash  equivalents  increased $62.6 million for the six months ended
June 30, 2007, compared to an increase of $77.1 million for the six months ended
June 30, 2006.  The increases in cash were  primarily due to cash flows provided
by operating  activities of $62.3 million for the six months ended June 30, 2007
compared to $74.1 million for the six months ended June 30, 2006.  This decrease
in cash flows  provided by  operating  activities  was  primarily a result of an
increase  in  accounts  receivable  related  to  the  growth  in  our  revenues,
particularly  during the current  quarter.  Our reported net interest income for
the six months ended June 30, 2007 was $5.5 million, a $4.8 million  improvement
over the six months  ended June 30, 2006 net  interest  income of $0.7  million.
This increase in interest  income was  primarily  due to more cash  available to
invest, as well as an increase in interest rates.

In January  2006,  we sold a subsidiary  that had been part of our United States
mechanical construction and facilities services segment.  Consequently,  results
of operations for the first six months of 2006 reflect a loss from  discontinued
operation of $0.6  million  (net of income  taxes) by reason of the sale of that
subsidiary.
<PAGE>
Operating Segments

We have the following reportable segments which provide services associated with
the design, integration,  installation,  start-up,  operation and maintenance of
various  systems:  (a) United  States  electrical  construction  and  facilities
services  (involving systems for electrical power transmission and distribution;
central plant heating and cooling;  premises  electrical  and lighting  systems;
low-voltage systems, such as fire alarm, security and process control; voice and
data  communication;  roadway and transit lighting;  and fiber optic lines); (b)
United States mechanical construction and facilities services (involving systems
for heating, ventilation, air conditioning, refrigeration and clean-room process
ventilation;  fire protection;  plumbing,  process and high-purity piping; water
and wastewater  treatment);  (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  maintenance  and
services; site-based operations and maintenance services; facilities management;
installation  and  support  for  building  systems;   technical  consulting  and
diagnostic  services;  small  modification  and retrofit  projects;  and project
development,  management and maintenance for energy systems), 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 our operations outside of the
United  States,  Canada and the  United  Kingdom  (currently  only in the Middle
East).

Results of Operations

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

Revenues

The following  table  presents our  operating  segment  revenues from  unrelated
entities and their  respective  percentages  of total  revenues  (in  thousands,
except for percentages):
<TABLE>
<CAPTION>
                                                                                For the three months ended June 30,
                                                                         ------------------------------------------------
                                                                                          % of                      % of
                                                                            2007          Total        2006         Total
                                                                         ----------       -----     ----------      -----
Revenues:
<S>                                                                      <C>               <C>      <C>              <C>
   United States electrical construction and facilities services         $  342,431        24%      $  307,499       25%
   United States mechanical construction and facilities services            561,583        40%         418,770       34%
   United States facilities services                                        259,254        18%         229,970       19%
                                                                         ----------                 ----------
   Total United States operations                                         1,163,268        83%         956,239       78%
   Canada construction and facilities services                               74,126         5%          86,902        7%
   United Kingdom construction and facilities services                      168,838        12%         177,282       15%
   Other international construction and facilities services                      --        --               --       --
                                                                         ----------                 ----------
   Total worldwide operations                                            $1,406,232       100%      $1,220,423      100%
                                                                         ==========                 ==========
</TABLE>
<TABLE>
<CAPTION>
                                                                                   For the six months ended June 30,
                                                                         ------------------------------------------------
                                                                                          % of                       % of
                                                                            2007          Total        2006         Total
                                                                         ----------       -----     ----------      -----
Revenues:
<S>                                                                      <C>               <C>      <C>              <C>
   United States electrical construction and facilities services         $  657,403        24%      $  617,718       26%
   United States mechanical construction and facilities services          1,080,348        40%         799,073       34%
   United States facilities services                                        507,141        19%         445,403       19%
                                                                         ----------                 ----------
   Total United States operations                                         2,244,892        82%       1,862,194       79%
   Canada construction and facilities services                              133,451         5%         169,547        7%
   United Kingdom construction and facilities services                      346,236        13%         339,759       14%
   Other international construction and facilities services                      --        --               --       --
                                                                         ----------                 ----------
   Total worldwide operations                                            $2,724,579       100%      $2,371,500      100%
                                                                         ==========                 ==========
</TABLE>
<PAGE>
As described below in more detail,  our revenues for the three months ended June
30, 2007  increased  to $1.41  billion  compared to $1.22  billion for the three
months  ended June 30,  2006.  Revenues  for the six months  ended June 30, 2007
increased to $2.72  billion  compared to $2.37  billion for the six months ended
June 30,  2006.  The  increase  in 2007  revenues  was  principally  due to: (a)
increased  availability  in the United  States of  commercial,  hospitality  and
high-tech  construction projects as capital spending in these market sectors has
continued  to  grow;  (b)  our   acquisition  of  a  United  States   mechanical
construction  company in October 2006; and (c) increased  awards to us of United
States site-based  commercial and government  facilities services contracts as a
result of (i) our more active pursuit of opportunities in these sectors and (ii)
growth in the  outsourcing  of  facilities  services  in the  private and public
sectors.  Revenues from our Canada  construction and facilities services segment
decreased  during the six months ended June 30, 2007 compared to the same period
in  2006,  primarily  due to  our  inability  to  secure  certain  oil  and  gas
construction  contracts in Western Canada on contract terms acceptable to us and
the delay of  commencement of work on various large projects until later in 2007
and 2008.

Our backlog at June 30, 2007 was $4.26 billion compared to $3.22 billion at June
30, 2006. Our backlog was $3.50 billion at December 31, 2006. These increases in
backlog at June 30, 2007,  compared to backlog at June 30, 2006 and December 31,
2006,  were  primarily at the United States  reporting  segments and were due to
increased  availability of commercial,  hospitality  and high-tech  construction
projects and site-based  facilities services commercial and government work as a
result of  increased  capital  spending in these  market  sectors and  increased
awards due to our more active pursuit of opportunities in these and other market
sectors. Backlog is not a term recognized under United States generally accepted
accounting principles; however, it is a common measurement used in our 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.

Revenues of our United States  electrical  construction and facilities  services
segment  for the three  months  ended  June 30,  2007  increased  $34.9  million
compared to the three months  ended June 30,  2006.  Revenues for the six months
ended June 30, 2007  increased  $39.7  million  compared to the six months ended
June 30, 2006. The revenues  increase was generally due to increased  commercial
projects as a result of the strong commercial construction market.

Revenues of our United States  mechanical  construction and facilities  services
segment  for the three  months  ended June 30,  2007  increased  $142.8  million
compared to the three months  ended June 30,  2006.  Revenues for the six months
ended June 30, 2007 increased  $281.3  million  compared to the six months ended
June 30, 2006.  The revenues  increase was primarily  attributable  to increased
availability of commercial,  hospitality and high-tech construction projects and
the  addition of $45.4  million and $82.0  million of revenues for the three and
six months ended June 30, 2007,  respectively,  from a United States  mechanical
construction company we acquired in October 2006.

Our United States facilities  services revenues  increased $29.3 million for the
three  months  ended June 30, 2007  compared to the three  months ended June 30,
2006.  Revenues  increased  $61.7 million for the six months ended June 30, 2007
compared to the six months ended June 30, 2006. These increases in revenues were
primarily  attributable to increased  awards to us of site-based  commercial and
government  facilities services contracts as a result of our more active pursuit
of  opportunities  in these sectors and increased  availability of small project
and other services performed by our mobile services group in this segment.

Revenues of our Canada construction and facilities services segment decreased by
$12.8  million for the three  months  ended June 30, 2007  compared to the three
months ended June 30, 2006.  Revenues decreased $36.1 million for the six months
ended June 30, 2007 compared to the six months ended June 30, 2006. The decrease
in revenues for the three months ended June 30, 2007 compared to the same period
in 2006 was primarily  related to a decrease in the number of industrial  outage
projects  available  for bid.  The decrease in revenues for the six months ended
June 30,  2007  compared  to the same  period in 2006 was  primarily  due to our
inability to secure certain oil and gas construction contracts in Western Canada
on contract terms acceptable to us, the delay of commencement of work on various
large  projects  until  later in 2007 and 2008,  and a decrease in the number of
industrial outage and other projects  available for bid during the three and six
months ended June 30, 2007.
<PAGE>
United Kingdom  construction  and facilities  services  revenues  decreased $8.4
million for the three months  ended June 30, 2007,  compared to the three months
ended June 30, 2006,  principally  due to less rail  project  work  performed as
certain of our rail  contracts are nearing  completion,  partially  offset by an
$11.2 million  increase  relating to the rate of exchange for British  pounds to
United States  dollars as a result of the  strengthening  of the British  pound.
Revenues increased $6.5 million for the six months ended June 30, 2007, compared
to the six  months  ended  June 30,  2006,  principally  due to a $29.3  million
increase  relating  to the rate of  exchange  for  British  pounds to the United
States dollars as a result of the strengthening of the British pound.

Other  international  construction and facilities services activities consist of
operations  in the Middle East.  All of the current  projects in this market are
being performed by joint ventures. The results of these joint venture operations
were accounted for under the equity method.

Cost of sales and Gross profit

The following table presents our cost of sales,  gross profit,  and gross profit
as a percentage of revenues (in thousands, except for percentages):
<TABLE>
<CAPTION>
                                                For the three months ended June 30,    For the six months ended June 30,
                                                -----------------------------------    ---------------------------------
                                                       2007             2006                  2007           2006
                                                    ----------       ----------            ----------     ----------
<S>                                                 <C>              <C>                   <C>            <C>
Cost of sales                                       $1,236,756       $1,086,895            $2,422,880     $2,123,139
Gross profit                                           169,476          133,528               301,699        248,361
Gross profit, as a percentage of revenues                 12.1%            10.9%                 11.1%          10.5%
</TABLE>

Our gross profit  (revenues less cost of sales)  increased $35.9 million for the
three  months  ended June 30, 2007  compared to the three  months ended June 30,
2006.  Gross profit  increased  $53.3  million for the six months ended June 30,
2007  compared  to the six  months  ended  June  30,  2006.  Gross  profit  as a
percentage  of revenues  was 12.1% and 10.9% for the three months ended June 30,
2007 and 2006, respectively.  Gross profit as a percentage of revenues was 11.1%
and 10.5% for the six months  ended June 30,  2007 and 2006,  respectively.  The
increase in gross profit for the 2007  periods  compared to the 2006 periods was
primarily  attributable to increased United States  commercial,  hospitality and
high-tech  construction  projects,  the addition of a United  States  mechanical
construction  company we acquired  in October  2006,  increased  awards to us of
United States site-based commercial and government facilities services contracts
and increased  availability  of small  project and other  services by the mobile
services group within this segment. The increase in gross profit as a percentage
of revenues primarily reflected the continuing trend in our construction project
and service contract base toward higher margin work that is typically associated
with the types of projects referred to in this paragraph.

Selling, general and administrative expenses

The following table presents our selling,  general and administrative  expenses,
and selling, general and administrative expenses as a percentage of revenues (in
thousands, except for percentages):
<TABLE>
<CAPTION>
                                                   For the three months ended June 30,    For the six months ended June 30,
                                                   -----------------------------------    ---------------------------------
                                                        2007                 2006              2007               2006
                                                      --------             --------          --------           --------
<S>                                                   <C>                  <C>               <C>                <C>
Selling, general and administrative expenses          $125,320             $108,194          $238,519           $210,700
Selling, general and administrative expenses,
  as a percentage of revenues                              8.9%                 8.9%              8.8%               8.9%
</TABLE>

Our selling, general and administrative expenses for the three months ended June
30, 2007 increased  $17.1 million to $125.3  million  compared to $108.2 million
for the three months ended June 30, 2006.  Selling,  general and  administrative
expenses  as a  percentage  of  revenues  were 8.9% for each of the three  month
periods  ended  June  30,  2007  and  June  30,  2006.   Selling,   general  and
administrative expenses as a percentage of revenues were 8.8% for the six months
ended June 30, 2007 compared to 8.9% for the six months ended June 30, 2006. For
the three and six month periods  ended June 30, 2007,  compared to the three and
six months ended June 30, 2006,  selling,  general and  administrative  expenses
increased  primarily  due to an increase in  incentive-based  compensation  as a
result  of  improved  profits  and to  deferred  compensation  plans  for  which
liabilities  fluctuate  with  changes in the market price of our common stock in
2007  compared  to  2006,  and  the  addition  of  a  United  States  mechanical
construction  company  we  acquired  in  October  2006,  partially  offset  by a
reduction in some staff and facilities,  particularly  those associated with our
United  States  facilities  services  segment  (as  a  result  of  restructuring
activities  during 2006), and our ability to increase revenues without having to
substantially increase overhead costs.
<PAGE>
Restructuring expenses

Restructuring  expenses,  primarily related to employee  severance  obligations,
were zero and $0.09  million for the three and six months  ended June 30,  2007,
respectively. As of June 30, 2007, we had no unpaid severance obligations. There
were no restructuring expenses in the three and six months ended June 30, 2006.

Operating income

The following table presents our 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 June 30,
                                                                           ----------------------------------------------
                                                                                        % of                      % of
                                                                                        Segment                   Segment
                                                                             2007      Revenues       2006       Revenues
                                                                           --------    --------    ---------     --------
Operating income (loss):
<S>                                                                        <C>           <C>        <C>            <C>
 United States electrical construction and facilities services             $ 21,179      6.2%       $ 11,063       3.6%
 United States mechanical construction and facilities services               28,475      5.1%         11,011       2.6%
 United States facilities services                                           12,565      4.8%         10,134       4.4%
                                                                           --------                 --------
 Total United States operations                                              62,219      5.3%         32,208       3.4%
 Canada construction and facilities services                                    807      1.1%          2,035       2.3%
 United Kingdom construction and facilities services                         (2,178)      --           3,694       2.1%
 Other international construction and facilities services                     ( 162)      --             (41)        --
 Corporate administration                                                   (16,530)      --         (12,562)        --
                                                                           --------                 --------
 Total worldwide operations                                                  44,156      3.1%         25,334       2.1%

Other corporate items:
 Interest expense                                                             ( 551)                    (642)
 Interest income                                                              3,328                    1,132
 Minority interest                                                           (2,060)                    (672)
                                                                           --------                 --------
Income before income taxes                                                 $ 44,873                 $ 25,152
                                                                           ========                 ========
</TABLE>
<TABLE>
<CAPTION>

                                                                                  For the six months ended June 30,
                                                                           ----------------------------------------------
                                                                                        % of                      % of
                                                                                        Segment                   Segment
                                                                             2007      Revenues       2006       Revenues
                                                                           --------    --------     --------     --------
Operating income (loss):
<S>                                                                        <C>           <C>        <C>            <C>
   United States electrical construction and facilities services           $ 32,106      4.9%       $ 19,437       3.1%
   United States mechanical construction and facilities services             41,827      3.9%         18,436       2.3%
   United States facilities services                                         21,776      4.3%         14,964       3.4%
                                                                           --------                 --------
   Total United States operations                                            95,709      4.3%         52,837       2.8%
   Canada construction and facilities services                                 (392)      --           2,844       1.7%
   United Kingdom construction and facilities services                       (1,751)      --           5,381       1.6%
   Other international construction and facilities services                    (278)      --             732        --
   Corporate administration                                                 (30,108)      --         (24,133)       --
   Restructuring expenses                                                       (93)      --              --        --
                                                                           --------                 --------
   Total worldwide operations                                                63,087      2.3%         37,661       1.6%

Other corporate items:
   Interest expense                                                          (1,088)                  (1,341)
   Interest income                                                            6,577                    2,069
   Minority interest                                                         (3,252)                    (928)
                                                                           --------                 --------
Income from continuing operations before income taxes                      $ 65,324                 $ 37,461
                                                                           ========                 ========
</TABLE>
<PAGE>
As  described  below in more detail,  our  operating  income  increased by $18.2
million for the three  months ended June 30, 2007 to $44.2  million  compared to
operating  income of $25.3  million for the three  months  ended June 30,  2006.
Operating  income  increased by $25.4  million for the six months ended June 30,
2007 to $63.1 million  compared to operating income of $37.7 million for the six
months ended June 30, 2006.

United States electrical  construction and facilities  services operating income
of $21.2  million for the three  months  ending June 30,  2007  increased  $10.1
million compared to operating income of $11.1 million for the three months ended
June 30, 2006.  Operating income of $32.1 million for the six months ending June
30, 2007 increased $12.7 million  compared to operating  income of $19.4 million
for the six months ended June 30, 2006. The increase in operating  income in the
2007 three and six month periods was primarily the result of increased  revenues
from the  strong  commercial  construction  market  and  completion  of  certain
high-tech  projects  during the first six months of 2007,  in addition to higher
margin work typically  associated  with  commercial  and high-tech  construction
projects.  Selling,  general and administrative expenses were flat for the three
and six months  ended June 30, 2007  compared to the three and six months  ended
June 30, 2006,  principally  due to our continued focus on overhead cost control
that resulted in cost reductions at certain subsidiaries, which offset increases
in staff salaries and incentive compensation.

United States mechanical  construction and facilities  services operating income
for the three  months  ended June 30, 2007 was $28.5  million,  a $17.5  million
improvement  compared to operating  income of $11.0 million for the three months
ended June 30, 2006. Operating income for the six months ended June 30, 2007 was
$41.8 million, a $23.4 million improvement compared to operating income of $18.4
million  for the six  months  ended  June  30,  2006.  These  improvements  were
primarily due to increased  hospitality,  commercial and high-tech  construction
projects,  the addition of a United States  mechanical  construction  company we
acquired  in October  2006 and higher  margin  work  typically  associated  with
hospitality,  commercial and high-tech  construction  projects. The increases in
selling,  general and  administrative  expenses  were  primarily  related to the
October 2006 acquisition, increases in incentive compensation and cost increases
to support the  increased  revenues  for the first half of 2007  compared to the
first half of 2006.

United States  facilities  services  operating income for the three months ended
June 30, 2007 was $12.6  million  compared to operating  income of $10.1 million
for the first  quarter of 2006.  Operating  income for the six months ended June
30, 2007 was $21.8 million compared to operating income of $15.0 million for the
first six months of 2006.  The increase in  operating  income for the 2007 three
and six month periods was primarily due to more efficient performance on certain
site-based   contracts,   increased  revenues  from  site-based  commercial  and
government  facilities  services  contracts,   a  continuing  shift  toward  new
site-based  contracts with greater margins than some past  contracts,  increased
income from small  projects and other  services by our mobile  services group in
this segment and the reduction in some staff and  facilities  during 2006 (which
reductions did not occur primarily until the third and fourth quarters of 2006).

Our  Canada  construction  and  facilities  services  operating  income was $0.8
million for the three  months  ended June 30,  2007,  compared  to an  operating
income of $2.0 million for the three months ended June 30, 2006.  This segment's
operating loss was $0.4 million for the six months ended June 30, 2007, compared
to  operating  income of $2.8  million for the six months  ended June 30,  2006.
Included in the operating loss for the six months ended June 30, 2007 was a $1.4
million gain on sale of property.  The decreased  operating  income for the 2007
three and six month  periods  compared to the same 2006  periods  was  primarily
related to our inability to secure certain oil and gas construction contracts in
Western Canada on contracts terms acceptable to us, the delay of commencement of
work on various large  projects  until later in 2007 and 2008, and a decrease in
the number of industrial outage and other projects  available for bid during the
2007 periods,  which  reduction  resulted in less gross profit than in the prior
year periods.

Our United Kingdom  construction and facilities  services operating loss for the
three months ended June 30, 2007 was $2.2 million  compared to operating  income
of $3.7 million for the three months ended June 30, 2006. Operating loss for the
six months ended June 30, 2007 was $1.8 million  compared to operating income of
$5.4 million for the six months ended June 30, 2006.  The reduction in operating
income  in the 2007  three  and six  months  periods  compared  to the same 2006
periods was  primarily  attributable  to lower gross  profit  generated  on rail
projects and an increase in pension  costs  associated  with the United  Kingdom
defined benefit pension plan, partially offset by improved operating income from
other construction projects and facilities services work.

Other international construction and facilities services operating loss was $0.2
million for the three months ended June 30, 2007  compared to operating  loss of
$0.04 million for the three months ended June 30, 2006.  Operating loss was $0.3
million for the six months ended June 30, 2007  compared to operating  income of
$0.7 million for the six months ended June 30, 2006.
<PAGE>
Our corporate  administration  expenses for the three months ended June 30, 2007
were $16.5 million compared to $12.6 million for the three months ended June 30,
2006.  Our corporate  administration  expenses for the six months ended June 30,
2007 were $30.1 million  compared to $24.1 million for the six months ended June
30, 2006.  The increase in expenses was  primarily  due to $2.4 million and $3.3
million of increased  compensation awards based on achievement of earnings,  and
to deferred  compensation plans for which the liabilities fluctuate with changes
in the market  price of our common stock for the three and six months ended June
30, 2007, respectively,  compared to the same prior year periods.  Additionally,
compensation  and  related  staffing  expenses  increased  for the three and six
months  ended June 30, 2007  compared to the same prior year  periods to support
current and projected business growth.

Interest  income  for the three  months  ended  June 30,  2007 was $3.3  million
compared to $1.1  million for the three  months  ended June 30,  2006.  Interest
income for the six months ended June 30, 2007 was $6.6 million  compared to $2.1
million for the six months ended June 30, 2006. The increases in interest income
were primarily  related to more cash available to invest, as well as an increase
in interest rates, in the current year periods.  Interest  expense for the three
months ended June 30, 2007 and 2006 was $0.6  million for each period.  Interest
expense  for the six months  ended June 30,  2007 and 2006 was $1.1  million and
$1.3 million,  respectively.  The decrease in interest expense was primarily due
to the  absence  of  borrowings  during  the 2007  periods  compared  to  modest
borrowings during the same 2006 periods.

For the three months ended June 30, 2007 and 2006,  our income tax provision was
$18.7 million and $8.3 million,  respectively. For the six months ended June 30,
2007 and 2006,  our income tax provision  was $27.2  million and $13.0  million,
respectively.  The income  tax  provisions  were  recorded  based on  forecasted
effective income tax rates of 41% and 38%, before certain  adjustments,  for the
2007 and 2006 periods,  respectively.  The increase in our forecasted  effective
income tax rates for the 2007 periods compared to the 2006 periods was primarily
related  to the full  utilization  during  2006 of net  operating  losses of our
United Kingdom  construction and facilities services segment. As we had recorded
a  full  valuation   allowance  related  to  these  net  operating  losses,  the
utilization of these net operating  losses during the 2006 period resulted in an
income tax benefit for that segment.  The actual  effective  income tax rate was
greater than our forecasted  effective  income tax rate by  approximately  1% in
2007 due to an increase in the liability for  unrecognized  income tax benefits,
including  penalties  and  interest,  to a total of 42% of income  before income
taxes for both the three and six months ended June 30, 2007.  The 38% forecasted
effective  income tax rate was reduced by 5% and 3% for the three and six months
ended  June 30,  2006,  respectively,  related to the  deductibility  of certain
compensation arrangements for income tax purposes.

Liquidity and Capital Resources

The  following  table  presents  our net cash  provided  by (used in)  operating
activities,  investing  activities  and financing  activities  and the effect of
exchange rate changes on cash and cash equivalents (in thousands):
<TABLE>
<CAPTION>
                                                                             For the six months ended June 30,
                                                                             ---------------------------------
                                                                                 2007                2006
                                                                               --------            --------
<S>                                                                            <C>                 <C>
Net cash provided by operating activities                                      $ 62,293            $ 74,091
Net cash used in investing activities                                          $(13,090)           $ (8,412)
Net cash provided by financing activities                                      $ 11,418            $  8,097
Effect of exchange rate changes on cash and cash equivalents                   $  1,979            $  3,339
</TABLE>

Our  consolidated  cash balance  increased by  approximately  $62.6 million from
$273.7  million at December  31, 2006 to $336.3  million at June 30,  2007.  The
decrease in net cash provided by operating  activities  for the six months ended
June 30, 2007  compared to the six months ended June 30, 2006 was  primarily due
to an  increase in accounts  receivable  related to the growth in our  revenues,
particularly during the current quarter.  Net cash used in investing  activities
of $13.1  million in the six months ended June 30, 2007  increased  $4.7 million
compared  to $8.4  million  used in the six months  ended June 30,  2006 and was
primarily  due to a $3.2  million  increase  in  payments  for  acquisitions  of
businesses,  intangible  asset and related earn-out  agreements,  a $1.2 million
increase in  investment  in and  advances to  unconsolidated  entities and joint
ventures  and the  absence  of $1.2  million  in  proceeds  from  the  sale of a
discontinued  operation  recognized  in the first six months of 2006,  partially
offset by a $2.1 million  increase in proceeds from sale of property,  plant and
equipment. Net cash provided by financing activities of $11.4 million in the six
months ended June 30, 2007  increased  $3.3 million  compared to $8.1 million in
the six months ended June 30, 2006 and was primarily attributable to an increase
in the excess tax benefits from share-based compensation of $3.4 million.

<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                                   $    0.3     $  0.1     $  0.2      $  --      $  --
Capital lease obligations                                   1.4        0.5        0.8        0.1         --
Operating leases                                          175.9       45.6       68.5       35.5       26.3
Open purchase obligations (1)                             895.2      721.3      167.4        6.5         --
Other long-term obligations (2)                           203.4       30.7      146.7       26.0         --
                                                       --------     ------     ------      -----      -----
Total Contractual Obligations                          $1,276.2     $798.2     $383.6      $68.1      $26.3
                                                       ========     ======     ======      =====      =====
</TABLE>
<TABLE>
<CAPTION>
                                                                   Amount of Commitment Expiration by Period
                                                                   -----------------------------------------
                                                                     Less
         Other Commercial                                Total       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)                            $  --      $   --      $  --      $  --      $  --
Letters of credit                                         60.6          --       60.6         --         --
Guarantees                                                25.0          --         --         --       25.0
                                                         -----      ------      -----      -----      -----
Total Commercial Obligations                             $85.6      $   --      $60.6      $  --      $25.0
                                                         =====      ======      =====      =====      =====
</TABLE>

(1)  Represents  open  purchase  orders for  material and  subcontracting  costs
     related to construction  and service  contracts.  These purchase orders are
     not reflected in EMCOR's condensed  consolidated  balance sheets and should
     not impact future cash flows, as amounts will be recovered through customer
     billings.
(2)  Represents  primarily  insurance  related   liabilities,   a  pension  plan
     liability and liabilities for unrecognized  income tax benefits  classified
     as  other  long-term  liabilities  in the  condensed  consolidated  balance
     sheets.  Cash payments for  insurance  related  liabilities  may be payable
     beyond three years, but it is not practical to estimate. We provide funding
     to our pension  plans based on the minimun  funding  required by applicable
     regulations.  In  determining  the  minimum  required  funding,  we utilize
     current actuarial  assumptions and exchange rates to forecast  estimates of
     amounts  that may be  payable  for up to five years in the  future.  In our
     judgement, minimum funding estimates beyond a five year time horizon cannot
     be reliably estimated, and therefore,  have not been included in the table.
     At our discretion, we may fund more than the minimum required funding.
(3)  We classify  these  borrowings as short-term on our condensed  consolidated
     balance  sheets because of our intent and ability to repay the amounts on a
     short-term   basis.  As  of  June  30,  2007,   there  were  no  borrowings
     outstanding.

Our revolving credit agreement (the "Revolving Credit Facility")  provides for a
credit facility of $375.0 million. As of June 30, 2007 and December 31, 2006, we
had  approximately  $60.6  million  and  $55.6  million  of  letters  of  credit
outstanding,  respectively,  under the Revolving Credit Facility.  There were no
borrowings  under the Revolving Credit Facility as of June 30, 2007 and December
31, 2006.

Our Canadian  subsidiary,  Comstock  Canada Ltd., has a credit  agreement with a
bank  providing  for an  overdraft  facility  of up to Cdn.  $0.5  million.  The
facility is secured by a standby  letter of credit and  provides for interest at
the bank's prime rate, which was 6.0% at June 30, 2007. There were no borrowings
outstanding under this credit agreement at June 30, 2007 or 2006.

One of our  subsidiaries has guaranteed $25.0 million of borrowings of a venture
in which we have 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 our  financial  position  or results of
operations.  We and Baltimore Gas and Electric are jointly and severally liable,
in the event of default, for the venture's $25.0 million in borrowings.

The terms of our construction  contracts  frequently require that we obtain from
surety companies  ("Surety  Companies") and provide to our customers payment and
performance  bonds  ("Surety  Bonds")  as a  condition  to  the  award  of  such
contracts. The Surety Bonds secure our payment and performance obligations under
such  contracts,  and we have  agreed to  indemnify  the  Surety  Companies  for
amounts,  if any,  paid by them in respect of Surety Bonds issued on our behalf.
In  addition,  at the  request  of  labor  unions  representing  certain  of our
employees,  Surety Bonds are sometimes  provided to secure obligations for wages
and benefits payable to or for such employees.  Public sector contracts  require
Surety Bonds more frequently than private sector contracts, and accordingly, our
bonding  requirements  typically  increase  as the amount of public  sector work
increases.  As of June 30, 2007,  based on our  percentage-of-completion  of our
projects covered by Surety Bonds, our aggregate  estimated  exposure,  had there
been  defaults  on all our  existing  contractual  obligations,  would have been
approximately  $1.2 billion.  The Surety Bonds are issued by Surety Companies in
return for premiums, which vary depending on the size and type of bond.
<PAGE>
In recent  years,  there  has been a  reduction  in the  aggregate  surety  bond
issuance capacity of Surety Companies due to industry  consolidations  and other
factors.  Consequently, the availability of Surety Bonds has become more limited
and  the  terms  upon  which  Surety  Bonds  are  available   have  become  more
restrictive.  We  continually  monitor our available  limits of Surety Bonds and
discuss with our current and other Surety Bond providers the appropriate  amount
of Surety Bonds that may be available  based on our  financial  strength and the
absence of any  default by us on any Surety  Bond we have  previously  obtained.
However,  if we experience changes in our bonding  relationships or if there are
further changes in the surety  industry,  we may need to seek to satisfy certain
customer  requests for Surety Bonds by posting other forms of collateral in lieu
of Surety Bonds such as letters of credit or guarantees by EMCOR Group, Inc., by
seeking to convince  customers to forego the  requirement  for Surety Bonds,  by
increasing  our  activities in business  segments that less  frequently  require
Surety Bonds such as the facilities  services  segment and/or by refraining from
bidding for certain  projects that require  large Surety Bonds.  There can be no
assurance that we will be able to effectuate  alternatives  to providing  Surety
Bonds to our customers or to obtain, on favorable terms,  sufficient  additional
work that does not require  Surety Bonds to replace  projects  requiring  Surety
Bonds that we may decline to pursue.  Accordingly,  if we were to  experience  a
reduction in the  availability of Surety Bonds,  we could  experience a material
adverse  effect on our financial  position,  results of  operations  and/or cash
flow.

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

Our primary  source of  liquidity  has been,  and is expected to continue to be,
cash generated by operating  activities.  We also maintain 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  to
enable us to seize  opportunities  to  participate  in joint ventures or to make
acquisitions  that may require  access to cash. We may also  increase  liquidity
through an equity  offering or issuance  of other debt  instruments.  Short-term
changes in macroeconomic trends may have an effect, positively or negatively, on
liquidity.  In  addition  to managing  borrowings,  our focus on the  facilities
services  market is intended to provide an additional  buffer  against  economic
downturns  inasmuch as the  facilities  services  business is  characterized  by
annual and multi-year  contracts that provide a more predictable  stream of cash
flow than the construction  business.  Short-term  liquidity is also impacted by
the  type and  length  of  construction  contracts  in  place.  During  economic
downturns,  such as the downturn that the engineering and construction  industry
experienced   from  2001  through  2004,   there  were  typically   fewer  small
discretionary   projects  from  the  private  sector,   and  companies  like  us
aggressively bid larger long-term  infrastructure  and public sector  contracts.
Performance of long duration contracts  typically requires working capital until
initial  billing  milestones  are  achieved.  While we strive to  maintain a net
over-billed  position with our  customers,  there can be no assurance that a net
over-billed position can be maintained;  however, we have been successful during
the 2006 and 2007  periods  of strong  demand for  non-residential  construction
services  to  substantially  increase  our  net  over-billed  position.  Our 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",  were $370.7 million
and $264.2 million as of June 30, 2007 and December 31, 2006, respectively.

Long-term  liquidity  requirements  can  be  expected  to be  met  through  cash
generated  from  operating  activities,  our Revolving  Credit  Facility and, if
required,  the sale of various secured or unsecured debt and/or equity interests
in the public and private  markets.  Based upon our current  credit  ratings and
financial position,  we can reasonably expect to be able to issue long-term debt
instruments  and/or equity.  Over the long term, our 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,
our  ability  to  perform  work at  profitable  levels is  critical  in  meeting
long-term liquidity requirements.

We believe that our current cash balances and our borrowing  capacity  available
under our  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,
we are a party to lawsuits and other  proceedings in which other parties seek to
recover  from us  amounts  ranging  from a few  thousand  dollars  to over $75.0
million.  If we were  required to pay  damages in one or more such  proceedings,
such payments could have a material  adverse  effect on our financial  position,
results of operations and/or cash flows.
<PAGE>
Certain Insurance Matters

As of June 30, 2007 and  December  31,  2006,  we utilized  approximately  $58.6
million and $51.6 million, respectively, of letters of credit obtained under our
revolving credit facility as collateral for our insurance obligations.

New Accounting Pronouncements

On January 1, 2007, we adopted  Financial  Accounting  Standards  Board ("FASB")
Interpretation  No.  48,  "Accounting  for  Uncertainty  in  Income  Taxes",  an
interpretation  of FASB Statement No. 109,  "Accounting  for Income Taxes" ("FIN
48").  FIN 48 clarifies the accounting for income taxes by prescribing a minimum
recognition  threshold  that a tax  position is  required  to meet before  being
recognized  in the  financial  statements.  FIN 48  also  provides  guidance  on
derecognition,  measurement,  classification, interest and penalties, accounting
in interim  periods,  disclosure and transition.  As a result of the adoption of
FIN 48 and recognition of the cumulative  effect of adoption of a new accounting
principle, we recorded a $0.3 million increase in the liability for unrecognized
income tax benefits,  with an offsetting  reduction in retained earnings.  As of
June 30, 2007, the total liability for unrecognized income tax benefits was $6.4
million, the reversal of which would reduce the effective income tax rate if and
when recognized.  We recognized  interest and penalties related to uncertain tax
positions in the income tax provision. As of June 30, 2007, we had approximately
$0.5 million of accrued interest related to uncertain tax positions  included in
the liability on the Condensed  Consolidated  Balance Sheet,  of which less than
$0.2  million and $0.3  million  were  recorded  during the three and six months
ended June 30, 2007.  It is possible that  approximately  $0.9 million of income
tax  liability  related to uncertain  intercompany  transfer  pricing items will
become a  recognized  income tax  benefit in the next  twelve  months due to the
closing of open tax years. The tax years 2003 to 2006 remain open to examination
by United  States  taxing  jurisdictions,  and the tax years 2000 to 2006 remain
open to examination by foreign taxing jurisdictions.

In September 2006, the FASB issued Statement No. 157, "Fair Value  Measurements"
("Statement  157").  Statement  157  provides  guidance  for using fair value to
measure assets and liabilities.  The statement  applies whenever other standards
require  (or permit)  assets or  liabilities  to be measured at fair value.  The
statement  does  not  expand  the use of fair  value  in any new  circumstances.
Statement 157 is effective for our financial statements beginning with the first
quarter of 2008. Early adoption is permitted. We have not determined the effect,
if any, the adoption of Statement  157 will have on our  financial  position and
results of operations.

In February 2007, the FASB issued  Statement No. 159, "The Fair Value Option for
Financial  Assets and  Financial  Liabilities  - Including  an amendment of FASB
Statement No. 115" ("Statement  159").  Statement 159 permits entities to choose
to measure many  financial  instruments  and certain  other items at fair value.
Statement 159 is effective for our financial statements beginning with the first
quarter of 2008.  We have not  determined  the effect,  if any,  the adoption of
Statement 159 will have on our financial position and results of operations.

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.  Our significant accounting policies are described in
Note B - Summary of Significant Accounting Policies of the notes to consolidated
financial  statements  included in Item 8 of the annual  report on Form 10-K for
the  year  ended  December  31,  2006.  There  was no  initial  adoption  of any
accounting  policies during the three and six months ended June 30, 2007, except
for the adoption of FIN 48. We believe that some of the more  critical  judgment
areas in the  application  of  accounting  policies  that  affect our  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.
<PAGE>
Revenue Recognition for Long-term Construction Contracts and Services Contracts

We believe  our most  critical  accounting  policy is revenue  recognition  from
long-term construction  contracts for which we use 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 our 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   our    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 fully perform such
contract.  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
our condensed  consolidated  balance  sheets.  Costs and  estimated  earnings in
excess  of  billings  on  uncompleted   contracts  reflected  in  the  condensed
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 we seek 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. 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  condensed
consolidated  financial  statements.  In  addition  to revenue  recognition  for
long-term construction  contracts,  we recognize 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  (pursuant to which our  employees  may be at 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
facilities  services contracts are generally performed 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

We are  required to  estimate  the  collectibility  of  accounts  receivable.  A
considerable  amount of  judgment is required in  assessing  the  likelihood  of
realization   of   receivables.   Relevant   assessment   factors   include  the
creditworthiness of the customer, our prior collection history with the customer
and related aging of the past due balances.  The provision for doubtful accounts
during the three and six months ended June 30, 2007 reflects a reduction of $0.6
million and $0.3 million,  respectively.  For the three and the six months ended
June 30, 2006,  the  provision  for doubtful  accounts was $1.4 million and $1.3
million,  respectively.  At June  30,  2007  and  December  31,  2006,  accounts
receivable  of $1,286.7  million and $1,184.4  million,  respectively,  included
allowances of $23.1 million and $25.0 million,  respectively.  Specific accounts
receivable  are evaluated when we believe a customer may not be able to meet its
financial  obligations due to  deterioration  of its financial  condition or its
credit ratings. The allowance requirements are based on the best facts available
and  are  re-evaluated  and  adjusted  on a  regular  basis  and  as  additional
information is received.

Insurance Liabilities

We have  loss  payment  deductibles  for  certain  workers'  compensation,  auto
liability,  general liability and property claims, have self-insured  retentions
for certain other  casualty  claims and are  self-insured  for  employee-related
health care claims.  Losses are recorded  based upon  estimates of our liability
for claims  incurred and for 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.  We believe the  liabilities  recognized on our balance  sheets 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 will be recorded in
the period that the experience becomes known.
<PAGE>
Income Taxes

We have net deferred tax assets  primarily  resulting from deductible  temporary
differences of $27.2 million and $28.2 million at June 30, 2007 and December 31,
2006,  respectively,  which will reduce our 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 June 30, 2007 and
December 31, 2006,  the total  valuation  allowance on gross deferred tax assets
was approximately $13.5 million and $12.9 million, respectively.

Goodwill and Intangible Assets

As of June 30,  2007,  we had goodwill and net  identifiable  intangible  assets
(primarily   the  market   value  of  our   backlog,   customer   relationships,
non-competition agreements and trademarks and trade names) of $297.1 million and
$27.7  million,  respectively,  primarily  arising  out  of the  acquisition  of
companies.  As  of  June  30,  2007,  the  purchase  price  accounting  for  our
acquisition of a United States mechanical  construction  company in October 2006
was revised.  As a result,  intangible  assets  ascribed to  goodwill,  backlog,
customer  relationships  and a  non-competition  agreement,  were adjusted.  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.  FASB  Statement No. 142,  "Goodwill  and Other  Intangible
Assets"  ("Statement  142") requires  goodwill and other intangible  assets that
have  indefinite  useful lives not be amortized,  but instead be tested at least
annually for  impairment  (which we test each October 1), and be written down if
impaired,  rather than amortized as previous  standards  required.  Furthermore,
Statement 142 requires that identifiable  intangible assets with finite lives be
amortized over their useful lives.  Changes in strategy and/or market conditions
may result in adjustments to recorded intangible asset balances.
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We have not used any material derivative financial  instruments during the three
and six months ended June 30, 2007 and 2006, including trading or speculation on
changes  in  interest  rates,  or  commodity  prices  of  materials  used in our
business.

We are 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 borrowings are not affected by changes in
market interest rates. As of June 30, 2007, there were no borrowings outstanding
under the facility. Had there been borrowings, they would bear interest at (1) a
rate which is the prime commercial lending rate announced by Harris Nesbitt from
time to time  (8.25%  at June 30,  2007)  plus  0.0% to 0.5%  based  on  certain
financial  tests or (2) United States dollar LIBOR (5.32% at June 30, 2007) plus
1.0% to 2.25% based on certain  financial tests. The interest rates in effect at
June 30, 2007 were 8.25% and 6.32% for the prime commercial lending rate and the
United  States dollar  LIBOR,  respectively.  Letter of credit fees issued under
this  facility  range from 1.0% to 2.25% 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.  The Revolving  Credit Facility expires in
October 2010.  There is no guarantee  that we will be able to renew the facility
at its expiration.

We are also exposed to construction 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 our  customers'
ability to pay these obligations is negatively impacted by economic  conditions.
We  continually  monitor the  creditworthiness  of our  customers  and  maintain
on-going  discussions with customers  regarding  contract status with respect to
change  orders and  billing  terms.  Therefore,  we believe we take  appropriate
action to manage market and other risks,  but there is no assurance that we 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 Item 2. Management's
Discussion and Analysis of Financial Condition and Results of Operations.

Amounts  invested in our 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 our condensed consolidated balance sheets.
We believe 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,  we are exposed to market risk of fluctuations in certain commodity
prices of materials such as copper and steel  utilized in both our  construction
and facilities services  operations.  We are also exposed to increases in energy
prices,  particularly  as they relate to  gasoline  prices for our fleet of over
6,000  vehicles.  While we believe we can increase our prices to adjust for some
price increases in  commodities,  there can be no assurance that continued price
increases of commodities, if they were to occur, would be recoverable.

ITEM 4. CONTROLS AND PROCEDURES.

Based on an evaluation of our disclosure controls and procedures (as required by
Rule  13a-15(b) of the  Securities  Exchange  Act of 1934),  our Chairman of the
Board of Directors and Chief Executive Officer, Frank T. MacInnis, and our Chief
Financial  Officer,  Mark A. Pompa, have concluded that our 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
Securities  Exchange Act of 1934) during the fiscal  quarter ended June 30, 2007
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.

Our subsidiary, Forest Electric Corp. ("Forest"), was named as a co-defendant in
two civil  anti-trust  actions,  as most  recently  described  in Item 3.  Legal
Proceedings  of our Form 10-K for the year ended  December 31, 2006.  Forest has
denied any  allegations of wrongdoing in those actions.  We concluded,  however,
that it is in our  best  interests  to  settle  these  matters  without  further
litigation and without incurring additional legal costs or legal fees by payment
of an  amount  in July  2007  which we  believe  may be less  than the  costs of
continuing to litigate the matters.  The recording of the settlement  amount did
not have a material impact on our financial condition or results of operations.

<PAGE>
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

(a)  The annual meeting of stockholders of EMCOR (the "Annual Meeting") was held
     on June 20, 2007.

(b)  The Board of Directors of EMCOR consists of seven  individuals each of whom
     was nominated at the Annual Meeting for  re-election as a director of EMCOR
     for the ensuing year. Each director was re-elected.

(c)  Set forth  below  are the  names of each  director  elected  at the  Annual
     Meeting,  the number of shares voted for his  re-election and the number of
     votes withheld from his re-election. There were no broker non-votes.

Name                              Votes For                Votes Withheld
- ----------------------     ----------------------     ----------------------

Stephen W. Bershad                     27,683,367                  2,062,160
David A. B. Brown                      27,045,785                  2,699,742
Larry J. Bump                          28,364,598                  1,380,929
Albert Fried, Jr.                      27,649,710                  2,095,817
Richard F. Hamm, Jr.                   28,420,264                  1,325,263
Frank T. MacInnis                      27,634,805                  2,110,722
Michael T. Yonker                      28,326,511                  1,419,016

In  addition,  at the Annual  Meeting,  stockholders  voted  upon a proposal  to
approve adoption by the Board of Directors of the 2007 Incentive Plan, described
in the proxy statement for the Annual Meeting.  24,266,353 shares voted in favor
of approval,  2,436,678 voted against  approval,  and 1,340,238 shares abstained
from voting thereon. There were no broker non-votes.

At the Annual Meeting, the stockholders also voted upon a proposal to ratify the
appointment by the Audit  Committee of the Company's Board of Directors of Ernst
& Young LLP,  independent  auditors,  as EMCOR's independent  auditors for 2007;
28,707,154  shares voted in favor of  ratification,  22,799 shares voted against
ratification and 1,015,574  shares abstained from voting thereon.  There were no
broker non-votes.
<PAGE>
ITEM 6.  EXHIBITS.
<TABLE>
<CAPTION>
Exhibit                                                                     Incorporated By Reference to or
   No.         Description                                                             Page Number
- -----------    --------------------------------------------------------     -------------------------------------------

<S>            <C>                                                          <C>
2(a)           Purchase Agreement dated as of February 11, 2002 by          Exhibit 2.1 to EMCOR's Report on Form
               and among Comfort Systems USA, Inc. and EMCOR-CSI            8-K dated February 14, 2002
               Holding Co.

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

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

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

3(a-4)         Amendment dated January 27, 2006 to the Restated             Exhibit 3(a-4) to EMCOR's Annual Report on
               Certificate of Incorporation                                 Form 10-K for the year ended December 31,
                                                                            2005 ( "2005 Form 10-K")

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 ("1998 Form 10-K")

4(a)           U.S. $375,000,000 Credit Agreement dated October 14,         Exhibit 4 to EMCOR's Report on Form 8-K
               2005 by and among EMCOR Group, Inc. and certain of its       (Date of Report October 17, 2005)
               subsidiaries and Harris N.A. individually and as Agent
               for the Lenders which are or became parties thereto
               (the "Credit Agreement")

4(b)           Assignment and Acceptance dated October 14, 2005             Exhibit 4(b) to 2005 Form 10-K
               between Harris Nesbitt Financing, Inc. ("HNF") as
               assignor, and Bank of Montreal, as assignee of 100%
               interest of HNF in the Credit Agreement to Bank of
               Montreal

4(c)           Commitment Amount Increase Request dated November 21,        Exhibit 4(c) to 2005 Form 10-K
               2005 between EMCOR and the Northern Trust Company
               effective November 29, 2005 pursuant to Section 1.10
               of the Credit Agreement

4(d)           Commitment Amount Increase Request dated November 21,        Exhibit 4(d) to 2005 Form 10-K
               2005 between EMCOR and Bank of Montreal effective
               November 29, 2005 pursuant to Section 1.10 of the
               Credit Agreement

4(e)           Commitment Amount Increase Request dated November 21,        Exhibit 4(e) to 2005 Form 10-K
               2005 between EMCOR and National City Bank of Indiana
               effective November 29, 2005 pursuant to Section 1.10
               of the Credit Agreement

4(f)           Assignment and Acceptance dated November 29, 2005            Exhibit 4(f) to 2005 Form 10-K
               between Bank of Montreal, as assignor, and Fifth Third
               Bank, as assignee, of 30% interest of Bank of Montreal
               in the Credit Agreement to Fifth Third Bank

4(g)           Assignment and Acceptance dated November 29, 2005            Exhibit 4(g) to 2005 Form 10-K
               between Bank of Montreal, as assignor, and Northern
               Trust Company, as assignee, of 20% interest of Bank of
               Montreal in the Credit Agreement to Bank of Montreal
</TABLE>
<PAGE>
ITEM 6.  EXHIBITS. - (continued)
<TABLE>
<CAPTION>
Exhibit                                                                     Incorporated By Reference to or
   No.         Description                                                             Page Number
- -----------    --------------------------------------------------------     --------------------------------------

<S>            <C>                                                          <C>
10(a)          Severance Agreement between EMCOR and Frank T. MacInnis      Exhibit 10.2 to EMCOR's Report on
                                                                            Form 8-K (Date of Report April 25,
                                                                            2005)  ("April 2005 Form 8-K")

10(b)          Form of Severance Agreement ("Severance Agreement")          Exhibit 10.1 to the April 2005 Form
               between EMCOR and each of Sheldon I. Cammaker, R.            8-K
               Kevin Matz and Mark A. Pompa

10(c)          Form of Amendment to Severance Agreement between EMCOR       Exhibit 10(c) to EMCOR's Quarterly
               and each of Frank T. MacInnis, Sheldon I. Cammaker,          Report on Form 10-Q for the quarter
               Mark A. Pompa and R. Kevin Matz                              ended March 31, 2007 ("March 2007
                                                                            Form 10-Q")

10(d)          Letter Agreement dated October 12, 2004 between Anthony      Exhibit 10.1 to EMCOR's Report on
               Guzzi and EMCOR (the "Guzzi Letter Agreement")               Form 8-K (Date of Report October 12,
                                                                            2004)

10(e)          Form of Confidentiality Agreement                            Exhibit C to Guzzi Letter Agreement

10(f)          Form of Indemnification Agreement between EMCOR and          Exhibit F to Guzzi Letter Agreement
               each of its officers and directors

10(g-1)        Severance Agreement ("Guzzi Severance Agreement") dated      Exhibit D to the Guzzi Letter Agreement
               October 25, 2005 between Anthony Guzzi and EMCOR

10(g-2)        Amendment to Guzzi Severance Agreement                       Exhibit 10(g-2) to the March 2007
                                                                            Form 10-Q

10(h-1)        1994 Management Stock Option Plan ("1994 Option Plan")       Exhibit 10(o) to Form 10

10(h-2)        Amendment to Section 12 of the 1994 Option Plan              Exhibit (g-2) to EMCOR's Annual
                                                                            Report on Form 10-K for the year ended
                                                                            December 31, 2001 ("2001 Form 10-K")

10(h-3)        Amendment to Section 13 of the 1994 Option Plan              Exhibit (g-3) to 2001 Form 10-K

10(i-1)        1995 Non-Employee Directors' Non-Qualified Stock             Exhibit 10(p) to 2001 Form 10-K
               Option Plan ("1995 Option Plan")

10(i-2)        Amendment to Section 10 of the 1995 Option Plan              Exhibit (h-2) to 2001 Form 10-K

10(j-1)        1997 Non-Employee Directors' Non-Qualified Stock Option      Exhibit 10(k) to EMCOR's Annual Report on
               Plan ("1997 Option Plan")                                    Form 10-K for the year ended December 31,
                                                                            1999 ("1999 Form 10-K")

10(j-2)        Amendment to Section 9 of the 1997 Option Plan               Exhibit 10(i-2) to 2001 Form 10-K

10(k)          1997 Stock Plan for Directors                                Exhibit 10(l) to 1999 Form 10-K

10(l-1)        Continuity Agreement dated as of June 22, 1998               Exhibit 10(a) to EMCOR's Quarterly
               between Frank T. MacInnis and EMCOR ("MacInnis               Report on Form 10-Q for the quarter
               Continuity Agreement")                                       ended June 30, 1998 ("June 1998 Form
                                                                            10-Q")

10(l-2)        Amendment dated as of May 4, 1999 to MacInnis                Exhibit 10(h) for the quarter ended
               Continuity Agreement                                         June 30, 1999 ("June 1999 Form 10-Q")

10(l-3)        Amendment dated as of March 1, 2007 to MacInnis              Exhibit 10(l-3) to the March 2007
               Continuity Agreement                                         Form 10-Q
</TABLE>
<PAGE>
ITEM 6.  EXHIBITS. - (continued)
<TABLE>
<CAPTION>
Exhibit                                                                     Incorporated By Reference to or
   No.         Description                                                             Page Number
- -----------    -------------------------------------------------------      -----------------------------------------

<S>            <C>                                                          <C>
10(m-1)        Continuity Agreement dated as of June 22, 1998 between       Exhibit 10(c) to the June 1998 Form 10-Q
               Sheldon I. Cammaker and EMCOR ("Cammaker Continuity
               Agreement")

10(m-2)        Amendment dated as of May 4, 1999 to Cammaker                Exhibit 10(i) to the June 1999 Form 10-Q
               Continuity Agreement

10(m-3)        Amendment dated as of March 1, 2007 to Cammaker              Exhibit 10(m-3) to the March 2007 Form
               Continuity Agreement                                         10-Q

10(n-1)        Continuity Agreement dated as of June 22, 1998 between       Exhibit 10(f) to the June 1998 Form 10-Q
               R. Kevin Matz and EMCOR ("Matz Continuity Agreement")

10(n-2)        Amendment dated as of May 4, 1999 to Matz Continuity         Exhibit 10(m) to the June 1999 Form 10-Q
               Agreement

10(n-3)        Amendment dated as of January 1, 2002 to Matz                Exhibit 10(o-3) to Form 10-Q for the
               Continuity Agreement                                         quarter ended March 31, 2002 ("March
                                                                            2002 10-Q")

10(n-4)        Amendment dated as of March 1, 2007 to Matz Continuity       Exhibit 10(n-4) to the March 2007 Form
               Agreement                                                    10-Q

10(o-1)        Continuity Agreement dated as of June 22, 1998 between       Exhibit 10(g) to the June 1998 Form 10-Q
               Mark A. Pompa  and EMCOR ("Pompa Continuity Agreement")

10(o-2)        Amendment dated as of May 4, 1999 to Pompa Continuity        Exhibit 10(n) to the June 1999 Form 10-Q
               Agreement

10(o-3)        Amendment dated as of January 1, 2002 to Pompa               Exhibit 10(p-3) to the March 2002 10-Q
               Continuity Agreement

10(o-4)        Amendment dated as of March 1, 2007 to Pompa                 Exhibit 10(o-4) to the March 2007 Form
               Continuity Agreement                                         10-Q

10(p-1)        Change of Control Agreement dated as of October 25,          Exhibit E to Guzzi Letter Agreement
               2004 between Anthony Guzzi ("Guzzi") and EMCOR ("Guzzi
               Continuity Agreement")

10(p-2)        Amendment dated as of March 1, 2007 to Guzzi                 Exhibit 10(p-2) to the March 2007 Form
               Continuity Agreement                                         10-Q

10(q)          Release and Settlement Agreement dated December 22,          Exhibit 10(q) to 1999 Form 10-K
               1999 between Thomas D. Cunningham and EMCOR

10(r)          Separation Agreement and Mutual release dated April 3,       Exhibit 10.1 to EMCOR's Report on Form
               2006 between Leicle E. Chesser and EMCOR                     8-K (Date of Report April 4, 2006)

10(s-1)        Executive Stock Bonus Plan, as amended (the "Stock           Exhibit 4.1 to EMCOR's Registration
               Bonus Plan")                                                 Statement on Form S-8 (No. 333-112940)
                                                                            filed with the Securities and Exchange
                                                                            Commission on February 18, 2004 (the "2004
                                                                            Form S-8")

10(s-2)        Amendment to Executive Stock Bonus Plan                      Exhibit 10(s-2) to the March 2007 Form
                                                                            10-Q
</TABLE>
<PAGE>
ITEM 6.  EXHIBITS. - (continued)
<TABLE>
<CAPTION>
Exhibit                                                                     Incorporated By Reference to or
   No.          Description                                                            Page Number
- ------------    -------------------------------------------------------     --------------------------------------

<S>            <C>                                                          <C>
10(s-3)         Form of Certificate Representing Restrictive Stock          Exhibit 10.1 to EMCOR's Report on
                Units ("RSU's") issued under the Stock Bonus Plan           Form 8-K (Date of Report March 4,
                Manditorily Awarded                                         2005) ("March 4, 2005 Form 8-K")

10(s-4)         Form of Certificate Representing RSU's issued under         Exhibit 10.2 to March 4, 2005 Form
                the Stock Bonus Plan Voluntarily Awarded                    8-K

10(t)           Incentive Plan for Senior Executive Officers of EMCOR       Exhibit 10.3 to March 4, 2005 Form
                Group, Inc. ("Incentive Plan for Senior Executives")        8-K

10(u)           First Amendment to Incentive Plan for Senior                Exhibit 10(t) to 2005 Form 10-K
                Executives

10(v)           EMCOR Group, Inc. Long-Term Incentive Plan                  Exhibit 10 to Form 8-K (Date of
                                                                            Report December 15, 2005)

10(w-l)         2003 Non-Employee Directors' Stock Option                   Exhibit A to EMCOR's proxy statement
                                                                            ("2003 Proxy Statement") Plan for
                                                                            its annual meeting held June 12, 2003

10(w-2)         First Amendment to 2003 Non-Employee Directors' Stock       Exhibit 10(u-2) to EMCOR's Annual
                Option Plan                                                 Report on  Form 10-K for the year
                                                                            ended December 31, 2006 ("2006 Form
                                                                            10-K")

10(x-1)         2003 Management Stock Incentive Plan                        Exhibit B to EMCOR's 2003 Proxy
                                                                            Statement

10(x-2)         Amendments to 2003 Management Stock Incentive Plan          Exhibit 10(t-2) to EMCOR's Annual
                                                                            Report on Form 10-K for the year
                                                                            ended December 31, 2003 ("2003 Form
                                                                            10-K")

10(x-3)         Second Amendment to 2003 Management Stock Incentive         Exhibit 10(u-3) to 2006 Form 10-K
                Plan

10(y)           Form of Stock Option Agreement evidencing grant of          Exhibit 10.1 to Form 8-K (Date of
                stock options under the 2003 Management Stock               Report January 5, 2005)
                Incentive Plan

10(z)           Key Executive Incentive Bonus Plan                          Exhibit B to EMCOR's Proxy Statement
                                                                            for its annual meeting held June 16,
                                                                            2005 ("2005 Proxy Statement")

10(a)(a)        2005 Management Stock Incentive Plan                        Exhibit C to EMCOR's 2003 Proxy
                                                                            Statement

10(a)(a-1)      First Amendment to 2005 Management Stock Incentive          Exhibit 10(z) to 2006 Form 10-K
                Plan

10(b)(b)        2005 Stock Plan for Directors                               Exhibit C to 2005 Proxy Statement

10(b)(b-1)      First Amendment to 2005 Stock Plan for Directors            Exhibit 10(a)(a-2) to 2006 Form 10-K

10(c)(c)        Option Agreement between EMCOR and Frank T. MacInnis        Exhibit 4.4 to 2004 Form S-8
                dated May 5, 1999

10(d)(d)        Form of EMCOR Option Agreement for Messrs. Frank T.         Exhibit 4.5 to 2004 Form S-8
                MacInnis, Jeffrey M. Levy, Sheldon I. Cammaker,
                Leicle E. Chesser, R. Kevin Matz and Mark A. Pompa
                (collectively the "Executive Officers") for options
                granted January 4, 1999, January 3, 2000 and January
                2, 2001
</TABLE>
<PAGE>
ITEM 6.  EXHIBITS. - (continued)
<TABLE>
<CAPTION>
Exhibit                                                                     Incorporated By Reference to or
   No.          Description                                                            Page Number
- ------------    -------------------------------------------------------     --------------------------------------

<S>            <C>                                                          <C>
10(e)(e)        Form of EMCOR Option Agreement for Executive Officers       Exhibit 4.6 to 2004 Form S-8
                granted December 14, 2001

10(f)(f)        Form of EMCOR Option Agreement for Executive Officers       Exhibit 4.7 to 2004 Form S-8
                granted January 2, 2002, January 2, 2003 and January
                2, 2004

10(g)(g)        Form of EMCOR Option Agreement for Directors granted        Exhibit 4.8 to 2004 Form S-8
                June 19, 2002, October 25, 2002 and February 27, 2003

10(h)(h)        Form of EMCOR Option Agreement for Executive Officers       Exhibit 10(g)(g) to 2005 Form 10-K
                and Guzzi dated January 3, 2005

10(i)(i)        2007 Incentive Plan                                         Exhibit B to EMCOR's Proxy Statement
                                                                            for its annual meeting held June 20,
                                                                            2007

10(j)(j)        Release and Settlement Agreement dated February 25,         Exhibit 10(a)(a) to EMCOR's Annual
                2004 between Jeffrey M. Levy and EMCOR                      Report on Form 10-K for the year
                                                                            ended December 31, 2004 ("2004 Form
                                                                            10-K")


10(k)(k)        Form of letter agreement between EMCOR and each             Exhibit 10(b)(b) to 2004 Form 10-K
                Executive Officer with respect to acceleration of
                options granted January 2, 2003 and January 2, 2004


11              Computation of Basic EPS and Diluted EPS for the            Note C of the Notes to the Condensed
                three and six months ended June 30, 2007 and 2006           Consolidated Financial Statements

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


31.2            Certification Pursuant to Section 302 of the                Page ___
                Sarbanes-Oxley Act of 2002 by the Executive Vice
                President and Chief Financial Officer *



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


32.2            Certification Pursuant to Section 906 of the                Page ___
                Sarbanes-Oxley Act of 2002 by the Executive Vice
                President and Chief Financial Officer **
</TABLE>

- ---------------
*    Filed Herewith
**   Furnished Herewith
<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: July 26, 2007
                                                EMCOR GROUP, INC.
                               -------------------------------------------------
                                                  (Registrant)



                            By:               /s/FRANK T. MACINNIS
                               -------------------------------------------------
                                                Frank T. MacInnis
                                            Chairman of the Board of
                                                  Directors and
                                             Chief Executive Officer
                                          (Principal Executive Officer)


                            By:                  /s/MARK A. POMPA
                               -------------------------------------------------
                                                   Mark A. Pompa
                                            Executive Vice President and
                                               Chief Financial Officer
                                    (Principal Financial and Accounting Officer)







<PAGE>
                                                                    Exhibit 31.1



                                  CERTIFICATION

I, Frank T.  MacInnis,  Chairman of the Board of Directors  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
     a 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; and

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:  July 26, 2007
                                                    /s/FRANK T. MACINNIS
                                            ------------------------------------
                                                      Frank T. MacInnis
                                                   Chairman of the Board of
                                                        Directors and
                                                    Chief Executive Officer


<PAGE>
                                                                    Exhibit 31.2



                                  CERTIFICATION

I, Mark A. Pompa,  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
     a 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; and

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:  July 26, 2007
                                                      /s/MARK A. POMPA
                                            ------------------------------------
                                                        Mark A. Pompa
                                                 Executive Vice President and
                                                   Chief Financial Officer



<PAGE>
                                                                    Exhibit 32.1





                            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  June 30,  2007 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 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:    July 26, 2007                              /s/FRANK T. MACINNIS
                                             -----------------------------------
                                                      Frank T. MacInnis
                                                   Chairman of the Board of
                                                        Directors and
                                                   Chief Executive Officer









<PAGE>
                                                                    Exhibit 32.2





                            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  June 30,  2007 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Mark A.
Pompa,  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 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:    July 26, 2007                              /s/MARK A. POMPA
                                             -----------------------------------
                                                      Mark A. Pompa
                                               Executive Vice President and
                                                 Chief Financial Officer









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