<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>a60810q.txt
<DESCRIPTION>10-Q FOR PERIOD ENDING JUNE 30, 2008
<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, 2008

                                       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 25, 2008: 65,348,090 shares.
<PAGE>






                                EMCOR GROUP, INC.
                                      INDEX


                                                                        Page No.


PART I - Financial Information

Item 1     Financial Statements

           Condensed Consolidated Balance Sheets -
           as of June 30, 2008 and December 31, 2007                           1

           Condensed Consolidated Statements of Operations -
           three months ended June 30, 2008 and 2007                           3

           Condensed Consolidated Statements of Operations -
           six months ended June 30, 2008 and 2007                             4

           Condensed Consolidated Statements of Cash Flows -
           six months ended June 30, 2008 and 2007                             5

           Condensed Consolidated Statements of Stockholders'
           Equity and Comprehensive Income -
           six months ended June 30, 2008 and 2007                             6

           Notes to Condensed Consolidated Financial Statements                7


Item 2     Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                          17

Item 3     Quantitative and Qualitative Disclosures about Market Risk         30

Item 4     Controls and Procedures                                            30

PART II - Other Information

Item 1     Legal Proceedings                                                  31

Item 4     Submission of Matters to a Vote of Security Holders                31

Item 6     Exhibits                                                           33

<PAGE>
PART I. - FINANCIAL INFORMATION.

ITEM 1. FINANCIAL STATEMENTS.

EMCOR Group, Inc. and Subsidiaries

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
--------------------------------------------------------------------------------
                                                     June 30,       December 31,
                                                       2008             2007
                                                   (Unaudited)
--------------------------------------------------------------------------------
                      ASSETS
Current assets:
 Cash and cash equivalents                         $  275,511         $  251,637
 Accounts receivable, net                           1,496,411          1,435,268
 Costs and estimated earnings in excess
   of billings on uncompleted contracts               117,085            144,919
 Inventories                                           56,526             52,247
 Prepaid expenses and other                            56,872             56,935
                                                   ----------         ----------

   Total current assets                             2,002,405          1,941,006

Investments, notes and other long-term
   receivables                                         22,329             22,669

Property, plant and equipment, net                     88,807             83,963

Goodwill                                              569,327            563,918

Identifiable intangible assets, net                   271,315            252,146

Other assets                                           13,189             13,157
                                                   ----------         ----------

   Total assets                                    $2,967,372         $2,876,859
                                                   ==========         ==========



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,
                                                         2008          2007
                                                     (Unaudited)
-------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Borrowings under working capital credit line         $       --     $       --
 Current maturities of long-term debt and capital
   lease obligations                                       3,838          3,791
 Accounts payable                                        509,190        537,314
 Billings in excess of costs and estimated
   earnings on uncompleted contracts                     644,679        572,431
 Accrued payroll and benefits                            203,364        215,554
 Other accrued expenses and liabilities                  200,418        190,349
                                                      ----------     ----------

   Total current liabilities                           1,561,489      1,519,439

Long-term debt and capital lease obligations             197,600        223,453

Other long-term obligations                              245,302        248,926
                                                      ----------     ----------

   Total liabilities                                   2,004,391      1,991,818
                                                      ----------     ----------

Stockholders' equity:
 Preferred stock, $0.01 par value, 1,000,000 shares
   authorized, zero issued and outstanding                    --             --
 Common stock, $0.01 par value, 200,000,000 shares
   authorized, 67,938,506 and 67,821,782 shares
   issued, respectively                                      679            678
 Capital surplus                                         392,882        387,288
 Accumulated other comprehensive loss                    (15,654)       (15,102)
 Retained earnings                                       599,589        526,307
 Treasury stock, at cost 2,597,184 and 2,625,497
   shares, respectively                                  (14,515)       (14,130)
                                                      ----------     ----------

   Total stockholders' equity                            962,981        885,041
                                                      ----------     ----------

Total liabilities and stockholders' equity            $2,967,372     $2,876,859
                                                      ==========     ==========

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,                                2008         2007
-------------------------------------------------------------------------------

Revenues                                               $1,722,972    $1,371,954
Cost of sales                                           1,497,761     1,207,355
                                                       ----------    ----------
Gross profit                                              225,211       164,599
Selling, general and administrative expenses              151,824       123,148
Restructuring expenses                                         57            --
                                                       ----------    ----------
Operating income                                           73,330        41,451
Interest expense                                           (2,638)         (549)
Interest income                                             2,059         3,328
Minority interest                                            (277)         (711)
                                                       ----------    ----------
Income from continuing operations before income taxes      72,474        43,519
Income tax provision                                       28,520        18,168
                                                       ----------    ----------
Income from continuing operations                          43,954        25,351
Income from discontinued operation,
   net of income tax effect                                    --           799
                                                       ----------    ----------
Net income                                             $   43,954    $   26,150
                                                       ==========    ==========

Net income per common share - Basic
   From continuing operations                          $     0.67    $     0.40
   From discontinued operation                                 --          0.01
                                                       ----------    ----------
                                                       $     0.67    $     0.41
                                                       ==========    ==========

Net income per common share - Diluted
   From continuing operations                          $     0.65    $     0.38
   From discontinued operation                                 --          0.01
                                                       ----------    ----------
                                                       $     0.65    $     0.39
                                                       ==========    ==========


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,                                  2008        2007
------------------------------------------------------------------------------

Revenues                                               $3,384,375   $2,658,721
Cost of sales                                           2,969,239    2,365,109
                                                       ----------   ----------
Gross profit                                              415,136      293,612
Selling, general and administrative expenses              292,066      234,715
Restructuring expenses                                         71           93
                                                       ----------   ----------
Operating income                                          122,999       58,804
Interest expense                                           (6,625)      (1,087)
Interest income                                             5,192        6,577
Minority interest                                            (353)      (1,115)
                                                       ----------   ----------
Income from continuing operations before income taxes     121,213       63,179
Income tax provision                                       47,931       26,303
                                                       ----------   ----------
Income from continuing operations                          73,282       36,876
Income from discontinued operation,
   net of income tax effect                                    --        1,266
                                                       ----------   ----------
Net income                                             $   73,282   $   38,142
                                                       ==========   ==========

Net income per common share - Basic
   From continuing operations                          $     1.12   $     0.58
   From discontinued operation                                 --         0.02
                                                       ----------   ----------
                                                       $     1.12   $     0.60
                                                       ==========   ==========

Net income per common share - Diluted
   From continuing operations                          $     1.09   $     0.55
   From discontinued operation                                 --         0.02
                                                       ----------   ----------
                                                       $     1.09   $     0.57
                                                       ==========   ==========


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,                                                          2008          2007
------------------------------------------------------------------------------------------------------

Cash flows from operating activities:
<S>                                                                             <C>           <C>
   Net income                                                                   $ 73,282      $ 38,142
   Depreciation and amortization                                                  12,332         9,324
   Amortization of identifiable intangible assets                                 12,193         2,321
   Minority interest                                                                 353         1,115
   Deferred income taxes                                                         (11,614)          543
   Excess tax benefits from share-based compensation                                (665)       (6,136)
   Equity income from unconsolidated entities                                       (481)       (1,951)
   Other non-cash items                                                            4,149         4,455
   Distributions from unconsolidated entities                                      2,553         3,946
   Changes in operating assets and liabilities                                    18,648        10,534
                                                                                --------      --------
Net cash provided by operating activities                                        110,750        62,293
                                                                                --------      --------

Cash flows from investing activities:
   Payments for acquisitions of businesses, identifiable intangible assets
     and related earn-out agreements                                             (44,123)       (4,001)
   Proceeds from sale of property, plant and equipment                               627         2,384
   Purchase of property, plant and equipment                                     (16,086)       (9,847)
   Investment in and advances to unconsolidated entities and joint ventures       (1,292)       (1,510)
   Net disbursements related to other investments                                   (238)         (116)
                                                                                --------      --------
Net cash used in investing activities                                            (61,112)      (13,090)
                                                                                --------      --------

Cash flows from financing activities:
   Proceeds from working capital credit line                                      58,500            --
   Repayments of working capital credit line                                     (58,500)           --
   Repayments of long-term debt                                                  (26,585)          (28)
   Repayments of capital lease obligations                                          (509)         (463)
   Proceeds from exercise of stock options                                           922         5,773
   Excess tax benefits from share-based compensation                                 665         6,136
                                                                                --------      --------
Net cash (used in) provided by financing activities                              (25,507)       11,418
                                                                                --------      --------
Effect of exchange rate changes on cash and cash equivalents                        (257)        1,979
                                                                                --------      --------
Increase in cash and cash equivalents                                             23,874        62,600
Cash and cash equivalents at beginning of year                                   251,637       273,735
                                                                                --------      --------
Cash and cash equivalents at end of period                                      $275,511      $336,335
                                                                                ========      ========

Supplemental cash flow information:
   Cash paid for:
     Interest                                                                   $  5,586      $    921
     Income taxes                                                               $ 51,948      $ 33,875
   Non-cash financing activities:
     Assets acquired under capital lease obligations                            $    393      $    286
     Contingent purchase price accrued                                          $  3,687      $     --
</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, 2007                        $710,309   $673     $354,905    $(28,189)        $399,804   $(16,884)
 Net income                                       38,142     --           --          --           38,142         --       $38,142
 Foreign currency translation
  adjustments                                      4,518     --           --       4,518               --         --         4,518
 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      3       12,027          --               --      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)
                                                ========   ====     ========    ========         ========   ========

Balance, January 1, 2008                        $885,041   $678     $387,288    $(15,102)        $526,307   $(14,130)
 Net income                                       73,282     --           --          --           73,282         --       $73,282
 Foreign currency translation adjustments         (1,372)    --           --      (1,372)              --         --        (1,372)
 Amortization of unrecognized pension losses,
  net of tax benefit of $0.3 million                 820     --           --         820               --         --           820
                                                                                                                           -------
 Comprehensive income                                                                                                      $72,730
                                                                                                                           =======
 Issuance of treasury stock
  for restricted stock units (2)                      --     --         (108)         --               --        108
 Treasury stock, at cost (3)                        (493)    --           --          --               --       (493)
 Common stock issued under
  stock option plans, net (4)                      2,066      1        2,065          --               --         --
 Share-based compensation expense                  3,637     --        3,637          --               --         --
                                                --------   ----     --------    --------         --------   --------
Balance, June 30, 2008                          $962,981   $679     $392,882    $(15,654)        $599,589   $(14,515)
                                                ========   ====     ========    ========         ========   ========
</TABLE>


(1)  Represents cumulative foreign currency translation  adjustments and pension
     liability adjustments.
(2)  Represents  common stock  transferred  at cost from treasury stock upon the
     issuance of shares in respect of restricted stock units.
(3)  Represents  value of shares of common  stock  returned  to EMCOR to satisfy
     income tax withholding  requirements upon the issuance of shares in respect
     of restricted stock units.
(4)  Includes the tax benefit of stock option exercises of $0.8 million and $7.6
     million for the six months ended June 30, 2008 and 2007, 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 its 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 our opinion,  the accompanying  unaudited  condensed  consolidated  financial
statements  contain  all  adjustments  (consisting  only of a  normal  recurring
nature)  necessary to present  fairly our financial  position and the results of
our  operations.  The results of operations  for the three and six month periods
ended June 30, 2008 are not necessarily indicative of the results to be expected
for the year ending December 31, 2008.

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 2007 period  presented  reflect  discontinued
operations accounting due to the sale of an ownership interest in a consolidated
joint venture in August 2007.

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

NOTE B New Accounting Pronouncements

In September  2006, the Financial  Accounting  Standards  Board ("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 was  effective  for our
financial  statements  beginning with the first quarter of 2008. The adoption of
Statement  157  did  not  affect  our  financial  position  or  the  results  of
operations.  However,  on February 12, 2008, the FASB issued FASB Staff Position
No.  157-2,  "Effective  Date of FASB  Statement  No. 157"  ("FSP")  that amends
Statement  157 to delay the  effective  date for all  non-financial  assets  and
non-financial liabilities, except those that are recognized or disclosed at fair
value in the  financial  statements  on a  recurring  basis  (that  is, at least
annually).  The FSP defers the  effective  date of Statement 157 to fiscal years
beginning  after November 15, 2008. We have not  determined the effect,  if any,
the  adoption  of the FSP will have on our  financial  position  and  results of
operations.  However,  we  believe  we  would  likely  be  required  to  provide
additional  disclosures  in  future  financial  statements  beginning  after the
effective date of the new standard.

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 was effective for our  financial  statements  beginning  with the
first  quarter  of 2008.  We have  elected  not to  account  for any  additional
financial instruments or other items at fair value pursuant to Statement 159.

In December 2007, the FASB issued  Statement No. 141 (revised  2007),  "Business
Combinations" ("Statement 141(R)").  Statement 141(R) changes the accounting for
acquisitions,  specifically eliminating the step acquisition model, changing the
recognition  of  contingent  consideration  from  being  recognized  when  it is
probable  to  recognition   at  the  time  of   acquisition,   disallowing   the
capitalization of transaction costs and changing when restructurings  related to
acquisitions  can be  recognized.  The  standard is  effective  for fiscal years
beginning on or after  December 15, 2008 and will only impact the accounting for
acquisitions that are made after adoption.
<PAGE>
EMCOR Group, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE B New Accounting Pronouncements - (continued)

In December 2007, the FASB issued Statement No. 160,  "Noncontrolling  Interests
in Consolidated  Financial  Statements - an amendment of ARB No. 51" ("Statement
160").  This  statement  is  effective  for fiscal  years  beginning on or after
December 15, 2008, with earlier adoption prohibited. This statement requires the
recognition of a noncontrolling  interest  (minority  interest) as equity in the
consolidated  financial  statements and separate from our equity.  The amount of
net income  attributable  to the  noncontrolling  interest  will be  included in
consolidated  net income on the face of the  income  statement.  It also  amends
certain  of ARB No.  51's  consolidation  procedures  for  consistency  with the
requirements  of  Statement  141(R).   This  statement  also  includes  expanded
disclosure   requirements   regarding  the  interests  of  the  parent  and  its
noncontrolling interest. We have not determined the effect, if any, the adoption
of Statement 160 will have on our financial position and results of operations.

NOTE C Acquisitions of Businesses

On January 3, 2008,  February  29,  2008 and April 1, 2008,  we  acquired  three
companies,  which were not material  individually  or in the  aggregate,  for an
aggregate  purchase  price  of $41.5  million.  One of the  companies  primarily
provides industrial services to refineries in the Southern California market and
another  company  primarily  performs  mobile  mechanical  services  in  central
Florida.  Both of these  companies'  results  have been  included  in our United
States  facilities  services  reporting  segment.  The third  company  is a fire
protection  company  that has been  included  in our  United  States  mechanical
construction and facilities services reporting segment.  Goodwill and intangible
assets  attributable to these companies,  in the aggregate,  were  preliminarily
valued at $10.0 million and $21.3 million, respectively, representing the excess
purchase  price  over the fair  value  amounts  assigned  to their net  tangible
assets.

We believe  these  acquisitions  further  our goal of service  and  geographical
diversification  and expansion of our  facilities  services and fire  protection
businesses.

The purchase prices of these and other acquisitions are subject to finalization
based on certain contingencies provided for in their respective purchase
agreements. These acquisitions were accounted for by the purchase method, and
the purchase prices have been allocated to the assets acquired and liabilities
assumed, based upon the preliminary estimated fair values of the respective
assets and liabilities of the acquired companies at their respective acquisition
dates.

The  following  table  presents  unaudited  pro  forma  results  of  operations,
including  all  companies  acquired  during  2007,  as if the  acquisitions  had
occurred at the beginning of the period. The pro forma results of operations are
not  necessarily  indicative of the results of operations  had the  acquisitions
actually  occurred  at the  beginning  of  fiscal  2007,  nor is it  necessarily
indicative of future operating results (in thousands, except per share data):
<TABLE>
<CAPTION>
                                                                  For the              For the
                                                            three months ended    six months ended
                                                               June 30, 2007        June 30, 2007
                                                            ------------------   ------------------
<S>                                                         <C>                  <C>
Revenues                                                    $        1,487,307   $        2,890,568
Operating income                                            $           56,047   $           90,627
Income from continuing operations                           $           29,318   $           46,431
Net income                                                  $           30,117   $           47,697
Diluted earnings per share from continuing operations       $             0.44   $             0.70
Diluted earnings per share                                  $             0.45   $             0.72
</TABLE>

The above  unaudited  pro forma  results  include  additional  interest  expense
associated  with our $300.0  million  term  loan,  the loss of  interest  income
related to the use of cash for the  acquisitions  and the  amortization  expense
associated  with the  preliminary  value placed on the  identifiable  intangible
assets  related to  companies  acquired  during  2007.  The value we ascribed to
contract  backlog  of FR X  Ohmstede  Acquisition  Co.  ("Ohmstede"),  which  we
acquired in September  2007, is being expensed in a manner  consistent  with its
expected revenue recognition.
<PAGE>
EMCOR Group, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE D Disposition of Assets

Results of operations for the three and six months ended June 30, 2007 presented
in our Condensed  Consolidated  Statements of  Operations  reflect  discontinued
operations accounting.

On August 6, 2007,  we sold our majority  ownership  in a joint  venture with CB
Richard Ellis,  Inc.  ("CBRE") to CBRE for $8.0 million.  This sale followed our
purchase,  for  approximately  $0.5 million,  of certain of the joint  venture's
assets.  As of June 30,  2008,  the entire  sale price of $8.0  million had been
received. The components of the results of discontinued operations for the joint
venture are as follows (in thousands, except per share data):
<TABLE>
<CAPTION>
                                                                  For the              For the
                                                            three months ended    six months ended
                                                               June 30, 2007        June 30, 2007
                                                            ------------------   ------------------
<S>                                                         <C>                  <C>
Revenues                                                    $           34,278   $           65,859
Income from discontinued operation                          $              799   $            1,266
Gain on sale of discontinued operation                      $               --   $               --
Net income from discontinued operation                      $              799   $            1,266
Diluted earnings per share from discontinued operation      $             0.01   $             0.02
</TABLE>

NOTE E 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, 2008 and 2007
as adjusted for the July 9, 2007 2-for-1 stock split (in thousands, except share
and per share data):
<TABLE>
                                                                                               For the
                                                                                          three months ended
                                                                                               June 30,
                                                                                      ---------------------------
                                                                                          2008            2007
                                                                                      -----------     -----------
<S>                                                                                   <C>             <C>
Numerator:
Income before discontinued operation                                                  $    43,954     $    25,351
Income from discontinued operation                                                             --             799
                                                                                      -----------     -----------
Net income available to common stockholders                                           $    43,954     $    26,150
                                                                                      ===========     ===========

Denominator:
Weighted average shares outstanding used to compute basic earnings per share           65,322,768      64,195,339
Effect of diluted securities - Share-based awards                                       1,978,349       2,459,335
                                                                                      -----------     -----------

Shares used to compute diluted earnings per share                                      67,301,117      66,654,674
                                                                                      ===========     ===========

Basic earnings per share:
   Continuing operations                                                              $      0.67     $      0.40
   Discontinued operation                                                                      --            0.01
                                                                                      -----------     -----------
   Total                                                                              $      0.67     $      0.41
                                                                                      ===========     ===========

Diluted earnings per share:
   Continuing operations                                                              $      0.65     $      0.38
   Discontinued operation                                                                      --            0.01
                                                                                      -----------     -----------
   Total                                                                              $      0.65     $      0.39
                                                                                      ===========     ===========
</TABLE>
<PAGE>
EMCOR Group, Inc. and Subsidiaries
<TABLE>
<CAPTION>
Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE E Earnings Per Share - (continued)

                                                                                               For the
                                                                                           six months ended
                                                                                               June 30,
                                                                                      ---------------------------
                                                                                          2008            2007
                                                                                      -----------     -----------
Numerator:
<S>                                                                                   <C>             <C>
Income before discontinued operation                                                  $    73,282     $    36,876
Income from discontinued operation                                                             --           1,266
                                                                                      -----------     -----------
Net income available to common stockholders                                           $    73,282     $    38,142
                                                                                      ===========     ===========

Denominator:
Weighted average shares outstanding used to compute basic earnings per share           65,294,160      64,013,213
Effect of diluted securities - Share-based awards                                       1,842,950       2,456,941
                                                                                      -----------     -----------
Shares used to compute diluted earnings per share                                      67,137,110      66,470,154
                                                                                      ===========     ===========

Basic earnings per share:
   Continuing operations                                                              $      1.12     $      0.58
   Discontinued operation                                                                      --            0.02
                                                                                      -----------     -----------
   Total                                                                              $      1.12     $      0.60
                                                                                      ===========     ===========

Diluted earnings per share:
   Continuing operations                                                              $      1.09     $      0.55
   Discontinued operation                                                                      --            0.02
                                                                                      -----------     -----------
   Total                                                                              $      1.09     $      0.57
                                                                                      ===========     ===========
</TABLE>



There were 145,624 and 295,624  anti-dilutive  stock  options that were excluded
from the  calculation  of diluted EPS for the three and six month  periods ended
June 30, 2008, respectively. There were 120,000 stock options that were excluded
from the  calculation  of diluted EPS for the three and six month  periods ended
June 30, 2007.
<PAGE>
EMCOR Group, Inc. and Subsidiaries
<TABLE>
<CAPTION>
Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE F Inventories

Inventories consist of the following amounts (in thousands):

                                                    June 30,      December 31,
                                                      2008            2007
                                                  ------------    ------------
<S>                                               <C>             <C>
Raw materials and construction materials          $     26,790    $     21,116
Work in process                                         31,236          32,515
Reserve for obsolescence                                (1,500)         (1,384)
                                                  ------------    ------------
                                                  $     56,526    $     52,247
                                                  ============    ============
</TABLE>

<TABLE>
<CAPTION>
NOTE G Long-Term Debt

Long-term  debt  in  the  accompanying  Condensed  Consolidated  Balance  Sheets
consisted of the following amounts (in thousands):

                                                    June 30,      December 31,
                                                      2008            2007
                                                  ------------    ------------
<S>                                               <C>             <C>
Term Loan                                         $    199,250    $    225,000
Capitalized lease obligations                            2,129           2,151
Other                                                       59              93
                                                  ------------    ------------
                                                       201,438         227,244
Less: current maturities                                 3,838           3,791
                                                  ------------    ------------
                                                  $    197,600    $    223,453
                                                  ============    ============
</TABLE>


On September  19, 2007,  we entered  into an  agreement  providing  for a $300.0
million term loan ("Term Loan").  The proceeds were used to pay a portion of the
consideration  for the  acquisition of Ohmstede and costs and expenses  incident
thereto.  The Term Loan contains  covenants,  representations and warranties and
events  of  default.  The Term  Loan  covenants  require,  among  other  things,
maintenance of certain  financial ratios and contain certain  restrictions  with
respect  to  payment  of  dividends,  common  stock  repurchases,   investments,
acquisitions,  indebtedness  and capital  expenditures.  We are required to make
principal  payments on the Term Loan in  installments  on the last day of March,
June,  September and December of each year,  commencing March 2008 in the amount
of $0.75  million,  together  with  interest on the then  outstanding  principal
amount. A final payment comprised of all remaining principal and interest is due
on October 17, 2010. The Term Loan is secured by substantially all of our assets
and   substantially  all  of  the  assets  of  substantially  all  of  our  U.S.
subsidiaries.  The Term Loan bears interest at (1) the prime commercial  lending
rate  announced  by Bank of Montreal  from time to time (5.00% at June 30, 2008)
plus 0.0% to 0.5%  based on certain  financial  tests or (2) U.S.  dollar  LIBOR
(2.46% at June 30,  2008) plus 1.0% to 2.25% based on certain  financial  tests.
The  interest  rate in effect at June 30, 2008 was 3.46%.  Since  September  19,
2007, we have made prepayments of $99.25 million, and mandatory payments of $1.5
million,  to reduce the balance of the Term Loan to $199.25  million at June 30,
2008.

We capitalized approximately $4.0 million of debt issuance costs associated with
the Term Loan.  This amount is being  amortized over the life of the loan and is
included as part of interest expense. On March 31, 2008, we made a prepayment of
principal under the Term Loan of $24.25 million, which resulted in our recording
as interest expense accelerated amortization expense related to capitalized debt
issuance costs of $0.3 million for the six months ended June 30, 2008.
<PAGE>
EMCOR Group, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE H Income Taxes

For the three  months  ended June 30, 2008 and 2007,  our income tax  provisions
were $28.5 million and $18.2 million,  respectively,  based on effective  income
tax rates of 39% and 42%,  respectively.  For the six months ended June 30, 2008
and 2007,  our  income tax  provisions  were $47.9  million  and $26.3  million,
respectively, based on effective income tax rates of 40% and 42%, respectively.

As of June 30, 2008 and December 31, 2007, the total liability for  unrecognized
income tax benefits was $9.7 million and $8.8  million,  respectively  (of which
$5.5  million  and  $5.2  million  at June  30,  2008  and  December  31,  2007,
respectively,   would  favorably  affect  our  effective  income  tax  rate,  if
recognized).   The  increase  in  the   unrecognized   income  tax  benefit  was
attributable to uncertain intercompany transfer pricing items.

We recognized  interest expense related to liabilities for  unrecognized  income
tax benefits in the income tax  provision.  As of June 30, 2008 and December 31,
2007,  we had  approximately  $3.5 million and $3.2  million,  respectively,  of
accrued  interest  related to  unrecognized  income tax  benefits  included as a
liability on the Condensed  Consolidated  Balance Sheets, of which approximately
$0.2  million  and $0.3  million was  recorded  during each of the three and six
months ended June 30, 2008.

It is possible  that  approximately  $3.4  million of income tax  liability  for
unrecognized  income  tax  benefits  at June  30,  2008,  related  primarily  to
uncertain  intercompany  transfer pricing items, will become a recognized income
tax  benefit in the next  twelve  months  due to the  expiration  of  applicable
statutes of limitations.

The tax years 2004 to 2007 remain open to  examination  by United  States taxing
jurisdictions,  and the tax years 2000 to 2007  remain  open to  examination  by
foreign taxing jurisdictions.

NOTE I Common Stock

On September 18, 2007,  our  stockholders  approved an amendment to our Restated
Certificate of Incorporation  authorizing an increase in the number of shares of
our common stock from 80.0 million  shares to 200.0 million  shares.  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 stockholders of record
on June 20, 2007.  As of June 30, 2008 and December  31,  2007,  65,341,322  and
65,196,285 shares of our common stock were outstanding, respectively.

For the three months ended June 30, 2008 and 2007,  65,628 and 635,944 shares of
common stock,  respectively,  were issued upon the exercise of stock options and
upon the  satisfaction of required  conditions  under certain of our share-based
compensation plans. For the six months ended June 30, 2008 and 2007, 165,612 and
779,256 shares of common stock,  respectively,  were issued upon the exercise of
stock options, upon the satisfaction of required conditions under certain of our
share-based compensation plans and upon the grants of shares of common stock.

On June 18,  2008,  our  stockholders  approved  the  adoption  by our  Board of
Directors of an Employee Stock Purchase Plan (the "Stock Purchase Plan"),  which
will become  effective on October 1, 2008. Under the terms of the Stock Purchase
Plan,  the maximum number of shares of our common stock that may be purchased is
3,000,000 shares. Generally, our employees and non-union employees of our United
States and Canadian  subsidiaries  will be eligible to  participate in the Stock
Purchase Plan. Employees covered by collective  bargaining  agreements generally
will not be eligible to participate.

NOTE J Retirement Plans

Our United Kingdom  subsidiary has a defined  benefit  pension plan covering all
eligible employees (the "UK Plan");  however,  no individual joining the company
after October 31, 2001 may participate in the plan.
<PAGE>
EMCOR Group, Inc. and Subsidiaries
<TABLE>
<CAPTION>
Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE J Retirement Plans - (continued)

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, 2008 and 2007 were as follows (in thousands):

                                                          For the three months ended June 30,    For the six months ended June 30,
                                                          -----------------------------------    ---------------------------------
                                                                2008                2007               2008              2007
                                                              -------             -------            -------           -------
<S>                                                           <C>                 <C>                <C>               <C>
Service cost                                                  $ 1,160             $ 1,644            $ 2,323           $ 3,262
Interest cost                                                   3,801               3,413              7,612             6,772
Expected return on plan assets                                 (3,807)             (3,427)            (7,624)           (6,800)
Amortization of prior service cost and actuarial loss              --                  --                 --                --
Amortization of unrecognized loss                                 546                 681              1,094             1,351
                                                              -------             -------            -------           -------
Net periodic pension benefit cost                             $ 1,700             $ 2,311            $ 3,405           $ 4,585
                                                              =======             =======            =======           =======
</TABLE>

Employer Contributions

For  the  six  months  ended  June  30,  2008,  our  United  Kingdom  subsidiary
contributed  $5.6 million to its defined  benefit  pension plan. It  anticipates
contributing an additional $5.3 million during the remainder of 2008.

NOTE K 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;
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  and central plan heating and cooling);  (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
(industrial  maintenance  and services;  commercial  and  government  site-based
operations and maintenance;  military base operations  support services;  mobile
maintenance and 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 generally  related to
customers'  construction  programs,  as well as industrial services  operations,
which primarily provide aftermarket maintenance and repair services, replacement
parts  and  fabrication  services  for  highly  engineered  shell  and tube heat
exchangers for the refinery and  petrochemical  industries.  The Canada,  United
Kingdom  and  Other  international  segments  perform  electrical  construction,
mechanical  construction  and  facilities  services.  Our  "Other  international
construction and facilities  services" segment,  currently operating only in the
Middle East,  represents our operations outside of the United States, Canada and
the United Kingdom.  The following tables present information about our segments
and  geographic  areas for the three and six months ended June 30, 2008 and 2007
(in thousands):
<PAGE>
EMCOR Group, Inc. and Subsidiaries
<TABLE>
<CAPTION>
Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE K Segment Information - (continued)

                                                                                For the three months ended June 30,
                                                                                -----------------------------------
                                                                                   2008                     2007
                                                                                ----------               ----------
Revenues from unrelated entities:
<S>                                                                             <C>                      <C>
   United States electrical construction and facilities services                $  429,915               $  342,431
   United States mechanical construction and facilities services                   626,725                  561,583
   United States facilities services                                               403,218                  224,976
                                                                                ----------               ----------
   Total United States operations                                                1,459,858                1,128,990
   Canada construction and facilities services                                      96,496                   74,126
   United Kingdom construction and facilities services                             166,618                  168,838
   Other international construction and facilities services                             --                       --
                                                                                ----------               ----------
   Total worldwide operations                                                   $1,722,972               $1,371,954
                                                                                ==========               ==========
</TABLE>
<TABLE>
<CAPTION>

                                                                                For the three months ended June 30,
                                                                                -----------------------------------
                                                                                   2008                     2007
                                                                                ----------               ----------
Total revenues:
<S>                                                                             <C>                      <C>
   United States electrical construction and facilities services                $  430,906               $  343,825
   United States mechanical construction and facilities services                   633,818                  562,556
   United States facilities services                                               405,535                  225,806
   Less intersegment revenues                                                      (10,401)                  (3,197)
                                                                                ----------               ----------
   Total United States operations                                                1,459,858                1,128,990
   Canada construction and facilities services                                      96,496                   74,126
   United Kingdom construction and facilities services                             166,618                  168,838
   Other international construction and facilities services                             --                       --
                                                                                ----------               ----------
   Total worldwide operations                                                   $1,722,972               $1,371,954
                                                                                ==========               ==========
</TABLE>
<TABLE>
<CAPTION>

                                                                                 For the six months ended June 30,
                                                                                -----------------------------------
                                                                                   2008                     2007
                                                                                ----------               ----------
Revenues from unrelated entities:
<S>                                                                             <C>                      <C>
   United States electrical construction and facilities services                $  831,193               $  657,403
   United States mechanical construction and facilities services                 1,228,899                1,080,347
   United States facilities services                                               756,662                  441,284
                                                                                ----------               ----------
   Total United States operations                                                2,816,754                2,179,034
   Canada construction and facilities services                                     202,200                  133,451
   United Kingdom construction and facilities services                             365,421                  346,236
   Other international construction and facilities services                             --                       --
                                                                                ----------               ----------
   Total worldwide operations                                                   $3,384,375               $2,658,721
                                                                                ==========               ==========
</TABLE>
<TABLE>
<CAPTION>

                                                                                 For the six months ended June 30,
                                                                                -----------------------------------
                                                                                   2008                     2007
                                                                                ----------               ----------
Total revenues:
<S>                                                                             <C>                      <C>
   United States electrical construction and facilities services                $  833,183               $  661,025
   United States mechanical construction and facilities services                 1,240,278                1,082,062
   United States facilities services                                               760,692                  443,178
   Less intersegment revenues                                                      (17,399)                  (7,231)
                                                                                ----------               ----------
   Total United States operations                                                2,816,754                2,179,034
   Canada construction and facilities services                                     202,200                  133,451
   United Kingdom construction and facilities services                             365,421                  346,236
   Other international construction and facilities services                             --                       --
                                                                                ----------               ----------
   Total worldwide operations                                                   $3,384,375               $2,658,721
                                                                                ==========               ==========
</TABLE>
<PAGE>
EMCOR Group, Inc. and Subsidiaries
<TABLE>
<CAPTION>
Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE K Segment Information - (continued)

                                                                                For the three months ended June 30,
                                                                                -----------------------------------
                                                                                   2008                     2007
                                                                                ----------               ----------
Operating income (loss):
<S>                                                                             <C>                      <C>
   United States electrical construction and facilities services                $   24,869               $   21,179
   United States mechanical construction and facilities services                    25,298                   28,475
   United States facilities services                                                35,080                    9,860
                                                                                ----------               ----------
   Total United States operations                                                   85,247                   59,514
   Canada construction and facilities services                                       3,155                      807
   United Kingdom construction and facilities services                               3,913                   (2,178)
   Other international construction and facilities services                             --                     (162)
   Corporate administration                                                        (18,928)                 (16,530)
   Restructuring expenses                                                              (57)                      --
                                                                                ----------               ----------
   Total worldwide operations                                                       73,330                   41,451

Other corporate items:
   Interest expense                                                                 (2,638)                    (549)
   Interest income                                                                   2,059                    3,328
   Minority interest                                                                  (277)                    (711)
                                                                                ----------               ----------
   Income from continuing operations before income taxes                        $   72,474               $   43,519
                                                                                ==========               ==========
</TABLE>
<TABLE>
<CAPTION>

                                                                                 For the six months ended June 30,
                                                                                -----------------------------------
                                                                                   2008                     2007
                                                                                ----------               ----------
Operating income (loss):
<S>                                                                             <C>                      <C>
   United States electrical construction and facilities services                $   42,085               $   32,105
   United States mechanical construction and facilities services                    42,942                   41,827
   United States facilities services                                                60,621                   17,494
                                                                                ----------               ----------
   Total United States operations                                                  145,648                   91,426
   Canada construction and facilities services                                       5,615                     (392)
   United Kingdom construction and facilities services                               6,038                   (1,751)
   Other international construction and facilities services                           (596)                    (278)
   Corporate administration                                                        (33,635)                 (30,108)
   Restructuring expenses                                                              (71)                     (93)
                                                                                ----------               ----------
   Total worldwide operations                                                      122,999                   58,804

Other corporate items:
   Interest expense                                                                 (6,625)                  (1,087)
   Interest income                                                                   5,192                    6,577
   Minority interest                                                                  (353)                  (1,115)
                                                                                ----------               ----------
   Income from continuing operations before income taxes                        $  121,213               $   63,179
                                                                                ==========               ==========
</TABLE>

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

NOTE K Segment Information - (continued)

                                                                                 June 30,                December 31,
                                                                                   2008                      2007
                                                                                ----------               -----------
Total assets:
<S>                                                                             <C>                      <C>
   United States electrical construction and facilities services                $  426,422               $  400,403
   United States mechanical construction and facilities services                   830,539                  842,306
   United States facilities services                                             1,069,876                1,001,617
                                                                                ----------               ----------
   Total United States operations                                                2,326,837                2,244,326
   Canada construction and facilities services                                     143,182                  146,320
   United Kingdom construction and facilities services                             269,795                  268,336
   Other international construction and facilities services                             --                      246
   Corporate administration                                                        227,558                  217,631
                                                                                ----------               ----------
   Total worldwide operations                                                   $2,967,372               $2,876,859
                                                                                ==========               ==========
</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 L Legal Proceedings

See Part II - Other Information, Item 1. Legal Proceedings.
<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 Middle East, we carry on business
through a joint venture.

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, 2008 and 2007 (in thousands, except percentages and per share data):
<TABLE>
<CAPTION>

                                                      For the three months ended June 30,
                                                      -----------------------------------
                                                         2008                     2007
                                                      ----------               ----------
<S>                                                   <C>                      <C>
Revenues                                              $1,722,972               $1,371,954
  Revenues increase from prior year                         25.6%                    15.1%
Operating income                                      $   73,330               $   41,451
  Operating income as a percentage of revenues               4.3%                     3.0%
Net income                                            $   43,954               $   26,150
Diluted earnings per share from continuing operations $     0.65               $     0.38
Cash flows provided by operating activities           $  110,750               $   62,293
</TABLE>

The  results of our  operations  for the second  quarter of 2008 set new Company
records for a second quarter in terms of revenues,  operating income,  operating
margin  (operating  income as a percentage of revenues),  net income and diluted
earnings per share. These increases were generally attributable to (a) companies
acquired  during the last 12 months,  (b) increased  revenues from, and improved
performance  of,  United States  construction  projects in the  hospitality  and
industrial  markets,  (c)  improved  results of our  Canada  and United  Kingdom
construction   and   facilities   services   segments,   (d)  continued   profit
contributions  attributable  to other  construction  projects and (e)  increased
revenues  from,  and  improved  performance  by,  our United  States  facilities
services  operations  (excluding  companies acquired during the last 12 months).
The  results  of our  Canada  and United  Kingdom  construction  and  facilities
services  segments improved for the 2008 second quarter compared to the year ago
quarter due to (a) several automotive,  healthcare and power generation projects
in Canada and (b) the  completion of rail projects in the United Kingdom in 2007
in  connection  with  which we had  incurred  losses in 2007.  During the second
quarter of 2008,  companies  we acquired  during the last 12 months  contributed
$186.2 million to revenues and $24.9 million to operating income (including $4.7
million of amortization expense  attributable to identifiable  intangible assets
recorded to cost of sales and  selling,  general and  administrative  expenses).
Companies acquired during the last 12 months, which primarily perform industrial
facilities  services and mobile mechanical  services and are reported within the
United States facilities services segment,  contributed $156.5 million and $22.6
million to the increases in revenues and  operating  income,  respectively.  The
balance of the  increases  in revenues  and  operating  income  attributable  to
companies  acquired  during  the last 12 months are  reported  within the United
States mechanical construction and facilities services segment.

In connection with a project (the "Project") for the construction in Virginia of
a  wastewater  treatment  facility  for  the  Upper  Occoquan  Sewage  Authority
("UOSA"),  in which our subsidiary Poole and Kent Corporation  participated as a
co-venturer with an unrelated party (the "Joint Venture"),  the Joint Venture in
2000  commenced a civil  action (the "UOSA  Action")  in the  Fairfax,  Virginia
Circuit  Court  against  UOSA  alleging  material  breaches of the  construction
contract for the Project.

During the second quarter of 2008,  certain related claims asserted by the Joint
Venture  against UOSA, and a claim by UOSA against the Joint Venture for certain
legal fees, were the subject of a trial. Following a jury verdict in that trial,
we recorded a $7.9 million  expense due to (a) the  unsuccessful  collection  of
project costs  incurred by Poole and Kent  Corporation  in connection  with work
performed on behalf of the Joint Venture in connection  with the Project and (b)
an award to UOSA for  certain of its legal fees.  Substantially  all of the $7.9
million expense represents a non-cash charge.  Further information regarding the
UOSA  Action  is  included  in  Part  II -  Other  Information,  Item  1.  Legal
Proceedings.
<PAGE>
We  completed  three  acquisitions  during  the first six  months of 2008 for an
aggregate  purchase  price  of $41.5  million.  One of the  companies  primarily
provides industrial services to refineries in the Southern California market and
another  company  primarily  performs  mobile  mechanical  services  in  central
Florida.  Both of these  companies'  results  have been  included  in our United
States  facilities  services  reporting  segment.  The third  company  is a fire
protection  company  that has been  included  in our  United  States  mechanical
construction  and facilities  services  reporting  segment.  These  acquisitions
expand our service and geographical offering capabilities.  The acquisitions are
not material, individually or in the aggregate, to our results of operations for
the periods presented.

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;
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  and central plan heating and cooling);  (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
(industrial  maintenance  and services;  commercial  and  government  site-based
operations and maintenance;  military base operations  support services;  mobile
maintenance and 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 generally  related to
customers'  construction  programs,  as well as industrial services  operations,
which primarily provide aftermarket maintenance and repair services, replacement
parts  and  fabrication  services  for  highly  engineered  shell  and tube heat
exchangers for the refinery and  petrochemical  industries.  The Canada,  United
Kingdom  and  Other  international  segments  perform  electrical  construction,
mechanical  construction  and  facilities  services.  Our  "Other  international
construction and facilities  services" segment,  currently operating only in the
Middle East,  represents our operations outside of the United States, Canada and
the United Kingdom.

Results of Operations

Our reportable segments reflect discontinued operations accounting for the three
and six months ended June 30, 2007.
<PAGE>
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
                                                                            2008         Total         2007        Total
                                                                         ----------      -----      ----------     -----
Revenues:
<S>                                                                      <C>              <C>       <C>             <C>
   United States electrical construction and facilities services         $  429,915       25%       $  342,431      25%
   United States mechanical construction and facilities services            626,725       36%          561,583      41%
   United States facilities services                                        403,218       23%          224,976      16%
                                                                         ----------                 ----------
   Total United States operations                                         1,459,858       85%        1,128,990      82%
   Canada construction and facilities services                               96,496        6%           74,126       5%
   United Kingdom construction and facilities services                      166,618       10%          168,838      12%
   Other international construction and facilities services                      --       --                --      --
                                                                         ----------                 ----------
   Total worldwide operations                                            $1,722,972      100%       $1,371,954     100%
                                                                         ==========                 ==========
</TABLE>
<TABLE>
<CAPTION>

                                                                                For the six months ended June 30,
                                                                         -----------------------------------------------
                                                                                         % of                      % of
                                                                            2008         Total         2007        Total
                                                                         ----------      -----      ----------     -----
Revenues:
<S>                                                                      <C>              <C>       <C>             <C>
   United States electrical construction and facilities services         $  831,193       25%       $  657,403      25%
   United States mechanical construction and facilities services          1,228,899       36%        1,080,347      41%
   United States facilities services                                        756,662       22%          441,284      17%
                                                                         ----------                 ----------
   Total United States operations                                         2,816,754       83%        2,179,034      82%
   Canada construction and facilities services                              202,200        6%          133,451       5%
   United Kingdom construction and facilities services                      365,421       11%          346,236      13%
   Other international construction and facilities services                      --       --                --      --
                                                                         ----------                 ----------
   Total worldwide operations                                            $3,384,375      100%       $2,658,721     100%
                                                                         ==========                 ==========
</TABLE>


As described below in more detail,  our revenues for the three months ended June
30, 2008 increased to $1.7 billion  compared to $1.4 billion of revenues for the
three months ended June 30, 2007, and our revenues for the six months ended June
30, 2008  increased to $3.4 billion  compared to $2.7 billion for the six months
ended June 30, 2007. The increase in 2008 revenues compared to 2007 revenues was
generally  attributable  to  companies  acquired  during  the  last  12  months,
increased  construction  work  in the  United  States  for the  hospitality  and
industrial markets,  and increased work by our United States facilities services
operations,  primarily by those companies performing mobile mechanical services.
The  revenues  of our Canada  and United  Kingdom  construction  and  facilities
services segments also increased for the six months ended June 30, 2008 compared
to the same period in 2007.

Our backlog at June 30,  2008 was $4.67  billion  compared  to $4.26  billion of
backlog at June 30,  2007.  Our backlog was $4.49  billion at December 31, 2007.
The increases in backlog were  primarily due to increased  awards of industrial,
transportation and water/wastewater construction projects, partially offset by a
decrease in the  backlog of  hospitality  contracts  awarded to us in 2007 as we
perform work on these  hospitality  contracts.  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,  2008  increased  $87.5  million
compared to the three months  ended June 30, 2007.  Revenues of this segment for
the six months ended June 30, 2008 increased  $173.8 million compared to the six
months ended June 30, 2007. The revenues  increases were primarily  attributable
to an  increase  in  awards to us of  industrial  and  hospitality  construction
contracts.
<PAGE>
Revenues of our United States  mechanical  construction and facilities  services
segment  for the three  months  ended  June 30,  2008  increased  $65.1  million
compared to the three months  ended June 30, 2007.  Revenues of this segment for
the six months ended June 30, 2008 increased  $148.6 million compared to the six
months ended June 30, 2007. The revenues  increases were primarily  attributable
to an  increase  in  awards to us of  hospitality  and  industrial  construction
contracts.  Companies  acquired  during  the last 12  months  contributed  $29.7
million and $63.2  million,  respectively,  to the  increase in revenues for the
three and six months ended June 30, 2008.

Our United States facilities  services revenues increased $178.2 million for the
three  months  ended June 30, 2008  compared to the three  months ended June 30,
2007. Revenues of this segment increased $315.4 million for the six months ended
June 30, 2008  compared to the six months ended June 30, 2007.  The increases in
revenues  during the three and six months  ended  June 30,  2008 were  primarily
attributable  to revenues of $156.5  million and $283.5  million,  respectively,
from  companies  acquired  during  the last 12 months  (most of which  were from
companies  that  perform  industrial  facilities  services)  and the balance was
primarily from our mobile mechanical services operations.

Revenues of our Canada construction and facilities services segment increased by
$22.4  million for the three  months  ended June 30, 2008  compared to the three
months ended June 30, 2007. Revenues of this segment increased $68.7 million for
the six months  ended June 30, 2008  compared  to the six months  ended June 30,
2007.  $7.7 million and $22.5 million of the increases in revenues for the three
and  six  months  ended  June  30,  2008,  respectively,  were a  result  of the
strengthening  of the Canadian dollar against the United States dollar,  and the
balance of the increases were  attributable to automotive,  healthcare and power
generation contracts.

United Kingdom  construction  and facilities  services  revenues  decreased $2.2
million for the three months  ended June 30, 2008,  compared to the three months
ended June 30, 2007. Approximately one-half of this decrease was a result of the
weakening of the British  pound against the United  States  dollar.  Revenues of
this  segment  increased  $19.2  million for the six months ended June 30, 2008,
compared to the six months ended June 30, 2007. Most of this increase was due to
an increase in the number of healthcare and  institutional  contracts awarded to
us, and $1.1 million of the increase related to the strengthening of the British
pound against the United States dollar.

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  through a joint venture.  The results of the joint venture 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,
                                                -----------------------------------    ---------------------------------
                                                       2008             2007                  2008           2007
                                                    ----------       ----------            ----------     ----------
<S>                                                 <C>              <C>                   <C>            <C>
Cost of sales                                       $1,497,761       $1,207,355            $2,969,239     $2,365,109
Gross profit                                        $  225,211       $  164,599            $  415,136     $  293,612
Gross profit, as a percentage of revenues                 13.1%            12.0%                 12.3%          11.0%
</TABLE>


Our gross profit  (revenues less cost of sales)  increased $60.6 million for the
three  months  ended June 30, 2008  compared to the three  months ended June 30,
2007.  Gross profit  increased  $121.5 million for the six months ended June 30,
2008  compared  to the six  months  ended  June  30,  2007.  Gross  profit  as a
percentage  of revenues  was 13.1% and 12.0% for the three months ended June 30,
2008 and 2007, respectively.  Gross profit as a percentage of revenues was 12.3%
and 11.0% for the six months  ended June 30,  2008 and 2007,  respectively.  The
increase in gross profit for the 2008  periods  compared to the 2007 periods was
primarily attributable to companies acquired during the last 12 months and other
increases in revenues from other United States  operations,  as well as from our
international   businesses.   Companies  acquired  during  the  last  12  months
contributed  $44.5  million and $83.0  million to gross profit for the three and
six months ended June 30, 2008,  respectively.  Gross profit, as a percentage of
revenues  (gross margin),  also improved  primarily as a result of (a) companies
acquired  during the last 12 months that are reported  within the United  States
facilities  services segment and provide services to the industrial  market, (b)
companies acquired during the last 12 months that are reported within the United
States mechanical  construction and facilities services segment and (c) improved
operating performance by our international businesses. The improvements in gross
profit and gross margin were negatively  impacted by the $7.9 million expense in
connection with the UOSA Action.
<PAGE>
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,
                                                -----------------------------------    ---------------------------------
                                                       2008             2007                  2008           2007
                                                    ----------       ----------            ----------     ----------
<S>                                                 <C>              <C>                   <C>            <C>
Selling, general and administrative expenses        $  151,824       $  123,148            $  292,066     $  234,715
Selling, general and administrative expenses,
  as a percentage of revenues                              8.8%             9.0%                  8.6%           8.8%
</TABLE>


Our selling, general and administrative expenses for the three months ended June
30, 2008 increased  $28.7 million to $151.8  million  compared to $123.1 million
for the three months ended June 30, 2007,  primarily  attributable  to companies
acquired during the last 12 months. Selling, general and administrative expenses
as a percentage  of revenues were 8.8% for the three months ended June 30, 2008,
compared to 9.0% for the three months ended June 30, 2007. Selling,  general and
administrative expenses as a percentage of revenues were 8.6% for the six months
ended June 30, 2008 compared to 8.8% for the six months ended June 30, 2007. For
the first six months of 2008, compared to the first six months of 2007, selling,
general  and  administrative  expenses  increased  by $57.4  million,  primarily
attributable to companies  acquired during the last 12 months.  The increase for
the six month  period  was  partially  offset  by a $1.6  million  reduction  in
expenses  for the first six months of 2008,  compared to the first six months of
2007, relating to a decrease in deferred compensation expense primarily due to a
decrease in our liability  corresponding with a reduction in the market price of
our common stock during the 2008  period.  The increase in selling,  general and
administrative  expenses  for the  three and six  months  ended  June 30,  2008,
compared  to the same  periods in 2007,  was also due in part to an  increase in
incentive-based compensation expense as a result of improved profits.

Restructuring expenses

Restructuring  expenses,  primarily related to employee  severance  obligations,
were $0.06 million and $0.07 million for the three and six months ended June 30,
2008,  respectively.  Restructuring expenses were zero and $0.09 million for the
three and six months ended June 30, 2007.  As of June 30, 2008, we had no unpaid
severance obligations.
<PAGE>
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
                                                                           2008      Revenues       2007       Revenues
                                                                         --------    --------     --------     --------
Operating income (loss):
<S>                                                                      <C>           <C>        <C>           <C>
   United States electrical construction and facilities services         $ 24,869      5.8%       $ 21,179       6.2%
   United States mechanical construction and facilities services           25,298      4.0%         28,475       5.1%
   United States facilities services                                       35,080      8.7%          9,860       4.4%
                                                                         --------                 --------
   Total United States operations                                          85,247      5.8%         59,514       5.3%
   Canada construction and facilities services                              3,155      3.3%            807       1.1%
   United Kingdom construction and facilities services                      3,913      2.3%         (2,178)       --
   Other international construction and facilities services                    --       --            (162)       --
   Corporate administration                                               (18,928)      --         (16,530)       --
   Restructuring expenses                                                     (57)      --              --        --
                                                                         --------                 --------
   Total worldwide operations                                              73,330      4.3%         41,451       3.0%

Other corporate items:
   Interest expense                                                        (2,638)                    (549)
   Interest income                                                          2,059                    3,328
   Minority interest                                                         (277)                    (711)
                                                                         --------                 --------
Income from continuing operations before income taxes                    $ 72,474                 $ 43,519
                                                                         ========                 ========
</TABLE>
<TABLE>
<CAPTION>


                                                                                For the six months ended June 30,
                                                                         ----------------------------------------------
                                                                                       % of                      % of
                                                                                      Segment                   Segment
                                                                           2008      Revenues       2007       Revenues
                                                                         --------    --------     --------     --------
Operating income (loss):
<S>                                                                      <C>           <C>        <C>            <C>
   United States electrical construction and facilities services         $ 42,085      5.1%       $ 32,105       4.9%
   United States mechanical construction and facilities services           42,942      3.5%         41,827       3.9%
   United States facilities services                                       60,621      8.0%         17,494       4.0%
                                                                         --------                 --------
   Total United States operations                                         145,648      5.2%         91,426       4.2%
   Canada construction and facilities services                              5,615      2.8%           (392)       --
   United Kingdom construction and facilities services                      6,038      1.7%         (1,751)       --
   Other international construction and facilities services                  (596)      --            (278)       --
   Corporate administration                                               (33,635)      --         (30,108)       --
   Restructuring expenses                                                     (71)      --             (93)       --
                                                                         --------                 --------
   Total worldwide operations                                             122,999      3.6%         58,804       2.2%

Other corporate items:
   Interest expense                                                        (6,625)                  (1,087)
   Interest income                                                          5,192                    6,577
   Minority interest                                                         (353)                  (1,115)
                                                                         --------                 --------
Income from continuing operations before income taxes                    $121,213                 $ 63,179
                                                                         ========                 ========
</TABLE>
<PAGE>
As described below in more detail,  operating  income increased by $31.9 million
for the three months ended June 30, 2008 to $73.3 million  compared to operating
income of $41.5  million for the three  months  ended June 30,  2007.  Operating
income  increased  by $64.2  million  for the six months  ended June 30, 2008 to
$123.0 million compared to $58.8 million for the six months ended June 30, 2007.
Operating income as a percentage of revenues  ("operating  margin") increased to
4.3% for the three  months  ended June 30,  2008  compared to 3.0% for the three
months ended June 30, 2007,  and increased to 3.6% for the six months ended June
30,  2008  compared  to  2.2%  for the six  months  ended  June  30,  2007.  The
improvement  in  operating  margin  was in  large  part  due to an  increase  in
operating income  attributable to the industrial  services and mobile mechanical
services  companies  acquired during the last 12 months that are reported within
our United States  facilities  services segment,  as well as improved  operating
performance by our international businesses.

United States electrical  construction and facilities  services operating income
of $24.9 million for the three months ended June 30, 2008 increased $3.7 million
compared to  operating  income of $21.2  million for the three months ended June
30, 2007.  Operating  income of $42.1  million for the six months ended June 30,
2008 increased $10.0 million  compared to operating  income of $32.1 million for
the six months ended June 30, 2007. The increases in operating income during the
three and six months  ended June 30, 2008  compared to the same  periods in 2007
were primarily the result of increased  revenues from industrial and hospitality
projects. Selling, general and administrative expenses were higher for the three
and six  months  ended  June  30,  2008  compared  to the same  periods  in 2007
principally  due  to  increased  incentive-based  compensation  recorded  due to
improved earnings.

United States mechanical  construction and facilities  services operating income
for the three  months  ended June 30,  2008 was $25.3  million,  a $3.2  million
decrease  compared to  operating  income of $28.5  million for the three  months
ended June 30, 2007. Operating income for the six months ended June 30, 2008 was
$42.9 million, a $1.1 million improvement  compared to operating income of $41.8
million  for the six months  ended June 30,  2007.  Operating  income  generally
increased  during the three and six months  ended June 30, 2008  compared to the
prior year periods  primarily due to (a) increased  hospitality  and  industrial
construction projects and (b) the addition of companies acquired during the last
12 months,  which  contributed $2.3 million and $4.5 million,  respectively,  to
operating income,  partially offset by a $7.9 million expense in connection with
the UOSA  Action.  Selling,  general  and  administrative  expenses  were higher
primarily due to (a) employee  incentive  compensation  recorded due to improved
earnings and (b) companies acquired during the last 12 months.

United States  facilities  services  operating income for the three months ended
June 30, 2008 was $35.1 million compared to operating income of $9.9 million for
the three months ended June 30, 2007.  Operating income for the six months ended
June 30, 2008 was $60.6  million  compared to operating  income of $17.5 million
for the six months ended June 30, 2007. The increases in operating income during
the three and six months ended June 30, 2008  compared to the prior year periods
were primarily due to (a) companies  acquired  during the last 12 months,  which
contributed $22.6 million and $40.9 million,  respectively,  of the increases in
operating  income,  and were  primarily  attributable  to companies that perform
industrial  facilities services and (b) increased income from services performed
by our mobile mechanical and commercial  site-based  services  operations.  As a
result of acquisitions,  amortization  expense  increased by $4.1 million during
the three months ended June 30, 2008 compared to the three months ended June 30,
2007. Amortization expense increased by $8.4 million during the six months ended
June 30, 2008 compared to the six months ended June 30, 2007.  Selling,  general
and administrative expenses increased by $15.7 million and $31.4 million for the
three and six months  ended June 30,  2008  compared to the three and six months
ended June 30, 2007,  respectively,  primarily due to companies  acquired during
the last 12 months.

Our  Canada  construction  and  facilities  services  operating  income was $3.2
million for the three months ended June 30, 2008,  compared to operating  income
of $0.8  million  for the three  months  ended  June 30,  2007.  This  segment's
operating  income  was $5.6  million  for the six  months  ended  June 30,  2008
compared to an operating  loss of $0.4 million for the six months ended June 30,
2007.  Included in the operating loss for the six months ended June 30, 2007 was
a $1.4 million gain on sale of property.  The operating  income  improvement for
the three and six months  ended June 30, 2008  compared  to the same  periods in
2007 was  related to  increased  revenues  mostly  attributable  to  automotive,
healthcare and power generation projects that resulted in higher gross margins.
<PAGE>
Our United Kingdom construction and facilities services operating income for the
three months ended June 30, 2008 was $3.9 million  compared to an operating loss
of $2.2  million  for the three  months  ended  June 30,  2007.  This  segment's
operating  income  was $6.0  million  for the six  months  ended  June 30,  2008
compared to an operating  loss of $1.8 million for the six months ended June 30,
2007. The  improvement  in operating  income was primarily  attributable  to the
completion in 2007 of certain  projects of the rail division in connection  with
which we incurred losses during the three and six months ended June 30, 2007.

Other  international  construction and facilities  services operating income was
breakeven for the three months ended June 30, 2008 compared to an operating loss
of $0.2  million  for the three  months  ended  June 30,  2007.  This  segment's
operating  loss was $0.6 million for the six months ended June 30, 2008 compared
to an operating loss of $0.3 million for the six months ended June 30, 2007.

Corporate  administration  expense for the three  months ended June 30, 2008 was
$18.9  million  compared to $16.5  million for the three  months  ended June 30,
2007.  Corporate  administrative  expense for the six months ended June 30, 2008
was $33.6  million  compared to $30.1  million for the six months ended June 30,
2007.  This  increase in expenses was  primarily  due to increased  compensation
expense, as well as corporate  initiatives  supporting  recruiting and marketing
programs.

Interest  expense  for the three  months  ended June 30,  2008 and 2007 was $2.6
million  and $0.5  million,  respectively.  Interest  expense for the six months
ended June 30, 2008 and 2007 was $6.6  million and $1.1  million,  respectively.
The increase in interest expense was primarily due to interest and debt issuance
cost  amortization  relating  to our Term Loan  incurred  in  September  2007 to
finance the Ohmstede  acquisition.  On March 31, 2008,  we made a prepayment  of
indebtedness  under the Term  Loan of  $24.25  million,  which  resulted  in our
recording  as  interest  expense  accelerated  amortization  expense  related to
capitalized  debt  issuance  costs of $0.3 million for the six months ended June
30,  2008.  Interest  income for the three  months  ended June 30, 2008 was $2.1
million  compared to $3.3  million  for the three  months  ended June 30,  2007.
Interest income for the six months ended June 30, 2008 was $5.2 million compared
to $6.6  million  for the six  months  ended June 30,  2007.  The  decrease  was
primarily related to less cash available in 2008 to invest.

For the three months ended June 30, 2008 and 2007,  our income tax provision was
$28.5 million and $18.2  million,  respectively,  based on effective  income tax
rates of 39% and 42%,  respectively.  For the six months ended June 30, 2008 and
2007,   our  income  tax  provision   was  $47.9  million  and  $26.3   million,
respectively, based on effective income tax rates of 40% and 42%, respectively.

Liquidity and Capital Resources

The  following  table  presents  our net cash  provided  by (used in)  operating
activities, investing activities and financing activities (in thousands):
<TABLE>
<CAPTION>

                                                                          For the six months ended June 30,
                                                                          ---------------------------------
                                                                              2008               2007
                                                                            --------           --------
<S>                                                                         <C>                <C>
Net cash provided by operating activities                                   $110,750           $ 62,293
Net cash used in investing activities                                       $(61,112)          $(13,090)
Net cash (used in) provided by financing activities                         $(25,507)          $ 11,418
Effect of exchange rate changes on cash and cash equivalents                $   (257)          $  1,979
</TABLE>

Our  consolidated  cash balance  increased by  approximately  $23.9 million from
$251.6  million at December  31, 2007 to $275.5  million at June 30,  2008.  The
$110.8  million in net cash provided by operating  activities for the six months
ended June 30,  2008,  which  increased  $48.5  million  when  compared to $62.3
million in net cash  provided by operating  activities  for the six months ended
June 30, 2007, was primarily due to an increase in net income.  Net cash used in
investing  activities  of $61.1  million for the six months  ended June 30, 2008
increased  $48.0 million  compared to $13.1 million used in the six months ended
June 30, 2007 and was primarily due to a $40.1 million  increase in payments for
acquisitions of businesses, identifiable intangible assets and payments pursuant
to related earn-out agreements,  a $6.2 million increase in amounts paid for the
purchase  of  property,  plant and  equipment  and a $1.8  million  decrease  in
proceeds from the sale of property,  plant and equipment,  partially offset by a
$0.2 million decrease in investment in and advances to  unconsolidated  entities
and joint ventures.  Net cash used in financing  activities of $25.5 million for
the six months ended June 30, 2008 increased $36.9 million  compared to net cash
provided by financing  activities of $11.4 million for the six months ended June
30,  2007 and was  primarily  attributable  to $26.6  million in  repayments  of
long-term  debt,  a $4.9  million  decrease in proceeds  from  exercise of stock
options and a $5.5  million  decrease in excess tax  benefits  from  share-based
compensation.
<PAGE>
The  following  is a  summary  of  material  contractual  obligations  and other
commercial commitments (in millions):
<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>
Term Loan                                                $  199.3    $  3.0     $196.3     $   --     $   --
Other long-term debt                                          0.1       0.1         --         --         --
Capital lease obligations                                     2.1       0.8        1.0        0.2        0.1
Operating leases                                            223.4      53.2       84.3       44.9       41.0
Open purchase obligations (1)                               966.3     799.3      158.0        9.0         --
Other long-term obligations (2)                             248.3      27.6      198.9       21.8         --
Liabilities related to uncertain income tax positions        13.2       3.4        9.8         --         --
                                                         --------    ------     ------     ------     ------
Total Contractual Obligations                            $1,652.7    $887.4     $648.3     $ 75.9     $ 41.1
                                                         ========    ======     ======     ======     ======
</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                                            61.0        --       61.0         --         --
Guarantees                                                   25.0        --         --         --       25.0
                                                         --------    ------     ------     ------    -------
Total Commercial Obligations                             $   86.0    $   --     $ 61.0     $   --    $  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 these payments.  We
     provide  funding to our pension plans based on at least the minimum 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 judgment,  minimum funding estimates beyond a five year
     time horizon cannot be reliably estimated,  and,  therefore,  have not been
     included in the table.
(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, 2008, there were no borrowings outstanding
     under the Revolving Credit Facility.

Our revolving credit agreement (the "Revolving Credit Facility")  provides for a
credit facility of $375.0 million. As of June 30, 2008 and December 31, 2007, we
had  approximately  $61.0  million  and  $53.8  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, 2008 and December
31, 2007.

On September  19, 2007,  we entered  into an  agreement  providing  for a $300.0
million Term Loan. The proceeds were used to pay a portion of the  consideration
for the  acquisition of Ohmstede and costs and expenses  incident  thereto.  The
Term Loan  contains  covenants,  representations  and  warranties  and events of
default.  The Term Loan covenants  require,  among other things,  maintenance of
certain  financial  ratios and  contain  certain  restrictions  with  respect to
payment of  dividends,  common  stock  repurchases,  investments,  acquisitions,
indebtedness  and  capital  expenditures.  We are  required  to  make  principal
payments  on the Term  Loan in  installments  on the last  day of  March,  June,
September  and  December  of each year,  commencing  March 2008 in the amount of
$0.75 million,  together with interest on the then outstanding principal amount.
A final  payment  comprised of all  remaining  principal  and interest is due on
October 17, 2010.  The Term Loan is secured by  substantially  all of our assets
and   substantially  all  of  the  assets  of  substantially  all  of  our  U.S.
subsidiaries.  The Term Loan bears interest at (1) the prime commercial  lending
rate  announced  by Bank of Montreal  from time to time (5.00% at June 30, 2008)
plus 0.0% to 0.5%  based on certain  financial  tests or (2) U.S.  dollar  LIBOR
(2.46% at June 30,  2008) plus 1.0% to 2.25% based on certain  financial  tests.
The  interest  rate in effect at June 30, 2008 was 3.46%.  Since  September  19,
2007, we have made prepayments of $99.25 million, and mandatory payments of $1.5
million,  to reduce the balance of the Term Loan to $199.25  million at June 30,
2008.
<PAGE>
One of our  subsidiaries  has guaranteed  $25.0 million of borrowings by a joint
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, 2008,  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  $1.5 billion.  The Surety Bonds are issued by Surety Companies in
return for premiums, which vary depending on the size and type of bond.

In recent  years,  there  has been a  reduction  in the  aggregate  surety  bond
issuance  capacity  of  Surety  Companies  due to  industry  consolidations  and
significant  losses of Surety Companies as a result of providing Surety Bonds to
construction companies, as well as companies in other industries.  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 amount of Surety Bonds that may be available to
us 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 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  rarely  require  Surety  Bonds such as the  facilities
services  segment,  and/or by refraining from bidding for certain  projects that
require  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 above.

Our primary  source of  liquidity  has been,  and is expected to continue to be,
cash generated by operating  activities.  We also maintain our Revolving  Credit
Facility that may be utilized,  among other things, to meet short-term liquidity
needs in the event cash generated by operating  activities is insufficient or to
enable us to seize  opportunities  to  participate  in joint ventures or to make
acquisitions  that may require  access to cash on short  notice or for any other
reason. 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  much  of our
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 we  experienced  from  2001  through  2004 in the  commercial  construction
industry,  there were  typically  fewer small  discretionary  projects  from the
private  sector,  and companies like us  aggressively  bid more large  long-term
infrastructure  and  public  sector  contracts.  Performance  of  long  duration
contracts  typically  requires working capital until initial billing  milestones
are achieved.  While 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 2007 and 2008 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 $527.6 million and $427.5 million as of June 30,
2008 and December 31, 2007, respectively.
<PAGE>
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 (a) to incur long-term
debt to fund  acquisitions  and/or (b) to issue 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.
Also,  critical to meeting  long-term  liquidity  requirements is our ability to
perform work at profitable levels.

We believe that current cash balances and borrowing capacity available under the
Revolving Credit Facility or other forms of financing  available through debt or
equity  offerings,  combined with cash expected to be generated from operations,
will be sufficient to provide short-term and foreseeable long-term liquidity and
meet  expected  capital  expenditure  requirements.  However,  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 $78.0 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.

Certain Insurance Matters

As of June 30, 2008 and  December  31,  2007,  we utilized  approximately  $54.5
million and $48.2 million, respectively, of letters of credit obtained under our
Revolving Credit Facility as collateral for our insurance obligations.

New Accounting Pronouncements

In September  2006, the Financial  Accounting  Standards  Board ("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 was  effective  for our
financial  statements  beginning with the first quarter of 2008. The adoption of
Statement  157  did  not  affect  our  financial  position  or  the  results  of
operations.  However,  on February 12, 2008, the FASB issued FASB Staff Position
No.  157-2,  "Effective  Date of FASB  Statement  No. 157"  ("FSP")  that amends
Statement  157 to delay the  effective  date for all  non-financial  assets  and
non-financial liabilities, except those that are recognized or disclosed at fair
value in the  financial  statements  on a  recurring  basis  (that  is, at least
annually).  The FSP defers the  effective  date of Statement 157 to fiscal years
beginning  after November 15, 2008. We have not  determined the effect,  if any,
the  adoption  of the FSP will have on our  financial  position  and  results of
operations.  However,  we  believe  we  would  likely  be  required  to  provide
additional  disclosures  in  future  financial  statements  beginning  after the
effective date of the new standard.

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 was effective for our  financial  statements  beginning  with the
first  quarter  of 2008.  We have  elected  not to  account  for any  additional
financial instruments or other items at fair value pursuant to Statement 159.

In December 2007, the FASB issued  Statement No. 141 (revised  2007),  "Business
Combinations" ("Statement 141(R)").  Statement 141(R) changes the accounting for
acquisitions  specifically  eliminating the step acquisition model, changing the
recognition  of  contingent  consideration  from  being  recognized  when  it is
probable  to  being  recognized  at the  time of  acquisition,  disallowing  the
capitalization of transaction costs and changes when  restructurings  related to
acquisitions  can be  recognized.  The  standard is  effective  for fiscal years
beginning on or after  December 15, 2008 and will only impact the accounting for
acqusitions that are made after adoption.

In December 2007, the FASB issued Statement No. 160,  "Noncontrolling  Interests
in Consolidated  Financial  Statements - an amendment of ARB No. 51" ("Statement
160").  This  statement  is  effective  for fiscal  years  beginning on or after
December 15, 2008, with earlier adoption prohibited. This statement requires the
recognition of a noncontrolling  interest  (minority  interest) as equity in the
consolidated  financial  statements and separate from our equity.  The amount of
net income  attributable  to the  noncontrolling  interest  will be  included in
consolidated  net income on the face of the  income  statement.  It also  amends
certain  of ARB No.  51's  consolidation  procedures  for  consistency  with the
requirements  of  Statement  141(R).   This  statement  also  includes  expanded
disclosure   requirements   regarding  the  interests  of  the  parent  and  its
noncontrolling interest. We have not determined the effect, if any, the adoption
of Statement 160 will have on our financial position and results of operations.
<PAGE>
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,  2007.  There  was no  initial  adoption  of any
accounting  policies  during the six months ended June 30, 2008,  except for the
adoption of Statement  157 and  Statement  159. 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) goodwill and intangible assets.

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  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.
<PAGE>
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 bad debts during
the six months ended June 30, 2008  increased  $0.3 million  compared to the six
months  ended June 30, 2007.  At June 30, 2008 and  December 31, 2007,  accounts
receivable  of $1,496.4  million and $1,435.3  million,  respectively,  included
allowances of $26.3 million and $27.0 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.

Income Taxes

We have  net  deferred  tax  liabilities  primarily  resulting  from  deductible
temporary  differences  of $13.6  million and $25.0 million at June 30, 2008 and
December  31, 2007,  respectively,  which will  increase  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,  2008 and  December  31,  2007,  the  total  valuation  allowance  was
approximately $8.4 million and $8.6 million, respectively.

Goodwill and Intangible Assets

As of June 30, 2008, we had $569.3 million and $271.3 million,  respectively, of
goodwill and net identifiable  intangible  assets (primarily based on the market
values of our contract backlog,  developed technology,  customer  relationships,
non-competition  agreements  and  trade  names),  primarily  arising  out of the
acquisition of companies. As of December 31, 2007, goodwill and net identifiable
intangible  assets were $563.9  million and $252.1  million,  respectively.  The
increases  in the  goodwill  and  net  identifiable  intangible  assets  (net of
accumulated   amortization)   since  December  31,  2007  were  related  to  the
acquisition  of three  companies  during the first six  months of 2008,  pending
completion  of final  valuation  and purchase  price  adjustments.  In addition,
goodwill  increased due to an estimated earn-out payment related to a prior year
acquisition.   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 with  indefinite  useful lives not be amortized,  but instead
must 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.

As of June 30, 2008, we did not have any derivative instruments.  We did not use
any material derivative  financial  instruments during the six months ended June
30, 2007,  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 and the Term Loan.  Borrowings under the Revolving
Credit Facility and the Term Loan bear interest at variable rates,  and the fair
value of borrowings are not affected by changes in market  interest rates. As of
June 30, 2008, there were no borrowings  outstanding  under the Revolving Credit
Facility and the balance on the Term Loan was $199.25 million.  Both instruments
bear interest at (1) a rate which is the prime commercial lending rate announced
by Bank of Montreal from time to time (5.00% at June 30, 2008) plus 0.0% to 0.5%
based on certain  financial  tests or (2) United  States  dollar LIBOR (2.46% at
June 30, 2008) plus 1.0% to 2.25% based on certain financial tests. The interest
rates in effect at June 30,  2008 were 5.00% and 3.46% for the prime  commercial
lending rate and the United States dollar LIBOR, respectively.  Letter of credit
fees issued under the Revolving  Credit 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 and the Term Loan expire in October 2010.  There is no guarantee
that we will be able to renew the Revolving  Credit  Facility at its expiration.
Based on the $199.25  million  borrowings  outstanding  on the Term Loan, if the
overall interest rates were to increase by 1.0%, the net of tax interest expense
would increase approximately $1.2 million in the next twelve months. Conversely,
if the overall interest rates were to decrease by 1.0%, interest expense, net of
income taxes,  would decrease by  approximately  $1.2 million in the next twelve
months.

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,  which are used as  components of
supplies or materials 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 7,500  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
Executive  Vice  President  and 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, 2008
that have materially  affected,  or are reasonably likely to materially  affect,
the Company's internal control over financial reporting.
<PAGE>
PART II. - OTHER INFORMATION.

ITEM 1.  LEGAL PROCEEDINGS.

Except as indicated below, there have been no material  developments  during the
quarter ended June 30, 2008 regarding legal  proceedings  reported in our Annual
Report on Form 10-K for the year ended December 31, 2007 or in our Form 10-Q for
the quarter ended March 31, 2008.

In connection with a project (the "Project") for the construction in Virginia of
a  wastewater  treatment  facility  for  the  Upper  Occoquan  Sewage  Authority
("UOSA"),  in which our subsidiary  Poole & Kent  Corporation  participated as a
co-venturer with an unrelated party (the "Joint Venture"),  the Joint Venture in
2000  commenced  a civil  action in the  Fairfax,  Virginia  Circuit  Court (the
"Court") against UOSA alleging  material  breaches of the construction  contract
(the "Contract") for the Project. As previously reported,  as a result of a jury
verdict in March 2005 in that action and a subsequent ruling in June 2005 of the
trial judge in the action, it was determined that the Joint Venture was entitled
to be paid approximately  $17.0 million by UOSA, which amount was in addition to
that which the Joint Venture had already received from UOSA.

In June 2005, the trial judge ordered that related claims  asserted by the Joint
Venture  against  UOSA for breach of the  Contract  and for  recovery of amounts
withheld by UOSA in respect to  payments  owing to the Joint  Venture  under the
Contract should be pursued in a separate trial. UOSA subsequently filed a claim,
pursuant to a Virginia  statute,  for  recovery of most of its  attorneys'  fees
associated with that pending trial. All of these claims have been tried before a
jury, which, in May 2008, rendered a verdict resulting in a net award to UOSA of
approximately $1.3 million,  of which  approximately  one-half is payable by the
Company. On July 14, 2008, the Joint Venture filed a motion requesting (a) that,
notwithstanding  the  verdict,  the trial  judge  award it amounts  relating  to
certain of the Joint Venture's  claims and vacate the award to UOSA of its claim
for attorneys' fees, or, in the alternative,  set aside the verdict with respect
to those claims and the award to UOSA and order a new trial with respect to such
matters  and (b) that the rest of the  verdict  be set  aside and a new trial be
held with respect to the claims as to which such portion of the verdict related.
There is no  assurance  that the trial  judge  will  grant any of these  motions
requested by the Joint Venture.

On the  assumption  that the jury  verdict  will be upheld in its  entirety,  we
recorded  in our  results  for the  quarter  ended  June 30,  2008 an expense of
approximately $7.9 million.

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 18, 2008.

(b)  The Board of Directors of EMCOR consists of eight  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                     55,327,465                 1,285,090
David A. B. Brown                      55,742,317                   870,238
Larry J. Bump                          55,461,858                 1,150,697
Albert Fried, Jr.                      55,259,282                 1,353,273
Richard F. Hamm, Jr.                   55,880,460                   732,095
Frank T. MacInnis                      55,091,453                 1,521,102
Jerry E. Ryan                          55,947,393                   665,162
Michael T. Yonker                      55,395,175                 1,217,380

At the Annual  Meeting,  stockholders  also voted upon a proposal to  re-approve
adoption by the Board of  Directors of the  Company's  Key  Executive  Incentive
Bonus Plan, described in the proxy statement for the Annual Meeting.  48,587,310
shares voted in favor of approval,  3,866,529 voted against approval, and 30,038
shares abstained from voting thereon. There were 4,128,678 broker non-votes.
<PAGE>
In  addition,  at the Annual  Meeting,  stockholders  voted  upon a proposal  to
approve  adoption by the Board of Directors of the EMCOR  Group,  Inc.  Employee
Stock Purchase Plan,  described in the proxy  statement for the Annual  Meeting.
48,652,991 shares voted in favor of approval,  3,815,719 voted against approval,
and 15,167 shares  abstained from voting  thereon.  There were 4,128,678  broker
non-votes.

Also at the Annual Meeting, the stockholders 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 2008.
56,521,433  shares voted in favor of  ratification,  61,510 shares voted against
ratification  and 29,612 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-1)         Purchase Agreement dated as of February 11, 2002 by         Exhibit 2.1 to EMCOR Group, Inc.'s
               and among Comfort Systems USA, Inc. and EMCOR-CSI           ("EMCOR") Report on Form 8-K dated
               Holding Co.                                                 February 14, 2002


2(a-2)         Purchase and Sale Agreement dated as of August 20,          Exhibit 2.1 to EMCOR's Report on Form 8-K
               2007 between FR X Ohmstede Holdings LLC and EMCOR           (Date of Report August 20, 2007)
               Group, Inc.

3(a-1)         Restated Certificate of Incorporation of EMCOR filed        Exhibit 3(a-5) to EMCOR's Registration
               December 15, 1994                                           Statement on Form 10 as originally filed
                                                                           March 17, 1995 ("Form 10")

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(a-5)         Amendment dated September 18, 2007 to the Restated          Exhibit A to EMCOR's Proxy Statement dated
               Certificate of Incorporation                                August 17, 2007 for Special Meeting of
                                                                           Stockholder's held September 18, 2007

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 (originally U.S. $350,000,000)Credit      Exhibit 4 to EMCOR's Report on Form 8-K
               Agreement dated October 14, 2005 by and among               (Date of Report October 17, 2005)
               EMCOR Group, Inc. and certain of its 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           Exhibit 4(c) to 2005 Form 10-K
               21, 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           Exhibit 4(d) to 2005 Form 10-K
               21, 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           Exhibit 4(e) to 2005 Form 10-K
               21, 2005 between EMCOR and National City Bank of
               Indiana effective November 29, 2005 pursuant to
               Section 1.10 of the Credit Agreement
</TABLE>
<PAGE>
ITEM 6.  EXHIBITS. - (continued)
<TABLE>
<CAPTION>
Exhibit                                                                    Incorporated By Reference to or
   No.         Description                                                            Page Number
-----------    --------------------------------------------------------    -------------------------------------------
<S>            <C>                                                         <C>
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 Northern
               Trust Company

4(h)           Term Loan Agreement dated as of September 19, 2007          Exhibit 4.1(a) to EMCOR's Form 8-K (Date
               among EMCOR, Bank of Montreal, as Administrative Agent,     of Report September 19, 2007)
               and the several financial institutions listed on the
               signature pages thereof

4(i)           Second Amended and Restated Security Agreement dated        Exhibit 4.1(b) to EMCOR's Form 8-K (Date
               as of September 19, 2007 among EMCOR, certain of its        of Report September 19, 2007)
               U.S. subsidiaries, and Harris N.A., as Agent

4(j)           Second Amended and Restated Pledge Agreement dated as       Exhibit 4.1(c) to EMCOR's Form 8-K (Date
               of September 19, 2007 among EMCOR, certain of its U.S.      of Report September 19, 2007)
               subsidiaries, and Harris N.A., as Agent

4(k)           Guaranty Agreement by certain of EMCOR's U.S.               Exhibit 4.1(d) to EMCOR's Form 8-K (Date
               subsidiaries in favor of Harris N.A., as Agent              of Report September 19, 2007)

4(l)           First Amendment dated as of September 19, 2007 to           Exhibit 4.1(e) to EMCOR's Form 8-K (Date
               Amended and Restated Credit Agreement effective             of Report September 19, 2007)
               October 14, 2005 among EMCOR, Harris N.A., as Agent,
               and certain other lenders party thereto

10(a)          Severance Agreement between EMCOR and Frank T.              Exhibit 10.2 to EMCOR's Report on Form
               MacInnis                                                    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 8-K
               between EMCOR and each of Sheldon I. Cammaker, R.
               Kevin Matz and Mark A. Pompa

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

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

10(e)          Form of Confidentiality Agreement between Anthony           Exhibit C to Guzzi Letter Agreement
               Guzzi and EMCOR

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")           Exhibit D to the Guzzi Letter Agreement
               dated October 25, 2004 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             Exhibit 10(o) to Form 10
               Plan")
</TABLE>
<PAGE>
ITEM 6.  EXHIBITS. - (continued)
<TABLE>
<CAPTION>
Exhibit                                                                    Incorporated By Reference to or
   No.         Description                                                            Page Number
-----------    --------------------------------------------------------    -------------------------------------------
<S>            <C>                                                         <C>
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,
                                                                           2000 ("2000 Form 10-K")

10(h-3)        Amendment to Section 13 of the 1994 Option Plan             Exhibit (g-3) to 2000 Form 10-K

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

10(i-2)        Amendment to Section 10 of the 1995 Option Plan             Exhibit (h-2) to 2000 Form 10-K

10(j-1)        1997 Non-Employee Directors' Non-Qualified Stock            Exhibit 10(k) to EMCOR's Annual Report on
               Option 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 2000 Form 10-K

10(k)          1997 Stock Plan for Directors                               Exhibit 10(1) to 1999 Form 10-K

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

10(l-2)        Amendment dated as of May 4, 1999 to MacInnis               Exhibit 10(h) to EMCOR's Quarterly Report
               Continuity Agreement                                        on Form 10-Q for the quarter ended 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 Form 10-Q
               Continuity Agreement

10(m-1)        Continuity Agreement dated as of June 22, 1998              Exhibit 10(c) to the June 1998 Form 10-Q
               between 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              Exhibit 10(f) to the June 1998 Form 10-Q
               between 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 EMCOR's Quarterly Report
               Continuity Agreement                                        on Form 10-Q for the quarter ended March
                                                                           31, 2002 ("March 2002 Form 10-Q")

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

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 Form 10-Q
               Continuity Agreement
</TABLE>
<PAGE>
ITEM 6.  EXHIBITS. - (continued)
<TABLE>
<CAPTION>
Exhibit                                                                    Incorporated By Reference to or
   No.         Description                                                            Page Number
-----------    --------------------------------------------------------    -------------------------------------------
<S>            <C>                                                         <C>
10(o-4)        Amendment dated as of March 1, 2007 to Pompa Continuity     Exhibit 10(o-4) to the March 2007 Form 10-Q
               Agreement

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-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
                                                                           of February 18, 2004 ("2004 Form S-8")

10(q-2)        Amendment to Executive Stock Bonus Plan                     Exhibit 10(s-2) to the March 2007 Form
                                                                           10-Q

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

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

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

10(s-1)        First Amendment to Incentive Plan for Senior                Exhibit 10(t) to 2005 Form 10-K
               Executives

10(s-2)        Second Amendment to Incentive Plan for Senior               Exhibit 10.1 to EMCOR's Report on Form 8-K
               Executives                                                  (Date of Report March 26, 2008)

10(t-1)        EMCOR Group, Inc. Long-Term Incentive Plan ("LTIP")         Exhibit 10 to Form 8-K (Date of Report
                                                                           December 15, 2005)

10(t-2)        Form of Certificate Representing Stock Units issued         Exhibit 10(t-2) to EMCOR's Annual Report
               under LTIP                                                  on Form 10-K for the year ended December
                                                                           31, 2007 ("2007 Form 10-K")

10(u-1)        2003 Non-Employee Directors' Stock Option Plan              Exhibit A to EMCOR's Proxy Statement for
                                                                           its Annual Meeting held on June 12, 2003
                                                                           ("2003 Proxy Statement")

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

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

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

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

10(x)          Key Executive Incentive Bonus Plan                          Exhibit B to EMCOR's Proxy Statement for
                                                                           its Annual Meeting held June 16, 2005
                                                                           ("2005 Proxy Statement")
</TABLE>
<PAGE>
ITEM 6.  EXHIBITS. - (continued)
<TABLE>
<CAPTION>
Exhibit                                                                    Incorporated By Reference to or
   No.         Description                                                            Page Number
-----------    --------------------------------------------------------    -------------------------------------------
<S>            <C>                                                         <C>
10(y)          2005 Management Stock Incentive Plan                        Exhibit B to EMCOR's 2005 Proxy Statement

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

10(a)(a-1)     2005 Stock Plan for Directors                               Exhibit C to 2005 Proxy Statement

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

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

10(c)(c)       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

10(d)(d)       Form of EMCOR Option Agreement for Executive                Exhibit 4.6 to 2004 Form S-8
               Officers granted December 1, 2001

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

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

10(h)(h-1)     2007 Incentive Plan                                         Exhibit B to EMCOR's Proxy Statement for
                                                                           its Annual Meeting held June 20, 2007

10(h)(h-2)     Option agreement dated December 13, 2007 under 2007         Exhibit 10(h)(h-2) to 2007 Form 10-K
               Incentive Plan between Jerry E. Ryan and EMCOR

10(h)(h-3)     Form of Option Agreement under 2007 Incentive Plan          Exhibit 10(h)(h-3) to 2007 Form 10-K
               between EMCOR and each non-employee director
               electing to receive options as part of annual
               retainer

10(i)(i)       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

10(j)(j-1)     Certificate dated March 24, 2008 evidencing Phantom         Exhibit 10(j)(j-1) to EMCOR's Quarterly
               Stock Unit Award to Frank T. MacInnis                       Report on Form 10-Q for the quarter ended
                                                                           March 31, 2008 ("March 2008 Form 10-Q")

10(j)(j-2)     Certificate dated March 24, 2008 evidencing Phantom         Exhibit 10(j)(j-2) to the March 2008 Form
               Stock Unit Award to Anthony J. Guzzi                        10-Q

10(k)(k)       Certificate dated March 24, 2008 evidencing Stock           Exhibit 10(k)(k) to the March 2008 Form
               Unit Award to Frank T. MacInnis                             10-Q

10(l)(l)       EMCOR Group, Inc. Employee Stock Purchase Plan              Exhibit C to EMCOR's Proxy Statement for
                                                                           its Annual Meeting held June 18, 2008
</TABLE>
<PAGE>
ITEM 6.  EXHIBITS. - (continued)
<TABLE>
<CAPTION>
Exhibit                                                                    Incorporated By Reference to or
   No.         Description                                                            Page Number
-----------    --------------------------------------------------------    -------------------------------------------
<S>            <C>                                                         <C>
11             Computation of Basic EPS and Diluted EPS for the            Note E of the Notes to the Condensed
               three and six months ended June 30, 2008 and 2007           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 29, 2008
                                                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 29, 2008
                                                    /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 29, 2008
                                                      /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,  2008 as filed with the
Securities and Exchange  Commission on the date hereof (the "Report"),  I, Frank
T. MacInnis,  Chairman of the Board of Directors and 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 29, 2008                              /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,  2008 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Mark A.
Pompa,  Executive  Vice  President and 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 29, 2008                              /s/MARK A. POMPA
                                             -----------------------------------
                                                      Mark A. Pompa
                                               Executive Vice President and
                                                 Chief Financial Officer
</TEXT>
</DOCUMENT>
