UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


Date of report (Date of earliest event reported)         October 28, 2004

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

                                   Delaware
 
                 (State or Other Jurisdiction of Incorporation)

         0-2315                                           11-2125338         
(Commission File Number)                   (I.R.S. Employer Identification No.)



301 Merritt Seven, Norwalk, CT                            06851              
(Address of Principal Executive Offices)               (Zip Code)

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

                                     N/A                           
 
          (Former Name or Former Address, if Changed Since Last Report)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

__   Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

__   Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

__   Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

__   Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange  Act  (17  CFR  240.13e-4(c))

Item 2.02  Results of Operations and Financial Condition

     On October 28, 2004 EMCOR Group,  Inc.  issued a press  release  disclosing
results of  operations  for the fiscal 2004 third  quarter  ended  September 30,
2004. A copy of such press  release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.


     The  information  contained in this Current Report on Form 8-K shall not be
deemed to be "filed" for the purposes of Section 18 of the  Securities  Exchange
Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that
Section,  nor shall it be  incorporated  by  reference  into a filing  under the
Securities  Act of 1933, or the Exchange  Act,  except as shall be expressly set
forth by specific reference in such a filing.

Item. 9.01 Financial Statements and Exhibits

(c)  Exhibits

Exhibit Number                 Description
--------------   ---------------------------------------------------------------
99.1             Press Release issued by EMCOR Group, Inc. on October 28, 2004 
                 disclosing results of operations for the fiscal 2004 third
                 quarter ended September 30, 2004.


                                   SIGNATURE

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

                                             EMCOR Group, Inc.


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

Dated:  October 28, 2004




                                                                   Exhibit 99.1

              EMCOR GROUP, INC. REPORTS 2004 THIRD QUARTER RESULTS


NORWALK,  CONNECTICUT,  October 28, 2004 - EMCOR Group,  Inc. (NYSE:  EME) today
reported results for the third quarter and nine months ended September 30, 2004.

Net income for the third quarter of 2004 was $15.5 million, or $0.99 per diluted
share,  compared with net income of $6.5 million, or $0.42 per diluted share, in
the third  quarter of 2003.  Revenues in the 2004 third  quarter  totaled  $1.22
billion, compared with total revenues of $1.16 billion a year ago.

Third quarter 2004  operating  income was $19.6  million,  compared to operating
income of $13.5  million in the third  quarter  of 2003.  Selling,  general  and
administrative  expenses  ("SG&A")  were $97.6  million,  a decline of 6.7% from
$104.7  million in the third  quarter of last year. As a percentage of revenues,
SG&A  decreased  to 8.0% from 9.0% a year ago as a result of actions the Company
has taken to reduce its operating costs.

Included in the Company's  2004 third quarter  results were  approximately  $0.6
million in restructuring expenses, primarily related to its previously announced
management  realignment and related  initiatives,  and a $4.3 million income tax
benefit for reserve  adjustments.  The effective  income tax rate applicable for
the 2004 third quarter was 42% compared to 44% for the 2003 third quarter.

The  Company's  2004 third  quarter  results also include a pre-tax gain of $2.8
million on the sale of certain  assets of the equipment  rental  division of the
Company's United Kingdom  subsidiary as part of the  restructuring of operations
in the UK  market,  and a  pre-tax  gain of $1.8  million  on the sale of the UK
subsidiary's interest in a South African facilities management joint venture.

Contract  backlog as of September 30, 2004 was $2.96  billion  compared to $3.11
billion  at the same time a year ago.  The  reduction  in backlog  reflects  the
Company's  ongoing  program to reduce the backlog of public sector  construction
projects and to focus more on higher-margin, private sector work.


                                    - MORE -







EMCOR Announces 2004 Third Quarter Results                                Page 2

Net  income  for the 2004  nine month  period  was $22.6  million,  or $1.46 per
diluted  share,  compared to net income of $18.0  million,  or $1.16 per diluted
share,  in the first nine months of 2003.  Revenues for the first nine months of
2004 were $3.52 billion versus revenues of $3.36 billion in the year ago period.

Operating  income for the first  nine  months of 2004 was $18.8  million  versus
operating  income of $37.8  million for the  comparable  nine month  period last
year.

The Company's results for the 2004 nine month period include  approximately $5.9
million in restructuring expenses, primarily related to the Company's previously
announced management  realignment and related  initiatives,  and a $13.9 million
income tax benefit for tax reserve adjustments.

Frank T. MacInnis,  Chairman and CEO of EMCOR Group,  stated,  "When we reported
2004  first  quarter  results,  we noted our  expectation  that 2004  would be a
transition  year,  with a slower  first  half of the  year due to the  lingering
effects of the economic  downturn,  the slow recovery of private sector spending
and the continuing  effects of a larger than typical proportion of public sector
work  affecting  our  results.  We expected to see an  acceleration  in the 2004
second  half as the economy and demand  from the  private  sector  continued  to
improve and our efforts to rebalance  our mix between  private and public sector
work gained  traction.  This has been the case in the third  quarter,  which saw
strong  performance  within  our  U.S.  Electrical  business  and a  significant
improvement at our U.K.  operations.  We're very pleased with the progress we've
seen in the U.K.,  which generated  operating  income during the period versus a
loss a year ago, as a result of the  actions  we've  taken to  restructure  that
business.  However,  improvements were not consistent across all our businesses,
particularly as poor performance at one of our Mechanical operations on the West
Coast offset otherwise improved results from this segment.  We continue to build
momentum within our Facilities Services business as we strengthen our reputation
as the premier provider of these services."

Mr.  MacInnis added,  "While our markets have certainly  recovered from year ago
levels, the recovery remains gradual, with private sector spending recovering at
a slow pace.  During the quarter,  we continued our focus on controlling  costs,
leading  to a decrease  in SG&A  expenses  of  approximately  7% despite  higher
revenues. As a result,  operating income,  excluding  restructuring expenses and
gain on the sale of assets, increased 28.3% over the levels achieved a year ago.
Our constant focus on working capital  management also made the third quarter an
excellent  cash  generation  quarter,  strengthening  our balance  sheet and our
ability to take advantage of new opportunities."

Mr.  MacInnis  concluded,  "Throughout  2004,  EMCOR Group has taken  actions to
position itself for improvement in its markets. The restructuring efforts of our
realigned  management team, that now include Tony Guzzi as our new President and
COO, are ongoing,  and we are seeing  their  benefits,  both in the U.S. and the
U.K. As we've stated  before,  we believe the major  defining  factor in EMCOR's
performance  will  be the  overall  pace of  economic  recovery.  While  not the
dramatic  economic  improvement  our  best-case  scenario  envisioned,   we  are
encouraged by recent positive momentum we've seen in the marketplace and believe
that this recovery will continue to build as we move into the

                                    - MORE -










EMCOR Announces 2004 Third Quarter Results                                Page 3

fourth quarter of 2004 and beyond. Given year-to-date  revenue  performance,  we
continue to expect full-year  revenue for 2004 to be approximately  $4.6 billion
and 2004  earnings  per  share on a diluted  basis to be $2.05 to  $2.15,  which
includes the tax reserve  adjustments as well as restructuring  expenses and the
sale transactions."

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

EMCOR Group's third quarter  conference call will be available live via Internet
broadcast today, Thursday,  October 28, at 10:30 AM Eastern Time. You can access
the  live  call   through   the  Home  Page  of  the   Company's   Web  site  at
www.emcorgroup.com.

This release may contain certain  forward-looking  statements within the meaning
of the Private  Securities  Reform Act of 1995. Any such comments are based upon
information available to EMCOR management's perception thereof, as of this date,
and EMCOR assumes no obligation to update any such  forward-looking  statements.
These  forward-looking   statements  may  include  statements  regarding  market
opportunities,  market share growth,  gross profit,  project mix,  projects with
varying profit margins, and selling,  general and administrative expenses. These
forward-looking  statements  involve  risks and  uncertainties  that could cause
actual  results  to  differ  materially  from  the  forward-looking  statements.
Accordingly these statements are no guarantee of future  performance.  Such risk
and  uncertainties  include,  but are not limited to, adverse effects of general
economic  conditions,  changes  in the  political  environment,  changes  in the
specific markets for EMCOR's services,  adverse business  conditions,  increased
competition,   unfavorable  labor  productivity,  mix  of  business,  and  risks
associated with foreign operations.  Certain of the risks and factors associated
with EMCOR's  business are also  discussed in the Company's  2003 Form 10-K, its
Form 10-Q for the third quarter ended  September 30, 2004,  and in other reports
filed from time to time with the Securities and Exchange  Commission.  All these
risks and factors should be taken into account in evaluating any forward-looking
statements.


                            -FINANCIAL TABLES FOLLOW-










                                                              EMCOR GROUP, INC.
                                                              FINANCIAL HIGHLIGHTS
                                             (In thousands, except share and per share information)
                                                                  (Unaudited)

                                         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                                    For the Three Months Ended         For the Nine Months Ended
                                                                 September 30,               September 30,
                                                  2004               2003                2004                  2003
                                                  ----               ----                ----                  ----

                                                                                                      
   Revenues                                  $1,215,911         $1,157,588          $3,518,210             $3,362,996
   Cost of sales                              1,100,931          1,039,382           3,200,555              3,004,746
                                             ----------         ----------          ----------             ----------
   Gross profit                                 114,980            118,206             317,655                358,250
   Selling, general and
      administrative expenses                    97,616            104,671             295,758                320,484
   Restructuring expenses                           617                 --               5,936                     --
   Gain on sale of assets                         2,839                 --               2,839                     --
                                             ----------         ----------          ----------             ----------

   Operating income                              19,586             13,535              18,800                 37,766
   Interest expense, net                         (2,132)            (1,987)             (5,550)                (5,631)
   Gain on sale of
       equity investment                          1,844                 --               1,844                     --
                                             ----------         ----------          ----------             ----------
   Income before income taxes                    19,298             11,548              15,094                 32,135
   Income tax provision (benefit)                 3,832              5,080              (7,534)                14,138
                                             ----------         ----------          ----------             ----------

   Net income                                $   15,466         $    6,468          $   22,628             $   17,997
                                             ==========         ==========          ==========             ==========

   Basic earnings per share                  $     1.02         $     0.43          $     1.49             $     1.20
                                             ==========         ==========          ==========             ==========

   Diluted earnings per share                $     0.99         $     0.42          $     1.46             $     1.16
                                             ==========         ==========          ==========             ==========

   Weighted average shares of Common Stock outstanding:
        Basic                                15,202,938         15,003,737          15,178,938             14,974,590
        Diluted                              15,562,604         15,461,106          15,551,636             15,471,711






                                EMCOR GROUP, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)



                                                        Sept. 30,      Dec. 31, 
                                                          2004           2003
                                                       (Unaudited)             
                                                       -----------     --------
 ASSETS
 Current assets:
 Cash and cash equivalents                             $  101,025     $   78,260
 Accounts receivable, net                               1,114,532      1,009,170
 Costs and estimated earnings in excess of billings
   on uncompleted contracts                               240,779        249,393
 Inventories                                                9,480          9,863
 Prepaid expenses and other                                26,757         42,470
                                                       ----------     ----------
   Total current assets                                 1,492,573      1,389,156

 Investments, notes, and other long-term receivables       29,367         26,452
 Property, plant & equipment, net                          57,467         66,156
 Goodwill                                                 280,761        277,994
 Identifiable intangible assets, net                       19,643         22,226
 Other assets                                              14,666         13,263
                                                       ----------     ----------
 Total assets                                          $1,894,477     $1,795,247
                                                       ==========     ==========

 LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:
 Borrowings under working capital credit line          $  127,300     $  139,400
 Current maturities of long-term debt and capital
   lease obligations                                          261            367
 Accounts payable                                         441,304        451,713
 Billings in excess of costs and estimated earnings
   on uncompleted contracts                               447,719        345,207
 Accrued payroll and benefits                             132,925        131,623
 Other accrued expenses and liabilities                    92,493        110,147
                                                       ----------     ----------
   Total current liabilities                            1,242,002      1,178,457

 Long-term debt and capital lease obligations                 588            561
 Other long-term obligations                              106,387         94,873
 Total stockholders' equity                               545,500        521,356
                                                       ----------     ----------
 Total liabilities and stockholders' equity            $1,894,477     $1,795,247
                                                       ==========     ==========




                                                                 # # #