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

                                    FORM 10-Q


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

                For the quarterly period ended September 30, 2004

                                       OR

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

             For the transition period from __________ to __________


                          Commission file number 0-2315

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

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

301 Merritt Seven Corporate Park
      Norwalk, Connecticut                            06851-1060
- ---------------------------------           ----------------------------------
(Address of Principal Executive                       (Zip Code)
           Offices)
                                 (203) 849-7800
- --------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

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

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

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

                      Applicable Only To Corporate Issuers
     Number of shares of Common Stock outstanding as of the close of business on
October 22, 2004: 15,158,157 shares.




                                EMCOR GROUP, INC.
                                      INDEX


                                                                        Page No.


PART I - Financial Information

Item 1     Financial Statements

           Condensed Consolidated Balance Sheets -
           as of September 30, 2004 and December 31, 2003                      1

           Condensed Consolidated Statements of Operations -
           three months ended September 30, 2004 and 2003                      3

           Condensed Consolidated Statements of Operations -
           nine months ended September 30, 2004 and 2003                       4

           Condensed Consolidated Statements of Cash Flows -
           nine months ended September 30, 2004 and 2003                       5

           Condensed Consolidated Statements of Stockholders'
           Equity and Comprehensive Income -
           nine months ended September 30, 2004 and 2003                       6

           Notes to Condensed Consolidated Financial Statements                7


Item 2     Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                          14

Item 3     Quantitative and Qualitative Disclosures about Market Risk         26

Item 4     Controls and Procedures                                            27

PART II - Other Information

Item 1     Legal Proceedings                                                  27

Item 6     Exhibits                                                           29




PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

EMCOR Group, Inc. and Subsidiaries


CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
- --------------------------------------------------------------------------------
                                                September 30,       December 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 and 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
                                               ==========           ==========

See Notes to Condensed Consolidated Financial Statements.




EMCOR Group, Inc. and Subsidiaries


CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
- --------------------------------------------------------------------------------
                                                   September 30,    December 31,
                                                       2004            2003
                                                   (Unaudited)
- --------------------------------------------------------------------------------
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 liabilities                              1,348,977        1,273,891
                                                    ----------       ----------

Stockholders' equity:
  Preferred stock, $0.10 par value, 1,000,000 shares
      authorized, zero issued and outstanding               --               --
  Common stock, $0.01 par value, 30,000,000 shares
      authorized, 16,246,048 and 16,155,844 shares
      issued, respectively                                 162              162
  Capital surplus                                      317,530          316,729
  Accumulated other comprehensive income                 1,992            1,257
  Retained earnings                                    242,549          219,921
  Treasury stock, at cost 1,087,891 and 1,123,651
      shares, respectively                             (16,733)         (16,713)
                                                    ----------       ----------
      Total stockholders' equity                       545,500          521,356
                                                    ----------       ----------
Total liabilities and stockholders' equity          $1,894,477       $1,795,247
                                                    ==========       ==========

See Notes to Condensed Consolidated Financial Statements.


EMCOR Group, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)(Unaudited)
- --------------------------------------------------------------------------------
Three months ended September 30,                       2004             2003
- --------------------------------------------------------------------------------
Revenues                                            $1,215,911       $1,157,588
Cost of sales                                        1,100,931        1,039,382
                                                    ----------       ----------
Gross profit                                           114,980          118,206
Selling, general and administrative expenses            97,616          104,671
Restructuring expenses                                     617               --
Gain on sale of assets                                   2,839               --
                                                    ----------       ----------
Operating  income                                       19,586           13,535
Interest expense, net                                   (2,132)          (1,987)
Gain on sale of equity investment                        1,844               --
                                                    ----------       ----------
Income before income taxes                              19,298           11,548
Income tax provision                                     3,832            5,080
                                                    ----------       ----------
Net income                                          $   15,466       $    6,468
                                                    ==========       ==========
Basic earning per share                             $     1.02       $     0.43
                                                    ==========       ==========
Diluted earnings per share                          $     0.99       $     0.42
                                                    ==========       ==========

See Notes to Condensed Consolidated Financial Statements.


EMCOR Group, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)(Unaudited)
- --------------------------------------------------------------------------------
Nine months ended September 30,                         2004            2003
- --------------------------------------------------------------------------------

Revenues                                            $3,518,210       $3,362,996
Cost of sales                                        3,200,555        3,004,746
                                                    ----------       ----------

Gross profit                                           317,655          358,250
Selling, general and administrative expenses           295,758          320,484
Restructuring expenses                                   5,936               --
Gain on sale of assets                                   2,839               --
                                                    ----------       ----------
Operating  income                                       18,800           37,766
Interest expense, net                                   (5,550)          (5,631)
Gain on sale of equity investment                        1,844               --
                                                    ----------       ----------
Income before income taxes                              15,094           32,135
Income tax (benefit) provision                          (7,534)          14,138
                                                    ----------       ----------
Net income                                          $   22,628       $   17,997
                                                    ==========       ==========
Basic earning per share                             $     1.49       $     1.20
                                                    ==========       ==========
Diluted earnings per share                          $     1.46       $     1.16
                                                    ==========       ==========

See Notes to Condensed Consolidated Financial Statements.


EMCOR Group, Inc. and Subsidiaries

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)(Unaudited)
- --------------------------------------------------------------------------------
Nine months ended September 30,                              2004         2003
- --------------------------------------------------------------------------------
Cash flows from operating activities:
  Net income                                           $    22,628  $    17,997
  Depreciation and amortization                             15,635       15,986
  Amortization of identifiable intangibles                   2,583        2,284
  Deferred income taxes                                     13,573           --
  Gain on sale of assets and equity investment              (4,683)          --
  Other non-cash expenses                                    2,508        5,279
  Changes in operating assets and liabilities, excluding
    the effect of businesses acquired                      (15,591)     (94,732)
                                                       -----------  -----------
Net cash provided by (used in) operating activities         36,653      (53,186)
                                                       -----------  -----------

Cash flows from investing activities:
  Payments for acquisitions of businesses, net of
    cash acquired, and related earn-out agreements          (1,506)      (3,127)
  Proceeds from sale of assets and equity investment        10,061           --
  Proceeds from sale of property, plant and equipment        2,671          521
  Purchase of property, plant and equipment                 (9,774)     (13,388)
  Net disbursements related to other investments            (4,176)      (4,366)
                                                       -----------  -----------
Net cash used in investing activities                       (2,724)     (20,360)
                                                       -----------  -----------

Cash flows from financing activities:
  Proceeds from working capital credit lines             1,036,250    1,199,483
  Repayments of working capital credit lines            (1,048,350)  (1,116,504)
  Net repayments for long-term debt                            (96)     (22,204)
  Net borrowings for capital lease obligations                  17          189
  Net proceeds from exercise of stock options                1,015        1,641
                                                       -----------  -----------
Net cash (used in) provided by financing activities        (11,164)      62,605
                                                       -----------  -----------
Increase (decrease) in cash and cash equivalents            22,765      (10,941)
Cash and cash equivalents at beginning of year              78,260       93,103
                                                       -----------  -----------
Cash and cash equivalents at end of period             $   101,025  $    82,162
                                                       ===========  ===========

Supplemental cash flow information:
  Cash paid for:
    Interest                                           $     6,015  $     5,321
    Income taxes                                       $     4,491  $    13,048

See Notes to Condensed Consolidated Financial Statements.


EMCOR Group, Inc. and Subsidiaries



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
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                
Balance, January 1,  2003          $489,870      $161      $312,393    $(5,148)      $199,300      $(16,836)
  Net income                         17,997        --            --         --         17,997            --          $17,997
  Foreign currency translation
     adjustments                      5,061        --            --      5,061             --            --            5,061
                                                                                                                     -------
  Comprehensive income                   --        --            --         --             --            --          $23,058
                                                                                                                     =======
  Common stock issued under
     stock option plans               1,641        --         1,602         --             --            39
  Value of Restricted Stock
     Units (2)                        1,434        --         1,434         --             --            --
                                   --------      ----      --------    -------       --------      --------
Balance, September 30, 2003        $516,003      $161      $315,429    $   (87)      $217,297      $(16,797)
                                   ========      ====      ========    =======       ========      ========

Balance, January 1,  2004          $521,356      $162      $316,729    $ 1,257       $219,921      $(16,713)
  Net income                         22,628        --            --         --         22,628            --          $22,628
  Foreign currency translation
     adjustments                        735        --            --        735             --            --              735
                                                                                                                     -------
  Comprehensive income                   --        --            --         --             --            --          $23,363
                                                                                                                     =======
  Issuance of treasury stock
     for restricted stock units (3)      --        --          (836)        --             --           836
  Treasury stock, at cost (4)          (856)       --            --         --             --          (856)
  Common stock issued under
     stock option plans                 969        --           969         --             --            --
  Value of Restricted Stock
     Units (2)                          668        --           668         --             --            --
                                   --------      ----      --------    -------       --------      --------
Balance, September 30, 2004        $545,500      $162      $317,530    $ 1,992       $242,549      $(16,733)
                                   ========      ====      ========    =======       ========      ========


(1)  Represents cumulative foreign currency translation  adjustments and minimum
     pension liability adjustments.
(2)  Shares of common stock will be issued in respect of restricted  stock units
     granted  pursuant  to EMCOR's  Executive  Stock  Bonus  Plan.  This  amount
     represents the value of restricted stock units at the date of grant.
(3)  Represents  common stock  transferred  at cost from treasury stock upon the
     vesting of restricted stock units.
(4)  Represents value of shares of common stock withheld by EMCOR for income tax
     withholding requirements upon the vesting of restricted stock units.

See Notes to Condensed Consolidated Financial Statements.



EMCOR Group, Inc and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE A Basis of Presentation

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

In the  opinion of EMCOR,  the  accompanying  unaudited  condensed  consolidated
financial  statements  contain  all  adjustments  (consisting  only of a  normal
recurring  nature)  necessary to present fairly the financial  position of EMCOR
and the results of its  operations.  The results of operations for the three and
nine month periods ended  September 30, 2004 are not  necessarily  indicative of
the results to be expected for the year ending December 31, 2004.

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

NOTE B Earnings Per Share

Calculation of Basic and Diluted Earnings per share

The following tables summarize EMCOR's calculation of Basic and Diluted Earnings
per Share ("EPS") for the three and nine month periods ended  September 30, 2004
and 2003:

                                                    Three months ended
                                                    September 30, 2004
                                          --------------------------------------
                                             Income       Shares      Per Share
                                           (Numerator) (Denominator)   Amount
                                          --------------------------------------

Basic EPS
Income available to common stockholders   $15,466,000   15,202,938     $1.02
                                                                       =====

Effect of Dilutive Securities:
     Options                                       --      359,666
                                          -----------   ----------
Diluted EPS                               $15,466,000   15,562,604     $0.99
                                          ===========   ==========     =====

                                                     Nine months ended
                                                    September 30, 2004
                                          --------------------------------------
                                             Income       Shares      Per Share
                                           (Numerator) (Denominator)   Amount
                                          --------------------------------------
Basic EPS
Income available to common stockholders   $22,628,000   15,178,938     $1.49
                                                                       =====
Effect of Dilutive Securities:
     Options                                       --      372,698
                                          -----------   ----------
Diluted EPS                               $22,628,000   15,551,636     $1.46
                                          ===========   ==========     =====


EMCOR Group, Inc and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE B Earnings Per Share - (continued)

                                                    Three months ended
                                                    September 30,  2003
                                          --------------------------------------
                                             Income       Shares       Per Share
                                           (Numerator) (Denominator)    Amount
                                          --------------------------------------
Basic EPS
Income available to common stockholders    $6,468,000   15,003,737     $0.43
                                                                       =====
Effect of Dilutive Securities:
     Options                                       --      457,369
                                           ----------   ----------
Diluted EPS                                $6,468,000   15,461,106     $0.42
                                           ==========   ==========     =====



                                                     Nine months ended
                                                    September 30, 2003
                                          --------------------------------------
                                             Income       Shares       Per Share
                                           (Numerator)  (Denominator)   Amount
                                          --------------------------------------
Basic EPS
Income available to common stockholders   $17,997,000   14,974,590     $1.20
                                                                       =====
Effect of Dilutive Securities:
     Options                                       --      497,121
                                          -----------   ----------
Diluted EPS                               $17,997,000   15,471,711     $1.16
                                          ===========   ==========     =====

There were 850,078 anti-dilutive stock options that were required to be excluded
from the  calculation  of diluted EPS for both the three and nine month  periods
ended  September  30,  2004,  respectively.   There  were  425,499  and  227,730
anti-dilutive  stock  options  that  were  required  to  be  excluded  from  the
calculation of diluted EPS for the three and nine month periods ended  September
30, 2003, respectively.

NOTE C Valuation of Stock Option Grants

EMCOR has stock-based  compensation plans and programs. EMCOR applies Accounting
Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to  Employees"
("APB 25") and related  interpretations  in  accounting  for its stock  options.
Accordingly,  no  compensation  cost has  been  recognized  in the  accompanying
Condensed  Consolidated  Statements of  Operations  for the three and nine month
periods ended  September  30, 2004 and 2003 in respect of stock options  granted
during  those  periods  inasmuch as EMCOR  grants  stock  options at fair market
value. Had compensation  cost for these options been determined  consistent with
SFAS 123, "Accounting for Stock-Based  Compensation",  EMCOR's net income, basic
earnings per share ("Basic EPS") and diluted  earnings per share ("Diluted EPS")
would have been reduced from the "as reported  amounts"  below to the "pro forma
amounts" (in thousands, except per share amounts):



EMCOR Group, Inc and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE C Valuation of Stock Option Grants - (continued)



                                                                       For the three months            For the nine months
                                                                        ended September 30,             ended September 30,
                                                                  ------------------------------------------------------------------
                                                                          2004            2003            2004            2003
                                                                  ------------------------------------------------------------------
  Net income:
                                                                                                            
  As reported                                                           $15,466         $6,468          $22,628         $17,997
  Less: Total stock-based compensation expense determined
     under fair value based method, net of related tax effects               48             --            1,058           1,028
                                                                        -------         ------          -------         -------
  Pro forma                                                             $15,418         $6,468          $21,570         $16,969
                                                                        =======         ======          =======         =======

Basic EPS:
  As reported                                                           $  1.02         $ 0.43          $  1.49         $  1.20
  Pro forma                                                             $  1.01         $ 0.43          $  1.42         $  1.13
Diluted EPS:
  As reported                                                           $  0.99         $ 0.42          $  1.46         $  1.16
  Pro forma                                                             $  0.99         $ 0.42          $  1.39         $  1.10

Common Stock


As of September 30, 2004 and December 31, 2003, 15,158,157 and 15,032,193 shares
of EMCOR common stock were outstanding, respectively.

NOTE D Segment Information

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


EMCOR Group, Inc and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE D Segment Information -(continued)


                                                                                         For the three months ended Sept. 30,
                                                                                      ----------------------------------------
                                                                                             2004                  2003
                                                                                      ----------------------------------------
Revenues from unrelated entities:
                                                                                                          
  United States electrical construction and facilities services                          $  330,522             $  354,341
  United States mechanical construction and facilities services                             463,921                422,015
  United States facilities services                                                         181,361                162,474
                                                                                         ----------             ----------
  Total United States operations                                                            975,804                938,830
  Canada construction and facilities services                                                66,320                 83,222
  United Kingdom construction and facilities services                                       173,787                135,536
  Other international construction and facilities services                                       --                     --
                                                                                         ----------             ----------
  Total worldwide operations                                                             $1,215,911             $1,157,588
                                                                                         ==========             ==========



                                                                                         For the three months ended Sept. 30,
                                                                                      ----------------------------------------
                                                                                             2004                  2003
                                                                                      ----------------------------------------
Total revenues:
                                                                                                          
  United States electrical construction and facilities services                          $  332,551             $  358,721
  United States mechanical construction and facilities services                             467,468                426,111
  United States facilities services                                                         181,575                162,760
  Less intersegment revenues                                                                 (5,790)                (8,762)
                                                                                         ----------             ----------
  Total United States operations                                                            975,804                938,830
  Canada construction and facilities services                                                66,320                 83,222
  United Kingdom construction and facilities services                                       173,787                135,536
  Other international construction and facilities services                                       --                     --
                                                                                         ----------             ----------
  Total worldwide operations                                                             $1,215,911             $1,157,588
                                                                                         ==========             ==========



                                                                                         For the nine months ended Sept. 30,
                                                                                      ----------------------------------------
                                                                                             2004                  2003
                                                                                      ----------------------------------------
Revenues from unrelated entities:
                                                                                                          
  United States electrical construction and facilities services                          $  908,670             $  930,250
  United States mechanical construction and facilities services                           1,355,660              1,264,606
  United States facilities services                                                         538,883                495,663
                                                                                         ----------             ----------
  Total United States operations                                                          2,803,213              2,690,519
  Canada construction and facilities services                                               207,444                267,548
  United Kingdom construction and facilities services                                       507,553                404,929
  Other international construction and facilities services                                       --                     --
                                                                                         ----------             ----------
  Total worldwide operations                                                             $3,518,210             $3,362,996
                                                                                         ==========             ==========



                                                                                         For the nine months ended Sept. 30,
                                                                                      ----------------------------------------
                                                                                             2004                  2003
                                                                                      ----------------------------------------
Total revenues:
                                                                                                          
  United States electrical construction and facilities services                          $  916,800             $  950,796
  United States mechanical construction and facilities services                           1,375,878              1,271,308
  United States facilities services                                                         539,491                497,026
  Less intersegment revenues                                                                (28,956)               (28,611)
                                                                                         ----------             ----------
  Total United States operations                                                          2,803,213              2,690,519
  Canada construction and facilities services                                               207,444                267,548
  United Kingdom construction and facilities services                                       507,553                404,929
  Other international construction and facilities services                                       --                     --
                                                                                         ----------             ----------
  Total worldwide operations                                                             $3,518,210             $3,362,996
                                                                                         ==========             ==========




EMCOR Group, Inc and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE D Segment Information - (continued)



                                                                                         For the three months ended Sept. 30,
                                                                                      ----------------------------------------
                                                                                             2004                  2003
                                                                                      ----------------------------------------
Operating income (loss):
                                                                                                           
  United States electrical construction and facilities services                           $ 24,316              $ 14,899
  United States mechanical construction and facilities services                             (1,483)                3,688
  United States facilities services                                                          4,831                 5,589
                                                                                          --------              --------
  Total United States operations                                                            27,664                24,176
  Canada construction and facilities services                                               (1,695)                1,350
  United Kingdom construction and facilities services                                        1,220                (3,174)
  Other international construction and facilities services                                     (63)                  131
  Corporate administration                                                                  (9,762)               (8,948)
  Restructuring expenses                                                                      (617)                   --
  Gain on sale of assets                                                                     2,839                    --
                                                                                          --------              --------
  Total worldwide operations                                                                19,586                13,535

Other corporate items:
  Interest expense                                                                          (2,609)               (2,131)
  Interest income                                                                              477                   144
  Gain on sale of equity investment                                                          1,844                    --
                                                                                          --------              --------
  Income before income taxes                                                              $ 19,298              $ 11,548
                                                                                          ========              ========




                                                                                         For the nine months ended Sept. 30,
                                                                                      --------------------------------------
                                                                                             2004                  2003
                                                                                      --------------------------------------
Operating income (loss):
                                                                                                          
  United States electrical construction and facilities services                           $ 50,421              $ 44,017
  United States mechanical construction and facilities services                             (6,331)               14,267
  United States facilities services                                                          7,196                12,328
                                                                                          --------              --------
  Total United States operations                                                            51,286                70,612
  Canada construction and facilities services                                               (2,328)                3,116
  United Kingdom construction and facilities services                                       (1,370)              (10,514)
  Other international construction and facilities services                                     151                    19
  Corporate administration                                                                 (25,842)              (25,467)
  Restructuring expenses                                                                    (5,936)                   --
  Gain on sale of assets                                                                     2,839                    --
                                                                                          --------              --------
  Total worldwide operations                                                                18,800                37,766

Other corporate items:
  Interest expense                                                                          (6,453)               (6,159)
  Interest income                                                                              903                   528
  Gain on sale of equity investment                                                          1,844                    --
                                                                                          --------              --------
  Income before income taxes                                                              $ 15,094              $ 32,135
                                                                                          ========              ========





EMCOR Group, Inc and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE D Segment Information - (continued)



                                                                                        September 30,         December 31,
                                                                                           2004                   2003
                                                                                      --------------------------------------
Total assets:
                                                                                                        
  United States electrical construction and facilities services                         $  406,573            $  362,306
  United States mechanical construction and facilities services                            774,372               771,730
  United States facilities services                                                        293,792               280,512
                                                                                        ----------            ----------
  Total United States operations                                                         1,474,737             1,414,548
  Canada construction and facilities services                                              110,911                98,191
  United Kingdom construction and facilities services                                      219,990               198,397
  Other international construction and facilities services                                   1,405                 4,461
  Corporate administration                                                                  87,434                79,650
                                                                                        ----------            ----------
  Total worldwide operations                                                            $1,894,477            $1,795,247
                                                                                        ==========            ==========


NOTE E Retirement Plans

Components of Net Periodic Pension Benefit Cost

The  components  of net periodic  pension  benefit cost for three and nine month
periods ended September 30, 2004 and 2003 were as follows (in thousands):



                                                                 For the three months                For the nine months
                                                                  ended September 30,                ended September 30,
                                                           -------------------------------------------------------------------
                                                                2004               2003             2004               2003
                                                                ----               ----             ----               ----
                                                                                                         
  Service cost                                                $ 1,031            $ 1,192          $ 3,353            $ 3,576
  Interest cost                                                 2,214              2,016            6,638              6,047
  Expected return on plan assets                               (2,225)            (1,653)          (6,681)            (4,959)
  Amortization of prior service cost                               (2)                (2)              (6)                (6)
  Amortization of net loss                                        348                562            1,044              1,687
                                                              -------            -------          -------            -------
  Net periodic pension benefit cost                           $ 1,366            $ 2,115          $ 4,348            $ 6,345
                                                              =======            =======          =======            =======


Employer Contributions

During 2004, EMCOR's United Kingdom  subsidiary  contributed $5.1 million to its
defined  benefit  pension plan and  anticipates  contributing an additional $2.4
million in the remainder of 2004.

NOTE F Income Taxes

For the three months ended September 30, 2004, the income tax provision was $3.8
million  compared to $5.1 million for the three months ended September 30, 2003.
The income tax provision for the current three month period was comprised of (a)
$8.1 million of income tax provision on pre-tax  earnings of $19.3 million,  (b)
$8.2 million of income tax provision related to a valuation  allowance  recorded
to reduce net  deferred  tax assets  related to net  operating  losses and other
temporary differences of the United Kingdom construction and facilities services
segment inasmuch as there is uncertainty of sufficient  future income to realize
the  benefit of such  deferred  tax assets  and (c) the  partial  offset of such
income tax  provisions  by a $12.5  million  income tax  benefit  for income tax
reserves no longer required based on a current  analysis of probable  exposures.
For the nine months ended  September  30, 2004,  the income tax benefit was $7.5
million,  compared  to an income tax  provision  of $14.1  million  for the nine
months ended  September 30, 2003. In addition to the current  quarter  valuation
allowance and the reversal of income tax reserves,


EMCOR Group, Inc and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTE F Income Taxes - (continued)

the income tax benefit in the 2004 nine month  period  included a first  quarter
reversal of $9.6 million of income tax reserves no longer required,  plus a $6.3
million income tax provision on $15.1 million of income before income taxes. The
provision  on income  before  income  taxes for the three and nine months  ended
September 30, 2004 was recorded at an effective income tax rate of approximately
42% for each period;  and the income  before income taxes for the three and nine
months ended September 30, 2003 was recorded at an effective  income tax rate of
approximately 44%. The decrease in the effective income tax rate for the current
year periods  compared to the prior year periods was  primarily due to increased
income anticipated in certain lower tax rate jurisdictions.

NOTE G Legal Proceedings

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

NOTE H Gain on Sale of Assets and Equity Investment

The gain on sale of assets of $2.8  million for the three and nine months  ended
September  30, 2004 was related to the  September  1, 2004 sale of the assets of
EMCOR's  United  Kingdom   Delcommerce   equipment  rental  services   division.
Concurrent  with the sale,  EMCOR entered into a long-term  agreement to utilize
the equipment rental services of the purchaser. The $1.8 million gain on sale of
an equity  investment for the three and nine months ended September 30, 2004 was
attributable  to the sale of EMCOR's  interest in a South African joint venture,
the  operating  results of which had been  reported  in the Other  international
segment. There were no sales of assets or equity investments in either the three
or nine month periods ended September 30, 2003.



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

Overview

The results of  operations  for each of the three and nine month  periods  ended
September 30, 2004,  compared to results for the same periods in 2003, have been
impacted by certain  strategic  changes initiated by management late in 2003 and
throughout  2004.  Actions taken include a shift in focus toward  private sector
commercial  work,  which shift may result in a temporary  reduction  in revenues
until such construction  spending  increases  significantly;  replacement of the
senior management of the United Kingdom  operations;  and reductions in selling,
general and administrative  expenses in all segments.  EMCOR continues to follow
its  long-term  strategy  of  increasing  revenues  from  multi-year  facilities
services contracts and continues to expect demand for non-residential commercial
construction to gradually improve.

Gross  profit for the three and nine months ended  September  30, 2004 was lower
than in the prior year periods despite greater revenues.  The lower gross profit
was  primarily  due to: (a) poor contract  performance  on certain  construction
work, (b) continued decreased  availability of higher margin discretionary small
project spending and repair and maintenance  work and (c) increased  competition
for, and a related  decrease in gross profit margin on,  commercial,  industrial
and public sector work in the United States.  Positively impacting gross profits
were  reduced  operating  losses  from  the  United  Kingdom   construction  and
facilities  services  segment and  increased  gross  profit  from United  States
transportation  infrastructure,  financial  services and  hospitality  projects.
Selling,  general and  administrative  expenses decreased for the three and nine
months ended  September  30, 2004  compared to the same period in the prior year
primarily due to reduced salary costs and other variable costs  associated  with
reductions in personnel in all segments.

Specific actions with respect to management's strategy that have occurred during
the three months ended  September 30, 2004 include the sale of the assets of the
United Kingdom Delcommerce equipment rental services division for a gain of $2.8
million and the sale of EMCOR's  interest in a South African joint venture for a
gain of $1.8  million.  For the three and nine months ended  September 30, 2004,
restructuring expenses,  primarily related to reductions in selling, general and
administrative expenses, were $0.6 million and $5.9 million, respectively.

Management  believes  it has  positioned  EMCOR to  benefit  from its  strategy;
however,  there is no guarantee  that its strategy will result in  significantly
improved  results if economic  conditions  affecting EMCOR and the  construction
industry generally do not improve.

Operating Segments

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

Results of Operations

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

Revenues

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





                                                                                For the three months ended September 30,
                                                                     --------------------------------------------------------------
                                                                                       % of                          % of
                                                                          2004         Total           2003          Total
                                                                          ----         -----           ----          -----
Revenues:
                                                                                                          
  United States electrical construction and facilities services       $  330,522        27%         $  354,341         31%
  United States mechanical construction and facilities services          463,921        38%            422,015         36%
  United States facilities services                                      181,361        15%            162,474         14%
                                                                      ----------                    ----------
  Total United States operations                                         975,804        80%            938,830         81%
  Canada construction and facilities services                             66,320         6%             83,222          7%
  United Kingdom construction and facilities services                    173,787        14%            135,536         12%
  Other international construction and facilities services                    --        --                  --         --
                                                                      ----------                    ----------
  Total worldwide operations                                          $1,215,911       100%         $1,157,588        100%
                                                                      ==========                    ==========





                                                                                For the nine months ended September 30,
                                                                     --------------------------------------------------------------
                                                                                       % of                          % of
                                                                          2004         Total            2003         Total
                                                                          ----         -----            ----         -----
Revenues:
                                                                                                          
  United States electrical construction and facilities services       $  908,670        26%         $  930,250         28%
  United States mechanical construction and facilities services        1,355,660        39%          1,264,606         38%
  United States facilities services                                      538,883        15%            495,663         15%
                                                                      ----------                    ----------
  Total United States operations                                       2,803,213        80%          2,690,519         80%
  Canada construction and facilities services                            207,444         6%            267,548          8%
  United Kingdom construction and facilities services                    507,553        14%            404,929         12%
  Other international construction and facilities services                    --        --                  --         --
                                                                      ----------                    ----------
  Total worldwide operations                                          $3,518,210       100%         $3,362,996        100%
                                                                      ==========                    ==========


As described below in more detail, revenues for the three months ended September
30, 2004 increased 5.0% to $1.22 billion compared to $1.16 billion for the three
months ended  September 30, 2003.  Revenues for the nine months ended  September
30, 2004 increased 4.6% to $3.52 billion  compared to $3.36 billion for the nine
months ended  September 30, 2003.  This revenue  growth was  principally  due to
increased  work  on  United  States  transportation  infrastructure,   financial
services,  healthcare and hospitality  construction  projects and an increase in
the  number of  site-based  facilities  services  contracts.  The  increases  in
revenues  in the three  and nine  month  periods  in 2004  compared  to the same
periods in 2003 were partially  offset by lower  revenues from power  generation
projects,  office and manufacturing  construction projects,  discretionary small
projects and repair and maintenance work in the United States and lower revenues
from certain power generation and healthcare projects in Canada.

Revenues of the United States  electrical  construction and facilities  services
segment for the three months ended  September 30, 2004  decreased  $23.8 million
compared to the three months ended September 30, 2003.  This segment's  revenues
for the nine months ended September 30, 2004 decreased $21.6 million compared to
the nine months ended September 30, 2003. The decrease in revenues was primarily
due to fewer power generation and manufacturing construction projects, partially
offset by an increase in transportation  infrastructure,  financial services and
hospitality work.

Revenues of the United States  mechanical  construction and facilities  services
segment for the three months ended  September 30, 2004  increased  $41.9 million
compared to the three months ended September 30, 2003.  This segment's  revenues
for the nine months ended September 30, 2004 increased $91.1 million compared to
the nine months  ended  September  30,  2003.  The  increases  in revenues  were
primarily  attributable  to  increased  work  on  healthcare,   hospitality  and
financial services  construction  projects,  partially offset by decreased power
generation  work,  office  work,  discretionary  small  projects  and repair and
maintenance work.

United  States  facilities  services  segment  revenues,   which  include  those
operations  that  principally  provide  consulting  and  maintenance   services,
increased  $18.9 million for the three months ended  September 30, 2004 compared
to the three months ended  September 30, 2003.  This segment's  revenues for the
nine months ended  September 30, 2004  increased  $43.2 million  compared to the
nine months ended  September  30,  2003.  The increase in revenues for the three
month  period  was  primarily  attributable  to  increased  revenues  from  more
site-based facilities services contracts.  The increase in revenues for the nine
month period was primarily  attributable  to increased  revenues from additional
site-based facilities services contracts, partially offset by decreased revenues
as a result of less  discretionary  small  projects  and repair and  maintenance
mobile services work during the first three months of the year.

Revenues of Canada  construction  and  facilities  services  decreased  by $16.9
million for the three  months  ended  September  30, 2004  compared to the three
months ended  September 30, 2003.  This  segment's  revenues for the nine months
ended  September 30, 2004  decreased  $60.1 million  compared to the nine months
ended  September 30, 2003.  These decreases were primarily due to the completion
of  certain  long-term  power  generation  projects  active in the  prior  year.
However, these decreases were partially offset by $3.5 million and $14.6 million
in the three and nine month periods, respectively, of increased revenues related
to changes  in the rates of  exchange  for  Canadian  dollars  to United  States
dollars due to the strengthening of the Canadian dollar.

United Kingdom  construction and facilities  services  revenues  increased $38.3
million for the three  months  ended  September  30, 2004  compared to the three
months ended  September 30, 2003.  This  segment's  revenues for the nine months
ended  September 30, 2004 increased  $102.6 million  compared to the nine months
ended September 30, 2003.  These  increases in revenues were  principally due to
increases  in  transportation  infrastructure  work  and to  increases  of $19.9
million and $58.6  million for the three and nine month  periods,  respectively,
related to changes in the rate of exchange for British  pounds to United  States
dollars due to strengthening of the British pound.

Other  international  construction and facilities services activities consist of
operations  primarily  in the Middle  East and South  Africa  (until the sale of
EMCOR's  interest in a South African  joint venture in July 2004).  During 2004,
all of the  current  projects in these  markets  were being  performed  by joint
ventures,  and  accordingly,  the results of these joint venture  operations are
accounted for under the equity method of accounting  because EMCOR has less than
majority ownership.  Therefore, revenues attributable to such joint ventures are
not  reflected  as  revenues in the  consolidated  financial  statements.  EMCOR
continues  to  pursue  new  business  selectively  in  the  Middle  East  and in
Continental  Europe;  however,  the availability of opportunities there has been
significantly reduced as a result of local economic factors.

Cost of sales and Gross profit

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

                                                 For the three months ended
                                                        September 30,
                                              ----------------------------------
                                                 2004                   2003
                                                 ----                   ----
Cost of sales..............................   $1,100,931             $1,039,382
Gross profit...............................      114,980                118,206
Gross profit, as a percentage of revenues..          9.5%                  10.2%

                                                 For the nine months ended
                                                        September 30,
                                              ----------------------------------
                                                 2004                   2003
                                                 ----                   ----
Cost of sales..............................   $3,200,555             $3,004,746
Gross profit...............................      317,655                358,250
Gross profit, as a percentage of revenues..          9.0%                  10.7%

Gross  profit  (revenues  less cost of sales)  decreased  $3.2 million and $40.6
million for the three and nine months ended  September  30, 2004 compared to the
three and nine months ended September 30, 2003, respectively.  Gross profit as a
percentage  of revenues was 9.5% for the three months ended  September  30, 2004
compared to 10.2% for the three months ended September 30, 2003. Gross profit as
a percentage  of revenues was 9.0% for the nine months ended  September 30, 2004
compared to 10.7% for the nine months ended September 30, 2003. Gross profit for
the 2004 three and nine month  periods was lower than in the prior year periods,
despite greater  revenues than in the prior year periods,  primarily due to: (a)
poor contract  performance on certain  construction work related to greater than
originally  estimated  labor  requirements  to  perform  the work and  continued
reduced labor  productivity due to the uncertain  construction  job market,  (b)
continued  decreased  availability of higher margin  discretionary small project
spending and repair and maintenance work and (c) increased  competition for, and
a related  decrease in gross profit margin on commercial,  industrial and public
sector  work in the  United  States.  Additionally,  in the  nine  months  ended
September  30, 2004  compared to the same prior year  period,  gross  profit was
adversely  impacted by  unprofitable  performance  on certain  power  generation
projects due to labor  requirements  in excess of original  estimates  and other
factors.  Positively  impacting  gross  margin  during  the three and nine month
periods ended September 30, 2004 were reduced  operating  losses from the United
Kingdom  construction  and  facilities  services  segment  when  compared to the
corresponding  three  and  nine  month  periods  ended  September  30,  2003 and
increased gross profit from  transportation  infrastructure,  financial services
and  hospitality  projects.  Total gross profit  increased $1.9 million and $5.3
million for the three and nine months ended  September  30, 2004,  respectively,
due to changes in the rate of exchange for foreign  currencies  to United States
dollars compared to the same periods in the prior year.

Selling, general and administrative expenses

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


                                                     For the three months ended
                                                            September 30,
                                                    ----------------------------
                                                         2004            2003
                                                         ----            ----
Selling, general and administrative expenses........   $97,616         $104,671
Selling, general and administrative expenses,
  as a percentage of revenues.......................       8.0%             9.0%


                                                     For the nine months ended
                                                            September 30,
                                                    ----------------------------
                                                         2004            2003
                                                         ----            ----
Selling, general and administrative expenses........  $295,758         $320,484
Selling, general and administrative expenses,
  as a percentage of revenues.......................       8.4%             9.5%


Selling, general and administrative expenses for the three and nine months ended
September  30, 2004  decreased  $7.1 million and $24.7  million  compared to the
three and nine months ended September 30, 2003,  respectively.  Selling, general
and administrative  expenses as a percentage of revenues were 8.0% for the three
months ended  September  30,  2004,  compared to 9.0% for the three months ended
September  30,  2003,  and 8.4% for the nine months  ended  September  30, 2004,
compared to 9.5% for the nine months ended  September 30, 2003. The decreases in
selling, general and administrative expenses both in dollars and as a percentage
of  revenues  compared  to the same  periods  in the  prior  year was  primarily
attributable  to reduced salary costs and other variable costs  associated  with
reductions in personnel.  Selling, general and administrative expenses increased
$1.7  million  and $5.4  million  for the three  and nine  month  periods  ended
September  30,  2004,  respectively,  due to changes in the rate of exchange for
foreign  currencies to United States dollars compared to the same periods in the
prior year.

Restructuring expenses

Restructuring  expenses,  primarily relating to employee severance  obligations,
were $0.6 million and $5.9 million for the three and nine months ended September
30, 2004. Approximately $5.3 million of the restructuring  obligations were paid
prior to September 30, 2004. EMCOR anticipates paying approximately $0.1 million
of these  remaining  obligations  in fiscal 2004 and $0.5  million,  thereafter.
There  were no  restructuring  expenses  for the  three  and nine  months  ended
September 30, 2003.

Gain on sale of assets and equity investment

The gain on sale of assets of $2.8  million for the three and nine months  ended
September  30, 2004 was related to the  September  1, 2004 sale of the assets of
EMCOR's  United  Kingdom   Delcommerce   equipment  rental  services   division.
Concurrent  with the sale,  EMCOR entered into a long-term  agreement to utilize
the equipment rental services of the purchaser. The $1.8 million gain on sale of
an equity  investment for the three and nine months ended September 30, 2004 was
attributable  to the sale of EMCOR's  interest in a South African joint venture,
the  operating  results of which had been  reported  in the Other  international
segment. There were no sales of assets or equity investments in either the three
or nine month periods ended September 30, 2003.


Operating income

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



                                                                            For the three months ended September 30,
                                                                   ---------------------------------------------------------
                                                                                    % of                           % of
                                                                                  Segment                        Segment
                                                                      2004        Revenues            2003       Revenues
                                                                      ----        --------            ----       --------
Operating income (loss):
                                                                                                        
  United States electrical construction and facilities services      $24,316         7.4%            $14,899        4.2%
  United States mechanical construction and facilities services       (1,483)       (0.3)%             3,688        0.9%
  United States facilities services                                    4,831         2.7%              5,589        3.4%
                                                                     -------                         -------
  Total United States operations                                      27,664         2.8%             24,176        2.6%
  Canada construction and facilities services                         (1,695)       (2.6)%             1,350        1.6%
  United Kingdom construction and facilities services                  1,220         0.7%             (3,174)      (2.3)%
  Other international construction and facilities services               (63)                            131
  Corporate administration                                            (9,762)                         (8,948)
  Restructuring expenses                                                (617)                             --
  Gain on sale of assets                                               2,839                              --
                                                                     -------                         -------
  Total worldwide operations                                          19,586         1.6%             13,535        1.2%

Other corporate items:
  Interest expense                                                    (2,609)                         (2,131)
  Interest income                                                        477                             144
  Gain on sale of equity investment                                    1,844                              --
                                                                     -------                          ------
  Income before income taxes                                         $19,298                         $11,548
                                                                     =======                         =======





                                                                            For the nine months ended September 30,
                                                                   ---------------------------------------------------------
                                                                                    % of                           % of
                                                                                  Segment                        Segment
                                                                      2004        Revenues            2003       Revenues
                                                                      ----        --------            ----       --------
Operating income (loss) :
                                                                                                        
  United States electrical construction and facilities services      $50,421         5.5%            $44,017        4.7%
  United States mechanical construction and facilities services       (6,331)       (0.5)%            14,267        1.1%
  United States facilities services                                    7,196         1.3%             12,328        2.5%
                                                                     -------                         -------
  Total United States operations                                      51,286         1.8%             70,612        2.6%
  Canada construction and facilities services                         (2,328)       (1.1)%             3,116        1.2%
  United Kingdom construction and facilities services                 (1,370)       (0.3)%           (10,514)      (2.6)%
  Other international construction and facilities services               151                              19
  Corporate administration                                           (25,842)                        (25,467)
  Restructuring expenses                                              (5,936)                             --
  Gain on sale of assets                                               2,839                              --
                                                                     -------                         -------
  Total worldwide operations                                          18,800         0.5%             37,766        1.1%

Other corporate items:
  Interest expense                                                    (6,453)                         (6,159)
  Interest income                                                        903                             528
  Gain on sale of equity investment                                    1,844                              --
                                                                     -------                         -------
  Income before income taxes                                         $15,094                         $32,135
                                                                     =======                         =======


As described below in more detail,  operating  income  increased by $6.1 million
for the three months ended September 30, 2004 compared to the three month period
ended September 30, 2003.  Operating  income  decreased by $19.0 million for the
nine months  ended  September  30, 2004  compared to the nine month period ended
September 30, 2003.

United States electrical  construction and facilities  services operating income
for the three months ended September 30, 2004 increased $9.4 million compared to
the three months ended September 30, 2003. This segment's  operating  income for
the nine months ended September 30, 2004 increased $6.4 million  compared to the
nine months  ended  September  30,  2003.  Generally,  the  segment's  increased
operating  income  in  the  current  year  three  and  nine  month  periods  was
attributable  to  increased  gross  profit  on  transportation   infrastructure,
financial services, and hospitality construction projects.  Selling, general and
administrative  expenses  decreased  in both the  three and nine  month  periods
primarily due to decreased salary costs and other variable costs associated with
reductions in personnel.

United States mechanical construction and facilities services operating loss for
the three months ended September 30, 2004 was $1.5 million compared to operating
income of $3.7 million for the three months ended  September  30, 2003.  For the
nine months ended September 30, 2004, this segment had an operating loss of $6.3
million  compared to $14.3 million of operating income for the nine months ended
September 30, 2003. The segment's  reduced  operating  income for both the three
and nine month  periods was  primarily  attributable  to: (a)  decreases  in the
recovery of estimated costs upon completion of certain projects,  principally in
the Western United States, (b) poor contract performance on certain construction
work related to greater labor requirements than originally  estimated to perform
the  work  and  continued  reduced  labor  productivity  due  to  the  uncertain
construction  job  market,  (c) a  continued  decrease  in the  availability  of
generally  more   profitable   discretionary   small  projects  and  repair  and
maintenance  work  due  to  general  economic  conditions  negatively  impacting
commercial  construction  spending  and (d)  increased  competition  for,  and a
related  decrease in gross profit margin on,  commercial,  industrial and public
sector  work.  Partially  offsetting  these  operating  results  were  decreased
selling,  general and  administrative  expenses  attributable  to reduced salary
costs and other variable costs  associated  with  reductions in personnel and to
reduced incentive compensation due to less favorable financial performance.

United States  facilities  services  operating income for the three months ended
September  30, 2004  decreased  $0.8 million  compared to the three months ended
September  30, 2003.  Operating  income for the nine months ended  September 30,
2004  decreased  $5.1 million  compared to the nine months ended  September  30,
2003.  For the three months  ended  September  30,  2004,  compared to the three
months ended  September  30, 2003,  there was a decrease in revenues  from,  and
profits earned, on discretionary  small projects and repair and maintenance work
due to general economic conditions negatively impacting commercial  construction
spending and an increase in expenses for site-based facilities services business
development.  For the nine months ended September 30, 2004, compared to the same
period in 2003, the decrease in operating income was due to the following: (a) a
reduction in discretionary  small projects and repair and maintenance  work, (b)
approximately  $2.3  million of losses  during the first three months of 2004 on
certain  construction  projects,  outside  of  the  normal  facilities  services
operations of this segment,  that were  contracted for by  subsidiaries  in this
segment prior to their acquisition by EMCOR and (c) increased  expenses incurred
for  site-based  facilities  services  business  development.  The  decrease  in
operating  income in the current  year  periods was only  partially  offset by a
reduction in selling,  general and administrative  expenses related to decreased
salary costs and other variable costs associated with reductions in personnel.

Canada  construction and facilities services operating loss for the three months
ended September 30, 2004 was $1.7 million  compared to operating  income of $1.4
million for the three months ended  September 30, 2003.  Operating  loss for the
nine months  ended  September  30, 2004 was $2.3  million  compared to operating
income of $3.1 million for the nine months ended September 30, 2003. The reduced
operating income for both the three and nine month periods compared to the prior
year  comparable  periods was  primarily  due to (a) the  completion  of certain
long-term  power  generation  projects  active  in the  prior  year and (b) poor
contract performance on certain other construction work related to greater labor
requirements than originally  estimated to perform the work.  Exchange rates did
not have a significant  impact on reported operating losses for either the three
or nine month periods  ended  September 30, 2004 compared to the same periods in
the prior year.

United Kingdom  construction  and facilities  services  operating income for the
three months  ended  September  30, 2004 was $1.2 million  compared to operating
losses of $3.2 million for the three months ended September 30, 2003.  Operating
losses for the nine months ended  September  30, 2004 and 2003 were $1.4 million
and $10.5  million,  respectively.  These  decreases  in  operating  losses were
attributable  to  reductions  in selling,  general and  administrative  expenses
related to a reorganization of the United Kingdom operations in late 2003 and an
improvement  in the 2004 gross profit as the  contracts  causing large losses in
2003 were substantially completed by December 31, 2003. The 2003 losses had been
the result of several unfavorable project close-outs and poor labor performance.
Exchange rates did not have a significant  impact on reported  operating  losses
for either the three or nine month periods ended  September 30, 2004 compared to
the same periods in the prior year.

Other  international  construction and facilities  services  realized  operating
losses of $0.06  million  for the three  months  ended  September  30,  2004 and
operating  income of $0.2 million for the nine months ended  September 30, 2004,
compared to operating income of $0.1 million and $0.02 million for the three and
nine months ended  September 30, 2003,  respectively.  EMCOR continues to pursue
new business  selectively in the Middle East as well as in  Continental  Europe;
however,  the availability of opportunities has been significantly  reduced as a
result of local economic factors.

Corporate  administration  expense  increased  $0.8 million for the three months
ended September 30, 2004, compared to the three months ended September 30, 2003.
Corporate  administration  expense  increased  $0.4  million for the nine months
ended September 30, 2004,  compared to the nine months ended September 30, 2003.
The increase in expense for the three and nine month  periods was  primarily due
to increased  marketing  expenditures  partially  offset by selected  other cost
reductions.

Restructuring  expenses,  primarily relating to employee severance  obligations,
were $0.6  million and $5.9 for the three and nine months  ended  September  30,
2004. There were no  restructuring  expenses for the three and nine months ended
September 30, 2003.

The gain on sale of assets of $2.8  million for the three and nine months  ended
September  30, 2004 was related to the  September  1, 2004 sale of the assets of
EMCOR's  United  Kingdom   Delcommerce   equipment  rental  services   division.
Concurrent  with the sale,  EMCOR entered into a long-term  agreement to utilize
the equipment rental services of the purchaser. The $1.8 million gain on sale of
an equity  investment for the three and nine months ended September 30, 2004 was
attributable  to the sale of EMCOR's  interest in a South African joint venture,
the  operating  results of which had been  reported  in the Other  international
segment.  There was no sale of assets or equity  investments in either the three
or nine month periods ended September 30, 2003.

Interest expense for the three months ended September 30, 2004 and 2003 was $2.6
million and $2.1 million,  respectively,  and interest  expense was $6.5 million
and  $6.2  million  for the nine  months  ended  September  30,  2004 and  2003,
respectively.  Interest income for the three months ended September 30, 2004 and
2003 was $0.5 million and $0.1 million,  respectively,  and interest  income was
$0.9 million and $0.5 million for the nine month  periods  ended  September  30,
2004 and 2003,  respectively.  Changes in the interest rate on borrowings and on
cash  invested did not have a significant  impact on interest  expense or income
during the three or nine months ended  September  30, 2004  compared to the 2003
periods.

For the three months ended September 30, 2004, the income tax provision was $3.8
million  compared to $5.1 million for the three months ended September 30, 2003.
The income tax provision for the current three month period was comprised of (a)
$8.1 million of income tax provision on pre-tax  earnings of $19.3 million,  (b)
$8.2 million of income tax provision related to a valuation  allowance  recorded
to reduce net  deferred  tax assets  related to net  operating  losses and other
temporary differences of the United Kingdom construction and facilities services
segment inasmuch as there is uncertainty of sufficient  future income to realize
the  benefit of such  deferred  tax assets  and (c) the  partial  offset of such
income tax  provisions  by a $12.5  million  income tax  benefit  for income tax
reserves no longer required based on a current  analysis of probable  exposures.
For the nine months ended  September  30, 2004,  the income tax benefit was $7.5
million,  compared  to an income tax  provision  of $14.1  million  for the nine
months ended  September 30, 2003. In addition to the current  quarter  valuation
allowance and the reversal of income tax reserves, the income tax benefit in the
2004 nine month  period  included a first  quarter  reversal of $9.6  million of
income tax reserves no longer required, plus a $6.3 million income tax provision
on $15.1 million of income  before income taxes.  The provision on income before
income taxes for the three and nine months ended September 30, 2004 was recorded
at an effective  income tax rate of approximately  42% for each period;  and the
income  before  income taxes for the three and nine months ended  September  30,
2003 was  recorded at an  effective  income tax rate of  approximately  44%. The
decrease in the effective  income tax rate for the current year periods compared
to the prior year periods was primarily due to increased  income  anticipated in
certain lower tax rate jurisdictions.

EMCOR's  contract  backlog at September 30, 2004 was $2.96  billion  compared to
$3.11  billion of contract  backlog at  September  30, 2003.  The $0.15  billion
decrease was primarily due to a $0.2 billion total decrease in the United States
electrical  construction and facilities  services,  the United States mechanical
construction and facilities  services and the Canada construction and facilities
services  segments'  backlog,  partially  offset by  increases in backlog in the
United States facilities services and United Kingdom construction and facilities
services segments.

EMCOR's  contract  backlog  was $2.96  billion at  September  30, 2004 and $3.03
billion at December 31, 2003. The $0.07 billion  decrease was primarily due to a
$0.16 billion total decrease in the United States  mechanical  construction  and
facilities  services,  the Canada  construction and facilities  services and the
United Kingdom construction and facilities services segments' backlog, partially
offset by increases in backlog in the United States electrical  construction and
facilities services and the United States facilities services segments.

Liquidity and Capital Resources

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

                                                       For the nine months ended
                                                            September 30,
                                                       -------------------------
                                                              2004       2003
                                                              ----       ----
Net cash provided by (used in) operating activities......  $ 36,653    $(53,186)
Net cash used in investing activities....................  $ (2,724)   $(20,360)
Net cash (used in) provided by financing activities......  $(11,164)   $ 62,605

EMCOR's  consolidated cash balance increased by approximately $22.8 million from
$78.3 million at December 31, 2003 to $101.0  million at September 30, 2004. For
the nine months ended  September 30, 2004, the $36.7 million of cash provided by
operating  activities was primarily  attributable to net income of $22.7 million
and  net  non-cash  expenses  of  $29.6  million  (primarily   depreciation  and
amortization  expense and an increase in net deferred income taxes less gains on
the sales of assets and equity investment),  partially offset by net payments of
accounts  payable  and other  accrued  expenses of $15.6  million.  For the nine
months ended  September  30, 2003,  $53.2  million of cash was used in operating
activities  primarily  due to the shift toward  increased  public sector work in
2003,  which work typically  involves larger  projects and  significant  working
capital  requirements until initial billing milestones can be reached.  Net cash
used in investing activities of $2.7 million for the nine months ended September
30, 2004 decreased $17.6 million compared to $20.4 million in the same period in
the prior  year  primarily  due to  proceeds  from the sale of assets and equity
investment  of  $10.1  million  in  2004,  increased  proceeds  from the sale of
property, plant and equipment of $2.2 million,  decreased purchases of property,
plant and  equipment of $3.6  million and  decreased  earn-out  payments of $1.6
million as nearly all earn-out  periods  provided for in acquisition  agreements
have  expired.  Net cash used in financing  activities  of $11.2 million for the
nine  months  ended  September  30,  2004  was  primarily  attributable  to  net
repayments  under the working  capital  credit line,  compared to net borrowings
under the working capital credit line in 2003.



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

                                                                                                      
Other long-term debt                                 $  0.5         $  0.1          $  0.2          $ 0.2            $  --
Capital lease obligations                               0.4            0.2             0.2             --               --
Operating leases                                      149.7           36.4            52.2           27.2             33.9
Minimum funding requirement for pension plan            7.5            7.5              --             --               --
Open purchase obligations (1)                         659.3          482.1           168.0            9.2               --
Other long-term obligations (2)                       106.4             --           106.4             --               --
                                                     ------         ------          ------          -----            -----
Total Contractual Obligations                        $923.8         $526.3          $327.0          $36.6            $33.9
                                                     ======         ======          ======          =====            =====






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

                                                                                                      
Revolving credit facility (3)                        $127.3         $  --           $127.3          $  --           $  --
Letters of credit                                      50.0            --             50.0             --              --
Guarantees                                             25.0            --               --             --            25.0
                                                     ------         -----           ------          -----           -----
Total Commercial Obligations                         $202.3         $  --           $177.3          $  --           $25.0
                                                     ======         =====           ======          =====           =====


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

EMCOR's revolving credit agreement (the "Revolving  Credit  Facility")  provides
for a credit facility of $350.0  million.  As of September 30, 2004 and December
31, 2003, EMCOR had approximately  $50.0 million and $42.9 million of letters of
credit  outstanding,  respectively,  under the Revolving  Credit  Facility.  The
amounts  borrowed under the Revolving  Credit  Facility as of September 30, 2004
and December 31, 2003 were $127.3 million and $139.4 million, respectively.

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


EMCOR is  contingently  liable to sureties in respect of performance and payment
bonds issued by sureties, usually at the request of customers in connection with
construction  projects,  which secure EMCOR payment and performance  obligations
under contracts for such projects.  In addition,  at the request of labor unions
representing EMCOR employees, bonds are sometimes provided to secure obligations
for wages and benefits  payable to or for such  employees.  As of September  30,
2004, sureties had issued bonds for the account of EMCOR in the aggregate amount
of  approximately  $1.7  billion.  The bonds are issued by EMCOR's  sureties  in
return for a premium,  which varies  depending on the size and type of bond. The
largest  individual bond is  approximately  $170.0 million.  EMCOR has agreed to
indemnify  the sureties for any payments made by them in respect of bonds issued
on EMCOR's behalf.

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

The primary  source of liquidity for EMCOR has typically  been, and is generally
expected to continue to be, cash generated by operating  activities.  EMCOR also
maintains  the  Revolving  Credit  Facility  that may be  utilized,  among other
things,  to meet  short-term  liquidity  needs in the event  cash  generated  by
operating activities is insufficient,  or to enable EMCOR to seize opportunities
to participate in joint ventures or to make acquisitions that may require access
to cash on short  notice  or for any  other  reason.  EMCOR  may  also  increase
liquidity  through  an equity  offering  or other debt  instruments.  Short-term
changes in macroeconomic trends may have an effect, positively or negatively, on
liquidity.  In addition to managing borrowings,  EMCOR's focus on the facilities
services  market is intended to provide an additional  buffer  against  economic
downturns  as the  facilities  services  market is  characterized  by annual and
multi-year  contracts that provide a more  predictable  stream of cash flow than
the construction  market.  Short-term liquidity is also impacted by the type and
length  of  construction  contracts  in  place.  During  economic  downturns  in
non-residential commercial construction,  such as during the period 2001 through
September 30, 2004, there are typically fewer  discretionary small projects from
the private  sector,  and companies  such as EMCOR more  aggressively  bid large
long-term  infrastructure and public sector contracts.  Performance of long-term
public sector  contracts  (as opposed to private  sector  short-term  contracts)
typically  requires greater working capital until initial billing milestones are
achieved.  While EMCOR strives to maintain a net  over-billed  position with its
customers,  there can be no  assurance  that a net  over-billed  position can be
maintained.  EMCOR's net  over-billings,  defined as the balance sheet  accounts
billings in excess of costs and estimated earnings on uncompleted contracts less
cost and estimated earnings in excess of billings on uncompleted contracts,  was
$206.9 million and $95.8 million as of September 30, 2004 and December 31, 2003,
respectively.

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

EMCOR believes that current cash balances and borrowing capacity available under
the Revolving Credit Facility or other forms of financing available through debt
or  equity  offerings,   combined  with  cash  expected  to  be  generated  from
operations,  will be sufficient to provide short-term and foreseeable  long-term
liquidity and meet expected capital expenditure requirements.  However, EMCOR is
a party to lawsuits and other proceedings in which other parties seek to recover
from it, or defend the failure to pay to it, amounts ranging from a few thousand
dollars to over $70.0  million.  If EMCOR is not  successful in one or more such
proceedings,  the results could have a material  adverse effect on its financial
position, results of operations and/or cash flows.


Certain Insurance Matters

As  of  September   30,  2004  and  December  31,  2003,   EMCOR  was  utilizing
approximately  $39.4  million  and $37.7  million,  respectively,  of letters of
credit  obtained  under its  revolving  credit  facility as  collateral  for its
insurance obligations.

Application of Critical Accounting Policies

The condensed  consolidated financial statements are based on the application of
significant  accounting  policies,  which require management to make significant
estimates and assumptions. EMCOR's significant accounting policies are described
in  Note  B -  Summary  of  Significant  Accounting  Policies  of the  notes  to
consolidated  financial  statements  included in Item 8 of its annual  report on
Form 10-K for the year ended December 31, 2003. There was no initial adoption of
any  accounting  policies  during the three and nine months ended  September 30,
2004.  EMCOR  believes  that  some of the more  critical  judgment  areas in the
application  of  accounting  policies  that affect its  financial  condition and
results of operations  are  estimates  and  judgments  pertaining to (a) revenue
recognition from (i) long-term  construction  contracts for which the percentage
of completion  method of accounting  is used and (ii)  services  contracts,  (b)
collectibility or valuation of accounts receivable,  (c) insurance  liabilities,
(d) income taxes and (e) intangible assets.

Revenue Recognition for Long-term Construction Contracts and Services Contracts

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

In addition to revenue recognition for long-term construction  contracts,  EMCOR
recognizes  revenues from service  contracts as such  contracts are performed in
accordance with Staff Accounting Bulletin No. 104, "Revenue Recognition, revised
and updated" ("SAB 104"). There are two basic types of services  contracts:  (1)
fixed price  services  contracts  which are signed in advance  for  maintenance,
repair and retrofit work over periods  typically ranging from one to three years
(for which there may be EMCOR  employees on a customer's site full time) and (2)
services  contracts  which  may or may not be  signed  in  advance  for  similar
maintenance, repair and retrofit work on an as needed basis (frequently referred
to as time and material  work).  Fixed price  services  contracts  are generally
performed  evenly  over  the  contract  period,  and,  accordingly,  revenue  is
recognized on a pro-rata basis over the life of the contract.  Revenues  derived
from other services  contracts are recognized when the services are performed in
accordance  with  SAB  104.  Expenses  related  to all  services  contracts  are
recognized as incurred.


Accounts Receivable

EMCOR is required to  estimate  the  collectibility  of accounts  receivable.  A
considerable  amount of judgment is required in  assessing  the  realization  of
receivables,  which  assessment  factors  include  the  creditworthiness  of the
customer,  EMCOR's prior collection  history with the customer and related aging
of the past due balances.  The  provisions  for bad debts during the nine months
ended September 30, 2004 and 2003 were $1.5 and $4.3 million,  respectively.  At
September  30, 2004 and  December  31,  2003,  accounts  receivable  of $1,114.5
million and $1,009.2 million, respectively, included allowances for bad debts of
$34.0 million and $43.7 million, respectively.  Specific accounts receivable are
evaluated  when EMCOR  believes a customer may not be able to meet its financial
obligations due to deterioration of its financial condition or credit ratings or
its bankruptcy. The allowance requirements are based on the best facts available
and are re-evaluated as additional information is received.

Insurance Liabilities

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

Income Taxes

EMCOR has net deferred tax assets primarily resulting from deductible  temporary
differences,  which will reduce  taxable income in future  periods.  A valuation
allowance is required when it is more likely than not that all or a portion of a
deferred tax asset will not be realized.  As of September  30, 2004 and December
31,  2003,  the  total  valuation  allowance  on net  deferred  tax  assets  was
approximately $10.2 million and $2.0 million,  respectively. The increase in the
valuation  allowance  was recorded to reduce net deferred tax assets  related to
net  operating  losses and other  temporary  differences  of the United  Kingdom
construction and facilities services segment inasmuch as there is uncertainty of
sufficient future income to realize the benefit of such deferred tax assets.

Intangible Assets

As of September  30, 2004,  EMCOR had goodwill and net  identifiable  intangible
assets   (primarily  the  market  value  of  its  acquired   backlog,   customer
relationships  and  trademarks  and  tradenames)  of  $280.8  million  and $19.6
million,  respectively, in connection with the acquisition of certain companies.
The determination of related estimated useful lives for identifiable  intangible
assets and whether  those assets are  impaired  involves  significant  judgments
based  upon  short  and  long-term  projections  of  future  performance.  These
forecasts reflect  assumptions  regarding the ability to successfully  integrate
acquired   companies.   Statement  of   Financial   Accounting   Standards   No.
142,"Goodwill and Other Intangible  Assets" ("SFAS 142") requires goodwill to be
tested for  impairment,  on at least an annual  basis,  and be written down when
impaired,  rather than amortized as previous  standards  required.  Furthermore,
SFAS 142  requires  identifiable  intangible  assets  other than  goodwill to be
amortized  over their  useful  lives  unless  these lives are  determined  to be
indefinite. Statement of Financial Accounting Standards No. 144, "Accounting for
the Impairment or Disposal of Long-Lived  Assets" ("SFAS 144") requires a review
for impairment of the market value ascribed to  identifiable  intangible  assets
with indefinite  lives.  Trademarks and tradenames have indefinite lives and are
not  amortized.  Changes in  strategy  and/or  market  conditions  may result in
adjustments to recorded intangible asset balances.  As of September 30, 2004, no
indicators of impairment of EMCOR's goodwill or identifiable  intangible  assets
existed in accordance  with the  provisions of SFAS 142 or SFAS 144.  EMCOR will
perform its annual review for impairment during the fourth quarter.


This Quarterly Report on Form 10-Q contains certain  forward-looking  statements
within  the  meaning  of  the  Private   Securities  Reform  Act  of  1995.  All
forward-looking  statements  included  in this  Quarterly  Report are based upon
information  available to EMCOR, and management's  perception thereof, as of the
date of this  Quarterly  Report.  EMCOR assumes no obligation to update any such
forward-looking statements.  These forward-looking statements include statements
regarding market share growth, gross profit,  project mix, projects with varying
profit  margins,  and  selling,   general  and  administrative  expenses.  These
forward-looking  statements  involve  risks and  uncertainties  that could cause
actual  results  to  differ  materially  from  the  forward-looking  statements.
Accordingly,  these statements are no guarantee of future performance. Such risk
and  uncertainties  include,  but are not limited to, adverse effects of general
economic  conditions,  changes  in the  political  environment,  changes  in the
specific markets for EMCOR's services,  adverse business  conditions,  increased
competition,   unfavorable  labor  productivity,  mix  of  business,  and  risks
associated with foreign operations.  Certain of the risks and factors associated
with EMCOR's  business are also  discussed in EMCOR's 2003 Form 10-K,  its Forms
10-Q for the three  months  ended  March 31, 2004 and June 30, 2004 and in other
reports  filed  by it  from  time to  time  with  the  Securities  and  Exchange
Commission.  Readers  should  take the  aforementioned  risks and  factors  into
account in evaluating any forward-looking statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

EMCOR has not used derivative  financial  instruments for any purpose during the
three and nine months ended  September 30, 2004 and 2003,  including  trading or
speculation on changes in interest rates, or commodity  prices of materials used
in its business.

EMCOR is exposed to market  risk for changes in  interest  rates for  borrowings
under its  Revolving  Credit  Facility.  Borrowings  under  that  facility  bear
interest  at  variable  rates,  and the  fair  value  of this  borrowing  is not
significantly  affected by changes in market interest rates. As of September 30,
2004, there was $127.3 million of borrowings outstanding under the facility, and
these  borrowings  bear  interest  at (1) a rate  which is the prime  commercial
lending rate  announced by Harris  Nesbitt from time to time (4.75% at September
30, 2004) plus 0% to 1.0% based on certain  financial tests or (2) United States
dollar LIBOR (at  September 30, 2004 the rate was 1.84%) plus 1.5% to 2.5% based
on certain  financial  tests. The interest rates in effect at September 30, 2004
were 5.25% and 3.84% for the prime commercial lending rate and the United States
dollar  LIBOR,  respectively.  Letter of credit fees issued under this  facility
range from 0.75% to 2.5% of the respective face amounts of the letters of credit
issued based on the type of letter of credit issued and certain financial tests.

Based on the $127.3  million of  borrowings,  if overall  interest rates were to
increase by 1.0%, the net of tax interest  expense would increase  approximately
$0.8 million in the next twelve months.  Conversely,  if overall  interest rates
were to decrease by 1.0%,  interest expense would decrease by approximately $0.8
million in the next twelve  months.  The Revolving  Credit  Facility  expires in
September  2007.  There is no  guarantee  that  EMCOR  will be able to renew the
facility at its expiration.

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

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

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


ITEM 4. CONTROLS AND PROCEDURES

EMCOR's  management  evaluated,  with the  participation  of its Chief Executive
Officer and Chief Financial  Officer,  the  effectiveness of EMCOR's  disclosure
controls  and  procedures  as of the end of the period  covered by this  report.
Based on that  evaluation,  the Chief  Executive  Officer  and  Chief  Financial
Officer have concluded  that EMCOR's  disclosure  controls and  procedures  were
effective as of the end of the period covered by this report.  There has been no
change in EMCOR's internal control over financial reporting that occurred during
the  quarter  covered  by  this  report  that  has  materially  affected,  or is
reasonably likely to materially affect,  EMCOR's internal control over financial
reporting.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

In addition to the legal matters  previously  reported in its Forms 10-K for the
year ended  December  31, 2003 and in its Form 10-Q for the quarter  ended March
31,  2004,  EMCOR is involved in other  proceedings  in which claims for damages
have been  asserted  against it.  EMCOR  believes  that it has a number of valid
defenses to such proceedings, intends to vigorously defend such proceedings, and
does not believe that a significant liability will result.

Inasmuch  as the  various  lawsuits  and  arbitrations  in  which  EMCOR  or its
subsidiaries  are  involved  range  from a few  thousand  dollars  to over $70.0
million, the outcome of which cannot be predicted,  adverse results could have a
material  adverse  effect  on  EMCOR's  financial  position  and/or  results  of
operations. These proceedings include the following: (a) A civil action has been
brought against EMCOR's  subsidiary  Forest Electric Corp.  ("Forest") and seven
other  defendants in the United States District Court for the Southern  District
of New York under the Sherman Act and New York common law by  competitors  whose
employees are not members of  International  Brotherhood of Electrical  Workers,
Local #3 (the "IBEW"). The action alleges,  among other things, that Forest, six
other electrical  contractors and the IBEW conspired to prevent  competition and
to monopolize the market for communications wiring services in the New York City
area thereby  excluding  plaintiffs from wiring jobs in that market.  Plaintiffs
allege they have lost  profits as a result of this  concerted  activity and seek
damages  in the amount of $50  million  after  trebling  plus  attorney's  fees.
However,  plaintiffs' damages expert has stated in his pre-trial deposition that
he estimates  plaintiffs'  damages at $8.7 million before  trebling.  Forest has
denied the  allegations  of wrongdoing  set forth in the complaint and pre-trial
discovery has been  completed.  No trial date has been set by the Court.  Forest
believes that the suit is without merit.  (b) A civil action has been brought by
a joint venture (the "JV") between EMCOR's  subsidiary  Poole & Kent Corporation
("Poole & Kent") and an unrelated company in the Fairfax, Virginia Circuit Court
in which the JV seeks damages from the Upper Occoquan Sewage Authority  ("UOSA")
resulting  from material  breaches of a construction  contract (the  "Contract")
entered into between the JV and UOSA for construction of a wastewater  treatment
facility.  Poole & Kent incurred  unrecovered  costs in completing this project,
which are included in the balance sheet account "costs and estimated earnings in
excess of billings on  uncompleted  contracts" in EMCOR's  consolidated  balance
sheets as of  September  30, 2004 and  December  31, 2003. A jury has returned a
verdict finding that UOSA committed material breaches of the Contract and a jury
trial to establish the JV's damages is currently  scheduled to commence November
2004. The JV claims total damages,  based upon alternative  measures of damages,
of between $80 and $90 million  (exclusive of interest).  In accordance with the
joint venture  agreement  establishing the JV, Poole & Kent would be entitled to
approximately one-half of any damage award received by the JV.




ITEM 6.  EXHIBITS



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

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

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

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

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

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

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

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

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

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

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

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

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

4.1(i)                Commitment Amount Increase Request                     Exhibit 4.1(i) to June 2003 Form
                      dated July 9, 2003 among Harris, Bank                  10-Q
                      Hapoalim B.M. and EMCOR



ITEM 6.  EXHIBITS - (continued)



                                                                             Incorporated by Reference to,
Exhibit No.           Description                                            or Page Number
- -----------           ----------------------------------------------         -------------------------------------


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

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

11                    Computation of  Basic                                  Note B of the Notes
                      EPS and Diluted EPS                                    to the Condensed Consolidated
                      for the three and nine months                          Financial Statements
                      ended September 30, 2004 and 2003

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

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

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

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





                                            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: October 28, 2004
                                                 EMCOR GROUP, INC.
                                          -----------------------------------
                                                    (Registrant)


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


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


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








                                  CERTIFICATION


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

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

2.   Based on my knowledge, this report does not contain any untrue statement of
     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)),  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)   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

     c)   Disclosed  in this  report  any  change in the  registrant's  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

     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:  October 28, 2004
                                                /s/FRANK T. MACINNIS
                                        -------------------------------------
                                                 Frank T. MacInnis
                                              Chairman of the Board of
                                                   Directors and
                                              Chief Executive Officer







                                  CERTIFICATION


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

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

2.   Based on my knowledge, this report does not contain any untrue statement of
     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)),  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)   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

     c)   Disclosed  in this  report  any  change in the  registrant's  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

     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:  October 28, 2004
                                                  /s/LEICLE E. CHESSER
                                          -------------------------------------
                                                   Leicle E. Chesser
                                                Executive Vice President
                                              and Chief Financial Officer









                            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  September  30, 2004 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
Frank T. MacInnis, Chief Executive Officer of the Company,  certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

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

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



Date:    October 28, 2004                 /s/ FRANK T. MACINNIS
                                     -----------------------------------
                                            Frank T. MacInnis
                                         Chief Executive Officer








                            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  September  30, 2004 as filed with
the Securities  and Exchange  Commission on the date hereof (the  "Report"),  I,
Leicle E. Chesser, Chief Financial Officer of the Company,  certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

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

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



Date:    October 28, 2004                /s/ LEICLE E. CHESSER
                                    -----------------------------------
                                           Leicle E. Chesser
                                        Chief Financial Officer