EXHIBIT 2

CONTACT:    Joseph W. Barnett
            Vice Pres./Communications
            EMCOR Group, Inc.
            (203) 849-7812



EMCOR GROUP, INC. ADOPTS SHAREHOLDER RIGHTS PLAN


NORWALK,  CONNECTICUT,  March  3,  1997 --  EMCOR  Group,  Inc.  (NASDAQ:  EMCG)
announced  today that its Board of Directors  has adopted a  Shareholder  Rights
Plan. The Rights provide protection against coercive or unfair takeover tactics,
and should encourage anyone seeking to acquire the Company to negotiate with the
Board  first.  The  adoption  of the  Rights  Plan  should  provide  a sound and
reasonable  means of safeguarding  the interests of all  shareholders  should an
effort be made to acquire  control of the Company at a price not  reflective  of
its fair value.

In  connection  with the  adoption  of the  Rights  Plan,  the Board  declared a
dividend of one Preferred Share Purchase Right for each outstanding share of the
Company's Common Stock. Each Right, which is not presently exercisable, entitles
the holder to purchase  one  one-thousandth  of a share of the  Company's  newly
designated Series A Junior Participating Preferred Stock at an exercise price of
$70. In the event that any person acquires 15% or more of the outstanding shares
of the Company's Common Stock,  each holder of a Right (other than the acquiring
person or group)  will be  entitled to  receive,  upon  payment of the  exercise
price,  that number of shares of Common Stock having a market value equal to two
times the exercise price.

The  distribution  of the  Rights  will be made on March 14,  1997,  payable  to
shareholders  of record at the close of business  on that date.  The Rights will
expire on March 3, 2007. The Rights distribution is not taxable to shareholders.

Details of the Rights  distribution  are  contained  in a letter  which is being
mailed to all shareholders of the Company.

The Company also  announced that the Board adopted an amendment to the Company's
By-laws  requiring   advance  notice  of  stockholder   proposals  and  director
nominations.

On  February  4, 1997,  Oaktree  Capital  Management,  LLC filed a Schedule  13D
stating that it may purchase additional shares of the Company's Common Stock and
has sought antitrust clearance for such purchase. According to its Schedule 13D,
Oaktree currently owns 8.9% of the Company's Common Stock.

EMCOR Group, Inc. is a worldwide leader in mechanical/electrical  construction
and facilities management services.

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