UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

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


         Date of report (Date of earliest event reported) April 25, 2005
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                                EMCOR Group, Inc.
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             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
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                 (State or Other Jurisdiction of Incorporation)

        1-8267                                       11-2125338
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(Commission File Number)                   (I.R.S. Employer Identification No.)


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

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

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

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

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

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

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

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







Item 1.01.   Entry into a Material Definitive Agreement.

On April 25, 2005, the Board of Directors of EMCOR Group,  Inc. (the  "Company")
approved compensation  arrangements  effective July 1, 2005 for its non-employee
directors consisting of the following:  (a) the payment of an annual retainer of
$100,000 to each non-employee director, of which $40,000 would be payable,as the
director  should elect  commencing  with the 2006 calendar  year, in (i) options
granted under the Company's 1997  Non-Employee  Directors'  Non-Qualified  Stock
Option Plan, or (ii) shares of the Company's common stock issued pursuant to the
2005  Stock  Plan  for  Directors,  provided  that  such  plan  is  approved  by
stockholders at the Company's  Annual Meeting of Stockholders to be held on June
16, 2005,  (b) the  elimination  of fees payable to  non-employee  directors for
attending  board and  committee  meetings,  (c) the  payment of an annual fee of
$5,000 to the chairperson of the  Compensation  and Personnel  Committee and the
chairperson  of the  Nominating  and  Corporate  Governance  Committee,  (d) the
payment of an annual fee of $10,000 to the  chairperson of the Audit  Committee,
(e) the payment of an annual fee of $5,000 to the members of the Audit Committee
(other than the  chairperson),  and (f) the  continuation of the annual grant to
non-employee directors of options to purchase 5,000 shares of common stock under
the Company's 2003 Non-Employee Directors' Stock Option Plan.


                                   SIGNATURES

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

                                                     EMCOR GROUP, INC.



Date:  April 27, 2005                               By: /S/ Sheldon I. Cammaker
                                                        ------------------------
                                                  Name:    Sheldon I. Cammaker
                                                 Title: Executive Vice President
                                                           & General Counsel