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)      March 6, 2006
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                                 EMCOR Group, Inc.

             (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
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              (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 March 6, 2006,  the  Compensation  and  Personnel  Committee  of the Board of
Directors  of  the  Company  (the  "Compensation   Committee")  established  the
aggregate  earnings per share objective (the "EPSO") for the  performance  cycle
consisting  of the  2006  and  2007  fiscal  years  and  the  performance  cycle
consisting of the 2006, 2007 and 2008 fiscal years under the Company's Long Term
Incentive Plan (previously filed with the Securities and Exchange  Commission on
December 16, 2005  pursuant to a Form 8-K) (the "LTIP") in which each of Messrs.
Frank T. MacInnis,  Chief Executive  Officer and Chairman of the Board,  Tony J.
Guzzi,  President and Chief Operating  Officer,  Sheldon I. Cammaker,  Executive
Vice President and General Counsel, Leicle E. Chesser,  Executive Vice President
and Chief  Financial  Officer,  R. Kevin Matz,  Senior  Vice  President - Shared
Services and Mark A. Pompa, Senior Vice President - Chief Accounting Officer and
Treasurer  participate.  Under the LTIP,  among other things,  bonuses are to be
paid to each such executive officer based upon the Company's  achievement of the
applicable EPSO for the two-year  performance  cycle consisting of 2006 and 2007
(the  "Two-Year  Performance  Cycle") and for the three-year  performance  cycle
consisting of 2006, 2007 and 2008 (the "Three-Year  Performance  Cycle").  If at
least 50% of the EPSO is achieved for a performance cycle, the executive officer
is entitled to receive a percentage of his target  bonus,  which target bonus is
based on a  predetermined  percentage  of his annual base  salary  (the  "Target
Bonus")  as of the last  day of the  calendar  year  immediately  preceding  the
commencement of the applicable  performance  cycle. The percentage of the Target
Bonus  payable in respect of a performance  cycle is 50% if the actual  earnings
per share of the Company (the "Actual  EPS")for the performance  cycle is 50% of
the EPSO for the performance  cycle,  100% of the Target Bonus if the Actual EPS
for the  performance  cycle is 100% of the EPSO for the performance  cycle,  and
200% of the Target Bonus if the Actual EPS for the performance  cycle is 120% of
the EPSO  for the  performance  cycle,  with  interpolation  between  such  EPSO
attainment percentages. No bonus is payable in respect of a performance cycle if
the Actual EPS for such performance  cycle is less than 50% of the EPSO for such
performance  cycle.  The bonus (if any) for the  Two-Year  Performance  Cycle is
payable on March 15, 2008, and the bonus (if any) for the Three-Year Performance
Cycle is payable on March 15, 2009.  No single bonus  payable under the LTIP may
exceed  $3,000,000.  The Target Bonus with respect to each executive  officer of
the Company is set forth in the LTIP,  but may be adjusted at the  discretion of
the Compensation Committee prior to the commencement of a performance cycle. The
Target Bonus for the Two-Year  Performance Cycle and the Three-Year  Performance
Cycle for each executive officer of the Company is as follows: Frank T. MacInnis
- - 175%;  Tony J. Guzzi - 150%;  Sheldon I. Cammaker - 125%;  Leicle E. Chesser -
125%; R. Kevin Matz - 125%; and Mark A. Pompa - 125%.


                                            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:  March 7, 2006                          By:      /S/ R. Kevin Matz
                                                      -------------------------
                                              Name:   R. Kevin Matz
                                              Title:  Senior Vice President -
                                                      Shared Services