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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 Amendment No. 1

                             ----------------------

                  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002        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
     incorporation or organization)                       identification number)

    301 Merritt Seven Corporate Park                            06851-1060
          Norwalk, Connecticut                                  (zip code)
(Address of principal executive offices)

               Registrant's telephone number, including area code
                                 (203) 849-7800

           Securities registered pursuant to section 12(b) of the act:

                     Common Stock, par value $.01 per share
                              (Title of each class)

           Securities registered pursuant to section 12(g) of the act:
                                      None

     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  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 such
filing requirements for the past 90 days. Yes [X] No [ ]

     Indicate by check mark if disclosure of delinquent filings pursuant to Item
405 Regulation S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge, in Part III of this Form 10-K to be filed as an
amendment hereto. [X]

     Indicate by check mark whether the  Registrant  has filed all documents and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court. Yes [X] No [ ]

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

     The  aggregate  market  value  of the  Registrant's  voting  stock  held by
non-affiliates  of  the  Registrant  on  December  31,  2002  was  approximately
$790,000,000.

     Number of shares of Common Stock outstanding as of the close of business on
February 19, 2003: 14,924,877 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Part III.  Portions of the definitive  proxy  statement for the 2003 Annual
Meeting of  Stockholders,  which  document will be filed with the Securities and
Exchange Commission pursuant to Regulation 14A not later than 120 days after the
end of the fiscal year to which this Form 10-K/A  relates,  are  incorporated by
reference into Items 10 through 13 of Part III.

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                                EXPLANATORY NOTE

   This Amendment No. 1 to the  Registrant's  Annual report on Form 10-K for the
fiscal  year ended  December  31,  2002 is being  filed in order to correct  the
number of  outstanding  shares of common  stock listed on the cover page of such
Form 10-K and to list on such cover page the documents incorporated by reference
into such Form 10-K. This Amendment does not reflect events  occurring after the
filing of the original Form 10-K, or modify or update the disclosures therein in
any way other than as required to reflect the amendment to the cover page.










                                   SIGNATURES

   PURSUANT  TO THE  REQUIREMENTS  OF  SECTION  13 OR  15(D)  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.

                                        EMCOR GROUP, INC.
                                        (Registrant)

Date: March 6, 2003                     by       /s/ FRANK T. MACINNIS
                                           ---------------------------------
                                                     FRANK T. MACINNIS
                                          CHAIRMAN OF THE BOARD OF DIRECTORS AND
                                                  CHIEF EXECUTIVE 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 annual report on Form 10-K/A of EMCOR Group, Inc.;

   2. Based on my  knowledge,  this  annual  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 annual report,

Date: March 6, 2003                                /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 annual report on Form 10-K/A of EMCOR Group, Inc.;

   2. Based on my  knowledge,  this  annual  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 annual report;

Date: March 6, 2003                                /s/ LEICLE E. CHESSER
                                             --------------------------------
                                                     Leicle E. Chesser
                                               EXECUTIVE VICE PRESIDENT AND
                                                  CHIEF FINANCIAL OFFICER