AMERICAN RESIDENTIAL SERVICES INC
8-A12B, 1996-06-27
CONSTRUCTION - SPECIAL TRADE CONTRACTORS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(B) OR (G) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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

                       AMERICAN RESIDENTIAL SERVICES, INC.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                                76-0484996
(State of incorporation or organization)    (I.R.S. Employer Identification No.)

        5850 SAN FELIPE - SUITE 500
              HOUSTON, TEXAS                                77057
 (Address of principal executive offices)                (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

                                             NAME OF EACH EXCHANGE ON WHICH
TITLE OF EACH CLASS TO BE SO REGISTERED      EACH CLASS IS TO BE REGISTERED
- ---------------------------------------      ------------------------------
         RIGHTS TO PURCHASE SERIES A
       JUNIOR PARTICIPATING PREFERRED         NEW YORK STOCK EXCHANGE, INC.
                    STOCK                      

         If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]

         If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]

Securities to be registered pursuant to Section 12(g) of the Act:

                                      NONE
                                (title of class)

ITEM 1.           DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

                  The class of securities to be registered hereby is the Rights
to Purchase Series A Junior Participating Preferred Stock (the "Rights") of
American Residential Services, Inc., a Delaware corporation (the "Company").

                  For a description of the Rights, see the information set forth
under the caption "Description of Capital Stock--Stockholder Rights Plan" in (i)
the prospectus subject to completion, dated June 18, 1996, included in Part I of
the Company's Registration Statement on Form S-1 (Registration No. 333-06195)
(the "Registration Statement") filed with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Act of 1933, as amended (the
"Securities Act") on June 18, 1996, and (ii) the related final form of
prospectus to be filed with the Commission under Rule 424(b) of the Securities
Act, which descriptions are incorporated herein by reference. The Registration
Statement relates to a proposed public offering of the Common Stock, including
the Rights. The Company is applying to the New York Stock Exchange to list
shares of Common Stock, including the related Rights, on such exchange. The
Company has delivered copies of the Registration Statement and related
prospectus to the New York Stock Exchange in connection with such application.
Any statement contained in a document incorporated herein by reference shall be
deemed to be modified or superseded for purposes hereof to the extent that
another document incorporated herein by reference modifies or supersedes such
previous statement.

ITEM 2.           EXHIBITS

                  The following exhibits are filed as part of this Registration
Statement on Form 8-A:

*1       Form of Rights Agreement (incorporated herein by reference to Exhibit
         4.2 of the Registration Statement).
 ------------ 

*        Incorporated by reference as indicated pursuant to Rule 12b-32.

                                    SIGNATURE

                  Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.

                                      AMERICAN RESIDENTIAL SERVICES, INC.



Date: June 19, 1996                   By:  /s/ C. CLIFFORD WRIGHT, JR.
                                          -------------------------------
                                           C. Clifford Wright, Jr.
                                           President and Chief Executive Officer



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