AMERICAN RESIDENTIAL SERVICES INC
8-A12B, 1996-06-19
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

           COMMON STOCK, PAR VALUE                 NEW YORK STOCK EXCHANGE, INC.
             $.001 PER SHARE      

         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)
<PAGE>



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

         The class of securities to be registered hereby is Common Stock, par
value $.001 per share (the "Common Stock"), of American Residential Services,
Inc., a Delaware corporation (the "Company"). For descriptions of the Common
Stock, the other capital stock of the Company and certain anti-takeover
provisions included in the charter of the Company, see the information set forth
under the caption "Description of Capital Stock" in (i) the prospectus subject
to completion dated June 18, 1996, included in Part I of the Registration
Statement on Form S-1 (the "Registration Statement") of the Company, originally
filed with the Securities and Exchange Commission (the "Commission") under 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. 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 certificate representing Common Stock (incorporated herein by
         reference to Exhibit 4.1 of the Registration Statement).

*2(a)    Restated Certificate of Incorporation of the Company (incorporated
         herein by reference to Exhibit 3.1 of the Registration Statement).

*2(b)    Bylaws of the Company (incorporated herein by reference to Exhibit 3.2
         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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