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):  February 28, 2007

Comfort Systems USA, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  (713) 830-9600

(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:

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

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

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

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

ITEM 2.02  Results of Operations and Financial Condition

Attached and incorporated herein by reference as Exhibit 99.1 is a copy of a press release of Comfort Systems USA, Inc. (the “Company”) dated February 28, 2007 reporting the Company’s financial results for the fourth quarter and for the year ended December 31, 2006.

ITEM 8.01  Other Events

Attached and incorpora ted herein by reference as Exhibit 99.2 is a copy of a press release of the Company dated February 28, 2007 reporting the Company’s declaration of a quarterly dividend on the Company’s common stock to shareholders of record as of the close of business on the record date, March 9, 2007.

ITEM 9.01 Financial Statements and Exhibits

The following Exhibits are included herein:

Exhibit 99.1 Press Release of Comfort Systems USA, Inc. dated February 28, 2007 reporting the Company’s financial results for the fourth quarter and for the year ended December 31, 2006.

Exhibit 99.2 Press Release of Comfort Systems USA, Inc. dated February 28, 2007 reporting the Company’s declaration of a quarterly dividend on the Company’s common stock to shareholders of record as of the close of business on the record date, March 9, 2007.

SIGNATURES

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

Date:  March 1, 2007

EXHIBIT INDEX

Exhibit 99.1

FOR IMMEDIATE RELEASE

COMFORT SYSTEMS USA REPORTS FOURTH QUARTER AND FULL YEAR RESULTS

—   Annual and Fourth Quarter Increases in Revenues and Net Income   —

Houston, TX — February 28, 2007 — Comfort Systems USA, Inc. (NYSE: FIX), a leading provider of commercial, industrial and institutional heating, ventilation and air conditioning (“HVAC”) services, today announced net income from continuing operations of $7,499,000 or $0.18 per diluted share and net income of $7,514,000 or $0.18 per diluted share, for the quarter ended December 31, 2006.  During the fourth quarter of 2005, the Company reported a net loss from continuing operations of $27,128,000 or $0.68 per diluted share and a net loss of $17,564,000 or $0.44 per diluted share.  Excluding a noncash goodwill impairment, net income from continuing operations was $6,827,000, or $0.17 per diluted share in the fourth quarter of 2005.

Bill Murdy, Comfort Systems USA’s Chairman and CEO, said, “Comfort Systems USA demonstrated continued revenue and earnings strength in our fourth quarter as we posted an increase in both revenues and net income as compared to the fourth quarter of 2005.  Cash flow in the fourth quarter was nearly $23 million.  Overall, we are very satisfied with our progress in 2006, and feel optimistic as we enter 2007.”

The Company reported revenues from continuing operations of $268,074,000 in the current quarter, an increase of 14.7% as compared to $233,650,000 in 2005.  The Company also reported free cash flow of $22,519,000 in the current quarter as compared to free cash flow of $21,952,000 in 2005.  Backlog as of December 31, 2006 was $653,753,000, compared to $678,857,000, as of September 30, 2006 on a same store basis.  Backlog as of December 31, 2005 was $680,599,000 on a same store basis.

Mr. Murdy continued, “Our backlog remains extremely robust.  As expected, the proportion of our backlog that is attributable to multi-family work has continued to decrease.  Our large project multi-family work continues to underperform, especially when compared to our strong results in the commercial, industrial and institutional sectors.  We expect that as 2007 progresses the proportion of our work that is large project multi-family will decrease, and we believe that will permit us to perform better on the multi-family work we continue to do and will improve our overall profitability mix.”

The Company reported net income from continuing operations of $28,717,000 or $0.70 per diluted share and net income of $28,724,000 or $0.70 per diluted share for the year ended December 31, 2006.   The Company reported a net loss from continuing operations of $14,869,000 or $0.38 per diluted share and a net loss of $6,226,000 or $0.16 per diluted share in 2005.  Excluding the noncash goodwill impairment and a charge to write off certain deferred debt costs, net income from continuing operations was $19,565,000 or $0.49 per diluted share for the twelve months ended December 31, 2005.

The Company reported revenues of $1,056,525,000 from continuing operations for 2006, as compared to $892,549,000 in 2005, an increase of 18.4%.  Free cash flow for 2006 was $17,118,000, as compared to $31,954,000 in 2005.

Bill Murdy concluded, “During 2006 we made significant investments in our core business, including training our people, adding to our service sales resources, and expanding in new locations.  Based on these investments, and on our sense that commercial and industrial activities in the majority of our markets remain strong, we are optimistic that our net income and revenues in 2007 will increase as compared to 2006.”

As previously announced, the Company will host a conference call to discuss its financial results and position in more depth on Thursday, March 1, 2007 at 10:00 a.m. Central Time.  The call-in number for this conference call is 1-210-234-0000.  A replay of the entire call will be available until 6:00 p.m. Central Time, Thursday, March 8, 2007 by calling 1-203-369-1012.

Comfort Systems USAÒ is a premier provider of business solutions addressing workplace comfort, with 60 locations in 53 cities around the nation.  For more information, visit the Company’s website at www.comfortsystemsusa.com.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements are based on the current plans and expectations of Comfort Systems USA, Inc. and involve risks and uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in the forward-looking statements.  Important factors that could cause actual results to differ include, among others, national or regional weakness in non-residential construction activity, difficulty in obtaining or increased costs associated with bonding, shortages of labor and specialty building materials, the use of incorrect estimates for bidding a fixed price contract, retention of key management, the Company’s backlog failing to translate into actual revenue or profits, errors in the Company’s percentage of completion method of accounting, the result of competition in the Company’s markets, seasonal fluctuations in the demand for HVAC systems, the imposition of past and future liability from environmental, safety, and health regulations including the inherent risk associated with self-insurance, adverse litigation results and other risks detailed in the Company’s reports filed with the Securities and Exchange Commission.  Important factors that could cause actual results to differ are discussed under “Item 1A. Company Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.  These forward-looking statements speak only as of the date of this release.  Comfort Systems USA, Inc. expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in Comfort Systems USA, Inc.’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

—   Financial tables follow   —

Comfort Systems USA, Inc.

Consolidated Statements of Operations

For the Three and Twelve Months Ended December 31, 2006 and 2005

(in thousands, except per share amounts)

Note 1:  The diluted income per share data presented above reflects the dilutive effect, if any, of stock options and contingently issuable restricted stock which were outstanding during the periods presented.

Supplemental Non-GAAP Information (unaudited):

Note 1:  Operating results from continuing operations, excluding goodwill impairment and the write off of debt costs, is presented because the Company believes it reflects the results of the core ongoing operations of the Company, and because we believe it is responsive to frequent questions we receive about the Company from third parties.  However, this measure is not considered a primary measure of an entity’s financial results under generally accepted accounting principles, and accordingly, this amount should not be considered an alternative to operating results as determined under generally accepted accounting principles and as reported by the Company.

Note 2:  The tax rate on these items was computed using the pro forma effective tax rate of the Company exclusive of these charges.

Supplemental Non-GAAP Information — Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) (unaudited):

Note 1:  The Company defines adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) as net income, excluding discontinued operations, income taxes, write off of debt costs, other income, interest (income) expense, net, goodwill impairment, gain (loss) on sale of assets and depreciation and amortization.  Other companies may define Adjusted EBITDA differently. Adjusted EBITDA is presented because it is a financial measure that is frequently requested by third parties.  However, Adjusted EBITDA is not considered under generally accepted accounting principles as a primary measure of an entity’s financial results, and accordingly, Adjusted EBITDA should not be considered an alternative to operating income, net income, or cash flows as determined under generally accepted accounting principles and as reported by the Company.

Comfort Systems USA, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

Selected Cash Flow Data (in thousands):

Note 1:  Free cash flow is defined as cash flow from operating activities excluding items related to sale of businesses, less customary capital expenditures, plus the proceeds from asset sales.  Other companies may define free cash flow differently.  Free cash flow is presented because it is a financial measure that is frequently requested by third parties.  However, free cash flow is not considered under generally accepted accounting principles as a primary measure of an entity’s financial results, and accordingly, free cash flow should not be considered an alternative to operating income, net income, or cash flows as determined under generally accepted accounting principles and as reported by the Company.

Exhibit 99.2

FOR IMMEDIATE RELEASE

COMFORT SYSTEMS USA DECLARES QUARTERLY DIVIDEND

Houston, TX — February 28, 2007 — Comfort Systems USA, Inc. (NYSE: FIX), a leading provider of commercial, industrial and institutional heating, ventilation and air conditioning (“HVAC”) services, today announced that its board of directors declared a quarterly dividend of $0.035 per share on Comfort Systems USA, Inc. common stock.  The dividend is payable on March 19, 2007 to shareholders of record at the close of business on March 9, 2007.

Comfort Systems USA® is a premier provider of business solutions addressing workplace comfort, with 60 locations in 53 cities around the nation.  For more information, visit the Company’s website at www.comfortsystemsusa.com.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements are based on the current plans and expectations of Comfort Systems USA, Inc. and involve risks and uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in the forward-looking statements.  Important factors that could cause actual results to differ include, among others, national or regional weakness in non-residential construction activity, difficulty in obtaining or increased costs associated with bonding, shortages of labor and specialty building materials, the use of incorrect estimates for bidding a fixed price contract, retention of key management, the Company’s backlog failing to translate into actual revenue or profits, errors in the Company’s percentage of completion method of accounting, the result of competition in the Company’s markets, seasonal fluctuations in the demand for HVAC systems, the imposition of past and future liability from environmental, safety, and health regulations including the inherent risk associated with self-insurance, adverse litigation results and other risks detailed in the Company’s reports filed with the Securities and Exchange Commission.  Important factors that could cause actual results to differ are discussed under “Item 1A. Company Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.  These forward-looking statements speak only as of the date of this release.  Comfort Systems USA, Inc. expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in Comfort Systems USA, Inc.’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.