Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     (c)          On February 8, 2007, Integrated Electrical Services, Inc. (the “Company”) announced the appointment of Dennis S. Baldwin as Vice President and Chief Accounting officer of the Company effective as of February 9, 2007. Mr. Baldwin, age 46, served from 2005 to 2007 as the Vice President, Corporate Controller and Chief Accounting Officer of Veritas DGC Incorporated, a provider of geophysical information and services to the petroleum industry. From 2002 to 2005, he served as the Vice President, Corporate Controller and Principal Accounting Officer of Universal Compression Holdings Incorporated, a provider of natural gas compression services to the domestic and international natural gas industry. From 1989 to 2002, Mr. Baldwin served in a variety of financial and accounting roles for CEMEX S.A.B. de C.V. and its predecessor, Southdown Incorporated, a worldwide producer of cement, ready-mix concrete and aggregates.

     On February 9, 2007, the Company entered into an employment agreement with Mr. Baldwin (the “Employment Agreement”). The Employment Agreement provides that Mr. Baldwin shall commence employment with the Company on February 9, 2007 (the “Effective Date”). The Employment Agreement has no definitive employment term and may be terminated at any time, upon written notice to the other party for any reason, at the option either of the Company or Mr. Baldwin. Pursuant to the Employment Agreement, Mr. Baldwin will serve as the Vice President and Chief Accounting Officer of the Company.

     The Employment Agreement provides for (i) an annual base salary of $225,000 per year (which may be increased in the sole discretion of the Company’s Compensation Committee), (ii) an annual bonus (the “Annual Bonus”) with a target annual bonus opportunity of 40% of annual base salary (the “Annual Bonus Opportunity”). On the Effective Date, Mr. Baldwin received a grant of 3,600 restricted shares of the Company’s common stock (“Restricted Shares”) under the 2006 Equity Incentive Plan (the “Equity Plan”), which vests 1/3 on each of the first, second and third anniversaries of the Effective Date. The terms of the Restricted Shares shall be governed by the Equity Plan and the award agreement to be executed on the Effective Date.

     If Mr. Baldwin terminates for Good Reason (as defined in the Employment Agreement) or if he is terminated by the Company without Cause (as defined in the Employment Agreement) or if within two years following the Effective Date a Change in Control (as defined in the Employment Agreement) occurs and Mr. Baldwin terminates his employment on such Change in Control, he is entitled to receive: (i) continued payment of base salary then in effect for 12 months immediately following the date of such termination, (ii) the greater of (x) a pro rata portion of his Annual Bonus Opportunity for the fiscal year in which such termination occurs or (y) the most recent Annual Bonus awarded to him, (iii) Company paid COBRA coverage and outplacement services for twelve (12) months immediately following the date of such termination or until Mr. Baldwin obtains comparable employment, whichever is shorter and (iv) acceleration of vesting for all unvested equity awards of the Company under the Equity Plan.

     If Mr. Baldwin terminates for Good Reason or if he is terminated by the Company without Cause within twelve months following a Change in Control, he is entitled to receive: (i) continued payment of base salary then in effect for 24 months immediately following the date