First Amendment to Second Amended and Restated



 EXHIBIT 10.14 
 FIRST AMENDMENT 
 TO 
 SECOND AMENDED AND RESTATED 1996 QUALIFIED 
 EMPLOYEE STOCK PURCHASE PLAN

 This First Amendment to the Second Amended and Restated 1996 Qualified Employee Stock Purchase Plan is made and entered into
effective as of January 1, 2006, by WATSCO, INC., a Florida corporation (hereinafter called the “Company”). 
 RECITALS 
 WHEREAS, the Company established the Second Amended and Restated 1996 Qualified Employee Stock
Purchase Plan effective as of July 1, 1996 (the “Plan”) to encourage ownership of the Company’s Common Stock by eligible employees of the Company, thereby enhancing employee interest in the success and progress of the Company;

 WHEREAS, pursuant to Section 18 of the Plan, the Compensation Committee may amend the Plan; and 
 WHEREAS, the Compensation Committee now desires to amend the Plan to modify the definition of Purchase Price under the Plan. 
 NOW, THEREFORE, the Plan shall be amended as follows, effective as of January 1, 2006: 
  

	 	1.	The definition “Purchase Price” under Section 2 of the Plan hereby is amended to read as follows: 

 “Purchase Price” – the Fair Market Value of a share of Common Stock on the Purchase Date, less a discount of 5%.” 
  

	 	2.	Section 6 of the Plan hereby is amended to read as follows: 

 “On the Purchase Date for each Purchase Period, whole and fractional shares shall be purchased for each Participant with the accumulated Participant payroll deductions and/or with any additional lump-sum amounts contributed by the
Eligible Employee. The Purchase Price shall be equal to 95% of the Fair Market Value of a share of Common Stock on the Purchase Date. Additionally, commission charges relating to the purchase of Common Stock under the Plan shall be paid by the
Company.” 
  

	 	3.	Section 12 of the Plan hereby is amended to read as follows: 

 “As soon as practicable after each Purchase Date, the Custodian shall issue a certificate representing the total number of whole shares of Common Stock for aggregate purchases of all of the Participants hereunder. Any remaining amount,
representing a fractional share that may not be certificated shall be carried forward to the next date of exercise for certification as a part of a whole share. 
 For each Purchase Period ending on or before December 31, 2005, except as hereinafter provided, for a period of 12 months after each Enrollment Date for each such Purchase Period in which the Participant
purchases stock (the “Restriction Period”), the shares of Common Stock purchased for that Purchase Period may not be sold, transferred or disposed of by the Participant other than upon death by will or the laws of descent and distribution
or to immediate family members or trusts established for their benefit. This restriction shall not apply with respect to shares of Common Stock purchased with respect to any Purchase Period beginning on or after January 1, 2006. 







 The foregoing restriction shall not apply to the transfer of shares pursuant to a plan of reorganization
of the Company, but the stock, securities or other property received in exchange therefore shall also become subject to the same transfer restrictions applicable to the original shares of Common Stock, and shall be held by the Custodian pursuant to
the provisions hereof. 
 Upon expiration of the Restriction Period, the transfer restrictions shall cease to apply and the Participant may
direct the sale of some or all of the whole shares of Common Stock in his/her Account that are not then subject to transfer restrictions.” 
  

	 	4.	In all other respects, the Plan shall remain unchanged by this Amendment. 

 IN WITNESS WHEREOF, the Company has caused this instrument to be made this 15th day of December 2005. 
  

			
	COMPANY:
		
	By:	 	 /s/ Barry S. Logan

		 	Barry S. Logan, Senior Vice President









 WATSCO, INC. 
 SECOND AMENDED AND RESTATED 1996 QUALIFIED 
 EMPLOYEE STOCK PURCHASE PLAN 
 OFFERING MEMORANDUM 
 900,000 SHARES

 THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS 
 COVERING SECURITIES THAT HAVE BEEN REGISTERED 
 UNDER THE SECURITIES ACT OF 1933 
 DECEMBER 15, 2005 







 TABLE OF CONTENTS 
  


			
		
	1.	 	Effective Date and Purpose of the Plan
		
	2.	 	Definitions
		
	3.	 	Eligibility
		
	4.	 	Participation
		
	5.	 	Common Stock Available Under the Plan
		
	6.	 	Purchases of Common Stock
		
	7.	 	Investing in the Plan
		
	8.	 	Limitation on Purchases
		
	9.	 	Changing Payroll Deductions
		
	10.	 	Rights as a Shareholder
		
	11.	 	Accounts
		
	12.	 	Delivery of Share Certificates; Restriction on Transfer
		
	13.	 	No Transfer Rights
		
	14.	 	Administration
		
	15.	 	Designation of Beneficiary
		
	16.	 	Selling Stock
		
	17.	 	Shareholder Approval
		
	18.	 	Amendments
		
	19.	 	Termination of Plan
		
	20.	 	Laws and Regulations; Governing Law
		
	21.	 	Employment Termination; Participant Retirement; Death
		
	22.	 	Employment
		
	23.	 	Use of Funds; No Interest Paid
		
	24.	 	Additional Restrictions of Rule 16b-3
		
	25.	 	Adjustments Upon Changes in Capitalization
		
	26.	 	Federal Income Tax Consequences
		
	27.	 	Where you can find more Information.








 WATSCO, INC. 
 SECOND AMENDED AND RESTATED 1996 QUALIFIED EMPLOYEE STOCK PURCHASE PLAN 
 1. Effective Date and Purpose of the
Plan 
 The effective date of the Watsco, Inc. 1996 Qualified Employee Stock Purchase Plan (the “Plan”) was July 1, 1996. The Plan was
amended and restated in 1997 to increase the number of shares available for purchase under the Plan from 600,000 shares to 800,000 shares. The Plan was subsequently amended and restated on April 1, 2005 to increase the number of shares
available for purchase under the Plan from 800,000 shares to 900,000 shares, subject to the voting results of the Company’s shareholders, and to modify certain other provisions of the Plan. The Plan was further amended, effective as of
January 1, 2006, to change the method for determining the purchase price for shares purchased pursuant to the Plan and to modify certain other provisions of the Plan. 
 The purpose of the Plan is to encourage ownership of Watsco, Inc. Common Stock by eligible employees of the Company, thereby enhancing employee interest in the success and progress of Watsco. The Plan provides the
opportunity to invest in such stock at a discounted price through payroll deductions or lump-sum cash contributions. The Plan is intended to comply with Section 423 of the Code. 
 2. Definitions 
 For purposes of the Plan, the following terms used in this
document have the meanings defined below: 
 “Account” - a separate account maintained by the Custodian for each Participant which reflects the
number of shares of Common Stock purchased under the Plan by each Participant. 
 “Agent, Custodian and
Recordkeeper” - Wachovia National Bank. 
 “Business Day” - a day on which there is trading on the New York
Stock Exchange. 
 “Code” - the Internal Revenue Code of 1986, including any amendments. 
 “Committee” - the Compensation Committee of the Board of Directors of Watsco. 
 “Common Stock” - Watsco’s $.50 par value, Common Stock, presently traded on the NYSE. 
 “Company” - Watsco and any of its subsidiaries (within the meaning of Section 424(f) of the Code) whose employees are designated by the Committee as being
Eligible Employees. 
 “Compensation” - the amount of a Participant’s base wages, overtime, commissions and cash bonuses, before giving effect
to any reductions made in connection with any plans described in Section 401(k) or Section 125 of the Code. 
 “Custodian” – Wachovia Bank, N.A. or such other custodial agent as may be appointed by the Committee. 
 “Eligible
Employees” - an employee of the Company who is eligible to participate in the Plan in accordance with Section 3. 
 “Enrollment Date” - the first Business Day of each Purchase Period. 
 “Exchange Act” - The
Securities Exchange Act of 1934, as amended. 
 “Fair Market Value” - the value of a share of Common Stock on any Business Day shall be the closing
price of the Common Stock as published in the NYSE listing for such day; in the event such prices are not published, the Fair Market Value shall be the most recent published price available. 
 “NYSE” - the New York Stock Exchange. 







 “Participant” - each Eligible Employee who has elected to have amounts deducted from his or her Compensation to
participate in this Employee Stock Purchase Plan. 
 “Purchase Date” - the first Business Day after the month end of each Purchase Period on which
it is administratively possible to execute the purchase, but no more than five business days after the end of each Purchase Period. 
 “Purchase Period” - each of the three month periods ending on the last day of March, June, September and December. 
 “Purchase Price” - the Fair Market Value of a share of Common Stock on the Purchase Date, less a discount of 5%. 

“Watsco” - Watsco, Inc., a Florida corporation. 
 3. Eligibility 
 Employees are
eligible to participate in the Plan if, at the Enrollment Date, the employee has completed 90 days of continuous employment and is regularly scheduled to work at least 20 hours per week and more than 5 months per year. No employee shall be eligible
to participate in the Plan if, immediately after the Enrollment Date, the employee (or any other person whose stock would be attributed to the employee pursuant to Section 424(d) of the Code) would own stock and/or options to purchase stock
possessing 5% or more of the total combined voting power or value of all classes of stock of Watsco or any parent company or subsidiaries thereof. 
 4. Participation 
 Participation in the Plan is voluntary. An eligible employee may elect to participate by completing an enrollment
form and returning it to the payroll department of each subsidiary. The payroll deductions will start at the Enrollment Date, subject to the receipt of a completed enrollment form by the payroll department no later than 15 days prior to such
Enrollment Date. 
 Purchase Periods begin on January 1, April 1, July 1 and October 1 of each year. The Committee shall have
the power to change the duration of the Purchase Period with respect to any future Purchase Period without shareholder approval if such change is announced at least fifteen (15) days prior to the scheduled beginning of the first Purchase Period
to be affected. So long as the Plan remains in effect, once an employee enrolls, he/she will automatically continue participation in subsequent Purchase Periods on the same basis, unless he/she elects to change deduction amounts, withdraws or
becomes ineligible. 
 5. Common Stock Available Under the Plan 
 The maximum number of shares of Common Stock which may be purchased under the Plan is 900,000, subject to adjustment in the event of any capital change by reason of any stock dividend or split, recapitalization,
merger in which Watsco is the surviving entity, combination or exchange of shares or similar corporate change. In such an event, the number and type of shares of Watsco which Participants may purchase under the Plan, and the maximum number of shares
which may be purchased under the Plan, will be adjusted, as appropriate, by the Board of Directors described in Section 25. 
 6. Purchases of
Common Stock 
 On the Purchase Date for each Purchase Period, whole and fractional shares shall be purchased for each Participant with the
accumulated Participant payroll deductions and/or with any additional lump-sum amounts contributed by the Eligible Employee. The Purchase Price shall be equal to 95% of the Fair Market Value of a share of Common Stock on the Purchase Date.
Additionally, commission charges relating to the purchase of Common Stock under the Plan shall be paid by the Company. 
 7. Investing in the Plan

 There are two methods for investing in the Plan: (1) payroll deductions and (2) lump-sum contributions.

 Plan elections for payroll deductions must be made in whole dollar amounts. The minimum dollar amount is $10.00 per payroll period for employees that are
paid weekly and $20.00 per pay period for employees that are paid either bi-weekly or semi-monthly. 
 If an employee elects to make a lump-sum contribution,
the minimum cash payment is $100 per Purchase Period. A completed lump-sum contribution form, together with the applicable cash payment, shall be received by the payroll department prior to the Enrollment Date. 







 8. Limitation on Purchases 
 The Fair Market Value of Common Stock that a Participant has the right to Purchase under the Plan cannot exceed $25,000 in one calendar year. This limitation is based on calculating the Fair Market Value at the
beginning of each Purchase Period. 
 9. Changing Payroll Deductions; Refunds 
 A Participant’s elected payroll deduction may be increased or decreased effective with the next Purchase Period. The form must be received by the payroll department no later than 15 days prior to the next
Purchase Period. An elected payroll deduction may not be changed during a Purchase Period. 
 Participants may, however, cease deductions or obtain a refund
of his/her lump-sum contribution during a Purchase Period so long as notice is received by the payroll department prior to the Purchase Date. If a Participant ceases deductions during a Purchase Period or wishes the refund of a lump-sum
contribution, the deductions already taken or the amount of the lump-sum contribution will be refunded to the Participant as soon as practicable. The Participant would not be eligible to participate again until the Purchase Period after the one in
which he/she withdrew. In order to rejoin the Plan, a new enrollment form must be submitted. 
 10. Rights as a Shareholder 
 From the initial Purchase Date of shares of Common Stock and thereafter (unless and until the Participant sells the Common Stock), the Participant shall have all the
rights and privileges of a stockholder of Watsco with respect to the shares of Common Stock purchased by the Participant. Proxy information will be provided for each stockholders’ meeting, so that each Participant may have his/her full and
fractional shares voted in accordance with their instructions. 
 11. Accounts 
 Wachovia Bank has been appointed Custodian for the Plan. The Custodian will maintain an Account for each Participant. A statement or confirmation will be issued following the purchase of shares of Common Stock, which
will include the number of full or fractional shares (rounded to three decimal places) purchased for the Participant at the end of each Purchase Period, the total number of shares owned by the Participant under the Plan and the cost per share.

 12. Delivery of Share Certificates; Restriction on Transfer 
 As soon as practicable after each Purchase Date, the Custodian shall issue a certificate representing the total number of whole shares of Common Stock for aggregate purchases of all of the Participants hereunder. Any
remaining amount, representing a fractional share that may not be certificated shall be carried forward to the next date of exercise for certification as a part of a whole share. 
 For each Purchase Period ending on or before December 31, 2005, except as hereinafter provided, for a period of 12 months after each Enrollment Date for each such Purchase Period in which the Participant
purchases stock (the “Restriction Period”), the shares of Common Stock purchased for that Purchase Period may not be sold, transferred or disposed of by the Participant other than upon death by will or the laws of descent and distribution
or to immediate family members or trusts established for their benefit. This restriction shall not apply with respect to shares of Common Stock purchased with respect to any Purchase Period beginning on or after January 1, 2006. 
 The foregoing restriction shall not apply to the transfer of shares pursuant to a plan of reorganization of the Company, but the stock, securities or other property
received in exchange therefore shall also become subject to the same transfer restrictions applicable to the original shares of Common Stock, and shall be held by the Custodian pursuant to the provisions hereof. 
 Upon expiration of the Restriction Period, the transfer restrictions shall cease to apply and the Participant may direct the sale of some or all of the whole shares of
Common Stock in his/her Account that are not then subject to transfer restrictions. 
 13. No Transfer Rights 
 The rights granted under this Plan may not be assigned or transferred under any circumstances other than by will or the laws of descent and distribution, and are
exercisable during a Participant’s lifetime only by the Participant. 







 14. Administration 
 The Plan is administered by the Committee. The members of the Committee are not eligible to participate in the Plan. The Committee has the authority to interpret the Plan and to establish rules and regulations for its administration, and
the decisions and interpretations by the Committee shall be final, conclusive and binding upon all Participants. The Committee has the authority to delegate the day-to-day administration of the Plan. 
 15. Designation of Beneficiary 
 A Participant may file a
written designation of a beneficiary who is to receive any shares and cash in the Participant’s Account, as well as any uninvested cash, if any, in the event of such Participant’s death. A Participant’s beneficiary designation may be
changed by the Participant at any time by written notice. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s death, the Company shall
deliver such shares and/or cash to the executor of the Participant’s estate, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to
the spouse or to any one or more dependents or relatives of the Participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate. 
 16. Selling Stock 
 Participants may sell shares of Common
Stock purchased under the Plan by completing and submitting the appropriate form to the payroll department or by notifying the Custodian. Participants will be responsible for payment of a commission equal to 5 cents per share of Common Stock sold.

 Restrictions may apply to the sale of shares of Common Stock by certain officers and executives of the Company and those having similar responsibilities,
who are subject to Watsco’s Code of Conduct for Senior Executives. 
 17. Shareholder Approval 
 The Plan shall become effective on July 1, 1996, subject to approval by the shareholders of Watsco in accordance with applicable law and the requirements of
Section 423 of the Code. Participation in the Plan may commence on the effective date, prior to receipt of shareholder approval, provided that, if shareholder approval is not received, no shares of Common Stock shall be purchased under the Plan
until Participants are advised of SEC rules regarding the purchase of shares. Participants would have the option to remain in the Plan or have deducted amounts returned. In addition, to the extent necessary to comply with Rule 16b-3 of the Exchange
Act or under Section 423 of the Code or other applicable law, the Committee shall obtain approval of the shareholders of Watsco of any Plan or any Plan amendment in such a manner and to such a degree as required. 
 18. Amendments 
 The Committee may at any time, or from time to
time, amend the Plan in any respect, except that, without approval of the shareholders of Watsco, no amendment may be made (a) increasing the number of shares which may be purchased under the Plan (other than provided in Section 5 herein),
(b) materially increasing the benefits accruing to Participants, or (c) materially modifying the requirements as to eligibility for participation in the Plan. 
 19. Termination of the Plan 
 The Plan and all rights hereunder shall
terminate on the earliest of: 
 - the date on which the maximum number of shares of Common Stock available for purchase under the Plan has been purchased;

 - the termination of the Plan by the Committee; 
 - the effective date of any consolidation or merger in which Watsco is not the surviving entity, any exchange or conversion of outstanding shares of Watsco for or into securities of another entity or other
consideration, or any complete liquidation of Watsco. 
 Upon termination of the Plan, any full shares in the Participant’s account together with a cash
amount for any fractional shares shall be delivered by the Custodian to the Participant or his/her legal representative as soon as practicable following such termination. 







 20. Laws and Regulations; Governing Law 
 Notwithstanding any other provision of the Plan, the rights of Participants to purchase Common Stock hereunder shall be subject to all applicable Federal, state, and foreign laws, rules and regulations and the rules
of each stock exchange upon which the Common Stock is from time to time listed. 
 As a condition to issuing any shares, the Company may require the
Participant to represent and warrant at the time of any such issuance that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned applicable provisions of law. 
 The Company may make such provisions as it deems appropriate for
withholding by the Company pursuant to federal or state tax laws of such amounts as the Company determines it is required to withhold in connection with the purchase or sale by a Participant of any Common Stock acquired pursuant to the Plan. The
Company may require a Participant to satisfy any relevant tax requirements before authorizing any issuance of Common Stock to such Participant. 
 The Plan
and purchase of Common Stock hereunder shall be subject to additional rules and regulations, not inconsistent with the Plan, that may be promulgated from time to time by the Committee regarding the purchases and sales of Common Stock. 
 The validity, construction and effect of the Plan and any rules and regulations relating to the Plan will be determined in accordance with the laws of the State of
Florida, without giving effect to principles of conflicts of laws, and applicable Federal law. 
 21. Employment Termination; Participant Retirement;
Death 
 Disposition of Account Upon Termination of Employment Other Than Retirement or Death- 
 If the employment of a Participant terminates for any reason other than retirement or death, his/her participation in the Plan terminates automatically as of the date of
the termination of employment. The Company shall promptly refund the amount of any uninvested amounts held under the Plan. In addition, upon termination of employment, for Participants with fewer than 100 restricted shares in his/her account, the
Custodian, as soon as is practicable following notification, shall sell all whole shares of Common Stock in the Participant’s Account and any fractional shares shall also be converted into cash. Such proceeds (less commissions and/or service
charges) upon sale of the whole shares together with the cash from the conversion of such fractional shares shall be delivered to the Participant. For participants with 100 shares or greater in his/her Account, the Participant may elect to request
that the Custodian issue a share certificate for some or all of such shares in the Account or may request that such shares be sold. Such disposition of shares shall not apply to Participants that are subject to Rule 16b-3 requirements; such
participants may obtain certificates for any whole shares held in his/her Account upon notification to the Custodian. 
 Disposition of Shares Upon Termination by Retirement - 
 A Participant may, upon attainment of age 65 and retirement from the Company, may by
written notice to the Company, request a certificate for any whole shares held in the Account. Unless such a request is received upon notification of retirement, the shares will be subject to sale upon termination of employment as described above.

 Disposition of Shares Upon Death- 
 Upon the death of the Participant, shares will be disposed of in accordance with Section 16. 
 22. Employment 
 The Plan
shall not confer any rights of continued employment upon any employee of the Company. 
 23. Use of Funds; No Interest Paid 
 All funds received by the Company under the Plan shall be included in the general funds of the Company and may be used for any corporate purpose. No interest shall be
paid to any Participant or credited to his/her account under the Plan. 







 24. Additional Restrictions of Rule 16b-3 
 Persons subject to Section 16 of the Exchange Act shall comply with the applicable provisions of Rule 16b-3 of the Exchange Act or any successor provision. This Plan shall be deemed to contain such additional
conditions and restrictions as may be required by Rule 16b-3 to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. In the event that Rule 16b-3 provides specific requirements for the
administrators of plans of this type, the Plan shall only be administered by such body and in such a manner as to comply with the applicable requirements of Rule 16b-3. Unless permitted by Rule 16b-3, no discretion concerning decisions regarding the
Plan shall be afforded to any Committee or person that is not “disinterested” as that term is used in Rule 16b-3. 
 25. Adjustments Upon
Changes in Capitalization 
 Subject to any required action by the stockholders of Watsco, the number of shares of Common Stock issued pursuant to the
Plan and the number of shares of Common Stock which have been authorized but are unissued under the Plan (collectively, the “Reserves”), as well as the price per share of Common Stock at which such shares may be purchased, shall be
proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination, or reclassification of the Common Stock, or any other increase or
decrease in the number of shares of Common Stock effected without receipt of consideration by Watsco; provided, however, that conversion of any convertible securities of Watsco shall not be deemed to have been “effected without receipt of
consideration.” Such adjustment shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issue by Watsco of shares of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject the Plan. 
 In the event of the proposed dissolution or liquidation of Watsco, the Purchase Period will terminate immediately prior to the consummation of such proposed action,
unless otherwise provided by the Committee. In the event of a proposed sale of all or substantially all of the assets of Watsco, or the merger of Watsco with or into another corporation, shares under the Plan shall be assumed or an equivalent share
shall be assumed or substituted by such successor corporation or a parent or subsidiary of such successor corporation. 
 The Committee may, if it so
determines in the exercise of its sole discretion, also make provision for adjusting the Reserves, as well as the price per share of Common Stock covered by each outstanding option, in the event that Watsco effects one or more reorganizations,
recapitalization, rights offerings or other increases or reductions of shares of its outstanding Common Stock, and in the event of Watsco being consolidated with or merged into any other corporation. 
 26. Federal Income Tax Consequences 
 This
guide is intended to give you a basic understanding of the United States federal income tax consequences of the Plan. The description is based on the laws and regulations in effect on the date of this Offering Memorandum. The discussion is general
in nature and is not intended to be a complete description of the federal income tax consequences of the Plan and is not intended as tax guidance to participants in the Plan. This discussion does not address the effects of other federal taxes or
taxes imposed under state, local or foreign tax laws. Because the tax consequences to any participant in the Plan may depend on his or her particular situation, each participant should consult a tax advisor as to the tax consequences of
participation. 
 1. You will not realize any taxable income either at the time you are granted the right to purchase shares under the Plan
or at the time the shares are actually purchased. However, amounts deducted from your compensation under the Plan and dividends paid on shares held in your account are taxable as income currently. 
 2. If you dispose of shares two years or more after the date on which your rights to purchase the shares under the Plan were granted, and one year or
more after the date on which the shares were purchased, then you will recognize ordinary income at the time of the disposition in an amount equal to the lesser of (a) the excess of the fair market value of the shares on the date of disposition
over the price you paid, or (b) 5% of the value of the shares on the date you were granted the right to purchase the shares. The grant date of your right to purchase shares during a purchase period is generally the first day of that purchase
period. However, if you become a participant on a date after the beginning of a purchase period, your grant date is the date you actually became a participant. 







 In addition, you will recognize a long-term capital gain or loss in an amount equal to the difference
between the amount realized upon the sale of the stock and your basis in the stock. Your basis is the purchase price you paid plus any amount taxed to you as ordinary income. 
 3. If you dispose of shares within two years after the grant date, or within one year of the date on which the shares were purchased, you will recognize
ordinary income at that time equal to the excess of the fair market value of the shares on the day they were purchased over the amount you paid for the shares. In addition, you will recognize a capital gain or loss in an amount equal to the
difference between the amount realized upon sale of the shares and your basis in the shares. Your basis would be the purchase price you paid plus the amount taxed to you as ordinary compensation income. If you hold the shares for more than one year,
the gain or loss will be a long-term capital gain or loss. 
 4. The Company will not be entitled to a deduction for federal income tax
purposes upon either the grant or exercise of purchase rights under the Plan. If you dispose of shares prior to satisfaction of the requisite two-year and one-year holding periods described above, the Company may be entitled to a deduction equal to
the ordinary compensation income you would be required to recognize. 
 27. Where You Can Find More Information 
 The Company files annual, quarterly and current reports, proxy statements and other information with the SEC under File No. 001-05581. You may read
and copy any document in the Company’s public files at the SEC’s offices at 450 Fifth Street, N.W., Washington, D.C. 20549. 
 Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. The Company’s SEC filings are also available to the public from the SEC’s web site at http://www.sec.gov through the SEC’s
electronic data gathering analysis and retrieval system, EDGAR. The Company’s common stock is traded on the New York Stock Exchange under the symbol “WSO” and the Company’s Class B common stock is traded on the American Stock
Exchange under the symbol “WSO-B”. 
 The SEC allows the Company to “incorporate by reference” the information the
Company files with it, which means that the Company can disclose important information to you by referring to those documents. The information incorporated by reference is considered to be part of this prospectus. Later information that the Company
files with the SEC will automatically update and supersede this information. The Company incorporates by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 by the Company: 
  

	 	(a)	the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004; 

  

	 	(b)	the Company’s Current Report on Form 8-K, dated April 4, 2005; 

  

	 	(c)	the Company’s Current Report on Form 8-K, dated August 18, 2005; 

  

	 	(d)	the Company’s Proxy Statement, dated April 29, 2005, relating to the 2005 Annual Meeting of Shareholders held on May 27, 2005; 

  

	 	(e)	the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005; 

  

	 	(f)	the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005; 

  

	 	(g)	the Company’s Quarterly Report on form 10-Q for the quarterly period ended September 30, 2005; and 

  

	 	(h)	the description of the Company’s Common Stock set forth in Registrant’s Form S-3 Registration Statement under the Securities Act (Registration No. 333-00371).









 The Company will provide to you, without charge, a copy of any and all of the documents or information
referred to above that the Company has incorporated by reference in this prospectus (other than exhibits to the documents unless those exhibits are specifically incorporated by reference into this prospectus). Requests for those copies should be
directed to the following address: 
 Watsco, Inc. 
 2665 South Bayshore Drive 
 Suite 901 
 Coconut Grove, Florida 
 Attn: Martine Donaldson 
 Telephone: (305) 714-4100 
 This offering memorandum forms a prospectus which is part of a registration
statement that the Company filed with the SEC. You should rely only on the information incorporated by reference or provided in this prospectus or any supplement. The Company has not authorized anyone else to provide you with different information.
You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of that document.