<PAGE>   1

                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

(Mark One)

[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934 for the quarterly period ended June 30, 1997

                           or

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934 for the transition period from __________ to
    _________

Commission File Number:  1-11849

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



              DELAWARE                                76-0484996
  (State or other jurisdiction of          (IRS Employer Identification No.)
   incorporation or organization)

        POST OAK TOWER, SUITE 725           
           5051 WESTHEIMER ROAD                       77056-5604
              HOUSTON, TEXAS                          (Zip Code)
 (Address of principal executive offices)

                                 (713) 599-0100
              (Registrant's telephone number, including area code)

         Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

         Yes   X    No
             -----     -----

         At August 13, 1997, 14,188,583 shares of Common Stock, par value 
$.001 per share, of the Registrant were outstanding.


<PAGE>   2

                      AMERICAN RESIDENTIAL SERVICES, INC.

                 FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1997

                                     INDEX


<TABLE>
<CAPTION>
                                                                                                                    Page
                                                                                                                    ----

<S>                                                                                                                  <C>
Part I - Financial Information........................................................................................1

Item 1 - Financial Statements.........................................................................................1

   General Information................................................................................................1

   Consolidated Balance Sheets as of December 31, 1996 and June 30, 1997 (Unaudited)..................................2

   Consolidated Statements of Operations for the Three and Six Months Ended
           June 30, 1996 and 1997 (Unaudited).........................................................................3

   Consolidated Statements of Cash Flows for the Six Months Ended
           June 30, 1996 and 1997 (Unaudited).........................................................................4

   Notes to Consolidated Financial Statements.........................................................................5

Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations.......................11

Part II - Other Information..........................................................................................15

Item 4 - Submission of Matters to a Vote of Security Holders.........................................................15

Item 6 - Exhibits and Reports on Form 8-K............................................................................16

Signature............................................................................................................19
</TABLE>


                                       i
<PAGE>   3
              AMERICAN RESIDENTIAL SERVICES, INC. AND SUBSIDIARIES

                         PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS

GENERAL INFORMATION

     American Residential Services, Inc. ("ARS" and, collectively with its
subsidiaries, the "Company") was incorporated in October 1995 and conducted no
operations of its own prior to the closing on September 27, 1996 of its initial
public offering of its common stock and its acquisition of seven residential
services businesses (the "Founding Companies"). For financial statement
presentation purposes, Atlas Services, Inc. ("Atlas"), one of the Founding
Companies, is the accounting acquiror. The Company has accounted for the
acquisitions of the remaining Founding Companies in accordance with the
purchase method of accounting, and their results of operations are included
with those of Atlas from September 30, 1996, the effective closing date of
their acquisition for accounting purposes.

     Since September 30, 1996 and through June 30, 1997, the Company acquired
an additional 50 businesses (collectively with the Founding Companies other
than Atlas, the "Acquired Businesses"). Of the 50 Acquired Businesses, 35 (the
"Purchased Businesses") were accounted for under the purchase method of
accounting, and the remainder (the "Pooled Businesses") were accounted for
under the pooling-of-interests method of accounting.

     The historical financial statements of the Company (including those of
Atlas prior to September 30, 1996) have been retroactively restated to give
effect to the operations of 13 of the 15 Pooled Businesses (the "Restated
Businesses"). The two remaining Pooled Businesses are not significant to prior
historical periods and are included in the consolidated results of the
Company beginning on the date of acquisition.

     The consolidated financial statements herein have been prepared by the
Company without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission that permit certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles to be condensed or omitted. The
Company believes the presentation and disclosures herein are adequate to make
the information not misleading, and the financial statements reflect all
elimination entries and normal recurring adjustments that are necessary for a
fair presentation of the results for the three and six months ended June 30,
1996 and 1997.

     Operating results for interim periods are not necessarily indicative of
the results for a full year. In addition, the pro forma combined financial
statement data for the three and six months ended June 30, 1996 presented
herein is not necessarily indicative of the results the Company would have
obtained had the events included in such pro forma data actually occurred when
assumed or of the Company's future results. It is suggested that these
consolidated financial statements be read in conjunction with the Consolidated
Financial Statements of the Company and the related notes thereto included in
ARS's Annual Report on Form 10-K for the year ended December 31, 1996.




                                    1
<PAGE>   4
              AMERICAN RESIDENTIAL SERVICES, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                       (IN THOUSANDS, EXCEPT SHARE DATA)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                        December 31,     June 30,
                                                                           1996            1997
                                                                         ---------      ---------
                                                                                       (Unaudited)
<S>                                                                      <C>            <C>  
                                ASSETS
CURRENT ASSETS:
     Cash and cash equivalents .....................................     $   9,239      $   5,093 
     Accounts receivable --
        Trade, net .................................................        27,504         36,468      
        Other ......................................................         2,010          3,749     
     Costs and estimated earnings in excess of billings on
        uncompleted contracts ......................................         1,003          6,030     
     Inventories ...................................................        11,254         15,798
     Prepaid expenses and other current assets .....................         1,559          4,098     
     Net assets held for resale ....................................           338            500
                                                                         ---------      ---------
           Total current assets ....................................        52,907         71,736   
PROPERTY AND EQUIPMENT, net ........................................        20,671         26,187      
GOODWILL, net ......................................................       131,193        171,996       
OTHER NONCURRENT ASSETS ............................................         1,380          5,431     
                                                                         ---------      ---------
           Total assets ............................................     $ 206,151      $ 275,350
                                                                         =========      =========

                 LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
     Current maturities of long-term debt ..........................     $   2,029      $     291
     Accounts payable and accrued liabilities ......................        27,192         30,886    
     Unearned revenue on service and warranty contracts ............         3,977          5,037      
     Billings in excess of costs and estimated earnings on                                
        uncompleted contracts ......................................         1,880          2,918     
                                                                         ---------      ---------
           Total current liabilities ...............................        35,078         39,132 
LONG-TERM DEBT, net of current maturities ..........................        53,126         95,250      
UNEARNED REVENUE ON SERVICE AND WARRANTY CONTRACTS..................           633            934   
DEFERRED INCOME TAXES ..............................................         2,494          3,342     

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
     Preferred Stock, $.001 par value, 10,000,000 shares authorized;
        None issued and outstanding ................................            --             --
     Common Stock, $.001 par value, 50,000,000 shares authorized;
        12,906,543 and 13,881,836 shares issued and outstanding ....            13             14
     Additional paid-in capital ....................................       125,637        143,604       
     Retained deficit ..............................................       (10,830)        (6,926)      
                                                                         ---------      ---------
        Total stockholders' equity .................................       114,820        136,692       
                                                                         ---------      ---------
           Total liabilities and stockholders' equity ..............     $ 206,151      $ 275,350
                                                                         =========      =========
</TABLE>



              The accompanying notes are an integral part of these
                      consolidated financial statements.


                                       2
<PAGE>   5



              AMERICAN RESIDENTIAL SERVICES, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                 (IN THOUSANDS, EXCEPT EARNINGS PER SHARE DATA)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                         Three Months                              Six Months                       
                                                         Ended June 30                            Ended June 30
                                              ------------------------------------     ------------------------------------
                                                            Pro Forma*                               Pro Forma*
                                                1996          1996          1997         1996          1996           1997
                                              --------      --------      --------     --------      --------      --------
<S>                                           <C>           <C>           <C>          <C>           <C>           <C>    
REVENUES ................................     $ 23,912      $ 51,853      $ 86,183     $ 47,254      $ 94,698      $152,252      
COST OF SERVICES ........................       17,216        37,162        59,660       34,105        68,242       106,310    
                                              --------      --------      --------     --------      --------      --------

     Gross profit .......................        6,696        14,691        26,523       13,149        26,456        45,942   
SELLING, GENERAL AND ADMINISTRATIVE
     EXPENSES ...........................        5,638        10,481        16,312       10,862        19,867        32,340   
                                              --------      --------      --------     --------      --------      --------

     Income from operations .............        1,058         4,210        10,211        2,287         6,589        13,602   

OTHER INCOME (EXPENSE):
     Interest expense ...................         (105)          (85)       (1,688)        (193)         (165)       (2,808)       
     Interest income ....................           28            78            46           52           204            76
     Other ..............................           39            53           302          142           186           489
                                              --------      --------      --------     --------      --------      --------

INCOME FROM CONTINUING OPERATIONS BEFORE
        INCOME TAXES ....................        1,020         4,256         8,871        2,288         6,814        11,359     

PROVISION FOR INCOME TAXES ..............          394         1,861         3,902          904         3,043         4,928        
                                              --------      --------      --------     --------      --------      --------
NET INCOME FROM CONTINUING OPERATIONS ...          626         2,395         4,969        1,384         3,771         6,431  

LOSS FROM DISCONTINUED OPERATIONS, NET OF
       INCOME TAXES .....................           --            --           (92)          --            --          (124)
                                              --------      --------      --------     --------      --------      --------


NET INCOME ..............................     $    626      $  2,395      $  4,877     $  1,384      $  3,771      $  6,307     
                                              ========      ========      ========     ========      ========      ========

WEIGHTED AVERAGE SHARES OUTSTANDING .....        3,602        11,615        13,733        3,602        11,615        13,572
                                              ========      ========      ========     ========      ========      ========

EARNINGS PER SHARE:
     Continuing operations ..............     $   0.17      $   0.21      $   0.36     $   0.38      $   0.32      $   0.47    
     Discontinued operations ............           --            --            --           --            --         (0.01)  
                                              --------      --------      --------     --------      --------      --------
         Total ..........................     $   0.17      $   0.21      $   0.36     $   0.38      $   0.32      $   0.46   
                                              ========      ========      ========     ========      ========      ========
</TABLE>

  ----------------
  * Pro forma combined results above include the results of (i) Atlas,
    retroactively restated for the Restated Businesses and (ii) the remaining
    Founding Companies combined as of January 1, 1996 and adjusted to reflect
    prospective reductions in compensation agreed to in connection with the
    acquisitions of those Founding Companies and the Restated Businesses,
    certain other non-recurring charges, goodwill amortization, interest expense
    and the impact of federal and state tax provisions on the pro forma
    operating results.

              The accompanying notes are an integral part of these
                      consolidated financial statements.


                                       3
<PAGE>   6



              AMERICAN RESIDENTIAL SERVICES, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                Six Months
                                                                               Ended June 30
                                                                            1996          1997
                                                                          -------      ---------
<S>                                                                       <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ..........................................................     $ 1,384      $   6,307
Adjustments to reconcile net income to net cash provided by (used in)                    
     operating activities --
     Depreciation and amortization ..................................         720          4,494
     Deferred tax expense (benefit) .................................        (141)           794
     Loss (gain) on sale of property and equipment ..................          (6)          (170)
     Current taxes on acquired S corporations .......................         807            458
     Changes in operating assets and liabilities --
         (Increase) decrease in --
              Accounts receivable, net ..............................         446         (4,497)
              Cost and estimated earnings in excess of billings on
                  uncompleted contracts .............................          70         (4,785)
              Inventories ...........................................        (342)        (1,921)
              Prepaid expenses and other current assets .............      (2,055)        (2,080)
              Other noncurrent assets ...............................         (35)        (3,496)
         Increase (decrease) in --
              Accounts payable and accrued liabilities ..............         331         (2,363)
              Unearned revenue on service and warranty contracts ....        (209)           208
              Billings in excess of costs and estimated earnings on
                  uncompleted contracts .............................         212            838
     Other, net .....................................................         (36)        (1,842)
                                                                          -------      ---------
         Net cash provided by (used in) operating activities ........       1,146         (8,055)
                                                                          -------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Additions to property and equipment ............................      (1,500)        (3,365)
     Proceeds from sales of property and equipment ..................         129            142
     Cash paid for business acquisitions, net of cash acquired ......        (126)       (22,857)
                                                                          -------      ---------
         Net cash used in investing activities ......................      (1,497)       (26,080)
                                                                          -------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Principal payments on long-term debt ...........................      (1,444)      (112,300)
     Proceeds from long-term debt ...................................       2,665        144,799
     S corporation dividends paid by the Founding Companies
         and the Restated Businesses ................................        (644)        (2,404)
     Other, net .....................................................         (19)          (106)
                                                                          -------      ---------
         Net cash used in financing activities ......................         558         29,989
                                                                          -------      ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ................         207         (4,146)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ....................       2,638          9,239
                                                                          -------      ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ..........................     $ 2,845      $   5,093
                                                                          =======      =========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
     Cash paid for:
         Interest ...................................................     $   118      $   1,028
         Income taxes ...............................................         573            846
</TABLE>

              The accompanying notes are an integral part of these
                      consolidated financial statements.


                                       4
<PAGE>   7
              AMERICAN RESIDENTIAL SERVICES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 1997
                                  (UNAUDITED)

 1.       BASIS OF PRESENTATION

         American Residential Services, Inc. ("ARS" and, collectively with its
subsidiaries, the "Company") was incorporated in October 1995 and conducted no
operations of its own prior to the closing on September 27, 1996 of its initial
public offering (the "IPO") of its common stock, par value $.001 per share
("Common Stock"), and its acquisition of seven residential services businesses
(the "Founding Companies"). For financial statement presentation purposes, Atlas
Services, Inc. ("Atlas"), one of the Founding Companies, is the accounting
acquiror. The Company has accounted for the acquisitions of the remaining
Founding Companies in accordance with the purchase method of accounting, and
their results of operations are included with those of Atlas from September 30,
1996, the effective closing date of their acquisition for accounting purposes.

         Since September 30, 1996 and through June 30, 1997, the Company
acquired an additional 50 businesses (collectively with the Founding Companies
other than Atlas, the "Acquired Businesses"). Of the 50 Acquired Businesses,
35 (the "Purchased Businesses") were accounted for under the purchase method of
accounting, and the remainder (the "Pooled Businesses") were accounted for
under the pooling-of-interests method of accounting. The allocation of the
purchase price to the assets acquired and liabilities assumed in certain
purchase transactions has been initially recorded based on preliminary
estimates of fair value and may be revised as additional information concerning
the valuation of such assets and liabilities becomes available. Also, the
purchases are based on preliminary estimates of value assigned to the Common
Stock issued in all acquisitions accounted for under the purchase method of
accounting that carries certain restrictions regarding the disposition of such
stock by the holders, and such value may be revised as additional information
becomes available.

         The historical financial statements of the Company (including those of
Atlas prior to September 30, 1996) have been retroactively restated to give
effect to the operations of 13 of the 15 Pooled Businesses (the "Restated
Businesses"). The two remaining Pooled Businesses are not significant to prior
historical periods and are included in the consolidated results of the Company
beginning on the date of acquisition.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         There have been no significant changes in the accounting policies of
the Company during the periods presented. For a description of these policies,
see Note 2 of the Notes to Consolidated Financial Statements of the Company in
ARS's Annual Report on Form 10-K for the year ended December 31, 1996.



                                       5
<PAGE>   8
3.       LONG-TERM DEBT

         The Company has in place a revolving credit facility (the "Credit
Facility") with a syndicate of banks, including NationsBank of Texas, N.A.,
which acts as the agent. On March 3, 1997, the Company increased the total
commitment under the Credit Facility from $55.0 million, which was in place at
December 31, 1996, to $100.0 million. For a description of the Credit Facility,
see "Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources" in Item 2 of this Report. As of
June 30, 1997, the Company had $37.4 million in outstanding borrowings under
the Credit Facility, bearing interest at a weighted average rate of
approximately 7.99%.

         On April 2, 1997, ARS sold $55.0 million aggregate principal amount 
of its 7 1/4% Convertible Subordinated Notes due 2004 (the "7 1/4% Notes"). The
7 1/4% Notes are unsecured obligations of ARS and are convertible at $25.50 per
share, subject to adjustment in certain events, into an aggregate of 2,156,863
shares of Common Stock. The Company used substantially all the net proceeds of
the offering of the 7 1/4% Notes to repay indebtedness outstanding under the
Credit Facility.
        
4.       EARNINGS PER SHARE

         The following table summarizes weighted average shares outstanding for
each of the periods presented (in thousands).

<TABLE>
<CAPTION>
                                                     Three Months                   Six Months
                                                     Ended June 30                 Ended June 30
                                              ---------------------------     ---------------------------
                                                       Pro Forma                      Pro Forma
                                              1996       1996       1997      1996       1996       1997
                                             ------     ------     ------    ------     ------     ------
<S>                                           <C>        <C>        <C>       <C>        <C>        <C>  
Shares issued in the acquisition of Atlas...  1,067      1,067      1,067     1,067      1,067      1,067
Shares issued in the acquisitions  of
  the Restated Businesses ..................  2,535      2,535      2,535     2,535      2,535      2,535
Shares issued in the formation of ARS ......     --      1,267      1,267        --      1,267      1,267
Shares issued to the remaining
  stockholders of the Founding Companies ...     --      1,876      1,876                1,876      1,876
Shares sold in the IPO .....................     --      4,830      4,830        --      4,830      4,830
Shares awarded to certain employees and
  consultants ..............................     --         40         40        --         40         40
Shares  issued in the acquisitions  of
  the Purchased Businesses  and the
  Pooled Businesses (excluding the
  Restated Businesses) .....................     --         --      1,727        --         --      1,509
Stock options and warrant, net of
  assumed repurchases of common  shares
  as treasury stock ........................     --         --        391        --         --        448
                                              -----     ------     ------     -----     ------     ------
    Weighted average shares
     outstanding ...........................  3,602     11,615     13,733     3,602     11,615     13,572
                                              =====     ======     ======     =====     ======     ======
</TABLE>


         In February 1997, the Financial Standards Accounting Board issued
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share." SFAS No. 128 revised the methodology to be used in computing earnings
per share ("EPS") such that the computations required for primary and fully
diluted 


                                       6
<PAGE>   9

EPS are to be replaced with "basic" and "diluted" EPS. Basic EPS is computed by
dividing net income by the weighted average number of shares of common stock
outstanding during the year. Diluted EPS reflects the potential dilution that
could occur if securities and other contracts to issue common stock were
exercised or converted into common stock. Diluted EPS is computed in the same
manner as fully diluted EPS, except that, among other changes, the average share
price for the period is used in all cases when applying the treasury stock
method to potentially dilutive outstanding options.

         The Company will adopt SFAS No. 128 effective December 15, 1997, and
will restate EPS for all periods presented. Presented below is the expected
impact of SFAS No. 128 on the Company's EPS for all periods presented.

<TABLE>
<CAPTION>
                                                             Three Months Ended June 30
                                          -----------------------------------------------------------------
                                                                    Pro Forma
                                                1996                  1996                   1997
                                          ------------------    -------------------     -------------------
                                          Basic      Diluted    Basic       Diluted     Basic       Diluted
<S>                                       <C>        <C>        <C>         <C>         <C>         <C>    
Net income from continuing operations     $  626     $  626     $ 2,395     $ 2,395     $ 4,969     $ 4,969     
Loss from discontinued operations ...         --         --          --          --         (92)        (92)     
                                          ------     ------     -------     -------     -------     -------
Net income ..........................     $  626     $  626     $ 2,395     $ 2,395     $ 4,877     $ 4,877     
                                          ======     ======     =======     =======     =======     =======
Shares outstanding ..................      3,602      3,602      11,615      11,615      13,342      13,733
                                          ======     ======     =======     =======     =======     =======


Earnings per share:
     Continuing operations ..........     $ 0.17     $ 0.17     $  0.21     $  0.21     $  0.37     $  0.36      
     Discontinued operations ........         --         --          --          --          --          --
                                          ------     ------     -------     -------     -------     -------
     Total ..........................     $ 0.17     $ 0.17     $  0.21     $  0.21     $  0.37     $  0.36
                                          ======     ======     =======     =======     =======     =======
</TABLE>


<TABLE>
<CAPTION>
                                                                Six Months Ended June 30
                                             -------------------------------------------------------------------
                                                                        Pro Forma
                                                   1996                   1996                     1997
                                             -----------------     -------------------      --------------------
                                             Basic     Diluted      Basic      Diluted       Basic       Diluted
                                            -------    -------     -------     -------      -------      -------
<S>                                          <C>        <C>        <C>         <C>          <C>          <C>    
Net income from continuing operations ..     $1,384     $1,384     $ 3,771     $ 3,771      $ 6,431      $ 6,431      
Loss from discontinued operations ......         --         --          --          --         (124)        (124)          
                                             ------     ------     -------     -------      -------      -------
Net income .............................     $1,384     $1,384     $ 3,771     $ 3,771      $ 6,307      $ 6,307      
                                             ======     ======     =======     =======      =======      =======
Shares outstanding .....................      3,602      3,602      11,615      11,615       13,124       13,572
                                             ======     ======     =======     =======      =======      =======


Earnings per share:
     Continuing operations .............     $ 0.38     $ 0.38     $  0.32     $  0.32      $  0.49      $  0.47   
     Discontinued operations ...........         --         --          --          --        (0.01)       (0.01)
                                             ------     ------     -------     -------      -------      -------
     Total .............................     $ 0.38     $ 0.38     $  0.32     $  0.32      $  0.48      $  0.46     
                                             ======     ======     =======     =======      =======      =======
</TABLE>

5.       INCOME TAXES

         The Company files a consolidated federal income tax return, which
includes the operations of all Acquired Businesses for periods subsequent to
the respective dates of acquisition. Acquired Businesses each file a "short
period" federal income tax return through their respective acquisition dates.

         Certain of the Pooled Businesses were S corporations for income tax
purposes prior to their acquisition by the Company. Accordingly, any income tax
liabilities for the periods prior to their acquisition dates are the
responsibility of their former owners. For purposes of these consolidated
financial statements, federal and state income taxes have been reflected as if
these Pooled Businesses had filed C corporation tax returns for the
pre-acquisition periods, with the current income tax expense of those S
corporations reflected as an increase to additional paid-in capital.

                                       7


<PAGE>   10
6.       DISCONTINUED OPERATIONS

         In 1996, the Company decided to discontinue its retail appliance sales
division to concentrate its financial and other resources on its core
residential services and commercial maintenance services businesses. The net
loss of this division is included in the statements of operations under
discontinued operations and therefore revenues, cost of sales, selling, general
and administrative expenses, other income and expense, and income taxes exclude
amounts associated with the discontinued division. Revenues from this division
were approximately $2.7 million and $5.1 million for the three and six months
ended June 30, 1997, respectively. Certain expenses have been allocated to
discontinued operations based on estimated divisional usage. All assets of these
operations are expected to be sold in 1997 and are reflected as net assets held
for sale in the accompanying balance sheet.

7.       BUSINESS COMBINATIONS

POOLINGS

         During the first six months of 1997, the Company acquired the 15
Pooled Businesses under the pooling-of-interests method in exchange for
2,662,730 shares of Common Stock. The results of operations of the 13 Restated
Businesses are included in all periods herein, while the results of operations
of the other two Pooled Businesses are included from their respective effective
acquisition dates. The combined revenues and net income of the 13 Restated
Businesses for the periods prior to their acquisition by the Company were as 
follows (in millions):

<TABLE>
<CAPTION>
                                                            Three Months                    Six Months
                                                           Ended June 30                   Ended June 30
                                                    ---------------------------     ---------------------------
                                                       1996            1997             1996             1997
                                                    ----------      ----------       ----------       -----------
           <S>                                       <C>              <C>              <C>              <C>
           Revenues............................      $  16.4          $  8.5           $  33.1          $  23.3
           Net Income..........................          0.6             0.7               1.1              1.7
</TABLE>

PURCHASES

         From September 30, 1996 through June 30, 1997, the Company accounted
for the acquisitions of the 35 Purchased Businesses under the purchase method of
accounting. The aggregate consideration paid in those transactions consisted of
$67.0 million in cash (including short-term notes that were subsequently 
repaid with proceeds from borrowings under the Credit Facility), 2,123,151
shares of Common Stock and a promissory note in the principal amount of $1.8
million. The accompanying balance sheet as of June 30, 1997 includes
preliminary estimates of fair value and may be revised as additional
information concerning the valuation of the assets and liabilities of the
businesses acquired becomes available. Also, the purchases are based on
preliminary estimates of value assigned to the Company's Common Stock issued in
all acquisitions accounted for under the purchase method of accounting that
carries certain restrictions regarding the disposition of such stock by the
holders, and such value may be revised as additional information becomes
available.
        

                                       8
<PAGE>   11

         Subsequent to June 30, 1997 and through the date of filing of this
Report, the Company completed seven additional acquisitions (the "Subsequent
Acquisitions") for approximately $4.6 million in cash and 297,247 shares of
Common Stock. The Company will account for two of those acquisitions as
pooling-of-interests transactions and the remaining five acquisitions as
purchase transactions. The historical financial statements of the Company will
not be restated for either of the pooling-of-interests transactions as they are
not significant to prior historical periods and will be included in the
consolidated results of the Company beginning on the date of acquisition. The
businesses acquired in the Subsequent Acquisitions contributed approximately
$9.0 million and $9.5 million in revenues to the pro forma financial
information set forth below for the six months ended June 30, 1996 and 1997,
respectively.

         Set forth below are unaudited pro forma combined revenue and net
income data reflecting the pro forma effect of the acquisitions of the Acquired
Businesses and the Subsequent Acquisitions, as if they had occurred at the
beginning of each period presented.
        
<TABLE>
<CAPTION>
                                                                                      Six Months
                                                                                     Ended June 30
                                                                             --------------------------
                                                                              (in millions, except per
                                                                                   share amounts)
                                                                                    (unaudited)
                                                                             --------------------------
                                                                                1996            1997
                                                                             -----------     ----------
          <S>                                                                <C>             <C> 
          Pro forma revenues.............................................    $     175.4     $    187.5
                                                                             ===========     ==========
          Pro forma net income from continuing operations................    $       5.3     $      6.7
                                                                             ===========     ==========
          Pro forma net income per share from continuing operations......    $      0.37     $     0.46
                                                                             ===========     ==========
</TABLE>

          Pro forma adjustments included in the amounts above primarily relate
to: (i) compensation differentials, reflecting reduced compensation amounts
agreed on in connection with the acquisitions, (ii) adjustment for rent expense
on certain leased facilities, reflecting reductions in rent agreed on in
connection with the acquisitions, (iii) adjustments for the effects of assets
distributed to and costs of certain leases assumed by owners of certain of the
businesses acquired, (iv) adjustments for pro forma goodwill amortization
expense using a 40-year estimated life, (v) eliminations of historical interest
expense related to certain obligations that were repaid or not assumed by the
Company, reduced by interest expense on borrowed funds used to pay the cash
portion of the purchase price of the businesses acquired, (vi) the issuance and
sale of the 7 1/4% Notes by ARS and the application of the proceeds from that
sale and (vii) adjustments to the federal and state income tax provisions
on pro forma operating results. Net income per share for the six months ended
June 30, 1996 and 1997 assumes all shares issued for the acquisitions of the
Acquired Businesses and the Subsequent Acquisitions had been outstanding for the
periods presented.

         The pro forma results presented are not necessarily indicative of
actual results that might have occurred had the operations and management teams
of the Company and the businesses acquired been combined at the beginning of
the periods presented.


                                       9
<PAGE>   12

 8.       SUBSEQUENT EVENTS

         In July 1997, ARS registered an additional 10,000,000 shares of Common
Stock and $100.0 million aggregate principal amount of convertible subordinated
debt securities (the "Convertible Debt Securities") under the Securities Act of
1933, as amended pursuant to a shelf registration statement on Form S-4 for
issuance from time to time in connection with acquisitions. ARS is currently
authorized pursuant to its Credit Facility to issue up to $25.0 million
aggregate principal amount of Convertible Senior Subordinated Notes, Series A
(the "Series A Notes") (representing a series of the Convertible Debt
Securities), maturing April 15, 2004. Certain terms of the Series A Notes,
including the interest rate and the conversion price, will be determined by ARS
in connection with the acquisitions for which such notes are issued.


                                      10
<PAGE>   13

                      AMERICAN RESIDENTIAL SERVICES, INC.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

INTRODUCTION

         The following discussion should be read in conjunction with the
consolidated financial statements and notes thereto included in Item 1 of this
Report and the financial statements and notes thereto included in ARS's Annual
Report on Form 10-K for the year ended December 31, 1996 (the "1996 Form
10-K"). Statements herein regarding future financial or operational performance
and results of the Company or other similar matters that are not historical
facts constitute forward-looking statements and are subject to numerous risks
and uncertainties, including but not limited to the availability of attractive
acquisition opportunities, the successful integration and profitable management
of businesses acquired, the improvement of operating efficiencies, the
availability of working capital and funding for future acquisitions, the
ability to grow internally through expansion of services and customer bases and
reduction of overhead, the level and nature of competition from other
residential services and commercial maintenance services providers and other
factors discussed in the 1996 Form 10-K.

         The Company derives its revenues primarily from (i) owners and
occupants of homes and small commercial buildings, (ii) builders and developers
of new homes, residential developments and small commercial buildings and (iii)
owners and managers of large commercial, industrial and institutional
facilities. Cost of services consists primarily of salaries and benefits of
service and installation personnel, parts and materials, subcontracted
services, depreciation, maintenance, fuel and equipment rentals. Selling,
general and administrative expenses consist primarily of compensation and
related benefits payable to former owners of Acquired Businesses and to
management and administrative personnel, advertising, office rent and
utilities, communications and professional fees.

         Prior to their acquisition by the Company, the Acquired Businesses
were managed as independent private businesses, and their results of operations
reflect different tax structures (S corporations and C corporations), which
have influenced, among other things, their historical levels of owners'
compensation. Certain owners agreed to reductions in their compensation and
benefits in connection with the acquisition of their businesses by the Company.

         For financial reporting purposes, Atlas is presented as the acquiror
in all the acquisitions by ARS through September 30, 1996, the effective date
of the acquisitions of the Founding Companies. The Company's historical
financial statements for periods ended on or before September 30, 1996 are the
consolidated historical financial statements of Atlas retroactively restated to
give effect to the operations of the 13 Restated Businesses accounted for under
the pooling-of-interests method of accounting. As used in this discussion, the
"Company" means (i) Atlas prior to September 30, 1996 and (ii) ARS and its
consolidated subsidiaries on that date and thereafter, and the term "Acquired
Businesses" does not include Atlas.


                                      11
<PAGE>   14

RESULTS OF OPERATIONS

THREE AND SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE AND SIX MONTHS 
ENDED JUNE 30, 1996

         The following table sets forth various items as a percentage of the
Company's revenues:

<TABLE>
<CAPTION>
                                                    Three Months          Six Months 
                                                    Ended June 30        Ended June 30
                                                   --------------       -------------- 
                                                   1996     1997        1996      1997
                                                   -----    -----       -----    ----- 
<S>                                                <C>      <C>         <C>      <C>   
Revenues ......................................    100.0%   100.0%      100.0%   100.0%
Cost of services ..............................     72.0     69.2        72.2     69.8
                                                   -----    -----       -----    ----- 
     Gross  profit ............................     28.0     30.8        27.8     30.2
Selling, general and administrative expenses ..     23.6     18.9        23.0     21.2
                                                   -----    -----       -----    ----- 
     Income from operations ...................      4.4     11.9         4.8      9.0
Interest expense ..............................     (0.4)    (2.0)       (0.4)    (1.9)  
Interest and other income/(expense), net ......      0.3      0.4         0.4      0.4
                                                   -----    -----       -----    -----
Income from continuing operations before
     income taxes .............................      4.3     10.3         4.8      7.5 
Income taxes ..................................      1.7      4.5         1.9      3.3
                                                   -----    -----       -----    -----
Net income from continuing operations .........      2.6%     5.8%        2.9%     4.2%
                                                   =====    =====       =====    =====

</TABLE>

         Revenues increased by 260.7% from $23.9 million for the three months
ended June 30, 1996 to $86.2 million for the three months ended June 30, 1997.
Revenues increased 222.0% from $47.3 million for the six months ended June 30,
1996 to $152.3 million for the six months ended June 30, 1997. Approximately
$56.1 million and $94.9 million of the increase from the three and six months
ended June 30, 1996 to the corresponding periods in 1997, respectively, resulted
from the inclusion of revenues from the Acquired Businesses that were accounted
for as purchase acquisitions. The remainder of the increase was primarily
attributable to increased demand for the Company's services in South Carolina
and the Washington, D.C. metropolitan area. 

         Cost of services increased 246.5% and 211.7% to $59.7 million and
$106.3 million for the three and six months ended June 30, 1997, respectively,
as compared to the corresponding periods in the prior year, reflecting
increased costs associated with the higher level of revenues. Gross profit, as
a percentage of revenues, increased from 28.0% for the three months ended June
30, 1996 to 30.8% for the three months ended June 30, 1997. Gross profit, as a
percentage of revenues, increased from 27.8% for the six months ended June 30,
1996 to 30.2% for the six months ended June 30, 1997. The improvement in gross
profit in 1997 was primarily attributable to the purchase acquisitions of
businesses providing residential maintenance services, which typically generate
higher margins than new residential installation services, as well as purchase
discounts from equipment vendors through consolidated purchasing.

         Selling, general and administrative expenses increased $10.7 million
and $21.4 million to $16.3 million and $32.3 million for the three and six
months ended June 30, 1997, respectively, as compared to the corresponding
periods in the prior year. The increases were primarily due to the operations of
the Acquired Businesses that were accounted for as purchase acquisitions and
goodwill amortization associated with the purchase acquisitions, coupled with
the addition of ARS's corporate personnel and administrative infrastructure.

         Interest expense increased $1.7 million and $2.8 million for the three
and six months ended June 30, 1997, respectively. The increase in both periods
was attributable to the issuance by ARS on April 2, 1997 of the 7 1/4% Notes (as
defined below) and borrowings under the Credit Facility (as defined below) to
fund the cash portion of the aggregate purchase price for the acquisitions of
the Acquired Businesses.

         Interest and other income/(expense), net increased $0.3 million and
$0.4 million for the three and six months ended June 30, 1997. The increase was
primarily attributable to (i) gains realized on the non-recurring sale of excess
vehicles and equipment and (ii) rental income earned on property held by the
Company and leased to third parties.

         The effective tax rate for the six months ended June 30, 1997 was
43.4%, representing management's estimate of the effective tax rate for fiscal
1997.


                                      12
<PAGE>   15

 LIQUIDITY AND CAPITAL RESOURCES

         During the six months ended June 30, 1997, net cash used in operating
activities was $8.1 million, capital expenditures totaled $3.4 million and
net borrowings of debt amounted to $32.5 million. The Company anticipates
capital expenditures (exclusive of acquisitions) of approximately $4.0 million
during the remainder of 1997, primarily for computer equipment, leasehold
improvements and furniture and fixtures. The Company believes its cash flow
from operations and the borrowings available under its revolving credit
facility will be sufficient to support its ongoing operations and anticipated
capital expenditures for the remainder of 1997.

         The Company has in place a revolving credit facility (the "Credit
Facility") with a syndicate of banks, including NationsBank of Texas, N.A, which
acts as the agent. On March 3, 1997, the Company increased the size of the
Credit Facility from $55.0 million to $100.0 million. Borrowings under the
Credit Facility may be used for general corporate purposes, including the
funding of any cash paid in connection with acquisitions, refinancing
indebtedness of businesses acquired, capital expenditures and working capital.
Loans under the Credit Facility bear interest at a designated variable base rate
plus a margin ranging from 0 to 50 basis points, depending on the ratio of the
Company's interest-bearing debt to its trailing 12-month earnings before
interest, taxes, depreciation and amortization. At the Company's option, the
loans may bear interest based on a designated London interbank offering rate
plus a margin ranging from 100 to 200 basis points, depending on the same ratio.
The margin is reset on a quarterly basis and also may be reset on the closing of
an acquisition involving cash consideration in excess of $5.0 million or upon a
principal repayment in excess of $5.0 million. Commitment fees of 30 to 50 basis
points per annum are payable on the unused portion of the line of credit. The
Credit Facility has a $5.0 million sublimit for standby letters of credit. The
Credit Facility requires the consent of the lenders for acquisitions exceeding a
certain level of cash consideration, prohibits the payment of dividends by the
Company (except for dividends payable in Common Stock and certain preferred
stock), does not permit the Company to incur or assume other indebtedness (other
than approved subordinated indebtedness) in excess of any amount equal to 5% of
its consolidated net worth and requires the Company to comply with certain
financial covenants. The Credit Facility will terminate and all amounts
outstanding, if any, thereunder will be due and payable in September 1999. The
Company's subsidiaries have guaranteed the repayment of all amounts due under
the Credit Facility, and the Company has pledged the stock of its operating
subsidiaries as collateral for its obligations under the Credit Facility. At
June 30, 1997, the Company's outstanding borrowings under the Credit Facility
were $37.4 million, bearing interest at a weighted average rate of 7.99%. As of
August 13, 1997, the Company had outstanding borrowings under the Credit
Facility in the amount of $45.0 million, bearing interest at a weighted average
rate of 7.07%.

         On April 2, 1997, ARS sold $55.0 million aggregate principal amount of
its 7 1/4% Convertible Subordinated Notes due 2004 (the "7 1/4% Notes"). These
notes are unsecured obligations of ARS and are convertible into an aggregate of
2,156,863 shares of Common Stock of the Company at a conversion price of $25.50
per share, subject to adjustment in certain events. ARS used substantially all
the net proceeds from its sale of the 7 1/4% Notes to repay indebtedness
outstanding under the Credit Facility.

         In January 1997, ARS registered 5,000,000 shares of its Common Stock
under the Securities Act of 1933, as amended (the "Securities Act"),
pursuant to a shelf registration statement on Form S-4 for issuance from
time to time in connection with acquisitions. Through July 1997, the Company
issued an aggregate of 3,647,212 shares pursuant to that shelf registration
statement as part of the consideration for the acquisitions of 43 businesses.



                                      13
<PAGE>   16
         In July 1997, ARS registered an additional 10,000,000 shares of Common
Stock and $100.0 million aggregate principal amount of convertible subordinated
debt securities (the "Convertible Debt Securities") under the Securities Act
pursuant to a shelf registration statement on Form S-4 for issuance from time to
time in connection with acquisitions. ARS is currently authorized pursuant to
its Credit Facility to issue up to $25.0 million aggregate principal amount of
Convertible Senior Subordinated Notes, Series A (the "Series A Notes")
(representing a series of the Convertible Debt Securities), maturing April 15,
2004. Certain terms of the Series A Notes, including the interest rate and the
conversion price, will be determined by ARS in connection with the acquisitions
for which such notes are issued.

         In 1997 (through June 30), the Company acquired 37 businesses for an 
aggregate consideration of $25.5 million in cash, 3,445,241 shares of Common
Stock and a promissory note in the principal amount of $1.8 million. Since June
30, 1997 to the date of filing of this Report, the Company acquired an
additional seven businesses for an aggregate consideration of $4.6 million in
cash and 297,247 shares of Common Stock. All shares of Common Stock issued for
the acquisitions during 1997 were issued under ARS's shelf registration
statements. Funding of the cash portion of the purchase prices and repayment of
indebtedness assumed in connection with those acquisitions was provided by funds
from operations and borrowings under the Credit Facility.

         The Company intends to continue to pursue attractive acquisition
opportunities of both residential services and commercial maintenance services
businesses. The timing, size or success of any acquisitions effort and the
associated potential capital commitments are unpredictable. The Company expects
to fund future acquisitions primarily through a combination of Common Stock,
working capital, cash flow from operations and borrowings, including the
unborrowed portion of the Credit Facility, issuances of the Convertible Debt
Securities and the possible public or private sale of additional debt or equity
securities.

SEASONALITY AND FLUCTUATIONS IN OPERATIONS RESULTS

          The Company has experienced, and expects that it will in the future
experience, quarterly fluctuations in revenues, operating income and cash flows
as a result of changes in weather conditions. Except for certain areas of the
southern United States, the demand for new residential installations is lower
in the winter months because new construction activity is lower as a result of
colder weather (although the Company expects that such reduction in demand may
be partially offset by increases in the demand for commercial replacement
services generally experienced in the winter months). Demand for heating,
ventilation and air conditioning services is generally higher in the second and
third quarters. In addition to the effects of seasonality, the Company's
quarterly results may fluctuate as a result of a number of other factors,
including the timing of acquisitions and the cyclical nature of the
homebuilding industry which will influence the levels of housing starts from
time to time in the markets in which the Company engages in new residential
installation services and affect the Company's ability to maintain or increase
revenues from those services. Accordingly, quarterly comparisons of the
Company's revenues and operating results should not be relied on as an
indication of future performance, and the results of any quarterly period may
not be indicative of the results to be expected for a full year.


                                      14
<PAGE>   17
                      AMERICAN RESIDENTIAL SERVICES, INC.

                          PART II - OTHER INFORMATION

ITEM 2 - CHANGES IN SECURITIES

         On April 2, 1997, ARS sold $55.0 million aggregate principal amount of
its 7 1/4% Notes to Smith Barney Inc., Goldman, Sachs & Co. and Montgomery
Securities (the "Initial Purchasers") for resale by the Initial Purchasers to
"qualified institutional buyers" (as defined in Rule 144A promulgated under the
Securities Act). Neither the 7 1/4% Notes nor the underlying shares of 
Common Stock were registered under the Securities Act. ARS sold the securities
in reliance on Section 4(2) under the Securities Act. The initial price to
investors totaled $55.0 million, and the discounts and commissions totaled $1.65
million. The 7 1/4% Notes are convertible into shares of Common Stock at any
time prior to their maturity on April 15, 2004 at a conversion price of $25.50
per share, subject to adjustment in certain events.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         On June 3, 1997, the Company held its 1997 Annual Meeting of 
Stockholders. The matters voted on at the meeting and the results thereof
are as follows: 

A. Election of Class I Directors. 

Stockholders elected the persons listed below as Class I directors whose 
terms expire at the 2000 annual meeting of stockholders. Results by 
nominee were:


<TABLE>
<CAPTION>
                                             VOTED          AUTHORITY
                                              FOR           WITHHELD
<S>                                        <C>               <C>
C. Clifford Wright, Jr.                    9,400,491         46,609
Thomas N. Amonett                          9,201,696        245,404 
Elliot Sokolow                             9,400,026         47,074
</TABLE>

The Class II directors, whose terms expire at the 1998 annual meeting of
stockholders, are Howard S. Hoover, Jr., Robert J. Cruikshank, Randall B. Hale
and Frank N. Menditch. The Class III directors, whose terms expire at the 1999
annual meeting of stockholders, are Gorden H. Timmons, Nolan Lehmann, William P.
McCaughey and Don D. Sykora. 

B. Ratification of Appointment of Independent Public Accountants.

Stockholders ratified the appointment of Arthur Andersen LLP as the Company's
independent public accountants for the fiscal year ending December 31, 1997,
with 9,406,050 shares voted for, 21,720 shares voted against, 19,330 abstentions
and no broker non-votes.


                                      15
<PAGE>   18




ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K 

(a) Exhibits.

Exhibit
  No.                                       Description
-------                                     -----------
*2.1          Agreement and Plan of Reorganization dated as of June 13, 1996 to
              which American Residential Services, Inc. ("ARS") and Climatic
              Corporation of Vero Beach are parties (Form S-1, Reg. No.
              333-06195, Ex. 2.1).

*2.2          Agreement and Plan of Reorganization dated as of June 13, 1996
              to which ARS and Florida Heating and Air Conditioning, Inc. are
              parties (Form S-1, Reg. No. 333-06195, Ex. 2.2).

*2.3          Agreement and Plan of Reorganization dated as of June 13, 1996
              to which ARS and Atlas Services, Inc. are parties (Form S-1, Reg.
              No. 333-06195, Ex. 2.3).

*2.4          Agreement and Plan of Reorganization dated as of June 13, 1996 to
              which ARS and DIAL ONE Meridian and Hoosier, Inc. are parties
              (Form S-1, Reg. No. 333-06195, Ex. 2.4).

*2.5          Agreement and Plan of Reorganization dated as of June 13, 1996 to
              which ARS and Bullseye Air Conditioning, Inc. are parties (Form
              S-1, Reg. No. 333-06195, Ex. 2.5).

*2.6          Agreement and Plan of Reorganization dated as of June 13, 1996 to
              which ARS and Florida Heating and Air Conditioning Duct, Inc. are
              parties (Form S-1, Reg. No. 333-06195, Ex. 2.6).

*2.7          Agreement and Plan of Reorganization dated as of June 13, 1996 to
              which ARS and Florida Heating and Air Conditioning Service, Inc.
              are parties (Form S-1, Reg. No. 333-06195, Ex. 2.7).

*2.8          Agreement and Plan of Reorganization dated as of June 13, 1996 to
              which ARS and General Heating Engineering Company, Inc. are
              parties (Form S-1, Reg. No. 333-06195, Ex. 2.8).

*2.9          Agreement and Plan of Reorganization dated as of June 13, 1996 to
              which ARS and Enterprises Holding Company ("EHC") are parties
              (Form S-1, Reg. No. 333-06195, Ex. 2.9).

*2.10         Form of Uniform Provisions for the Acquisition of Founding 
              Companies (Form S-1, Reg. No. 333-06195, Ex. 2.10).

*2.11         Agreement and Plan of Reorganization dated as of December 11, 
              1996 to which ARS and Metro Heating and Air Conditioning, Inc.
              are parties (Form S-4, Reg. No. 333-18623, Ex. 2.11).


                                      16
<PAGE>   19



Exhibit
  No.                                       Description
-------                                     -----------
*3.1          Restated Certificate of Incorporation of ARS (Form S-1, Reg. No. 
              333-06195, Ex. 3.1).

*3.2          Bylaws of ARS (Form S-1, Reg. No. 333-06195, Ex. 3.2).

*3.3          Certificate of Designation of Series A Junior Participating 
              Preferred Stock (Form S-1, Reg. No. 333-06195, Ex. 3.3).

*4.1          Form of Certificate representing Common Stock (Form S-1, Reg. 
              No. 333-06195, Ex. 4.1).

*4.2          Rights Agreement of ARS, including form of Rights Certificate as 
              Exhibit B thereto (Form S-8, Reg. No. 333-13299, Ex. 4.4).

*4.3          Registration Rights Agreement among ARS and the stockholders 
              listed on the signature pages thereto (Form S-1, Reg. No.
              333-06195, Ex. 4.3).

*4.4.         Stock Registration Agreement dated as of March 6, 1996 between 
              ARS and Equus II Incorporated (Form S-1, Reg. No. 333-06195, Ex.
              4.4).

*4.5          Stock Piggyback Registration Agreement dated as of March 19, 1996
              between EHC and NationsBank of Texas, N.A. ("NationsBank") (Form
              S-1, Reg. No. 333-06195, Ex. 4.5).

*4.6          Revolving Loan Agreement dated March 3, 1997 among ARS,  
              NationsBank and the other parties designated therein (Form 10-K
              for 1996, File No. 1-11849, Ex. 4.6).

*4.7          First Amendment to Revolving  Loan Agreement dated March 24, 
              1997, among ARS, NationsBank and the other parties designated
              therein (Form 10-K for 1996, File No. 1-11849, Ex. 4.7).

 4.8          Second Amendment to Revolving Loan Agreement dated as of June 30,
              1997, among ARS, NationsBank and the other parties designated
              therein.

*4.9          Indenture dated as of April 1, 1997 between ARS and U.S. Trust 
              Company of Texas, N.A., as Trustee, relating to $55,000,000
              aggregate principal amount of 7 1/4% Convertible Subordinated 
              Notes due 2004 of ARS (Form S-4, Reg. No. 333-18623, 
              Ex. 4.8).

*4.10         Registration Rights Agreement dated as of April 1, 1997 between 
              ARS and Smith Barney Inc., Goldman, Sachs & Co. and Montgomery
              Securities (Form S-4, Reg. No. 333-18623, Ex. 4.9).

 4.11         Indenture dated as of July 31, 1997, between ARS and U.S. Trust 
              Company of Texas, N.A., as Trustee, relating to Convertible
              Subordinated Debt Securities of ARS.



                                      17
<PAGE>   20
Exhibit
  No.                                       Description
-------                                     -----------
              ARS and certain of its subsidiaries are parties to certain debt
              instruments under which the total amount of its securities
              authorized does not exceed 10% of the total assets of ARS and its
              subsidiaries on a consolidated basis. Pursuant to paragraph
              4(iii)(A) of Item 601(b) of Regulation S-K, ARS agrees to furnish
              a copy of such instruments to the Commission upon request.

*10.4         Amended and Restated Employment Agreement dated as of April 1, 
              1997 between ARS and Harry O. Nicodemus, IV (Form S-4, Reg. No.
              333-18623, Ex. 10.4).

 27.1        Financial Data Schedule

*  Incorporated by reference.


              (b) Reports on Form 8-K.

              None


                                      18
<PAGE>   21




                                   SIGNATURE


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


                                         AMERICAN RESIDENTIAL SERVICES, INC.



Dated: August 14, 1997                   By:   /s/ HARRY O. NICODEMUS, IV
                                            -----------------------------------
                                                  Harry O. Nicodemus, IV
                                                  Vice President
                                                  (Chief Financial Officer and
                                                  Chief Accounting Officer)


                                      19
<PAGE>   22
                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit
  No.                                       Description
-------                                     -----------
<S>           <C>
*2.1          Agreement and Plan of Reorganization dated as of June 13, 1996 to
              which American Residential Services, Inc. ("ARS") and Climatic
              Corporation of Vero Beach are parties (Form S-1, Reg. No.
              333-06195, Ex. 2.1).

*2.2          Agreement and Plan of Reorganization dated as of June 13, 1996
              to which ARS and Florida Heating and Air Conditioning, Inc. are
              parties (Form S-1, Reg. No. 333-06195, Ex. 2.2).

*2.3          Agreement and Plan of Reorganization dated as of June 13, 1996
              to which ARS and Atlas Services, Inc. are parties (Form S-1, Reg.
              No. 333-06195, Ex. 2.3).

*2.4          Agreement and Plan of Reorganization dated as of June 13, 1996 to
              which ARS and DIAL ONE Meridian and Hoosier, Inc. are parties
              (Form S-1, Reg. No. 333-06195, Ex. 2.4).

*2.5          Agreement and Plan of Reorganization dated as of June 13, 1996 to
              which ARS and Bullseye Air Conditioning, Inc. are parties (Form
              S-1, Reg. No. 333-06195, Ex. 2.5).

*2.6          Agreement and Plan of Reorganization dated as of June 13, 1996 to
              which ARS and Florida Heating and Air Conditioning Duct, Inc. are
              parties (Form S-1, Reg. No. 333-06195, Ex. 2.6).

*2.7          Agreement and Plan of Reorganization dated as of June 13, 1996 to
              which ARS and Florida Heating and Air Conditioning Service, Inc.
              are parties (Form S-1, Reg. No. 333-06195, Ex. 2.7).

*2.8          Agreement and Plan of Reorganization dated as of June 13, 1996 to
              which ARS and General Heating Engineering Company, Inc. are
              parties (Form S-1, Reg. No. 333-06195, Ex. 2.8).

*2.9          Agreement and Plan of Reorganization dated as of June 13, 1996 to
              which ARS and Enterprises Holding Company ("EHC") are parties
              (Form S-1, Reg. No. 333-06195, Ex. 2.9).

*2.10         Form of Uniform Provisions for the Acquisition of Founding 
              Companies (Form S-1, Reg. No. 333-06195, Ex. 2.10).

*2.11         Agreement and Plan of Reorganization dated as of December 11, 
              1996 to which ARS and Metro Heating and Air Conditioning, Inc.
              are parties (Form S-4, Reg. No. 333-18623, Ex. 2.11).
</TABLE>
<PAGE>   23
<TABLE>
<CAPTION>
Exhibit
  No.                                       Description
-------                                     -----------
<S>           <C>
*3.1          Restated Certificate of Incorporation of ARS (Form S-1, Reg. No. 
              333-06195, Ex. 3.1).

*3.2          Bylaws of ARS (Form S-1, Reg. No. 333-06195, Ex. 3.2).

*3.3          Certificate of Designation of Series A Junior Participating 
              Preferred Stock (Form S-1, Reg. No. 333-06195, Ex. 3.3).

*4.1          Form of Certificate representing Common Stock (Form S-1, Reg. 
              No. 333-06195, Ex. 4.1).

*4.2          Rights Agreement of ARS, including form of Rights Certificate as 
              Exhibit B thereto (Form S-8, Reg. No. 333-13299, Ex. 4.4).

*4.3          Registration Rights Agreement among ARS and the stockholders 
              listed on the signature pages thereto (Form S-1, Reg. No.
              333-06195, Ex. 4.3).

*4.4          Stock Registration Agreement dated as of March 6, 1996 between 
              ARS and Equus II Incorporated (Form S-1, Reg. No. 333-06195, Ex.
              4.4).

*4.5          Stock Piggyback Registration Agreement dated as of March 19, 1996
              between EHC and NationsBank of Texas, N.A. ("NationsBank") (Form
              S-1, Reg. No. 333-06195, Ex. 4.5).

*4.6          Revolving Loan Agreement dated March 3, 1997 among ARS,  
              NationsBank and the other parties designated therein (Form 10-K
              for 1996, File No. 1-11849, Ex. 4.6).

*4.7          First Amendment to Revolving  Loan Agreement dated March 24, 
              1997, among ARS, NationsBank and the other parties designated
              therein (Form 10-K for 1996, File No. 1-11849, Ex. 4.7).

 4.8          Second Amendment to Revolving Loan Agreement dated as of June 30,
              1997, among ARS, NationsBank and the other parties designated
              therein.

*4.9          Indenture dated as of April 1, 1997 from ARS to U.S. Trust 
              Company of Texas, N.A., as Trustee, relating to $55,000,000
              aggregate principal amount of 7 1/4% Convertible Subordinated 
              Notes due 2004 of ARS (Form S-4, Reg. No. 333-18623, Ex. 4.8).

*4.10         Registration Rights Agreement dated as of April 1, 1997 between 
              ARS and Smith Barney Inc., Goldman, Sachs & Co. and Montgomery
              Securities (Form S-4, Reg. No. 333-18623, Ex. 4.9).

 4.11         Indenture dated as of July 31, 1997, between ARS and U.S. Trust 
              Company of Texas, N.A., as Trustee, relating to Convertible 
              Subordinated Debt Securities of ARS.
</TABLE>

<PAGE>   24

<TABLE>
<CAPTION>
Exhibit
  No.                                       Description
-------                                     -----------
<S>           <C>
              ARS and certain of its subsidiaries are parties to certain debt
              instruments under which the total amount of its securities
              authorized does not exceed 10% of the total assets of ARS and its
              subsidiaries on a consolidated basis. Pursuant to paragraph
              4(iii)(A) of Item 601(b) of Regulation S-K, ARS agrees to furnish
              a copy of such instruments to the Commission upon request.

*10.4         Amended and Restated Employment Agreement dated as of April 1, 
              1997 between ARS and Harry O. Nicodemus, IV (Form S-4, Reg. No.
              333-18623, Ex. 10.4).

 27.1        Financial Data Schedule
</TABLE>

*  Incorporated by reference.