S-8

As filed with the Securities and Exchange Commission on April 23, 1996



                   SECURITIES  AND  EXCHANGE  COMMISSION
                          Washington, D.C.  20549


                                 FORM  S-8
                          REGISTRATION  STATEMENT
                                   UNDER
                       THE  SECURITIES  ACT  OF 1933

                         MATRIX  SERVICE  COMPANY
         (Exact name of registrant as specified in its charter)
                                    
          Delaware                                    73-1352174
     (State or other jurisdiction of                 (I.R.S.Employer
     incorporation or organization)                 Identification No.)

     10701 East Ute Street
     Tulsa, Oklahoma                                      74116
(Address of Principal Executive Offices)                (Zip Code)

                          MATRIX SERVICE COMPANY
               1995 NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN
                         (Full title of the plan)

                              C. William Lee
                           10701 East Ute Street
                          Tulsa, Oklahoma  74116
                              (918) 838-8822
         (Name, address, including zip code, and telephone number,
                including area code, of agent for service)


                      CALCULATION OF REGISTRATION FEE

Title of securities to          Amount to                Proposed maximum
    be registered             be registered          offering price per share
- ----------------------     -----------------------     ------------------------ 
    Common Stock,                  250,000                   $6.75  (1)
par value $0.01 per share

    Proposed maximum      
aggregate offering price   Amount of registration fee
- ------------------------   --------------------------
    $1,687,500  (1)               $582.00   (1)

(1)  Estimated solely for the purpose of calculating the registration fee, 
based upon the average of the high and low prices of a share of the Company's
Common Stock on the NASDAQ National Market System on April 17, 1996 pursuant
to Rule 457(c).                           
     
PART II                                    

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

Matrix Service Company ("the Company") incorporates herein by reference the 
following documents as of their respective dates as filed with the Securities
and Exchange Commission (the "Commission"):

(1)  The Company's Annual Report on Form 10-K for the fiscal year ended May 
     31, 1995;

(2)  The Company's Quarterly Reports on Form 10-Q for the quarters ended 
     August 31, 1995, November 30, 1995 and February 29, 1996; and

(3)  The description of the Company's common stock, par value $0.01 per share
     (the "Common Stock"), contained in Post-Effective Amendment No. 1 to the
     Company's Registration Statement on Form 8-A which was filed with the 
     Commission on September 28, 1990 pursuant to Section 12 of the Securities
     Exchange Act of 1934, as amended (the "Exchange Act").

All documents filed by the Company pursuant to Sections 13(a), 13(e), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold shall be deemed to be incorporated by 
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.

Item 4.  Description of Securities.

The information required by Item 4. is not applicable to this Registration
Statement since the class of securities to be offered is registered under 
Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel.

The information required by Item 5. is not applicable to this Registration 
Statement.

Item 6.  Indemnification of Directors and Officers.

Section 145 of the General Corporation Law, inter alia, empowers a Delaware 
corporation to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or 
proceeding (other than an action by or in the right of the corporation) by 
reason of the fact that such person is or was a director, officer, employee
or agent of the corporation or is or was serving at the request of the 
corporation as a director, officer, employee or agent of another corporation 
or other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him 
in connection with such action, suit or proceeding if he acted in good faith 
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or 
proceeding, had no reasonable cause to believe his conduct was unlawful.
Similar indemnity is authorized for such persons against expenses (including 
attorney fees') actually and reasonably incurred in connection with the
defense or settlement of any such threatened, pending or completed action or
suit if such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and provided
further that (unless a court of competent jurisdiction otherwise provides) 
such person shall not have been adjudged liable to the corporation.  Any such
indemnification may be made only as authorized in each specific case upon a 
determination by the stockholders or disinterested directors or by independent
legal counsel in a written opinion that indemnification is proper because the
indemnitee has met the applicable standard of conduct.

Section 145 further authorizes a corporation to purchase and maintain 
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation
or enterprise, against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not 
the corporation would otherwise have the power to indemnify him under Section
145.  The Company maintains policies insuring its officers and directors
against certain liabilities for actions taken in such capacities, including
liabilities under the Securities Act of 1933.

Article IX of the Company's Bylaws provides for indemnification of the 
directors and officers of the Company to the full extent permitted by law, as
now in effect or later amended.

Article XII of the Company's Restated Certificate of Incorporation provides
that the Company shall, to the full extent permitted under Section 145 of the
Delaware law, indemnify all persons whom the Company may indemnify pursuant 
thereto.

Article X of the Company's Restated Certificate of Incorporation limited
under certain circumstances the liability of the Company's directors for a 
breach of their fiduciary duty as directors.  These provisions do not
eliminate the liability of a director (i) for a breach of the director's duty
of loyalty to the Company or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation 
of law, (iii) under Section 174 of the Delaware General Corporation Law 
(relating to the declaration of dividends and purchase or redemption of shares
in violation of the Delaware General Corporation Law) or (iv) for any 
transaction from which the director derived an improper personal benefit.

Item 7.  Exemption from Registration Claimed.

The information required by Item 7. is not applicable to this Registration
Statement.

Item 8.  Exhibits.

      Exhibit
      Number     Description
      -------    -----------

       4.1       Restated Certificate of Incorporation of Matrix Service 
                 Company (filed as Exhibit 3.1 to the Company's Registration 
                 Statement on Form S-1 (File No. 33-36081), as amended, and
                 incorporated herein by reference)

       4.2       Bylaws of Matrix Service Company, as amended (filed as
                 Exhibit 3.2 to the Company's Registration Statement on Form
                 S-1 (File No. 33-36081), as amended, and incorporated herein
                 by reference)

       4.3*      Matrix Service Company 1995 Nonemployee Directors' Stock 
                 Option Plan

       4.4*     Form of Stock Option Agreement for general use under the 
                1995 Nonemployee Directors' Stock Option Plan

       5.1*     Opinion of Counsel

      23.1*     The consent of counsel is included in the opinion filed as 
                Exhibit 5.1 to this Registration Statement

      23.2*     Consent of Ernst & Young.

      24*       Power of Attorney (set forth on the signature page contained
                in Part II of this Registration Statement)

                                   
*   Filed with this Registration Statement

Item 9.  Undertakings.

(a)   The undersigned registrant hereby undertakes:

(1)   To file, during any period in which offers or sales are being made, a 
      post-effective amendment to this registration statement:

(i)   To include any prospectus required by Section 10(a)(3) of the
      Securities Act of 1933;

(ii)  To reflect in the prospectus any facts or events arising after the 
      effective date of the Registration Statement (or the most recent
      post-effective amendment thereof) which, individually or in the 
      aggregate, represent a fundamental change in the information set 
      forth in this Registration Statement;

(iii) To include any material information with respect to the plan of 
      distribution not previously disclosed in the Registration Statement
      or any material change to such information in this Registration
      Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not 
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.

(2)   That, for the purpose of determining any liability under the Securities
      Act of 1933, each such post-effective amendment shall be deemed to be a 
      new registration statement relating to the securities offered therein,
      and the offering of such securities at that time shall be deemed to be 
      the initial bona fide offering thereof.

(3)   To remove from registration by means of a post-effective amendment any 
      of the securities being registered which remain unsold at the 
      termination of the offering.

(b)   The undersigned registrant hereby undertakes that, for purposes of 
      determining any liability under the Securities Act of 1933, each filing 
      of the registrant's annual report pursuant to Section 13(a) or 15(d) of 
      the Securities Exchange Act of 1934 that is incorporated by reference 
      in this Registration Statement shall be deemed to be a new registration 
      statement relating to the securities offered therein, and the offering 
      of such securities at that time shall be deemed to be the initial bona 
      fide offering thereof.

(c)   Insofar as indemnification for liabilities arising under the Securities
      Act of 1933 may be permitted to directors, officers and controlling 
      persons of the registrant pursuant to the foregoing provisions, or 
      otherwise, the registrant has been advised that in the opinion of the
      Securities and Exchange Commission such indemnification is against 
      public policy as expressed in the Act and is, therefore, unenforceable.
      In the event that a claim for indemnification against such liabilities
      (other than the payment by the registrant of expenses incurred or paid
      by a director, officer or controlling person of the registrant in the 
      successful defense of any action, suit or proceeding) is asserted by 
      such director, officer or controlling person in connection with the 
      securities being registered, the registrant will, unless in the opinion
      of its counsel the matter has been settled by controlling precedent, 
      submit to a court of appropriate jurisdiction the question whether such
      indemnification by it is against public policy as expressed in the Act
      and will be governed by the final adjudication of such issue.


                               SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Tulsa, State of Oklahoma, on the 10th day of 
April, 1996.

               Matrix Service Company


         By:   /S/ DOYL D. WEST                                          
               Doyl D. West
               President and Chief Executive Officer

EX-4.3

I. Purpose of the Plan

The MATRIX SERVICE COMPANY 1995 NONEMPLOYEE DIRECTORS' STOCK OPTION
PLAN (the "Plan") is intended to promote the interests of MATRIX
SERVICE COMPANY, a Delaware corporation (the "Company"), and its
stockholders by helping to award and retain highly-qualified
independent directors and allowing them to develop a sense of
proprietorship and personal involvement in the development and
financial success of the Company.  Accordingly, the Company shall
grant to directors of the Company who are not employees or
consultants of the Company or any of its subsidiaries ("Nonemployee
Directors") the option ("Option") to purchase shares of the common
stock of the Company ("Stock"), as hereinafter set forth.  Options
granted under the Plan shall be options which do not constitute
incentive stock options, within the meaning of section 422(b) of
the Internal Revenue Code of 1986, as amended.

II. Option Agreements

Each Option shall be evidenced by a written agreement in the form
attached to the Plan.

III.  Eligibility of Optionee

Options may be granted only to individuals who are Nonemployee
Directors of the Company.  Each Nonemployee Director who is elected
or reelected to the Board of Directors of the Company (the "Board) 
on the effective date of the Plan and each Nonemployee Director who
is elected to the Board for the first time after the effective date
of the Plan shall receive, as of the date of his or her election
and without the exercise of the discretion of any person or
persons, an Option exercisable for 10,000 shares of Stock (subject
to adjustment in the same manner as provided in Paragraph VII
hereof with respect to shares of Stock subject to Options then
outstanding).  As of the date of the annual meeting of the
stockholders of the Company in each year that the Plan is in effect
as provided in Paragraph VI hereof, each Nonemployee Director then
in office who is not then entitled to receive an Option pursuant to
the preceding sentence shall receive, without the exercise of the
discretion of any person or persons, an Option exercisable for
5,000 shares of Stock (subject in each case to adjustment in the
same manner as provided in Paragraph VII hereof with respect to
shares of Stock subject to Options then outstanding).  If, as of
any date that the Plan is in effect, there are not sufficient
shares of Stock available under the Plan to allow for the grant to
each Nonemployee Director of an Option for the number of shares
provided herein, each Nonemployee Director shall receive an Option
for his or her pro-rata share of the total number of shares of
Stock then available under the Plan.  All Options granted under the
Plan shall be at the Option price set forth in Paragraph V hereof
and shall be subject to adjustment as provided in Paragraph VII
hereof.

IV.  Shares Subject to the Plan

The aggregate number of shares which may be issued under Options
granted under the Plan shall not exceed 250,000 shares of Stock. 
Such shares may consist of authorized but unissued shares of Stock
or previously issued shares of Stock acquired by the Company.  Any
of such shares which remain unissued and which are not subject to
outstanding Options at the termination of the Plan shall cease to
be subject to the Plan, but, until termination of the Plan, the
Company shall at all times make available a sufficient number of
shares to meet the requirements of the Plan.  Should any Option
hereunder expire or terminate prior to its exercise in full, the
shares theretofore subject to such Option which may be issued under
the Plan shall be subject to adjustment in the same manner as
provided in Paragraph VI hereof with respect to shares of Stock
subject to Options then outstanding.  Exercise of an Option shall
result in a decrease in the number of shares of Stock which may
thereafter be available, both for purposes of the Plan and for sale
to any one individual, by the number of shares as to which the
Option is exercised.

V. Option Price

The purchase price of Stock issued under each Option shall be the
fair market value of Stock subject to the Option as of the date the
Option is granted.  For all purposes under the Plan, the fair
market value of a share of Stock on a particular date shall be
equal to the closing sales price of the Stock (i) reported by the
Nasdaq Stock Market on that date or (ii) if the Stock is listed on
a national stock exchange, reported on the stock exchange composite
tape on that date; or, in either case, if no prices are reported on
that date, on the last preceding date on which such price of the
Stock is so reported.  If the Stock is traded over the counter at
the time a determination of its fair market value is required to be
made hereunder, its fair market value shall be deemed to be equal
to the average between the reported high and low or closing bid and
asked prices of Stock on the most recent date on which Stock was
publicly traded.  In the event Stock is not publicly traded at the
time a determination of its value is required to be made hereunder,
the determination of its fair market value shall be made by the
Board in such manner as it deems appropriate.

VI.  Term of Plan

The Plan shall be effective on the date the Plan is approved by the
stockholders of the Company.  Except with respect to Options then
outstanding, if not sooner terminated under the provisions of
Paragraph VII, the Plan shall terminate upon and no further Options
shall be granted after the expiration of ten years from the date
the Plan is approved by the stockholders of the Company.

VII.  Recapitalization or Reorganization

A.  The existence of the Plan and the Options granted hereunder
shall not affect in any way the right or power of the Board or the
stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization, or other change in the Company's
capital structure or its business, any merger or consolidation of
the Company, any issue of debt or equity securities, the
dissolution or liquidation of the Company or any sale, lease,
exchange or other disposition of all or any part of its assets or
business or any other corporate act or proceeding.

B.  The shares with respect to which Options may be granted are
shares of Stock as presently constituted, but if, and whenever,
prior to the expiration of an Option theretofore granted, the
Company shall effect a subdivision or consolidation of shares of
Stock or the payment of a stock dividend on Stock without receipt
of consideration by the Company, the number of shares of Stock with
respect to which such Option may thereafter be exercised (i) in the
event of an increase in the number of outstanding shares shall be
proportionately increased, and the purchase price per share shall
be proportionately reduced, and (ii) in the event of a reduction in
the number of outstanding shares shall be proportionately reduced,
and the purchase price per share shall be proportionately
increased.

C.  If the Company recapitalizes, reclassifies its capital stock,
or otherwise changes its capital structure (a "recapitalization"),
the number and class of shares of Stock covered by an Option
theretofore granted shall be adjusted so that such Option shall
thereafter cover the number and class of shares of stock and
securities to which the optionee would have been entitled pursuant
to the terms of the recapitalization if, immediately prior to the
recapitalization, the optionee had been the holder of record of the
number of shares of Stock then covered by such Option.

D.  Any adjustment provided for in Subparagraph (B) or (C) above
shall be subject to any required stockholder action.

E.  Except as hereinbefore expressly provided, the issuance by the
Company of shares of stock of any class or securities convertible into shares
of stock of any class, for cash, property, labor or services, upon direct
sale, upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the
Company convertible into such shares or other securities, and in
any case whether or not for fair value, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the
number of shares of Stock subject to Options theretofore granted or
the purchase price per share.

VIII.  Amendment or Termination of the Plan

The Board in its discretion may terminate the Plan at any time with
respect to any shares for which Options have not theretofore been
granted.  The Board shall have the right to alter or amend the Plan
or any part thereof from time to time; provided, that no change in
any Option theretofore granted may be made which would impair the
rights of the optionee without the consent of such optionee and
provided, further, that the Board may not make any alteration or
amendment which would materially increase the benefits accruing to
participants under the Plan, increase the aggregate number of
shares which may be issued pursuant to the provisions of the Plan,
change the class of individuals eligible to receive Options under
the Plan or extend the term of the Plan, without the approval of
the stockholders of the Company.

IX. Securities Laws

A.  The Company shall not be obligated to issue any Stock pursuant
to any Options granted under the Plan at any time when the offering
of the shares covered by such Option have not been registered under
the Securities Act of 1933, as amended, and such other state and
federal laws, rules or regulations as the Company deems applicable
and, in the opinion of legal counsel for the Company, there is no
exemption from the registration requirements of such laws, rules or
regulations available for the offering and sale of such shares.

B.  It is intended that the Plan and any grant of an Option made to
a person subject to Section 16 of the Securities Exchange Act of
1933, as amended (the "1934 Act"), meet all of the requirements of
Rule 16b-3, as currently in effect or as hereinafter modified or
amended ("Rule 16b3"), promulgated under the 1934 Act.  If any
provision of the Plan or any such Option would disqualify the Plan
or such Option under, or would otherwise not comply with, Rule 16b-
3, such provision or Option shall be construed or deemed amended to
conform to Rule 16b-3.

EX-4.4

     AGREEMENT made as of the     day of                , 19   ,
between MATRIX SERVICE COMPANY, a Delaware corporation (the "Company"),
and                        ("Director").

     To carry out the purposes of the MATRIX SERVICE COMPANY 1995 NONEMPLOYEE
DIRECTORS' STOCK OPTION PLAN (the "Plan"), by affording Director the
opportunity to purchase shares of common stock of the Company ("Stock"), and 
in consideration of the mutual agreements and other matters set forth herein
and in the Plan, the Company and Director hereby agree as follows:

     1.   Grant of Option.  The Company hereby irrevocably grants the
Director the right and option ("Option") to purchase all or any part of an 
aggregate of            shares of Stock, on the terms and conditions set
forth herein and in the Plan, which Plan is incorporated herein by reference
as a part of this Agreement.  This Option shall not be treated as an incentive
stock option within the meaning of section 422(b) of the Internal Revenue Code
of 1986, as amended (the "Code").

     2.   Purchase Price.  The purchase price of Stock purchased pursuant to
the exercise of this Option shall be $       per share, which has been 
determined to be not less than the fair market value of the Stock at the date
of grant of this Option.  For all purposes of this Agreement, fair market 
value of Stock shall be determined in accordance with the provisions of the 
Plan.

     3.   Exercise of Option.  Subject to the earlier expiration of this 
Option as herein provided, this Option may be exercised, by written notice 
to the Company at its principal executive offices addressed to the attention
of Chief Executive Officer, at any time and from time to time after the date
of grant hereof, but, except as otherwise provided below, this Option shall
not be exercisable for more than a percentage of the aggregate number of 
shares offered by this Option determined by the number of full calendar 
months from the first day of the calendar month coincident with or next 
following the date of grant hereof to the date of such exercise, in 
accordance with the following schedule:

                                             Percentage of Shares 
     Number of full calendar months          that may be purchased
     ------------------------------          ---------------------

     Less than 12 months...................        0.00%
     12 months but less than 24 months.....       50.00%
     24 months or more.....................      100.00%

Notwithstanding the foregoing, if (i) the Company shall not be the surviving 
entity in any merger, consolidation or other reorganization (or survives only 
as a subsidiary of an entity other than a previously wholly-owned subsidiary
of the Company (ii) the Company sells, leases or exchanges or agrees to sell,
lease or exchange all or substantially all of its assets to any other person
or entity (other than a wholly-owned subsidiary of the Company), (iii) the 
Company is to be dissolved and liquidated, (iv) any person or entity, 
including a "group" as contemplated by Section 13(d)(3) of the Securities 
Exchange Act of 1934, acquires or gains ownership or control (including, 
without limitation, power to vote) of more than 50% of the outstanding shares
of the Company's voting stock (based upon voting power), or (v) as a result 
of or in connection with a contested election of directors, the persons who 
were directors of the Company before such election shall cease to constitute 
a majority of the Board of Directors of the Company (each such event is 
referred to herein as a "Corporate Change"), then effective as of the earlier
(1) the date of approval by the stockholders of the Company of such merger, 
consolidation, reorganization, sale, lease or exchange of assets or 
dissolution or such election of directors or (2) the date of such Corporate
Change, this Option shall be exercisable in full.

This Option and all rights granted hereunder are not transferrable by Director
other than by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Code or Title 1 of the 
Employee Retirement Income Security Act of 1974, as amended, or the rules
thereunder, and may be exercised during Director's lifetime only by Director
or Director's guardian or legal representative.  This Option may be exercised
only while Director remains a member of the Board of Directors of the Company
(the "Board") and will terminate and cease to be exercisable upon Director's
termination of membership on the Board, except that:

   (a)  If Director's membership on the Board terminates by reason of
        disability, this Option may be exercised in full by Director (or 
        Director's estate or the person who acquires this Option by will or 
        the laws of descent and distribution or otherwise by reason of the 
        death of Director) at any time during the period of 90 days following
        such termination.

   (b)  If Director dies while a member of the Board, Director's estate, or 
        the person who acquires this Option by will or the laws of descent 
        and distribution or otherwise by reason of the death of Director, may
        exercise this Option in full at any time during the period of 90 days
        following the date of Director's death.
        
   (c)  If Director's membership on the Board terminates for any reason other
        than as described in (a) or (b) above, this Option may be exercised 
        by Director at any time during the period of 30 days following such
        termination, or by Director's estate (or the person who acquires this
        Option by will or the laws of descent and distribution or otherwise by
        reason of the death of Director) during such period if Director dies 
        during such 30 day period, but in each case only as to the number of
        shares Director was entitled to purchase hereunder upon exercise of
        this Option as of the date Director's membership on the Board so
        terminates.
        
        This Option shall not be exercisable in any event after the expiration
 of ten years from the date of grant hereof.  The purchase price of shares as
 to which this Option is exercised shall be paid in full at the time of 
 exercise (A) in cash (including check, bank draft or money order payable to 
 the order of the Company), (B) by delivering to the Company shares of Stock 
 having a fair market value equal to the purchase price, or (C) any 
 combination of cash or Stock.  No fraction of a share of Stock shall be 
 issued by the Company upon exercise of an Option or accepted by the Company 
 in payment of the purchase price thereof, rather, Director shall provide a 
 cash payment for such amount as is necessary to effect the issuance and 
 acceptance of only whole shares of Stock.  Unless and until a certificate
 or certificates representing such shares shall have been issued by the 
 Company to Director, Director (or the person permitted to exercise 
 this Option in the event of Director's death) shall not be or have 
 any of the rights or privileges of a stockholder of the Company with 
 respect to shares acquirable upon an exercise of this Option.

     4.   Withholding of Tax.  To the extent that the exercise of this Option
 or the disposition of shares of Stock acquired by exercise of this Option 
 results in compensation income to Director for federal or state income tax
 purposes, Director shall deliver to the Company at the time of such exercise
 or disposition such amount of money or shares of Stock as the Company may
 require to meet its obligation under applicable tax laws or regulations, and
 if Director fails to do so, the Company is authorized to withhold from any
 cash or Stock renumeration then or thereafter payable to Director any tax
 required to be withheld by reason of such resulting compensation income. Upon
 an exercise of this Option, the Company is further authorized in its 
 discretion to satisfy any such withholding requirement out of any cash or 
 shares of Stock distributable to Director upon such exercise.

     5.   Status of Stock.  The Company intends to register for issuance under
the Securities Act of 1933, as amended (the "Act"), the shares of Stock 
acquirable upon exercise of this Option, and to keep such registration 
effective throughout the period this Option is exercisable.  In the absence of 
such effective registration or an available exemption from registration under 
the Act, issuance of shares of Stock acquirable upon exercise of this Option
will be delayed until registration of such shares is effective or an exemption
from registration under the Act is available.  The Company intends to use its
best efforts to ensure that no such delay will occur.  In the event exemption
from registration under the Act is available upon exercise of this Option,
Director (or the person permitted to exercise this Option in the event of
Director's death or incapability), if requested by the Company to do so, will
execute and deliver to the Company in writing an agreement containing such 
provisions as the Company may require to assure compliance with applicable 
securities laws.

     Director agrees that the shares of Stock which Director may acquire by
exercising this Option will not be sold or otherwise disposed of in any 
manner which would constitute a violation of any applicable federal or state
securities laws.  Director also agrees (i) that the certificates representing
the shares of Stock purchased under this Option may bear such legend or 
legends as the Company deems appropriate in order to assure compliance with
applicable securities laws, (ii) that the Company may refuse to register the
transfer of the shares of Stock purchased under this Option on the stock 
transfer records of the Company if such proposed transfer would in the 
opinion of counsel satisfactory to the Company constitute a violation of any
applicable securities laws and (iii) that the Company may give related 
instructions to its transfer agent, if any, to stop registration of the 
transfer of the shares of Stock purchased under this Option.

     6.   Binding Effect.  This Agreement shall be binding and inure to the
benefit of any successors to the Company and all persons lawfully claiming 
under Director.

     7.   Governing Law.  This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware.

     IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by its officer thereunto duly authorized, and Director has executed
this Agreement, all as of the day and year first above written.

                              MATRIX SERVICE COMPANY


                              
                              By:                                           
                

               
                              DIRECTOR

EX-5.1

ANDREWS & KURTH L.L.P.
Attorneys
Texas Commerce Tower
600 Travis, Suite 4200
Houston, Texas 77002

April 19, 1996


Board of Directors
Matrix Service Company
10701 East Ute Street
Tulsa, Oklahoma 74116

Gentlemen:

We have acted as special counsel to Matrix Service Company, a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8, dated April 10, 1996 (the "Registration Statement"),
relating to the registration under the Securities Act of 1933, as amended, of
the issuance of 250,000 shares of common stock, par value $0.01 per share
("Common Stock"), of the Company (the "Shares") upon the exercise of options
pursuant to the Matrix Service Company 1995 Nonemployee Directors' Stock
Option Plan (the "Plan").

As the basis for the opinions hereinafter expressed, we have examined such
statutes, regulations, corporate records and documents and such other
instruments as we have deemed necessary for the purposes of the opinions
contained herein.  As to all matters of fact to such opinions, we have relied
upon the representations of officers of the Company.  We have assumed the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals, and the conformity with the original documents of all 
documents submitted to us as copies.

Based upon the foregoing and having due regard for such legal considerations
as we deem relevant, we are of the opinion that the Shares have been duly
authorized, and that the Shares, when issued in accordance with the terms of
the Plan, will be validly issued, fully paid and nonassessable.  

We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement.

Very truly yours,


ANDREWS & KURTH L.L.P

EX-23.2

                            CONSENT


We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1995 Nonemployee Directors' Stock Option Plan 
of Matrix Service Company of our report dated August 18, 1995, with respect 
to the consolidated financial statements of Matrix Service Company included 
in its Annual Report (Form 10-K) for the year ended May 31, 1995, filed with
the Securities and Exchange Commission.



                                              ERNST & YOUNG LLP

Tulsa, Oklahoma
April 23, 1996

EX-24

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and 
directors of Matrix Service Company (the  Company ) hereby constitutes and 
appoints Doyl D. West and C. William Lee, and each of them (with full power 
to each of them to act alone), his true and lawful attorney-in-fact and 
agent, with full power of substitution, for him and on his behalf and 
in his name, place and stead, in any and all capacities, to sign, execute 
and file this Registration Statement under the Securities Act of 1933, as 
amended, and any or all amendments (including, without limitation, 
post-effective amendments), with all exhibits and any and all documents 
required to be filed with respect thereto, with the Securities and Exchange 
Commission or any regulatory authority, granting unto such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform 
each and every act and thing requisite and necessary to be done in order to 
effectuate the same, as fully to all intents and purposes as he himself might
or could do if personally present, hereby ratifying and confirming all that
such attorneys-in-fact and agents, or any of them, or their substitute or 
substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration 
Statement has been signed by the following persons in the capacities and on 
the dates indicated.

      Signature                 Title                                Date
         
 /S/ DOYL D. WEST       President, Chief Executive Officer      April 10, 1996
     Doyl D. West            and Director
                            (Principal executive officer)

/S/ C. WILLIAM LEE       Vice President - Finance and Director  April 10, 1996
    C. William Lee          (Principal financial and 
                             accounting officer)

/S/ HUGH E. BRADLEY                  Director                   April 10, 1996
    Hugh E. Bradley

/S/ ROBERT L. CURRY                  Director                   April 10, 1996
    Robert L. Curry


/S/ WILLIAM P. WOOD                  Director                   April 10, 1996
    William P. Wood

/S/ JOHN F. ZINK                     Director                   April 10, 1996
    John F. Zink