SCHEDULE 14A INFORMATION
    Proxy Statement Pursuant to Section 14(a) of the Securities and
    Exchange Act of 1934

Filed by the Registrant  [X]

Filed by a Party other than the Registrant [ ]

check the appropriate box:

[ ]   Preliminary Proxy Statement
[X]   Definitive Proxy Statement
[ ]   Definitive Additional Maerials
[ ]   Soliciting Material Pursuant to Section 240.14a-11(c) or 
      Section 240.14a-12

                            MATRIX SERVICE COMPANY
              ------------------------------------------------
              (Name of Registrant as Specified in Its Charter)

                            MATRIX SERVICE COMPANY
              ------------------------------------------------
                 (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

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[ ]   $500 per each party to the controversy pursuant to Exchange Act 
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[ ]   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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      2)  Aggregate number of securities to which transaction applies: 
      
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      3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11: *

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      *  Set forth the amount on which the filing fee is calculated and state
         how it was determined.

[ ]   Check box if any part of the fee is offset as provided by Exchange Act 
      Rule 0-11(a)(2) and identify the filing for which the offsetting fee 
      was paid previously.  Identify the previous filing by registration 
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            1)     Amount Previously Paid:

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MATRIX SERVICE COMPANY
10701 East Ute Street
Tulsa, Oklahoma  74116


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that the Annual Meeting of the Stockholders of
Matrix Service Company, a Delaware corporation (the "Company"), will be
held at Liberty Bank & Trust Company, First National Tower, 15 East Fifth
St., 41st Floor, Tulsa, Oklahoma, on the 22nd day of October, 1996, at
10:00 a.m., Tulsa time, for the following purposes:

1. To elect six directors to serve until the annual stockholders' meeting
in 1997 or until their successors have been elected and qualified;

2. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for fiscal 1997; and

3. To act upon such other business as may properly come before the meeting
or any adjournments thereof.

The Board of Directors has fixed the close of business on September 10,
1996, as the record date for determining stockholders entitled to notice of
and to vote at the meeting and any adjournment thereof.  Only stockholders
of record at the close of business on September 10, 1996 are entitled to
notice of and to vote at the meeting and any adjournment thereof.

By Order of The Board of Directors


/s/C. William Lee      
- ---------------------
C. William Lee
Secretary

S
eptember 18, 1996
Tulsa, Oklahoma



IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING
REGARDLESS OF WHETHER YOU PLAN TO ATTEND.  THEREFORE, PLEASE MARK, SIGN,
DATE AND RETURN THE ENCLOSED PROXY PROMPTLY.  IF YOU ARE PRESENT AT THE
MEETING, AND WISH TO DO SO, YOU MAY REVOKE THE PROXY AND VOTE IN PERSON.



MATRIX SERVICE COMPANY
10701 East Ute Street
Tulsa, Oklahoma  74116

PROXY STATEMENT

The accompanying proxy is solicited by the Board of Directors of Matrix
Service Company (the "Company") for use at the Annual Meeting of
Stockholders to be held on October 22, 1996, and at any adjournments
thereof.  The Annual Meeting will be held at 10:00 a.m., Tulsa time, at
Liberty Bank & Trust Company, First National Tower, 15 East Fifth St., 41st
Floor, Tulsa, Oklahoma.  If the accompanying proxy is properly executed and
returned, the shares it represents will be voted at the meeting in
accordance with the directions noted thereon or, if no direction is
indicated, it will be voted in favor of the proposals described in this
proxy statement.  In addition, the proxy confers discretionary authority in
the persons named in the proxy authorizing those persons to vote, in their
discretion, on any other matters properly presented at the Annual Meeting. 
The Board of Directors is not currently aware of any other such matters. 
Any stockholder giving a proxy has the power to revoke it at any time
before it is voted by oral or written notice to C. William Lee, Secretary,
Matrix Service Company, 10701 East Ute Street, Tulsa, Oklahoma 74116.

The approximate date on which this Proxy Statement and the accompanying
proxy will first be sent to stockholders is September 24, 1996.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

At the close of business on September 10, 1996, the record date for the
determination of stockholders of the Company entitled to receive notice of
and to vote at the Annual Meeting or any adjournments thereof, 9,315,972
shares of the Company's common stock, par value $0.01 per share (the
"Common Stock"), were outstanding.  Each share of Common Stock is entitled
to one vote upon each of the matters to be voted on at the meeting.  The
presence, in person or by proxy, of at least a majority of the outstanding
shares of Common Stock is required for a quorum.  In conformity with
Delaware law and the Company's Bylaws, shares abstaining from voting or not
voted on certain matters, including broker non-votes, will have the effect
of a vote against those matters.

The following table sets forth, as of September 10, 1996, certain
information with respect to the shares of Common Stock beneficially owned
by (i) each person known by the Company to own beneficially five percent or
more of the Common Stock, (ii) each director and director nominee of the
Company, (iii) each executive officer of the Company named in the Summary
Compensation Table herein and (iv) all directors, director nominees and
executive officers as a group.  Except as described below, each of the
persons listed below has sole voting and investment power with respect to
the shares listed.

 
                                                            Percent
                                           Number of            of
   Identity of Beneficial Owner             Shares            Class
- -----------------------------------       ----------         --------

Merrill Lynch & Co., Inc.
World Financial Center, North Tower
250 Vesey Street
New York, NY 10281                          930,074            10.0    

David L. Babson & Co. (1)         
One Memorial Drive
Cambridge, MA 02142-1300                    869,600             9.33

Franklin Resources, Inc. (1)
777 Mariners Island Blvd.
San Mateo, CA 94403-7777                    703,000             7.55

Tweedy Browne Co. L.P. (2)                  
52 Vanderbilt Avenue
New York, NY 10017                          610,960             6.56

Dimensional Fund Advisors, Inc. (3)
1299 Ocean Avenue  
Santa Monica, California 90401               517,800            5.56

The TCW Group, Inc.
865 Figueroa Street
Los Angeles, CA 90017                        489,700            5.26

Doyl D. West (4)                             138,021            1.5  

C. William Lee (4)                           318,642            3.4      

William P. Wood (4)                          102,868            1.1    

Robert L. Curry (4)                           19,000             *

John S. Zink (4)                              40,000             *

Hugh E. Bradley (4)                           10,000             *

Richard C. Gray II (4)                         8,429             *

Tim S. Selby (4)                             257,832            2.8 

Bradley S. Vetal (4)                          32,532             *

All directors and executive officers
  as a group (16 persons)  (4)             1,311,233           14.0 

* Indicates ownership of less than one percent of the outstanding shares of
Common Stock.

(1) According to the Schedule 13G dated February 12, 1996. 

(2) According to the Schedule 13D dated February 12, 1996.

(3) According to a Schedule 13G dated February 7, 1996 Dimensional Fund
Advisors Inc. ("Dimensional"), a registered investment advisor, is deemed
to have beneficial ownership of 517,800 shares of Matrix Service Company
stock as of December 31, 1995, all of which shares are held in portfolios
of DFA Investment Dimensions Group Inc., a registered open-end investment
company, or in series of the DFA Investment Trust Company, a Delaware
business trust, or the DFA Group Trust and DFA Participation Group Trust,
investment vehicles for qualified employee benefit plans, all of which
Dimensional Fund Advisors Inc. serves as investment manager.  Dimension
disclaims beneficial ownership of all such shares.

(4) Includes the following shares of Common Stock that are issuable upon
the exercise of stock options that are exercisable within 60 days after
September 10, 1996: Mr. West - 60,571; Mr. Lee - 9,642; Mr. Wood - 10,000;
Mr. Curry - 19,000; Mr. Zink - 10,000; Mr. Bradley - 10,000; Mr. Gray -
6,429; Mr. Selby - 15,000; Mr. Vetal -11,429; officers and directors as a
group - 197,555.


PROPOSAL NUMBER 1: Election of Directors

The Board of Directors has nominated and urges you to vote for the election
of the six nominees identified below who have been nominated to serve as
directors until the next Annual Meeting of Stockholders or until their
successors are duly elected and qualified.  Each of the nominees is a
member of the Company's present Board of Directors.  Proxies solicited
hereby will be voted "For" all six nominees unless stockholders specify
otherwise in their proxies.  The affirmative vote of the holders of a
plurality of the Common Stock present in person or by proxy at the meeting
is required for election of the nominees.

If, at the time of the 1996 Annual Meeting of Stockholders, any of the
nominees should be unable or decline to serve, the discretionary authority
provided in the proxy may be used to vote for a substitute or substitutes
designated by the Board of Directors.  The Board of Directors has no reason
to believe that any substitute nominee or nominees will be required.

Nominees

The nominees for director, and certain additional information with respect
to each of them, are as follows:

Doyl D. West, age 54, is a founder of the Company and has served as a
director and as Chairman of the Board since the Company's inception in
1984.  From 1984 to November 1992, Mr. West also served as President of the
Company and from 1984 to May 31, 1993, he served as Chief Executive
Officer.  In September 1994 Mr. West was again elected to serve as
President and Chief Executive Officer of the Company.  Prior to founding
the Company, Mr. West served in various capacities with Tank Service, Inc.,
most recently as President.  Tank Service, Inc. was engaged in repair and
maintenance of the tankage in refineries and marketing and pipeline
terminals.

C. William Lee, age 56, is a founder of the Company and has served as its
Vice President-finance and as a director since the Company's inception in
1984.  Prior to 1984, Mr. Lee served as Vice President-Finance and
Secretary-Treasurer of Tank Service, Inc.

William P. Wood, age 40, has served as a director of the Company since
November 1989.  Mr. Wood has been a general partner of Austin Ventures, a
venture capital firm, for more than the past five years.  Mr. Wood is also
a director of VideoTelecom, a manufacturer and marketer of video
teleconferencing systems.  

Robert L. Curry, age 73, was elected as a director of the Company effective
in August 1991.  Mr. Curry has been retired since 1985.  From 1976 to 1985
he was President of Refractory Construction, Inc., a refinery turnaround
company, where he held various other executive positions from 1972 to 1976. 
From 1952 to 1972, Mr. Curry held various positions, including Manager of
Refineries, with Apco Oil Corporation, an independent oil and gas company.

Hugh E. Bradley, age 67, was elected as a director of the Company effective
on April 20, 1993.  Mr. Bradley retired in October 1993.  Previously he had
served as the Division Manager for Texaco Trading & Transportation, Inc.,
Mid-Continent Region from 1988 to 1993.  Mr. Bradley is a graduate
Petroleum Engineer from the Colorado School of Mines.

John S. Zink, age 67, was elected as a director of the Company effective on
April 20, 1993.  He is President and founder of Zeeco, Inc., Chairman of
the John Zink Foundation and past President and Chairman of the John Zink
Company.  Mr. Zink graduated from Oklahoma State University with a degree
in Mechanical Engineering.  Mr. Zink belongs to the Mechanical Engineering
Scholastic Fraternity, Pi Tau Sigma, and has been inducted into the O.S.U.
Engineering Hall of Fame.  He is a registered Professional Engineer.  Mr.
Zink is also a director of Liberty Bank & Trust Company of Tulsa and Unit
Corporation, a drilling and energy company.

T
he Board recommends that the stockholders vote "For" the election of each
of the above named nominees.


The Board of Directors and its Committees

The Company's Certificate of Incorporation and Bylaws provide that the
number of directors on the Board shall be fixed from time to time by the
Board of Directors but shall not be less than three nor more than 15
persons.  The Board in its discretion and in accordance with such authority
has fixed its size at six members.  No proxy will be voted for a greater
number of persons than the number of nominees named herein.  Directors hold
office until the next annual meeting of the stockholders of the Company or
until their successors have been elected and qualified.  Vacancies may be
filled by recommendations from the Nominating Committee, and a majority
vote by the remaining directors.  The Company's Board of Directors met nine
times during fiscal year 1996.  During fiscal year 1996, each member of the
Board of Directors attended 94% or more of the meetings of the Board of
Directors and the committees of which he was a member.  

The Board has three standing committees:

                 Audit       Compensation     Nominating

Members:         Bradley      Curry          Bradley
                 Curry        Wood           Curry
                 Lee          Zink           West

The Audit Committee's functions include making recommendations concerning
the engagement of independent auditors, reviewing with the independent
auditors the plan and results of the auditing engagement, reviewing
professional services provided by the independent auditors, reviewing the
independence of the independent auditors, considering the range of audit
and nonaudit fees and reviewing the adequacy of the Company's internal
accounting controls.  The Audit Committee held five meetings during fiscal
1996.

The Compensation Committee's functions include reviewing executive salary
and bonus structure and approving salary and bonus awards to key
executives, and administering the Company's stock option plans and making
grants thereunder.  The Compensation Committee held one meeting during
fiscal 1996 and took certain actions by unanimous written consent in lieu
of meetings.

The Nominating Committee was established to make nominations and
recommendations to the Board of Directors for individuals to be presented
to the stockholders for election to the Board of Directors.  The Nominating
Committee held one meeting during fiscal 1996.  Holders of Common Stock
wishing to recommend a person for consideration as nominee for election to
the Board can do so in accordance with the Company's Bylaws by giving
timely written notice to the Secretary of the Company at 10701 East Ute
Street, Tulsa, Oklahoma 74116, giving each such nominee's name, address,
appropriate biographical information, a description of all arrangements or
understandings between the stockholder and each nominee and any other
person or persons (naming such person or person), and any other information
that would be required in a proxy statement.  Any such recommendation
should be accompanied by a written statement from the person recommended,
giving his or her consent to be named as a nominee and, if nominated and
elected, to serve as a director.  A notice must be delivered to the
Secretary not later than 80 days prior to the date of any annual or special
meeting; provided, however, that in the event that the date of such annual
or special meeting was not publicly announced by the Company more than 90
days prior to the meeting, notice by the stockholder must be delivered to
the Secretary of the Company not later than the close of business on the
tenth day following the day on which public announcement of the date of
such meeting is communicated to the stockholders.  Such notice to the
Secretary must set forth the name and address of the stockholder who
intends to make the nomination and a representation that the stockholder is
a holder of record of stock of the Company entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice.

Director Compensation.  During fiscal 1996, the directors who are not
employees of the Company were reimbursed for out-of-pocket expenses
incurred in attending meetings of the Board of Directors and committee
meetings.  In addition, each of Messrs. Hugh Bradley, Robert Curry, William
Wood and John Zink received $1,000 each as compensation for serving as
directors, and was granted 10,000 shares of the Company's 
stock under the provision of the Matrix Service Company 1995 Nonemployee
Directors' Stock Option Plan.


EXECUTIVE COMPENSATION

The following table summarizes certain information regarding compensation
paid or accrued during each of the Company's last three fiscal years to the
Chief Executive Officer and each of the Company's four other most highly
compensated executive officers (the "Named Officers"):


<TABLE>
<CAPTION>

              SUMMARY COMPENSATION TABLE

                                             Annual Compensation                            Long-Term Compensation
                                  -----------------------------------------    --------------------------------------
                                                                                          Awards           Payouts
                                                                               -------------------------- -----------
                                                                                Restricted     Securities  Long-Term      
                                                                 Other Annual    Stock        Underlying    Incentive    All Other
Name and                        Fiscal                           Compensation    Award(s)    Options/SARs    Payout    Compensation
Principal Position               Year   Salary ($)    Bonus ($)   ($) (2)          ($)            (#)        ($)         ($)
- -----------------------------   ------  ----------    ---------  ------------  ------------  ------------  ----------  ------------
<S>                             <C>       <C>          <C>           <C>          <C>          <C>           <C>         <C>

Doyl D. West  (1)                1996      236,282      -                                        25,000
Chairman of Board, President     1995      158,676      -             N/A          N/A          110,000       N/A         N/A
Chief Executive Officer          1994      219,200      -                                             -

C. William Lee                   1996      132,791      -             N/A          N/A           25,000       N/A         N/A
Vice President-Finance           1995      127,905      -                                             -                   N/A
& Chief Financial Officer        1994      114,292      -                                             -

Bradley S. Vetal                 1996      139,236      -                                        25,000
Vice President-                  1995      132,679      -             N/A          N/A                -       N/A         N/A
Tank Division                    1994      118,702      -                                        20,000

Richard C. Gray II               1996      140,890     60,500                                    25,000
President-                       1995      125,792      -             N/A          N/A                -       N/A         N/A
Colt Construction, Inc.          1994      124,999      -                                             - 

Tim S. Selby                     1996      140,000      -                                             -
President-Matrix Service, Inc.   1995      130,000      -             N/A          N/A                -       N/A         N/A
San Luis Tank Division           1994      120,000      -                                             - 

</TABLE>


(1)  During fiscal 1994, Mr. West served as Chairman of the Board and as an
employee, concentrating on strategic planning and business development. In
September 1994, Mr. West was again elected President and Chief Executive
Officer.  He has served as Chairman of the Board of Directors of the Company
since 1994.

(2)  During each of the three years ended May 31, 1994, 1995 and 1996,
perquisites for each individual named in the Summary Compensation Table
aggregated less than 10% of the total annual salary and bonus reported for such
individual in the Summary Compensation Table, or $50,000, if lower. 
Accordingly, no such amounts are included in the Summary Compensation Table.

Stock Option Grants During Fiscal 1996

The following table sets forth information with respect to grants of stock
options to purchase Common Stock pursuant to the Company's 1991 Stock Option
Plan to the Named Officers identified in the Summary Compensation Table above. 
No stock appreciation rights were granted during fiscal 1996 or were outstanding
at May 31, 1996.


<TABLE>
<CAPTION>

                                      OPTION GRANTS IN FISCAL 1996

                                         Individual Grants
- ---------------------------------------------------------------------------------------
                                                % of
                          Number of         Total Options                                  Potention Realizable Value at
                      Shares Underlying        Granted       Exercise                      Assumed Annual Rates of Stock
                      Stock Options         to Employees      Price      Expiration      Price Appreciation of Option Term (2)
       Name            Granted (#) (1)     in Fiscal 1996   ($/Share)        Date              5% ($)          10% ($)
- ------------------    ------------------   --------------   ----------    -----------    --------------   ------------
<S>                        <C>                 <C>            <C>         <C>              <C>               <C>

Doyl D. West                25,000              8.03           4.00        11-7-2005       $142,000          $285,250
C. William Lee              25,000              8.03           6.25        4-10-2006         85,750           229,000
Bradley S. Vetal            25,000              8.03           6.25        4-10-2006         85,750           229,000
Richard C. Gray II          25,000              8.03           6.25        4-10-2006         85,750           229,000
Tim S. Selby                     0              N/A            N/A           N/A              N/A               N/A

</TABLE>


(1)  Options granted during the year ended May 31, 1996 vest equally over five
years of service and expire ten years from date of grant.  No stock appreciation
rights ("SARs") were granted during fiscal 1996.

(2)  An appreciation in stock price is required for optionees to receive any
gain.  A stock price appreciation of zero percent would render the options
without value to the optionees.  The Securities and Exchange Commission requires
disclosures of the potential realizable value or present value of each grant. 
The disclosure assumes the options will be held for the full ten-year term prior
to exercise.  Such options may be exercised prior to the end of such ten-year
term.  The actual value, if any, an executive officer may realize will depend
upon the excess of the stock price over the exercise price on the date the
option is exercised.  There is no assurance that appreciation, if any, in the
stock price will occur at the rates shown in the table.

Option Exercises and Holdings

The following table sets forth information with respect to the Named Officers
identified in the Summary Compensation Table concerning the exercise of stock
options and the value of unexercised options held as of the end of fiscal year
1996.            


<TABLE>
<CAPTION>

                 AGGREGATED STOCK OPTION EXERCISES IN YEAR ENDING MAY 31, 1996
                                AND OPTION VALUES AT MAY 31, 1996

                                                                                    Value of Unexercised
                                                       Number of Shares                In-the-Money
                                                    Underlying Unexercised            Stock Options
                                                   Options at May 31, 1996         at May 31, 1996 (1)
                                                ----------------------------    --------------------------
                    Shares Acquired   Value
                     on Exercise     Realized  
      Name              (#)            ($)      Exercisable   Unexercisable     Exercisable    Unexercisable
- ------------------  --------------   --------   ------------  -------------     ------------   --------------
<S>                      <C>           <C>         <C>           <C>            <C>            <C>              

Doyl D. West              -             -           60,591        164,429        $19,080  (2)   $92,420  (2)
C. William Lee            -             -            9,642         37,858          3,037  (2)     4,050  (2)
Bradley S. Vetal          -             -           11,429         39,286         31,468  (3)     1,772  (3)
Richard C. Gray II        -             -            6,429         33,571          2,025  (2)     2,700  (2)
Tim S. Selby              -             -           15,000         10,000          4,725  (2)     3,150  (2)

</TABLE>


(1)  Value was calculated by subtracting the applicable exercise price from the
fair market value of the Company's Common Stock on May 31, 1996, which was $5.94
based on the average of the high and low price of the Common Stock on May 31,
1996, multiplied by the number of shares underlying the unexercised options.

(2)  The fair market value of the Company's Common Stock on May 31, 1996 was
$5.94 based on the average of the high and low price of the Common Stock on May
31, 1996.  The unexercised options held by these officers at May 31, 1996 are
exercisable at a price of $5.63 per share.  

(3)  Mr. Vetal holds options to purchase 3,465 shares at an exercise price of
$.80 and 2,250 shares at an exercise price of $.67; these options were
exercisable in fiscal year 1996.  Mr. Vetal also holds options to purchase
45,000 shares at a price of $5.63 at May 31, 1996.

Employment Agreements

In connection with the acquisition of San Luis Tank Piping Construction Company
in June 1991,  Mr. Tim Selby executed a five-year Employment and Non-Competition
Agreement with the Company.  The agreement provides that Mr. Selby will receive
a salary of $140,000 in fiscal 1996.

P
ERFORMANCE GRAPH


<TABLE>
<CAPTION>

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN *

AMONG MATRIX SERVICE COMPANY, THE NASDAQ STOCK MARKET-US INDEX 
AND THE S & P ENGINEERING & CONSTRUCTION INDEX

Research Data Group       Total Return - Data Summary

MTRX
                                                   Cumulative Total Return    
                                        5/91      5/92      5/93      5/94      6/95     5/96 
<S>                          <C>       <C>       <C>       <C>       <C>       <C>      <C>

Matrix Service Co.            MTRX      100        91        41        34        18        26

NASDAQ Stock Market-US        INAS      100       117       141       149       177       257

S & P Engineering & Const.    IENG      100        88        86       108        96       126

</TABLE>


* $100 invested on May 31, 1991 in the Company's Common Stock.  Includes
reinvesting of dividends, where applicable.  The Company's fiscal year ends May
31.

The performance graph shall not be deemed incorporated by reference by any
general statement incorporating by reference this Proxy Statement into any
filing under the Securities Act of 1933, as amended, or under the Securities
Exchange Act of 1934, as amended, except to the extent that the Company
specifically incorporates this graph by reference, and shall not otherwise be
deemed filed under such acts.

There can be no assurance that the Company's stock performance will continue
into the future with the same or similar trends depicted in the graph above. 
The Company will not make or endorse any predictions as to future stock
performance.

Report of the Compensation Committee of the Board of Directors

The Compensation Committee ("Committee") of the Board of Directors of the
Company currently consists of Robert L. Curry, William P. Wood, and John S.
Zink, all of whom are independent directors who are not employees and who
qualify as disinterested persons for purposes of Rule 16b-3 adopted under the
Securities Exchange Act of 1934.  The Committee is responsible for evaluating
the performance of management, determining the compensation for certain
executive officers of the Company and administering the Company's stock option
plan under which grants may be made to employees of the Company.  The Committee
has furnished the following report on executive compensation for the fiscal year
ending May 31, 1996.

Under the supervision of the Committee, the Company has developed a compensation
policy which is designed to attract and retain key executives responsible for
the success of the Company and motivate all management to work as a team, to
maximize long-term stockholder value.

The annual compensation package of the executive officers primarily consists of
(i) a cash salary which reflects the responsibilities relating to the position
and individual performance, (ii) variable performance awards payable in cash and
tied to the individual's and the Company's performance against pre-established
financial measures and (iii) long- term stock-based incentive awards which
strengthen the relationship between the interests of the executive officers and
the interests of the Company's stockholders.

In determining the level and composition of compensation for each of the
Company's executive officers, the Committee takes into account various
qualitative and quantitative indicators of each officer's performance.  The
Committee's objectives in determining compensation are to allow the Company to
attract, motivate and retain the management personnel necessary for the
Company's success and to provide an executive compensation program comparable to
that offered by the companies with which the Company competes for such
management personnel.  Although no specific target has been established, the
Committee generally seeks to set salaries at the medium to high end of the range
in comparison to peer group companies.  In setting such salaries, the
Compensation Committee considers its peer group to be certain companies with
market capitalizations similar to that of the Company with which it competes for
aboveground tank services and refinery maintenance services.  Such peer group
does not necessarily include the companies comprising the Standard and Poor's
Engineering and Construction Index reflected in the performance graph in this
Proxy Statement, which is the industry categorization the Company has been
placed in by its market makers.  In evaluating the performance of management,
the Committee takes into consideration such factors as revenue and earnings
growth, improved safety performance through reduced rates of recordable injuries
of the Company as well as the achievement of specific qualitative goals by the
individual relating to the particular officer's area of responsibility.

Base compensation is established through negotiation between the Company and the
executive officer at the time the executive is hired, or during the negotiation
phase of an acquisition, and then subsequently (in general annually) when such
officer's base compensation is subject to review or reconsideration.  While the
Company has entered into employment agreements with certain of its executive
officers, such agreements provide that base salaries after the initial year will
be determined by the Compensation Committee or the Chief Executive Officer after
review of the officer's performance.  In establishing or reviewing base
compensation levels for each executive officer, the Committee, in accordance
with its general compensation policy, considers numerous factors, including the
responsibilities relating to the position, the qualifications of the executive
and the relevant experience the individual brings to the Company, strategic
goals for which the executive has responsibility, and compensation levels of
other companies at a comparable stage of development to compete with the Company
for business, engineering, and executive talents.  As stated above, such
comparable companies are generally those with similar market capitalizations and
not necessarily among the companies comprising the Standards and Poor's
Engineering and Construction indices as reflected in the Performance Graph in
this Proxy Statement.  No predetermined weights are given to any such factors. 
The initial salaries for each of the executive officers in fiscal year 1996 were
set taking into account these factors in accordance with the Company's general
compensation policy discussed above.  The base salaries for the executive
officers generally, and the Chief Executive Officer specifically, for fiscal
1996 are in the medium level in comparison with the Company's peer group
companies.  

In addition to each executive officer's base compensation, the Committee may
award cash bonuses and/or grant awards under the Company's Stock Option Plan to
chosen executive officers depending on the extent to which certain defined
personal and corporate performance goals are achieved.  Such corporate
performance goals include revenue and earnings growth of the Company, as
discussed above.

The Chief Executive Officer's compensation is the responsibility of the
Compensation Committee. Based upon the Compensation Committee's assessment of
Mr. West's ability to effectively lead the Company into the future as determined
by his past performance and experience with the Company's business and markets,
the Compensation Committee determined that Mr. West's compensation package would
consist of the following: (i) annual base salary of $ 239,200, (ii) annual cash
bonus based upon a predetermined financial performance of the Company, and (iii)
a Stock Option Agreement granting Mr. West an option to purchase 25,000 shares
of Common Stock over a five-year period beginning in November 1996 under the
Company's 1991 Stock Option Plan at an exercise price of $ 4.00 per share (the
fair market value of the Common Stock on the date of grant).

Equity incentives are not limited to executive officers.  Grants of stock
options are made to management and staff of the Company in amounts determined by
the Compensation Committee.  The amounts of such grants are determined based on
the individual employee's position with the Company and his or her potential
ability to beneficially impact the performance of the Company.  By giving
management and staff a stake in the financial performance of the Company, the
Compensation Committee's goal is to provide incentives to these employees of the
Company to enhance the financial performance of the Company and, thus,
stockholder value.

All employees of the Company, including executive officers, are eligible to
receive long-term stock based incentive awards under the Company's Stock Option
Plan as a means of providing such individuals with a continuing proprietary
interest in the Company.  Such grants further the mutual interests of the
Company's employees and its stockholders by providing significant incentives for
such employees to achieve and maintain high levels of performance.  The
Company's Stock Option Plan enhances the Company's ability to attract and retain
the services of qualified individuals.  Factors considered in determining
whether such awards are granted to an executive officer of the Company include
the executive's position in the Company, his or her performance and
responsibilities, the number of options, if any, currently held by the officers,
and the vesting schedule of any such options.  While the Committee does not
adhere to any firmly established formulas or schedules for the issuance of
options, the Committee will generally tailor the terms of any such grant to
achievement of its goal as a long-term incentive award by providing for a
vesting schedule encompassing several years as tying the vesting dates to
particular corporate or personal milestones.

The report of the Compensation Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act of 1933, as amended, or under
the Securities Exchange Act of 1934, as amended, except to the extent that the
Company specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such acts.

Compensation Committee

Robert L. Curry
William P. Wood
John S. Zink


Compliance with Section 16(a)

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's directors and officers, and persons who own more than ten percent of
the Common Stock, to file initial reports of ownership and reports of changes in
ownership (Forms 3, 4 and 5) of the Common Stock with the Securities and
Exchange Commission (the "SEC") and the NASDAQ Stock Market.  Officers,
directors and greater than 10 percent stockholders are required by SEC
regulations to furnish the Company with copies of all such forms that they file.

To the Company's knowledge, based solely on the Company's review of the copies
of such reports received by the Company and on written representations by
certain reporting persons, the Section 16(a) filing requirements were satisfied
by the Company's directors, officers and ten percent stockholders.  

P
ROPOSAL NUMBER 2: Selection Of Auditors

The Board of Directors has reappointed the firm of Ernst & Young LLP as the
Company's independent public accountants for the fiscal year ending May 31,
1997, subject to ratification by the Company's stockholders.  Representatives of
Ernst & Young LLP are expected to be present at the Annual Meeting of
Stockholders and will have an opportunity to make a statement, if they desire to
do so, and to respond to appropriate questions from those attending the meeting.
Ernst & Young LLP has served as auditors for the Company since 1984.  

The affirmative vote of holders of a majority of the shares of Common Stock
present in person or represented by proxy at the Annual Meeting is required to
ratify the appointment of Ernst & Young LLP as the independent accountants for
fiscal 1997.  

T
he Board of Directors recommends a vote "For" ratification of Ernst & Young's
appointment.   


Certain Transactions  

In June 1991, the Company acquired San Luis Tank Piping Construction Company for
an aggregate purchase price of approximately $9.5 million, including certain
potential future payments.  Tim Selby was the sole stockholder and executive
officer of San Luis at the time of the acquisition, received a substantial
portion of the consideration payable as a result of the acquisition and became a
stockholder and executive officer of the Company following the acquisition.  In
connection with the acquisition, the Company executed a two-year promissory note
as partial consideration for the purchase price.  San Luis entered into a five-
year agreement with Mr. Selby and certain members of his family in connection
with the acquisition pursuant to which San Luis leases certain real property for
the operations of San Luis in Paso Robles, California.  San Luis made aggregate
lease payments of $149,190 during fiscal 1996 under this lease.

P
roposals of Stockholders

A proposal of a stockholder intended to be presented at the next annual meeting
of stockholders must be received at the Company's principal executive offices no
later than May 22, 1997, if the proposal is to be considered for inclusion in
the Company's proxy statement relating to such meeting.  

Financial Information

A copy of the Company's Annual Report on Form 10-K, including any financial
statements and schedules and exhibits thereto, may be obtained without charge by
written request to C. William Lee, Vice President-Finance, Matrix Service
Company, 10701 East Ute Street, Tulsa, Oklahoma  74116.

Other Matters

The cost of solicitation of these proxies will be borne by the Company.  In
addition to solicitation by mail, certain directors, officers, and regular
employees of the Company may solicit proxies by telecopy, telephone, and
personal interview.

By Order of the Board of Directors

/s/C. William Lee
- ----------------------
C. William Lee
September 18, 1996
Tulsa, Oklahoma