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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 13G
(Under the Securities Exchange Act of 1934)
(Amendment No.2)*
Matrix Service Co.
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(Name of Issuer)
COMMON STOCK
- ---------------------------------
(Title of Class of Securities)
576853105
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(Cusip Number)
Check the following box if a fee is being paid with this statement
[ ]. (A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of more than five percent or less of such
class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing of this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in
a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act, but shall be subject to all
other provisions of the Act (however, see the Notes.)
[Continued on the following page(s)]
Page 1 of 4 Pages
CUSIP No. 576853105 Page 2 of 4 Pages
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1. Name of reporting person
S.S. or I.R.S. identification no. of above person
David L. Babson and Company Incorporated
04-1054788
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2. Check the appropriate box if a member of a group*s
(a)( )
(b)( X )
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3. SEC use only
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4. Citizenship or place of organization
Massachusetts
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5. Sole Voting Power
683,900
Number of -----------------------------
shares 6. Shared Voting Power
beneficially
owned by 383,700
each -----------------------------
Reporting 7. Sole Dispositive Power
person
with 1,067,600
-----------------------------
8. Shared Dispositive Power
none
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9. Aggregate amount beneficially owned by each reporting person
1,067,600
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10. Check if the aggregate amount in row (9) excludes certain shares*
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11. Percent of class represented by amount in row 9
11.45%
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12. Type of Reporting person
IA
Page 3 of 4 Pages Cusip #:576853105
SCHEDULE 13G
ITEM 1(A): NAME OF ISSUER:
Matrix Service Co.
1(B): ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
10701 East Ute Street
Tulsa, OK 74116-1514
ITEM 2(A): NAME OF PERSON FILING:
David L. Babson and Company Incorporated ("DLB")
ITEM 2(B): ADDRESS OF PRINCIPAL BUSINESS OFFICE:
One Memorial Drive
Cambridge, Massachusetts 02142-1300
ITEM 2(C): CITIZENSHIP:
See Item 4 of Cover Page
ITEM 2(D): TITLE OF CLASS OF SECURITIES:
See Cover Page
ITEM 2(E): CUSIP NUMBER:
See Cover Page
ITEM 3: TYPE OF REPORTING PERSON:
See Item 12 of Cover Page
ITEM 4: OWNERSHIP:
(a) AMOUNT BENEFICIALLY OWNED: DLB, in its capacity as
investment adviser, may be deemed the beneficial owner of 1,067,600
shares of common stock of the Issuer which are owned by numerous
investment counselling clients.
(b) PERCENT OF CLASS: 11.45%
(c) For information on voting and dispositive power with respect to the
above listed shares, see Items 5 - 8 of Cover Page.
Page 4 of 4 Pages Cusip #: 576853105
ITEM 5: OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable
ITEM 6: OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not Applicable
ITEM 7: IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
Not Applicable
ITEM 8: IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
ITEM 9: NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
ITEM 10: CERTIFICATION:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection
with or as a participant in any transaction having such purpose or
effect.
SIGNATURE:
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Date: February 7, 1997
Signature: --//Leslie A. Meinhart//--
Name/Title: LESLIE A. MEINHART
Compliance Manager