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Washington, D.C. 20549

Matrix Service Company

(Name of Issuer)

Common Stock

(Title of Class of Securities)

576853105

(CUSIP Number)

December 13, 2005

(Date of Event Which Requires Filing of this Statement)

Person Authorized to Receive Notices and Communications:

Mark S. Solomon, Esq.
Andrews Kurth LLP
1717 Main Street, Suite 3700
Dallas, Texas 75201
(214) 659-4400

 

 

     This Amendment No. 1 to Schedule 13G relates to the common stock (“Common Stock”) of Matrix Service Company acquired by (i) WS Capital, L.L.C., a Texas limited liability company (“WS Capital”), for the account of (1) Walker Smith Capital, L.P., a Texas limited partnership (“WSC”), (2) Walker Smith Capital (Q.P.), L.P., a Texas limited partnership (“WSCQP”), and (3) Walker Smith International Fund, Ltd., a British Virgin Islands exempted company (“WS International”), (ii) WSV Management, L.L.C., a Texas limited liability company (“WSV”), for the account of (1) WS Opportunity Fund, L.P., a Texas limited partnership (“WSO”), (2) WS Opportunity Fund (Q.P.), L.P., a Texas limited partnership (“WSOQP”), and (3) WS Opportunity Fund International, Ltd., a Cayman Islands exempted company (“WSO International”) , and (iii) BC Advisors, LLC, a Texas limited liability company (“BCA”), for the account of (1) SRB Greenway Capital, L.P., a Texas limited partnership (“SRBGC”), (2) SRB Greenway Capital (Q.P.), L.P., a Texas limited partnership (“SRBQP”), and (3) SRB Greenway Offshore Operating Fund, L.P., a Cayman Islands limited partnership (“SRB Offshore”). WS Capital is the general partner of WS Capital Management, L.P., a Texas limited partnership (“WSC Management”), which is the general partner of WSC and WSCQP and the investment manager for WS International. WSV is the general partner of WS Ventures Management, L.P. a Texas limited partnership (“WSVM”), which is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. Reid S. Walker and G. Stacy Smith are principals of WS Capital, and Patrick P. Walker is a principal of WSV. BCA is the general partner of SRB Management, L.P., a Texas limited partnership (“SRB Management”), which is the general partner of SRBGC, SRBQP and SRB Offshore. Steven R. Becker is the sole principal of BCA. Pursuant to a letter agreement, Steven R. Becker may collaborate with Reid S. Walker and G. Stacy Smith on investment strategies from time to time. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations thereunder with respect to the shares of Common Stock reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.

Item 1(a)		Name of Issuer:
		Matrix Service Company
Item 1(b)		Address of Issuer’s Principal Executive Offices:
		10701 E. Ute Street Tulsa, OK 74116
Item 2(a)		Names of Persons Filing:
		See Item 1 of each cover page.
Item 2(b)		Address of Principal Business Offices:
		300 Crescent Court, Suite 1111 Dallas, Texas 75201
Item 2(c)		Citizenship:
		See Item 4 of each cover page.
Item 2(d)		Title of Class of Securities:
		Common Stock 576853105
Item 2(e)		CUSIP Number:

Item 3		Status of Persons Filing:
		(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

		(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
		(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
		(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
		(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
		(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
		(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
		(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
		(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
		(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4		Ownership:
			Not applicable
		(a)	Percent of class:
			See Item 11 of each cover page.
		(b)	Number of shares as to which each person has:
			(i)	sole power to vote or to direct the vote:
				See Item 5 of each cover page.
			(ii)	shared power to vote or to direct the vote:
				See Item 6 of each cover page.
			(iii)	sole power to dispose or to direct the disposition of:
				See Item 7 of each cover page.
			(iv)	shared power to dispose or to direct the disposition of:
				See Item 8 of each cover page.

Item 5		Ownership of 5% or Less of a Class:
		If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following R.
Item 6		Ownership of More than 5% 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 or Control Person:
		WSC Management is an investment adviser registered with the State of Texas and, as such, has beneficial ownership of the securities held by its clients, WSC, WSCQP and WS International. WS Capital is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are the sole principals of WS Capital, and therefore exercise investment discretion and control with respect to the shares of Common Stock beneficially owned by WSC Management’s clients.
		WSV is an investment adviser registered with the State of Texas and is the general partner of WSVM and,

		as such, has beneficial ownership of the shares of Common Stock held by its clients, WSO, WSOQP and WSO International. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are the sole principals of WSV, and therefore exercise investment discretion and control with respect to the shares of Common Stock held by WSV’s clients.
		SRB Management is an investment adviser registered with the State of Texas and, as such, has beneficial ownership of the securities held by its clients, SRBGC, SRBQP and SRB Offshore. BCA is the general partner of SRB Management. Steven R. Becker is the sole principal of BCA, and therefore exercises investment discretion and control with respect to the shares of Common Stock beneficially owned by SRB Management’s clients.
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 not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that 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 14, 2006

EXHIBITS

Exhibit 1				Joint Filing Agreement, dated February 14, 2006, entered into by and among WS Capital, L.L.C., WS Capital Management, L.P., WSV Management, L.L.C., WS Ventures Management, L.P., Reid S. Walker, G. Stacy Smith, Patrick P. Walker, BC Advisors, LLC, SRB Management, L.P., and Steven R. Becker.

EXHIBIT 1

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of Matrix Service Company. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 14, 2006.

		WS CAPITAL, L.L.C.
		By:		/s/ Reid S. Walker
				Reid S. Walker, Member
		WS CAPITAL MANAGEMENT, L.P.
		By:		WS Capital, L.L.C., its general partner
		By:		/s/ Reid S. Walker
				Reid S. Walker, Member
		WSV MANAGEMENT, L.L.C.
		By:		/s/ Reid S. Walker
				Reid S. Walker, Member
		WS VENTURES MANAGEMENT, L.P.
		By:		WSV Management, L.L.C., its general partner
		By:		/s/ Reid S. Walker
				Reid S. Walker, Member
		/s/ Reid S. Walker
		REID S. WALKER
		/s/ G. Stacy Smith
		G. STACY SMITH
		/s/ Patrick P. Walker
		PATRICK P. WALKER
		BC ADVISORS, LLC
		By:		/s/ Steven R. Becker
				Steven R. Becker, Member