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