CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-38809) pertaining to the Matrix Service Company 1990 Stock
Option Plan and the 1991 Stock Option Plan and to the incorporation by
reference in the Registration Statement (Form S-8 No. 33-32771) pertaining
to the Matrix Service Company 1995 Nonemployee Directors' Stock Option Plan
of our report dated August 14, 1998, with respect to the consolidated
financial statements of Matrix Service Company included in this Annual
Report (Form 10-K) for the year ended May 31, 1998.

                                          ERNST & YOUNG LLP

Tulsa, Oklahoma
August 28, 1998