Exhibit 2

MATRIX SERVICE COMPANY ADOPTS STOCKHOLDER RIGHTS PLAN


TULSA, OKLAHOMA, November 3, 1999: Matrix Service Company (Nasdaq:MTRX) today
announced its board of directors has authorized the adoption of a stockholder
rights plan.  The rights will be issued on November 12, 1999, to stockholders of
record on that date, and will expire on November 12, 2009, unless earlier
redeemed, exchanged or amended by the board of directors.

     Bradley Vetal, President of the Company said:  "We believe this plan, which
is similar to plans adopted by a significant number of U.S. public companies,
is a prudent step in protecting the interests of our stockholders in connection
with any effort to acquire control of the company. The plan seeks to ensure that
all stockholders will receive a fair price and equitable treatment in the event
of unsolicited attempts to acquire the company.  The adoption of this plan is
not in response to any pending takeover threats.  The issuance of the rights
does not in any way affect our business plans, has no dilutive effect on the
number of common shares outstanding and will not affect reported earnings per
share."

     The plan provides for the issuance of one right for each outstanding share
of Matrix common stock.  Initially, the rights will trade together with the
common stock and will not be exercisable.  In the absence of further board
action, should a person or group acquire 15 percent or more of the outstanding
shares of the Company's outstanding common stock, the rights generally will
become exercisable and allow the stockholder, other than the acquiring person or
group, to acquire common stock at a discounted price.  An exception has been
made to the 15 percent trigger for the holdings of David L. Babson & Co. that
currently exceed 12 percent.  Under certain circumstances, the rights will
entitle the holder to buy shares in the acquiring entity at a discounted price.
At the option of the board of directors, Matrix may redeem all rights for $.01
per right at any time prior to the time the rights become exercisable.