January 5, 2006

Mr. George L. Austin
Chief Financial Officer
Matrix Service Company
10701 E. Ute Street
Tulsa, OK  74116

RE:  	Form 8-K Item 4.01 filed January 5, 2006
	File # 1-15461

Dear Mr. Austin:

We have reviewed your filing and have the following comments.
Where
indicated, we think you should revise your documents in response
to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone number
listed
at the end of this letter.

1. Please provide us with a schedule of your fiscal year end
fourth
quarter adjustments to close the books, or adjustments recorded in
connection with or as a result of the audit.  Clearly explain the
reason for each adjustment.  For each adjustment, show us the
impact
on pre-tax net loss.  Quantify the net effect of all adjustments
on
pre-tax net income (loss).  Also, tell us why none of the
adjustments
relate to prior period.  Explain in detail why you believe the
timing
of each adjustment is appropriate.

2. Provide us with any letter or written communication to and from
the former accountants regarding any reportable events to
management
or the Audit Committee.


*****


We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filing to be certain that the filing
includes all information required under the Securities Exchange
Act
of 1934 and that they have provided all information investors
require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

Please file your response via EDGAR in response to these comments
within 5 business days of the date of this letter.  Please note
that
if you require longer than 5 business days to respond, you should
contact the staff immediately to request additional time.  You may
wish to provide us with marked copies of each amended filing to
expedite our review.  Direct any questions regarding the above to
the
undersigned at (202) 551-3866.

Sincerely,


Jeffrey Gordon
Staff Accountant
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George L. Austin
Chief Financial Officer
January 5, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE