X0303 4 2008-10-21 0 0000866273 MATRIX SERVICE CO MTRX 0001448179 SULLIVAN WILLIAM R 500 WEST COLLINS AVENUE ORANGE CA 92867-5510 0 1 0 0 VP WESTERN BUS UNIT, MSI COMMON STOCK 2008-10-21 4 A 0 6000 0 A 29029 D COMMON STOCK 2008-10-22 4 F 0 143 11.5 D 28886 D COMMON STOCK 2008-10-23 4 F 0 78 11.15 D 28808 D MATRIX SERVICE COMPANY COMMON STOCK. RESTRICTED STOCK UNIT, EACH UNIT WILL ENTITLE THE REPORTING PERSON TO ONE SHARE OF MATRIX SERVICE COMPANY COMMON STOCK IF AND WHEN THE CONDITIONS OF THE RESTRICTION HAVE BEEN SATISFIED. RESTRICTED STOCK AWARD, SHARES DISPOSED TO SATISFY TAX OBLIGATION DUE ON VEST DATE. ALSO INCLUDES 20,548 SHARES OF MATRIX SERVICE COMPANY COMMON STOCK OWNED OUTRIGHT. NOT APPLICABLE. WILLIAM R. SULLIVAN 2008-10-23