MATRIX SERVICE CO — Director's Dealing 2010

May 25, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATRIX SERVICE CO (MTRX)
CIK: 0000866273
Period of Report: 2010-05-21

Reporting Person: Rinehart Bradley J (VP Matrix Service Inc.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-21	COMMON STOCK	M	10000	$2.4065	Acquired	31125	Direct
2010-05-21	COMMON STOCK	M	10000	$2.125	Acquired	41125	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-05-21	INCENTIVE STOCK OPTION (RIGHT TO BUY)	$2.4065	M	10000	Disposed	2010-07-11	COMMON STOCK (10000)	Direct
2010-05-21	INCENTIVE STOCK OPTION (RIGHT TO BUY)	$2.125	M	10000	Disposed	2010-10-18	COMMON STOCK (10000)	Direct

Footnotes

F1: MATRIX SERVICE COMPANY COMMON STOCK.

F2: INCLUDES 25,335 SHARES OF MATRIX SERVICE COMPANY COMMON STOCK OWNED OUTRIGHT.

F3: THE STOCK OPTION BECOMES EXERCISABLE IN FIVE EQUAL ANNUAL INSTALLMENTS, COMMENCING ONE YEAR AFTER THE DATE OF THE GRANT.

F4: NOT APPLICABLE.