MATRIX SERVICE CO — Director's Dealing 2010

Jan 5, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MATRIX SERVICE CO (MTRX)
CIK: 0000866273
Period of Report: 2010-01-01

Reporting Person: MAXWELL TOM E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-01	COMMON STOCK	M	3078	—	Acquired	16178	Direct
2010-01-01	COMMON STOCK	D	3078	$10.65	Disposed	13100	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-01	PHANTOM STOCK	$	M	3078	Disposed	2010-01-01	COMMON STOCK (3078)	Direct

Footnotes

F1: MATRIX SERVICE COMPANY COMMON STOCK.

F2: EACH SHARE OF PHANTOM STOCK WAS THE ECONOMIC EQUIVALENT OF ONE SHARE OF MATRIX SERVICE COMPANY COMMON STOCK.

F3: INCLUDES 9,400 SHARES OF MATRIX SERVICE COMPANY COMMON STOCK OWNED OUTRIGHT.