On March 19, 2009, NYSE Regulation, Inc. ("NYSER") provided to us a written notice that trading of the common stock of Material Sciences Corporation (the "Company") would be suspended prior to the New York Stock Exchange's ("NYSE") opening on March 25, 2009. The notice stated that the Company is not in compliance with NYSE's continued listing standard currently requiring a listed common stock to maintain an average global market capitalization of not less than $15 million over a consecutive 30 trading-day period. NYSE rules do not provide a cure period for non-compliance with this continued listing standard. The NYSE has also initiated the process of delisting the Company's common stock subject to the completion of applicable procedures, including the Company's right to request a review by a committee of the Board of Directors of NYSER. The Company does not intend to request such a review.

The Company expects that its common stock will commence trading on the OTC Bulletin Board ("OTCBB") on March 25, 2009. This transition to the over-the-counter markets does not affect the Company's business operations and will not change its obligation to file periodic and certain other reports with the Securities and Exchange Commission under applicable federal securities laws.

A copy of the Company's press release announcing the suspension, dated March 19, 2009, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibit

           Exhibit
           Number    Description of Exhibit
           99.1      Press release of the Company dated March 19, 2009.