Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 22, 2009, Mr. Avrum Gray and Dr. Ronald A. Mitsch each notified the Board of Directors of Material Sciences Corporation (the "Company") that he will retire from the Board of Directors at the expiration of his current term at the Company's 2009 Annual Meeting of Stockholders.

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MATERIAL SCIENCES CORPORATION (Registrant)

Date: April 23, 2009 By: /s/ James M. Froisland Name: James M. Froisland Title: Senior Vice President, Chief Financial Officer, Chief Information Officer and Corporate Secretary