8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 8, 2006

Material Sciences Corporation

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware	01-8803	95-2673173
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2200 East Pratt Boulevard

Elk Grove Village, Illinois 60007

(Address of Principal Executive Offices, including Zip Code)

(847) 439-2210

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

¨ Written communications pursuant to Rule 425 under the Securities Act

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(d) On December 8, 2006, Material Sciences Corporation (the “Company”) issued a press release (the “Press Release”) announcing the Company’s Board of Directors, upon the recommendation of its Compensation, Organization and Corporate Governance Committee, increased the size of the Company’s Board of Directors from seven to eight directors and appointed Patrick J. McDonnell to fill the newly created vacancy. Mr. McDonnell was also appointed to serve on the Audit Committee of the Board of Directors. Mr. McDonnell’s initial term as a director will expire at the 2007 Annual Meeting. A copy of the Press Release is attached as an exhibit to this Form 8-K and is incorporated herein by reference.

Mr. McDonnell is not party to any arrangement or understanding with any other person in connection with his appointment as a director of the Company. There are no transactions in which Mr. McDonnell has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Document
99.1	Press Release dated December 8, 2006

SIGNATURES

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
/s/   Clifford D. Nastas
By:	Clifford D. Nastas
Its:	Chief Executive Officer

Date: December 11, 2006

EX-99.1

Exhibit 99.1

	Material Sciences Corporation
	2200 East Pratt Blvd.
	Elk Grove Village, IL 60007
	847/439-2210

COMPANY CONTACT:	MEDIA CONTACT:
James M. Froisland	Katie Wood
Senior Vice President, Chief Financial Officer,	Edelman
Chief Information Officer and Corporate Secretary	312/240-2827
847/718-8020

FOR IMMEDIATE RELEASE

FRIDAY, DECEMBER 8, 2006

MATERIAL SCIENCES CORPORATION EXPANDS BOARD OF DIRECTORS

Elk Grove Village, IL – December 8, 2006 – Material Sciences Corporation (NYSE: MSC) announced today that it expanded the size of its board of directors from seven to eight directors based on the recommendation of its compensation, organization and corporate governance committee. The board elected Patrick J. McDonnell to fill the new vacancy and also appointed him to serve on the board’s audit committee. His initial term as a director will expire at the 2007 annual meeting. Material Sciences is a leading provider of material-based solutions for acoustical and coated applications.

“We are pleased to welcome Patrick to the board of Material Sciences,” said Dr. Ronald A. Mitsch, non-executive chairman of the board. “His expertise in auditing and in guiding companies through times of change will help Material Sciences achieve its goal of constantly increasing shareholder value.”

McDonnell, 63, is president and chief executive officer of The McDonnell Company, LLC, a company he founded in July 2002. The McDonnell Company is a consulting firm that counsels companies through significant transitions. Previously McDonnell served as president and chief executive officer of Jordan Professional Services and prior to that as president and chief operating officer of LAI Worldwide, Inc. During his 28-year tenure at Coopers & Lybrand, McDonnell held a number of leadership positions and completed his career at the company as vice chairman of the business assurance division from 1993 to 1998. He also currently serves on the board of directors and the audit committee of First Midwest Bancorp.

McDonnell earned a Masters in Business Administration from the University of Michigan and Bachelors of Business Administration from the University of Notre Dame.

About Material Sciences

Material Sciences Corporation is a leading provider of material-based solutions for acoustical and coated applications. MSC uses its expertise in materials, which it leverages through relationships and a network of partners, to solve customer-specific problems. The Company’s stock is traded on the New York Stock Exchange under the symbol MSC.

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