8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): June 26, 2008

MATERIAL SCIENCES CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-8803	95-2673173
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2200 East Pratt Boulevard Elk Grove Village, Illinois	60007
(Address of Principal Executive Offices)	(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 (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2)

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On June 30, 2008, Material Sciences Corporation (the “Company”) issued a press release announcing the preliminary results of voting at the Company’s annual meeting of shareowners, the appointment of John P. Reilly as non-executive chairman of the board, succeeding Dr. Ronald A. Mitsch, and certain changes to the composition of the committees of the board.

A copy of the press release is attached hereto as Exhibit 99.1, and the information contained therein is incorporated herein by reference. The information contained in Item 8.01 to this Form 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and the information shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibit.

(d) Exhibit

Exhibit Number	Description of Exhibit
99.1	Press release of Registrant dated June 30, 2008, announcing the the preliminary results of voting at the Company’s annual meeting of shareowners, the appointment of John P. Reilly as non-executive chairman of the board, succeeding Dr. Ronald A. Mitsch, and certain changes to the composition of the committees of the Board.

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 thereunto duly authorized.

	MATERIAL SCIENCES CORPORATION (Registrant)
Date: June 30, 2008	By:	/s/ James M. Froisland
	Name:	James M. Froisland
	Title:	Senior Vice President, Chief Financial Officer, Chief Information Officer and Corporate Secretary.

EX-99.1

Exhibit 99.1

	Material Sciences Corporation 2200 East Pratt Blvd. Elk Grove Village, IL 60007 847/439-2210
COMPANY CONTACT: James M. Froisland Senior Vice President, Chief Financial Officer, Chief Information Officer and Corporate Secretary 847/718-8020	MEDIA CONTACT: Katie Wood Znameroski Edelman 312/240-2827

FOR IMMEDIATE RELEASE

MONDAY, JUNE 30, 2008

MATERIAL SCIENCES CORPORATION ANNOUNCES RESULTS OF 2008

ANNUAL MEETING OF SHAREHOLDERS

JOHN REILLY REPLACES DR. RONALD MITSCH AS NON-EXECUTIVE

CHAIRMAN OF THE BOARD

ELK GROVE VILLAGE, Ill., June 30, 2008, Material Sciences Corporation (NYSE: MSC), a leading provider of material-based solutions for acoustical and coated applications, today announced the outcome of its fiscal 2008 annual meeting of shareholders.

The meeting took place on Thursday, June 26, 2008, at 10:00 a.m. CT at 2200 East Pratt Boulevard, Elk Grove Village, Ill. At the meeting, shareholders elected all eight nominees to the board of directors and ratified the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm.

In a subsequent meeting that day, the Board approved changes to committee and board composition. John Reilly is succeeding Dr. Ronald A. Mitsch as non-executive chairman of the board, a position Mitsch has held since 2003.

“We’re pleased to welcome John Reilly as non-executive chairman of the board,” said Clifford D. Nastas, chief executive officer for Material Sciences. “John has served as a director since 2004 and brings deep knowledge of Material Sciences and our industry.

“I would also like to thank Dr. Mitsch for his leadership over the last five years as non-executive chairman of the board. He has been a valuable resource to Material Sciences in the nine years he has served on the board, and we are gratified that he will continue as a director of the company,” Nastas added.

As a result of this change, Patrick J. McDonnell is replacing Reilly as chairman of the audit committee; and Reilly is replacing Mitsch as non-executive chairman of the executive committee.

The committees are as follows:

Audit Committee

Patrick J. McDonnell, chairman

John Reilly

Dominick J. Schiano

Compensation Committee

Frank L Hohmann III, chairman

Sam Licavoli

Dr. Ronald A. Mitsch

Avrum Gray

Executive Committee

John Reilly, non-executive chairman

Sam Licavoli

Clifford D. Nastas

A director since 2004, Reilly is the retired chairman, president and chief executive officer of Scott Technologies, Inc. He has more than thirty years of experience in the automotive industry where he has served as a senior officer with a number of automotive suppliers, including Stant Corporation and Tenneco Automotive. He has also held leadership positions at the former Chrysler Corporation and Navistar International, was president of Brunswick Corporation, and served as chairman, chief executive officer and president of Figgie International. Reilly serves on the board of directors of Exide Technologies, where he is non-executive chairman of the board, Timken, and Marshfield Door Systems.

Mitsch has served as a director since 1999 and as non-executive chairman of the board from April 2003 to June 2008. Mitsch retired as vice chairman and executive vice president of Industrial and Consumer Markets and Corporate Services of 3M Company in 1998, a position he held from 1995. He joined 3M in 1960 and held several key management positions at the company, including senior vice president of Research and Development. He is a Life Trustee of Hamline University.

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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