This Statement confirms that the undersigned, John P. Reilly, has
authorized and designated Jeffrey J. Siemers to execute and file on
the undersigned's behalf all Forms 3, 4, and 5 (including any
amendments thereto) that the undersigned may be required to file
with the U.S. Securities and Exchange Commission as a result of the
undersigned's ownership of or transactions in securities of Material
Sciences Corporation.  The authority of Jeffrey J. Siemers under
this Statement shall continue until the undersigned is no longer
required to file Forms 3, 4, and 5 with regard to the undersigned's
ownership of or transactions in securities of Material Sciences
Corporation, unless earlier revoked in writing.  The undersigned
acknowledges that Jeffrey J. Siemers is not assuming any of the
undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.  A signed copy of this decoment
is on file at the corporate offices of Material Sciences Corporation.