8-K

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                                  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): April 17, 2003
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                          MATERIAL SCIENCES CORPORATION
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             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


            Delaware                       1-8803                95-2673173
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(State or other jurisdiction      (Commission File Number)     (IRS Employer
      of incorporation)                                      Identification No.)



                            2200 East Pratt Boulevard
                        Elk Grove Village, Illinois 60007
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          (Address of Principal Executive Offices, including Zip Code)

                                 (847) 439-8270
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              (Registrant's Telephone Number, Including Area Code)

                                 Not Applicable
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          (Former Name or Former Address, if Changed Since Last Report)

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Item 5. Other Events and Required FD Disclosure.

On April 17, 2003, Material Sciences Corporation issued a press release
reporting that it has named Dr. Ronald A. Mitsch as non-executive Chairman and
Michael J. Callahan as President and Chief Executive Officer, effective
immediately. A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

     (c) Exhibits

     99.1     Press Release dated April 17, 2003.



                                   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/ James J. Waclawik, Sr.
                                                --------------------------------

                                                By:  James J. Waclawik, Sr.
                                                Its: Vice President and Chief
                                                     Financial Officer
Date: April 17, 2003

                                       2

EX-99.1

                                                                    Exhibit 99.1

                     MATERIAL SCIENCES CORPORATION APPOINTS
    RONALD A. MITSCH AS CHAIRMAN AND MICHAEL J. CALLAHAN AS PRESIDENT AND CEO


ELK GROVE  VILLAGE, IL, APRIL 17, 2003-----Material Sciences  Corporation
(NYSE:MSC), a leading provider of material-based solutions for electronic,
acoustical/thermal, and coated metal applications, today announced that it has
named Dr. Ronald A. Mitsch as non-executive Chairman and Michael J. Callahan as
President and Chief Executive Officer, effective immediately. They succeed
Gerald G. Nadig, who has resigned.

Dr. Mitsch is a board member and retired Vice Chairman and Executive Vice
President of 3M Company. Mr. Callahan is a board member and retired Executive
Vice President and Chief Financial Officer of FMC Corporation.

"The board of directors would like to thank Gerry for his 14 years of service.
Under Gerry's leadership, the Company has seen many changes and positive
developments in achieving our strategic plan. We wish Gerry and his family
success and happiness in their future endeavors," said Dr. Mitsch.

About Material Sciences

Material Sciences Corporation is a leading provider of material-based solutions
for electronic, acoustical/thermal, and coated metal applications. MSC uses its
expertise in materials, which it leverages through relationships and a network
of partner, to solve customer-specific problems, overcoming technical barriers
and enhancing performance. MSC differentiates itself on the basis of its strong
customer orientation, knowledge of materials combined with a deep understanding
of its markets, and the offer of specific value propositions that define how it
will create and share economic value with its customers. Economic Value Added is
MSC's primary financial management and incentive compensation measure. The
company's stock traded on the New York Stock Exchange under the symbol MSC and
is included in the Standard & Poor's SmallCap 600 Index and the Russell 2000
Index.