8-K

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                                  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): October 2, 2002
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                          MATERIAL SCIENCES CORPORATION
                          -----------------------------
             (Exact name of registrant as specified in its charter)
                                     1-8803
                                     ------
                            (Commission File Number)

            Delaware
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(State or other jurisdiction of                          95-2673173
 incorporation or organization)                          ----------
                                            (I.R.S. Employer Identification No.)

                            2200 East Pratt Boulevard
                        Elk Grove Village, Illinois 60007
                        ---------------------------------
             (Address of principal executive offices, with zip code)

                                 (847) 439-8270
                                 --------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
                                 --------------
                         (Former name or former address,
                          if changed since last report)

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Item 7. Exhibits.

         (c) Exhibits

                  99.1  Press Release dated October 2, 2002

                  99.2  Investor Presentation dated October 2, 2002

Item 9. Regulation FD Disclosure.

          As announced by Material Sciences Corporation (the "Company") in its
press release dated October 2, 2002, the Company made a presentation to
investors on October 2, 2002. A copy of the press release is filed herewith as
Exhibit 99.1 and a copy of the presentation is being furnished herewith as
Exhibit 99.2.

          This Form 8-K contains forward-looking statements that are based on
current goals, target performance levels, expectations, forecasts and
assumptions. MSC cautions the reader that the following factors could cause its
actual outcomes and results to differ materially from those stated or implied
in the forward-looking statements: risks affecting our ability to successfully
develop, introduce and market new products and technologies, including products
based on the touch-sensory technology it has licensed from TouchSensor
Technologies, LLC; competitive factors; changes in the business environment,
including the automotive, building and construction, and durable goods
industries; the company's ability to successfully implement its reorganization
plans and to achieve the benefits it expects from these plans; final realization
of proceeds on the sale of Pinole Point Steel; facility utilization at Walbridge
Coatings; and other factors, risks and uncertainties detailed from time to time
in the company's filings with the Securities and Exchange Commission. MSC
undertakes no obligation to publicly update forward-looking statements, whether
as a result of new information, future events or otherwise.



                                   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

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

                                 By:  James J. Waclawik, Sr.
Date: October 2, 2002            Its: Vice President and Chief Financial Officer

EX-99.1

                                                                    Exhibit 99.1

                                [MSC LETTERHEAD]

                             Text of Press Release

Material Sciences Corporation Executives Explain Vision, Growth Strategies,
Financial Goals Wednesday October 2, 8:01 am ET

ELK GROVE VILLAGE, Ill., Oct. 2 /PRNewswire-FirstCall/ -- Material Sciences
Corporation (NYSE: MSC - News) executives will share the company's overall plan
for growth in support of its vision -- to be a leading provider of
material-based solutions in three major applications areas -- at an investor
meeting today.

Financial Targets

Jim Waclawik, vice president and chief financial officer, will tie the following
financial goals to MSC's vision:

     --   Average 15 percent annual increases in sales from internal growth.
     --   Improve the mix of higher margin electronic and acoustical/thermal
          products to more than 50 percent of consolidated revenue from 28
          percent at the end of fiscal 2002.
     --   Return operating margins to double-digits from the recent 4-to-8
          percent range.
     --   Expand earnings an average of 15 percent each year.
     --   Improve return on capital employed to 15 percent from the recent
          2-to-6 percent range.
     --   Return to positive Economic Value Added(R) (EVA).

Overall Growth Strategy

Gerry Nadig, chairman, president and chief executive officer, will discuss the
company-wide strategy for reaching these goals:

     --   MSC intends to invest the strong cash flow from its slower growing
          coated metals operation into faster growing, more profitable markets:
          electronics and acoustical/thermal.
     --   All of MSC's operations will use a solutions provider approach --
          working with customers to solve their materials issues -- rather than
          just selling products and services. As a result, MSC anticipates that
          it will develop material-based solutions that meet its customers'
          needs. The company is focusing on these areas: controlling sound,
          vibration and heat; providing corrosion resistance; and developing
          switch and sensor products using its recently licensed technology.
          Because its materials are specified into customers' products, MSC
          expects to reap the benefits of being a partner and avoid the pitfalls
          of being a commodity supplier.
     --   MSC's materials will offer a strong value proposition for the
          customer, often providing superior performance at a lower cost than
          other alternatives.



Plan for Growth in Electronics Applications

There are two areas on which MSC is focusing: noise and vibration, and
switches/sensors/interface solutions.

Noise and Vibration Area

MSC's sales in the noise and vibration market for electronics have grown from $2
million to $20 million in the last two years. The company is focusing on two
segments: hard disk drives (HDDs), and the brackets that hold them -- most often
in storage applications.

MSC's NRGDamp(TM) products reduce noise and vibration in all of Western
Digital's HDDs. The company expects to interest other major manufacturers in
this product's cost and performance advantages. In addition, MSC will target
bracket manufacturers, which also should benefit from reducing the noise and
vibration that can corrupt the data as more HDDs are packed into smaller spaces.

Market growth trends and MSC's capabilities led the company to set the goal of
increasing HDD market share from 9 percent today to 40 percent by 2004, and
bracket share from 1 percent to 5 percent. MSC expects to average a 16 percent
compound annual growth rate (CAGR) in revenues during this period.

Switches/Sensors/Interface Solutions Area

MSC has licensed a unique technology that will help the company reach the
worldwide transportation and consumer electronics markets. Field effect
technology can sense the presence of a finger -- so a person would not actually
have to touch a switch to activate it. The company believes this patented
technology also is much more durable, reliable, faster and cost-effective than
current approaches, such as mechanical or membrane switches. The field effect
sensor also can be used in non-human applications -- such as proximity and
displacement sensing areas -- including replacing more expensive Hall effect
sensors.

The company is in the first year of a three-year business plan for this area.
MSC believes that product designers and engineers in the automotive and consumer
electronics markets are very interested in differentiating their products from
others in the market. The company believes using field effect technology to
create touchless instrument panels in cars and high definition television remote
controls, for example, is something that excites them. By developing close
relationships with these decision-makers, MSC plans to create pull-through
demand for its technology.

This led the company to develop aggressive goals for 2006: to move from no
penetration to a 2 percent share of the switch/sensor market, and average a 450%
revenue CAGR.

Plan for Growth in Acoustical/Thermal Applications Market

The acoustical/thermal area should see the greatest growth in revenue dollars of
any at MSC in the next four years -- more than doubling sales. The drivers are
expected to be its patented

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products: Quiet Steel(R) and MagnaDamp(TM) -- the magnetic version of Quiet
Steel. These products reduce noise, vibration and harshness (NVH) more
effectively than others on the market.

Quiet Steel has been used for years to reduce NVH in disc brakes, where MSC
holds a 30 percent market share in original equipment (OE) and an 80 percent
share in aftermarket dampers. Quiet Steel now is being used in engine parts, and
is beginning to penetrate the body structure market, which has great potential.

The consumer industrial market also offers excellent growth opportunities for
MagnaDamp. Home appliance manufacturers in particular are becoming interested in
its performance and cost benefits. As a result, MSC has established these goals
for 2005:

     --   To move from a 1 percent share of the body structure market today to 9
          percent.
     --   To maintain its OE and aftermarket brake damper shares.
     --   To move from a 3 percent to an 11 percent share of the consumer
          industrial market.

Maintaining Leadership in Coated Metals

MSC pioneered coil coating and management believes it is a world-leader. While
overcapacity in this market has kept overall growth at GDP rates, this area is
expected to be a great cash generator -- which will fund the company's other
higher growth areas.

The major markets for its products include automotive - which uses
electrogalvanized materials for corrosion-resistant auto bodies - and coil
coating for building materials and appliances. MSC's goal is to maintain
leadership positions while reducing costs, which will improve margins.


Returning to Strong Performance Levels

In summary, MSC believes it has a number of advantages none of its competitors
can match:

     .    A leading position in key markets;
     .    Access to revolutionary, proprietary technologies;
     .    Unique manufacturing capabilities;
     .    The ability to reach worldwide markets; and
     .    A reputation for innovation and quality.

The company has a vision to lead its decision-making, goals for measuring its
financial progress, and the financial strength to reach those goals. Over the
next few years, MSC believes it can meet or beat the performance levels
experienced in the first half of the 1990s: a 13 percent

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revenue CAGR, a 27 percent CAGR in earnings, an average gross margin of nearly
25 percent, and a return on average capital employed of 12 percent.

About Material Sciences

Material Sciences Corporation is a leading provider of material-based solutions
for industrial and consumer applications around the world. It uses its expertise
in materials, which it leverages through relationships and a network of
partners, 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, 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. The company's stock is 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.

This news release contains forward-looking statements that are based on current
expectations, forecasts and assumptions. MSC cautions the reader that the
following factors could cause its actual outcomes and results to differ
materially from those stated or implied in the forward-looking statements: the
development of material-based solutions that meet customer needs; the risk of
the successful development and introduction of new products based on the
touch-sensory technology it has licensed from TouchSensor Technologies, LLC; the
sale of materials into more profitable electronic and acoustical/thermal
markets; a significant revenue increase from acoustical/thermal materials sold
in automotive and appliance markets; competitive factors, including overcapacity
in the coil coating market, and changes in the business environment, including
the automotive, building and construction, and durable goods industries;
facility utilization at Walbridge Coatings; expected cash generation from coated
metals; and other factors, risks and uncertainties detailed from time to time in
the company's filings with the Securities and Exchange Commission. MSC
undertakes no obligation to publicly update forward-looking statements, whether
as a result of new information, future events or otherwise.

Information about Material Sciences through the Internet is available at
www.matsci.com.

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EX-99.2

Exhibit 99.2