<PAGE>

   As filed with the Securities and Exchange Commission on August 18, 1997

                                                           Registration No. 333-
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                 ____________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                         MATERIAL SCIENCES CORPORATION
            (Exact name of registrant as specified in its charter)


                Delaware                                  95-2673173
     (State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                 Identification Number)


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


                         MATERIAL SCIENCES CORPORATION
                         EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan)

                            JAMES J. WACLAWIK, SR.
                  Vice President and Chief Financial Officer
                         Material Sciences Corporation
                           2200 East Pratt Boulevard
                       Elk Grove Village, Illinois 60007
                    (Name and address of agent for service)

                                (847) 439-8270
         (Telephone number, including area code, of agent for service)

                                   Copy to:
                              JILL L. SUGAR, ESQ.
                               Kirkland & Ellis
                            200 East Randolph Drive
                            Chicago, Illinois 60601
                                (312) 861-2000

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
Title of securities to   Amount to be   Proposed maximum offering          Proposed maximum                Amount of
    be registered         registered       price per share (1)        aggregate offering fee (1)    registration price (1)
--------------------------------------------------------------------------------------------------------------------------
<S>                      <C>            <C>                           <C>                           <C>
Common Stock, par          600,000
value $.02 per share       shares                $15.41                      $9,246,000.00                 $2,801.82
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The aggregate offering price and the amount of the registration fee have
     been computed in accordance with Rule 457(h) based on the average of the
     high and low prices of a share of Common Stock reported in the consolidated
     reporting system on August 14, 1997.

<PAGE>
 
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

          The documents containing information specified in Part I (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act").  Such documents need not be filed with the Securities and
Exchange Commission (the ACommission@) either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act.  These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

 

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Pursuant to Rule 416 under the Securities Act, this Registration
Statement shall be deemed to cover any additional shares offered under the Plan
in order to reflect stock splits, stock dividends or similar transactions.

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

          The following documents filed by Material Sciences Corporation (the
"Corporation") with the Commission are incorporated herein by reference:

     (a)  Annual Report on Form 10-K for the fiscal year ended February 28, 1997
(File No. 1-8803).

     (b)  Quarterly Report on Form 10-Q for the fiscal quarter ended May 31,
1997 (File No. 1-8803); Annual Report on Form 10-K/A for the fiscal year ended
February 29, 1996 (File No. 1-8803); Current Report on Form 8-K filed on April
30, 1997 (File No. 1-8803); and Current Report on Form 8-K filed on April 7,
1997 (File No. 1-8803).

     (c)  Description of Common Stock contained in the Registration Statement of
the Corporation on Form 8-A, filed October 23, 1984 (Registration No. 33-0828).

          All reports and other documents subsequently filed by the Corporation
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.

          Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

          The Corporation will provide without charge to each person to whom a
copy of the Section 10(a) prospectus has been delivered, on the written or oral
request of such person, a copy of any or all of the documents referred to above
which have been or may be incorporated in the Section 10(a) prospectus by
reference other than exhibits to such documents.  Written requests or requests
by telephone for such copies should be directed to: James J. Waclawik, Sr., Vice
President and Chief Financial Officer, Material Sciences Corporation, 2200 East
Pratt Boulevard, Elk Grove Village, IL 60007 (telephone (847) 439-8270).

ITEM 4. DESCRIPTION OF SECURITIES.

          Not applicable.

                                      -2-
<PAGE>
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
          Section 145 of the General Corporation Law of the State of Delaware,
as amended, permits indemnification of directors, officers, employees and agents
of corporations under certain conditions and subject to certain limitations.
The Certificate of Incorporation, as amended, and the Bylaws of the Corporation
provide for the indemnification of directors, officers, employees and agents of
the Corporation to the fullest extent permitted by Section 145.

          The Corporation has obtained insurance policies under which its
directors and officers are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of certain actions, suits or proceedings, and certain liabilities which
might be imposed as a result of certain actions, suits or proceedings, to which
they are parties by reason of being or having been such directors or officers.

          The Corporation has entered into indemnification agreements with
certain of its officers and directors (and certain other persons serving as
director of another enterprise at the request of the Corporation) by which such
persons are indemnified against expenses and costs incurred in connection with
claims, suits or proceedings in accordance with and to the fullest extent
authorized by the General Corporation Law of the State of Delaware.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8. EXHIBITS.

          Reference is made to the Exhibit Index attached hereto.

ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned Corporation hereby undertakes:

          (1)  to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (i)    to include any prospectus required by section 10(a)(3) of
                      the Securities Act;

               (ii)   to reflect in the prospectus any facts or events arising
                      after the effective date of this Registration Statement
                      (or the most recent post-effective amendment thereof)
                      which, individually or in the aggregate, represent a
                      fundamental change in the information set forth in this
                      Registration Statement;

               (iii)  to include any material information with respect to the
                      plan of distribution not previously disclosed in this
                      Registration Statement or any material change to such
                      information in this Registration Statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          --------  -------                                                 
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Corporation
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

          (2)  that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      -3-
<PAGE>
 
          (3)  to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The Corporation hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Corporation's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan=s annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Corporation pursuant to the foregoing provisions, or otherwise, the
Corporation has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Corporation of expenses
incurred or paid by a director, officer or controlling person of the Corporation
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Corporation will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                      -4-
<PAGE>
 
                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, the Corporation certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Elk Grove Village, State of Illinois, on
August 18, 1997.

                                   MATERIAL SCIENCES CORPORATION

                                   By: /s/ Gerald G. Nadig
                                      ------------------------------------------
                                        Gerald G. Nadig
                                        President and Chief Executive Officer


          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities indicated on August 18, 1997. Each person whose signature appears
below constitutes and appoints Gerald G. Nadig and James J. Waclawik, Sr. and
each of them as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution for him or her and in his or her name, place and
stead, in any and all capacities to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file the same with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their or substitute or substitutes may lawfully do
or cause to be done by virtue hereof.


          SIGNATURE                      CAPACITY
          ---------                      --------

 /s/ G. Robert Evans             Chairman of the Board and Director
--------------------------
     G. Robert Evans

 /s/ Gerald G. Nadig             President, Chief Executive Officer and Director
--------------------------
     Gerald G. Nadig             (Principal Executive Officer)

 /s/ James J. Waclawik, Sr       Vice President, Chief Financial Officer and
--------------------------
     James J. Waclawik, Sr.      Secretary (Principal Financial Officer)

 /s/ David J. DeNeve             Controller
--------------------------
     David J. DeNeve             (Principal Accounting Officer)

 /s/ Jerome B. Cohen             Director
--------------------------
     Jerome B. Cohen

 /s/ Roxanne J. Decyk            Director
--------------------------
     Roxanne J. Decyk

 /s/ Eugene W. Emmerich          Director
--------------------------
     Eugene W. Emmerich

 /s/ E.F. Heizer, Jr.            Director
--------------------------
     E.F. Heizer, Jr.

                                      -5-
<PAGE>
 
 /s/ Irwin P. Pochter            Director
--------------------------
     Irwin P. Pochter

 /s/ Howard B. Witt              Director
--------------------------
     Howard B. Witt

                                      -6-
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit                                                                                    Sequentially
Number                   Description of Document                                          Numbered Page
-------   ----------------------------------------------------------------------          -------------
<S>       <C>                                                                             <C> 
  4.1     Certificate of Incorporation of the Corporation, as amended, incorporated
          by reference to the Corporation's Registration Statement on Form S-1, 
          which was effective on November 27, 1984 (Registration No. 2-93414).
 
  4.2     Amendment to Certificate of Incorporation of the Corporation, incorporated 
          by reference to the Corporation's Registration Statement on Form S-1, filed 
          on October 11, 1985 (Registration No. 33-00828).

  4.3     Amendment to Certificate of Incorporation of the Corporation, incorporated
          by reference to the Corporation's Form 8-A, filed on June 17, 1986 (File
          No. 1-8803).

  4.4     Amendment to Certificate of Incorporation of the Corporation, incorporated
          by reference to the Corporation's Form 8-A, filed on June 25, 1996 (File No.
          1-8803).

  4.5     Amended to Certificate of Incorporation of the Corporation, incorporated
          by reference to the Corporation's Registration Statement on Form S-8 
          (Registration No. 333-33885)

  4.6     Certificate of Increase of Designated Shares of Common Stock to the Certificate 
          of Designation of the Corporation, incorporated by reference to the Corporation's
          Registration Statement on Form S-8 (Registration No. 333-33885).

  4.7     Bylaws of the Corporation, incorporated by reference to the
          Corporation's Form 10-K Annual Report for the Fiscal Year Ended
          February, 1991 (File No. 1-8803).
 
  4.8     Material Sciences Corporation Employee Stock Purchase Plan, as
          amended.
 
  5       Opinion of Kirkland & Ellis.

 23.1     Consent of Arthur Andersen LLP.

 23.2     Consent of Kirkland & Ellis (included in Exhibit 5).

 24       Power of Attorney (included on the signature page hereto).
</TABLE> 

                                      -7-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18343}]
{"company-data": {"conformed-name": "MATERIAL SCIENCES CORP", "cik": "0000755003", "assigned-sic": "3470", "irs-number": "952673173", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33897", "film-number": "97666072"}, "business-address": {"street1": "2300 E PRATT BLVD", "city": "ELK GROVE VILLAGE", "state": "IL", "zip": "60007", "phone": "7084398270"}}
As filed with the Securities and Exchange Commission on August 18, 1997

                                                           Registration No. 333-
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                 ____________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                         MATERIAL SCIENCES CORPORATION
            (Exact name of registrant as specified in its charter)

                Delaware                                  95-2673173
     (State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                 Identification Number)

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

                         MATERIAL SCIENCES CORPORATION
                         EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan)

                            JAMES J. WACLAWIK, SR.
                  Vice President and Chief Financial Officer
                         Material Sciences Corporation
                           2200 East Pratt Boulevard
                       Elk Grove Village, Illinois 60007
                    (Name and address of agent for service)

                                (847) 439-8270
         (Telephone number, including area code, of agent for service)

                                   Copy to:
                              JILL L. SUGAR, ESQ.
                               Kirkland & Ellis
                            200 East Randolph Drive
                            Chicago, Illinois 60601
                                (312) 861-2000

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------
Title of securities to   Amount to be   Proposed maximum offering          Proposed maximum                Amount of
    be registered         registered       price per share (1)        aggregate offering fee (1)    registration price (1)
--------------------------------------------------------------------------------------------------------------------------
Common Stock, par          600,000
value $.02 per share       shares                $15.41                      $9,246,000.00                 $2,801.82
--------------------------------------------------------------------------------------------------------------------------
(1)  The aggregate offering price and the amount of the registration fee have
     been computed in accordance with Rule 457(h) based on the average of the
     high and low prices of a share of Common Stock reported in the consolidated
     reporting system on August 14, 1997.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

          The documents containing information specified in Part I (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act").  Such documents need not be filed with the Securities and
Exchange Commission (the ACommission@) either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act.  These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

 

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Pursuant to Rule 416 under the Securities Act, this Registration
Statement shall be deemed to cover any additional shares offered under the Plan
in order to reflect stock splits, stock dividends or similar transactions.

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

          The following documents filed by Material Sciences Corporation (the
"Corporation") with the Commission are incorporated herein by reference:

     (a)  Annual Report on Form 10-K for the fiscal year ended February 28, 1997
(File No. 1-8803).

     (b)  Quarterly Report on Form 10-Q for the fiscal quarter ended May 31,
1997 (File No. 1-8803); Annual Report on Form 10-K/A for the fiscal year ended
February 29, 1996 (File No. 1-8803); Current Report on Form 8-K filed on April
30, 1997 (File No. 1-8803); and Current Report on Form 8-K filed on April 7,
1997 (File No. 1-8803).

     (c)  Description of Common Stock contained in the Registration Statement of
the Corporation on Form 8-A, filed October 23, 1984 (Registration No. 33-0828).

          All reports and other documents subsequently filed by the Corporation
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.

          Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

          The Corporation will provide without charge to each person to whom a
copy of the Section 10(a) prospectus has been delivered, on the written or oral
request of such person, a copy of any or all of the documents referred to above
which have been or may be incorporated in the Section 10(a) prospectus by
reference other than exhibits to such documents.  Written requests or requests
by telephone for such copies should be directed to: James J. Waclawik, Sr., Vice
President and Chief Financial Officer, Material Sciences Corporation, 2200 East
Pratt Boulevard, Elk Grove Village, IL 60007 (telephone (847) 439-8270).

ITEM 4. DESCRIPTION OF SECURITIES.

          Not applicable.

                                      -2-
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
          Section 145 of the General Corporation Law of the State of Delaware,
as amended, permits indemnification of directors, officers, employees and agents
of corporations under certain conditions and subject to certain limitations.
The Certificate of Incorporation, as amended, and the Bylaws of the Corporation
provide for the indemnification of directors, officers, employees and agents of
the Corporation to the fullest extent permitted by Section 145.

          The Corporation has obtained insurance policies under which its
directors and officers are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection with the
defense of certain actions, suits or proceedings, and certain liabilities which
might be imposed as a result of certain actions, suits or proceedings, to which
they are parties by reason of being or having been such directors or officers.

          The Corporation has entered into indemnification agreements with
certain of its officers and directors (and certain other persons serving as
director of another enterprise at the request of the Corporation) by which such
persons are indemnified against expenses and costs incurred in connection with
claims, suits or proceedings in accordance with and to the fullest extent
authorized by the General Corporation Law of the State of Delaware.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8. EXHIBITS.

          Reference is made to the Exhibit Index attached hereto.

ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned Corporation hereby undertakes:

          (1)  to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (i)    to include any prospectus required by section 10(a)(3) of
                      the Securities Act;

               (ii)   to reflect in the prospectus any facts or events arising
                      after the effective date of this Registration Statement
                      (or the most recent post-effective amendment thereof)
                      which, individually or in the aggregate, represent a
                      fundamental change in the information set forth in this
                      Registration Statement;

               (iii)  to include any material information with respect to the
                      plan of distribution not previously disclosed in this
                      Registration Statement or any material change to such
                      information in this Registration Statement;

          provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          --------  -------                                                 
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Corporation
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

          (2)  that, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      -3-
(3)  to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The Corporation hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Corporation's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan=s annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Corporation pursuant to the foregoing provisions, or otherwise, the
Corporation has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Corporation of expenses
incurred or paid by a director, officer or controlling person of the Corporation
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Corporation will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                      -4-
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, the Corporation certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Elk Grove Village, State of Illinois, on
August 18, 1997.

                                   MATERIAL SCIENCES CORPORATION

                                   By: /s/ Gerald G. Nadig
                                      ------------------------------------------
                                        Gerald G. Nadig
                                        President and Chief Executive Officer

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities indicated on August 18, 1997. Each person whose signature appears
below constitutes and appoints Gerald G. Nadig and James J. Waclawik, Sr. and
each of them as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution for him or her and in his or her name, place and
stead, in any and all capacities to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file the same with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, or their or substitute or substitutes may lawfully do
or cause to be done by virtue hereof.

          SIGNATURE                      CAPACITY
          ---------                      --------

 /s/ G. Robert Evans             Chairman of the Board and Director
--------------------------
     G. Robert Evans

 /s/ Gerald G. Nadig             President, Chief Executive Officer and Director
--------------------------
     Gerald G. Nadig             (Principal Executive Officer)

 /s/ James J. Waclawik, Sr       Vice President, Chief Financial Officer and
--------------------------
     James J. Waclawik, Sr.      Secretary (Principal Financial Officer)

 /s/ David J. DeNeve             Controller
--------------------------
     David J. DeNeve             (Principal Accounting Officer)

 /s/ Jerome B. Cohen             Director
--------------------------
     Jerome B. Cohen

 /s/ Roxanne J. Decyk            Director
--------------------------
     Roxanne J. Decyk

 /s/ Eugene W. Emmerich          Director
--------------------------
     Eugene W. Emmerich

 /s/ E.F. Heizer, Jr.            Director
--------------------------
     E.F. Heizer, Jr.

                                      -5-
/s/ Irwin P. Pochter            Director
--------------------------
     Irwin P. Pochter

 /s/ Howard B. Witt              Director
--------------------------
     Howard B. Witt

                                      -6-
EXHIBIT INDEX
Exhibit                                                                                    Sequentially
Number                   Description of Document                                          Numbered Page
-------   ----------------------------------------------------------------------          -------------
4.1     Certificate of Incorporation of the Corporation, as amended, incorporated
          by reference to the Corporation's Registration Statement on Form S-1, 
          which was effective on November 27, 1984 (Registration No. 2-93414).
 
  4.2     Amendment to Certificate of Incorporation of the Corporation, incorporated 
          by reference to the Corporation's Registration Statement on Form S-1, filed 
          on October 11, 1985 (Registration No. 33-00828).

  4.3     Amendment to Certificate of Incorporation of the Corporation, incorporated
          by reference to the Corporation's Form 8-A, filed on June 17, 1986 (File
          No. 1-8803).

  4.4     Amendment to Certificate of Incorporation of the Corporation, incorporated
          by reference to the Corporation's Form 8-A, filed on June 25, 1996 (File No.
          1-8803).

  4.5     Amended to Certificate of Incorporation of the Corporation, incorporated
          by reference to the Corporation's Registration Statement on Form S-8 
          (Registration No. 333-33885)

  4.6     Certificate of Increase of Designated Shares of Common Stock to the Certificate 
          of Designation of the Corporation, incorporated by reference to the Corporation's
          Registration Statement on Form S-8 (Registration No. 333-33885).

  4.7     Bylaws of the Corporation, incorporated by reference to the
          Corporation's Form 10-K Annual Report for the Fiscal Year Ended
          February, 1991 (File No. 1-8803).
 
  4.8     Material Sciences Corporation Employee Stock Purchase Plan, as
          amended.
 
  5       Opinion of Kirkland & Ellis.

 23.1     Consent of Arthur Andersen LLP.

 23.2     Consent of Kirkland & Ellis (included in Exhibit 5).

 24       Power of Attorney (included on the signature page hereto).
-7-