SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q/A





Amendment No. 1

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2007

Commission File Number 1-8803





MATERIAL SCIENCES CORPORATION

(Exact name of Registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 95-2673173                          
|(State or other jurisdiction of incorporation or organization) |  | (IRS employer identification number)
|                                                               | 
|2200 East Pratt Boulevard Elk Grove Village, Illinois          |  | 60007                               
|(Address of principal executive offices)                       |  | (Zip code)                          

Registrants telephone number, including area code: (847) 439-2210





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Large
accelerated filer   ̈    Accelerated filer  x    Non-accelerated filer   ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes   ̈    No  x

As of January 4, 2008, there were 14,271,242 outstanding shares of common stock, $.02 par value.









---

EXPLANATORY NOTE

The primary purpose of this Amendment No. 1 on Form 10-Q/A is to restate the condensed consolidated financial statements for the fiscal quarter ended November 30, 2007, presented in our Quarterly Report on Form 10-Q initially
filed with the Securities and Exchange Commission (SEC) on January 9, 2008 (the Original Filing).

As previously reported,
subsequent to the issuance of our interim financial statements on Form 10-Q for the third quarter ended November 30, 2007, management discovered financial statement errors that related to the interim period ended November 30, that caused
an understatement of the previously reported net income for the third quarter ended November 30, 2007, by $454,000 ($949,000 before the effect of income taxes), or $0.03 per common share. For the nine-month period ended November 30, 2007,
the previously reported net loss was overstated by $780,000 ($1,143,000 before the effect of income taxes). These errors primarily related to errors in the accounting for inventory costing and accounts payable transactions, errors in the accounting
for certain previously unrecorded investment assets and errors in the accounting for foreign currency transactions. As a result of these errors, Total Other Income for the third quarter was understated by $949,000 related to previously unrecorded
dividend income from the investment assets and for the effect of the foreign currency transaction gain on the intercompany debt with our German subsidiary. Cost of sales for the nine months ended November 30, 2007 was understated by $462,000
related to the inventory and accounts payable errors, and Total Other Income for the nine months ended November 30, 2007 was understated by $1,605,000 related to previously unrecorded dividend income from the investment assets for the effect of
the foreign currency transaction gain on the intercompany debt with our German subsidiary. See Note 20 to the Notes to the Condensed Consolidated Interim Financial Statements for more details on these errors and the related financial statement
effect.

For the convenience of the reader, this Form 10-Q/A sets forth the Original Filing in its entirety. No attempt has been made in this Form 10-Q/A
to modify or update the disclosures in the Original Filing except as required to reflect the effects of the restatement included in Note 20 to the Notes to the Condensed Consolidated Interim Financial Statements. Except as otherwise noted herein,
this Form 10-Q/A continues to describe conditions as of the date of the Original Filing, and the disclosures contained herein have not been updated to reflect events, results or developments that occurred after the Original Filing, or to modify or
update those disclosures affected by subsequent events. Among other things, forward-looking statements made in the Original Filing have not been revised to reflect events, results or developments that occurred or facts that became known to us after
the date of the Original Filing, other than the restatement, and such forward-looking statements should be read in conjunction with our filings with the SEC subsequent to the filing of the Original Filing.

Part I  Item 1 (Financial Information), and Part I  Item 2 (Managements Discussion and Analysis of Financial Condition and Results of
Operations), have been amended from the Original Filing as a result of the restatement. In addition, Part II  Item 6 (Exhibits) has been amended to include new certifications executed as of the date of this Form 10-Q/A by our Chief
Executive Officer and Chief Financial Officer.



2



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MATERIAL SCIENCES CORPORATION

FORM 10-Q/A

For the Quarter Ended November 30, 2007

PART I. FINANCIAL INFORMATION

Item 1.
Financial Statements



| | (a) | Financial statements of Material Sciences Corporation and Subsidiaries
| | --- | ----------------------------------------------------------------------



3



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Condensed Consolidated Statements of Operations (Unaudited)

Material Sciences Corporation and Subsidiaries



|                                                                                                |  |                                |        |   |                               |   |        |                              |  |   |         |   |  |   |         |  
|----------------------------------------------------------------------------------------------- |  | ------------------------------ | ------ | - | ----------------------------- | - | ------ | ---------------------------- |  | - | ------- | - |  | - | ------- | -
|                                                                                                |  | Three Months EndedNovember 30, |        |   | Nine Months EndedNovember 30, |  
|(In thousands, except per share data)                                                           |  | As Restated(See Note 20)2007   |        |   | 2006                          |   |        | As Restated(See Note 20)2007 |  |   | 2006    |  
|Net Sales                                                                                       |  | $                              | 65,074 |   |                               | $ | 60,653 |                              |  | $ | 181,905 |   |  | $ | 203,730 |  
|Cost of Sales                                                                                   |  |                                | 56,054 |   |                               |   | 53,170 |                              |  |   | 158,738 |   |  |   | 169,855 |  
|                                                                                                |  |                                |        |   |                               |   |        |                              |  |   |         |   |  |   |         |  
|Gross Profit                                                                                    |  |                                | 9,020  |   |                               |   | 7,483  |                              |  |   | 23,167  |   |  |   | 33,875  |  
|Selling, General and Administrative Expenses                                                    |  |                                | 8,361  |   |                               |   | 8,547  |                              |  |   | 27,277  |   |  |   | 25,745  |  
|Restructuring Expenses                                                                          |  |                                |       |   |                               |   |       |                              |  |   |        |   |  |   | 592     |  
|                                                                                                |  |                                |        |   |                               |   |        |                              |  |   |         |   |  |   |         |  
|Income (Loss) from Operations                                                                   |  |                                | 659    |   |                               |   | (1,064 | )                            |  |   | (4,110  | ) |  |   | 7,538   |  
|                                                                                                |  |                                |        |   |                               |   |        |                              |  |   |         |   |  |   |         |  
|Other (Income) and Expense:                                                                     |  |                                |        |   |                               |   |        |                              |  |   |         |   |  |   |         |  
|Interest (Income) Expense, Net                                                                  |  |                                | (117   | ) |                               |   | (115   | )                            |  |   | (307    | ) |  |   | (509    | )
|Equity in Results of Joint Venture                                                              |  |                                | (132   | ) |                               |   | (37    | )                            |  |   | (257    | ) |  |   | (93     | )
|Other, Net                                                                                      |  |                                | (995   | ) |                               |   | (36    | )                            |  |   | (1,728  | ) |  |   | (99     | )
|                                                                                                |  |                                |        |   |                               |   |        |                              |  |   |         |   |  |   |         |  
|Total Other Income, Net                                                                         |  |                                | (1,244 | ) |                               |   | (188   | )                            |  |   | (2,292  | ) |  |   | (701    | )
|                                                                                                |  |                                |        |   |                               |   |        |                              |  |   |         |   |  |   |         |  
|Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes            |  |                                | 1,903  |   |                               |   | (876   | )                            |  |   | (1,818  | ) |  |   | 8,239   |  
|Provision (Benefit) for Income Taxes                                                            |  |                                | 766    |   |                               |   | (699   | )                            |  |   | (732    | ) |  |   | 3,442   |  
|                                                                                                |  |                                |        |   |                               |   |        |                              |  |   |         |   |  |   |         |  
|Income (Loss) from Continuing Operations                                                        |  |                                | 1,137  |   |                               |   | (177   | )                            |  |   | (1,086  | ) |  |   | 4,797   |  
|                                                                                                |  |                                |        |   |                               |   |        |                              |  |   |         |   |  |   |         |  
|Net Income (Loss)                                                                               |  | $                              | 1,137  |   |                               | $ | (177   | )                            |  | $ | (1,086  | ) |  | $ | 4,797   |  
|                                                                                                |  |                                |        |   |                               |   |        |                              |  |   |         |   |  |   |         |  
|Basic Net Income (Loss) Per Share                                                               |  | $                              | 0.08   |   |                               | $ | (0.01  | )                            |  | $ | (0.08   | ) |  | $ | 0.33    |  
|                                                                                                |  |                                |        |   |                               |   |        |                              |  |   |         |   |  |   |         |  
|Diluted Net Income (Loss) Per Share                                                             |  | $                              | 0.08   |   |                               | $ | (0.01  | )                            |  | $ | (0.08   | ) |  | $ | 0.33    |  
|                                                                                                |  |                                |        |   |                               |   |        |                              |  |   |         |   |  |   |         |  
|Weighted Average Number of Common Shares Outstanding Used for Basic Net Income (Loss) Per Share |  |                                | 14,251 |   |                               |   | 14,525 |                              |  |   | 14,419  |   |  |   | 14,641  |  
|Dilutive Shares                                                                                 |  |                                |       |   |                               |   |       |                              |  |   |        |   |  |   | 26      |  
|                                                                                                |  |                                |        |   |                               |   |        |                              |  |   |         |   |  |   |         |  
|Weighted Average Number of Common Shares Outstanding Plus Dilutive Shares                       |  |                                | 14,251 |   |                               |   | 14,525 |                              |  |   | 14,419  |   |  |   | 14,667  |  
|                                                                                                |  |                                |        |   |                               |   |        |                              |  |   |         |   |  |   |         |  
|Outstanding Common Stock Options Having No Dilutive Effect                                      |  |                                | 170    |   |                               |   | 227    |                              |  |   | 170     |   |  |   | 227     |  
|                                                                                                |  |                                |        |   |                               |   |        |                              |  |   |         |   |  |   |         |  

The accompanying notes are an integral part of these condensed consolidated financial statements.



4



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Condensed Consolidated Balance Sheets (Unaudited)

Material Sciences Corporation and Subsidiaries



|                                                                 |  |                                          |          |   |                  |   |          |  
|---------------------------------------------------------------- |  | ---------------------------------------- | -------- | - | ---------------- | - | -------- | -
|(In thousands)                                                   |  | As Restated(See Note 20)November 30,2007 |          |   | February 28,2007 |  
|Assets:                                                          |  |                                          |          |   |                  |   |          |  
|Current Assets:                                                  |  |                                          |          |   |                  |   |          |  
|Cash and Cash Equivalents                                        |  | $                                        | 3,921    |   |                  | $ | 11,667   |  
|Short Term Investment                                            |  |                                          | 7,187    |   |                  |   | 953      |  
|Receivables, Less Reserves of $3,558 and $4,020, Respectively    |  |                                          | 37,610   |   |                  |   | 48,121   |  
|Income Taxes Receivable                                          |  |                                          | 3,082    |   |                  |   | 1,665    |  
|Prepaid Expenses                                                 |  |                                          | 1,160    |   |                  |   | 1,168    |  
|Inventories                                                      |  |                                          | 42,778   |   |                  |   | 42,269   |  
|Deferred Income Taxes                                            |  |                                          | 4,524    |   |                  |   | 2,204    |  
|Assets Held For Sale                                             |  |                                          | 3,921    |   |                  |   |         |  
|Other Assets                                                     |  |                                          | 213      |   |                  |   | 198      |  
|                                                                 |  |                                          |          |   |                  |   |          |  
|Total Current Assets                                             |  |                                          | 104,396  |   |                  |   | 108,245  |  
|                                                                 |  |                                          |          |   |                  |   |          |  
|Property, Plant and Equipment                                    |  |                                          | 211,550  |   |                  |   | 245,570  |  
|Accumulated Depreciation and Amortization                        |  |                                          | (143,855 | ) |                  |   | (170,666 | )
|                                                                 |  |                                          |          |   |                  |   |          |  
|Net Property, Plant and Equipment                                |  |                                          | 67,695   |   |                  |   | 74,904   |  
|                                                                 |  |                                          |          |   |                  |   |          |  
|Other Assets:                                                    |  |                                          |          |   |                  |   |          |  
|Investment in Joint Venture                                      |  |                                          | 3,059    |   |                  |   | 2,363    |  
|Goodwill                                                         |  |                                          | 1,319    |   |                  |   | 1,319    |  
|Deferred Income Taxes                                            |  |                                          | 1,842    |   |                  |   | 1,415    |  
|Other                                                            |  |                                          | 228      |   |                  |   | 192      |  
|                                                                 |  |                                          |          |   |                  |   |          |  
|Total Other Assets                                               |  |                                          | 6,448    |   |                  |   | 5,289    |  
|                                                                 |  |                                          |          |   |                  |   |          |  
|Total Assets                                                     |  | $                                        | 178,539  |   |                  | $ | 188,438  |  
|                                                                 |  |                                          |          |   |                  |   |          |  
|Liabilities:                                                     |  |                                          |          |   |                  |   |          |  
|Current Liabilities:                                             |  |                                          |          |   |                  |   |          |  
|Accounts Payable                                                 |  | $                                        | 31,682   |   |                  | $ | 39,093   |  
|Accrued Payroll Related Expenses                                 |  |                                          | 4,738    |   |                  |   | 5,414    |  
|Accrued Expenses                                                 |  |                                          | 10,777   |   |                  |   | 7,468    |  
|Current Liabilities of Discontinued OperationPinole Point Steel |  |                                          | 45       |   |                  |   | 66       |  
|                                                                 |  |                                          |          |   |                  |   |          |  
|Total Current Liabilities                                        |  |                                          | 47,242   |   |                  |   | 52,041   |  
|                                                                 |  |                                          |          |   |                  |   |          |  
|Long-Term Liabilities:                                           |  |                                          |          |   |                  |   |          |  
|Other                                                            |  |                                          | 8,278    |   |                  |   | 9,191    |  
|                                                                 |  |                                          |          |   |                  |   |          |  
|Total Long-Term Liabilities                                      |  |                                          | 8,278    |   |                  |   | 9,191    |  
|                                                                 |  |                                          |          |   |                  |   |          |  
|Commitments and Contingencies                                    |  |                                          |          |   |                  |   |          |  
|                                                                 |  |                                         
|Shareowners Equity:                                             |  |                                          |          |   |                  |   |          |  
|Preferred Stock                                                  |  |                                          |         |   |                  |   |         |  
|Common Stock                                                     |  |                                          | 381      |   |                  |   | 381      |  
|Additional Paid-In Capital                                       |  |                                          | 79,399   |   |                  |   | 79,171   |  
|Treasury Stock at Cost                                           |  |                                          | (52,055  | ) |                  |   | (48,757  | )
|Retained Earnings                                                |  |                                          | 93,648   |   |                  |   | 94,828   |  
|Accumulated Other Comprehensive Income                           |  |                                          | 1,646    |   |                  |   | 1,583    |  
|                                                                 |  |                                          |          |   |                  |   |          |  
|Total Shareowners Equity                                        |  |                                          | 123,019  |   |                  |   | 127,206  |  
|                                                                 |  |                                          |          |   |                  |   |          |  
|Total Liabilities and Shareowners Equity                        |  | $                                        | 178,539  |   |                  | $ | 188,438  |  
|                                                                 |  |                                          |          |   |                  |   |          |  

The accompanying notes are an integral part of these condensed consolidated financial statements.



5



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Condensed Consolidated Statements of Cash Flow (Unaudited)

Material Sciences Corporation and Subsidiaries



|                                                                    |  |                               |         |   |      |   |         |  
|------------------------------------------------------------------- |  | ----------------------------- | ------- | - | ---- | - | ------- | -
|                                                                    |  | Nine Months EndedNovember 30, |        
|(In thousands)                                                      |  | As Restated(See Note 20)2007  |         |   | 2006 |  
|Cash Flows From:                                                    |  |                               |         |   |      |   |         |  
|Operating Activities:                                               |  |                               |         |   |      |   |         |  
|Net Income (Loss)                                                   |  | $                             | (1,086  | ) |      | $ | 4,797   |  
|Adjustments to Reconcile Net Income (Loss) to Net Cash              |  |                               |         |   |      |   |         |  
|Provided by Operating Activities:                                   |  |                               |         |   |      |   |         |  
|Depreciation and Amortization                                       |  |                               | 8,759   |   |      |   | 8,040   |  
|Provision for Deferred Income Taxes                                 |  |                               | (556    | ) |      |   | 485     |  
|Compensatory Effect of Stock Plans                                  |  |                               | 88      |   |      |   | 202     |  
|Loss on Disposal of Asset                                           |  |                               | 33      |   |      |   | 50      |  
|Foreign Currency Transaction Gain                                   |  |                               | (1,532  | ) |      |   |        |  
|Other, Net                                                          |  |                               | (257    | ) |      |   | (93     | )
|Changes in Assets and Liabilities:                                  |  |                               |         |   |      |   |         |  
|Receivables                                                         |  |                               | 10,802  |   |      |   | (3,705  | )
|Income Taxes Receivable                                             |  |                               | (1,704  | ) |      |   | 860     |  
|Prepaid Expenses                                                    |  |                               | 18      |   |      |   | (653    | )
|Inventories                                                         |  |                               | (235    | ) |      |   | (15,360 | )
|Accounts Payable                                                    |  |                               | (7,640  | ) |      |   | 14,085  |  
|Accrued Expenses                                                    |  |                               | 418     |   |      |   | (196    | )
|Other, Net                                                          |  |                               | (927    | ) |      |   | (337    | )
|                                                                    |  |                               |         |   |      |   |         |  
|Net Cash Provided by Continuing Operations                          |  |                               | 6,181   |   |      |   | 8,175   |  
|Net Cash Provided by (Used in) Discontinued Operations              |  |                               | (21     | ) |      |   | (614    | )
|                                                                    |  |                               |         |   |      |   |         |  
|Net Cash Provided by Operating Activities                           |  |                               | 6,160   |   |      |   | 7,561   |  
|                                                                    |  |                               |         |   |      |   |         |  
|Investing Activities:                                               |  |                               |         |   |      |   |         |  
|Capital Expenditures                                                |  |                               | (4,804  | ) |      |   | (10,579 | )
|Acquisition, Net of Cash Acquired                                   |  |                               |        |   |      |   |        |  
|Proceeds from Sale of Asset                                         |  |                               |        |   |      |   |        |  
|Investment in Joint Ventures                                        |  |                               |        |   |      |   |        |  
|Proceeds from Sale of Marketable Securities                         |  |                               |        |   |      |   |        |  
|Proceeds from Restricted Cash and Cancellation of Letters of Credit |  |                               |        |   |      |   |        |  
|Purchases of Short-term investment                                  |  |                               | (66,325 | ) |      |   |         |  
|Proceeds from Short-term investment sold                            |  |                               | 60,325  |   |      |   |         |  
|Other                                                               |  |                               |        |   |      |   |        |  
|                                                                    |  |                               |         |   |      |   |         |  
|Net Cash Used in Investing Activities                               |  |                               | (10,804 | ) |      |   | (10,579 | )
|                                                                    |  |                               |         |   |      |   |         |  
|Financing Activities:                                               |  |                               |         |   |      |   |         |  
|Payments of Long-Term Debt                                          |  |                               |        |   |      |   |        |  
|Proceeds Under Line of Credit                                       |  |                               |        |   |      |   |        |  
|Purchases of Treasury Stock                                         |  |                               | (3,298  | ) |      |   | (2,229  | )
|Issuance of Common Stock                                            |  |                               | 140     |   |      |   | 317     |  
|                                                                    |  |                               |         |   |      |   |         |  
|Net Cash Used in Financing Activities                               |  |                               | (3,158  | ) |      |   | (1,912  | )
|                                                                    |  |                               |         |   |      |   |         |  
|Effect of Exchange Rate Changes on Cash                             |  |                               | 56      |   |      |   | (21     | )
|Net Decrease in Cash                                                |  |                               | (7,746  | ) |      |   | (4,951  | )
|Cash and Cash Equivalents at Beginning of Period                    |  |                               | 11,667  |   |      |   | 13,600  |  
|                                                                    |  |                               |         |   |      |   |         |  
|Cash and Cash Equivalents at End of Period                          |  | $                             | 3,921   |   |      | $ | 8,649   |  
|                                                                    |  |                               |         |   |      |   |         |  
|Non-Cash Transactions:                                              |  |                               |         |   |      |   |         |  
|Capital Expenditures in Accounts Payable at End of Period           |  | $                             | 564     |   |      | $ | (892    | )
|Supplemental Cash Flow Disclosures:                                 |  |                               |         |   |      |   |         |  
|Interest Paid                                                       |  | $                             | 113     |   |      | $ | 99      |  
|Income Taxes Paid (Refunded), net                                   |  |                               | 1,104   |   |      |   | 2,107   |  

The accompanying notes are an integral part of these condensed consolidated financial statements.



6



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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

MATERIAL SCIENCES CORPORATION and SUBSIDIARIES

(in thousands except share data)

The data as of November 30, 2007 and for the three and nine months ended November 30, 2007 and
2006 has not been audited by our independent registered public accounting firm. In the opinion of Material Sciences Corporation (the Company or MSC), the data reflects all adjustments (consisting of only normal, recurring
adjustments) necessary for a fair presentation of the information at those dates and for those periods. The financial information contained in this report should be read in conjunction with the Companys Annual Report on Form 10-K filed with
the Securities and Exchange Commission on May 29, 2008 for the fiscal year ended February 29, 2008.



|(1) | Joint Venture. In November 2000, a subsidiary of MSC formed a joint venture with Tekno S.A.
(Tekno) for the manufacture and sale of Quiet Steel® and disc brake noise damper material for the South American market. The Company includes its portion of the joint
ventures results in the Condensed Consolidated Statements of Operations under Equity in Results of Joint Venture. The Equity in Results of Joint Venture was income of $132 and $257 for the three and nine months ended November 30, 2007,
respectively, compared with $37 and $93 for the same periods in 2006.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Preferred Stock. Preferred Stock, $1.00 Par Value; 10,000,000 Shares Authorized; 1,000,000 Designated Series B Junior Participating Preferred; None Issued.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | Common Stock. Common Stock, $.02 Par Value; 40,000,000 Shares Authorized; 19,040,293 Shares Issued and 14,271,242 Shares Outstanding as of November 30, 2007 and
19,030,907 Shares Issued and 14,615,259 Shares Outstanding as of February 28, 2007.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | Treasury Stock. In February 2006, the Companys Board of Directors authorized the repurchase of up to one million shares of common stock. The shares may be
repurchased from time-to-time on the open market, subject to market conditions, existing financial covenants associated with the Companys credit facility and other factors, generally funded with internally generated cash. During the fiscal
year ended February 28, 2007, the Company repurchased 227,000 shares of common stock on the open market at a total cost of $2.2 million. In the first two quarters of Fiscal 2008, the Company repurchased 254,694 shares on the open market at a
total cost of $2.4 million. On July 12, 2007 the Company entered into a written trading plan under Rule 10b5-1 of the Exchange Act as part of the existing share repurchase program. As of October 19, 2007, the maximum dollar value of shares
permitted to be purchased pursuant to the 10b5-1 plan had been purchased. Including the shares purchased pursuant to the 10b5-1 plan, the Company repurchased 98,709 shares on the open market during the fiscal quarter ended November 30, 2007 at
a total cost of $0.9 million. Of the one million share repurchase authorized in February 2006, 580,403 shares have been repurchased at a total cost of $5.5 million and 419,597 shares remain to be purchased.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



7



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On January 7, 2008, our Board of Directors authorized the repurchase of up to one million shares of
common stock, or approximately 7% of the shares outstanding at that time. The shares may be repurchased from time-to time on the open market, subject to market conditions, existing financial covenants associated with the Companys credit
facility and other factors, generally funded with internally generated cash. This authorization is in addition to the 419,597 shares remaining to be purchased under the February 2006 authorization. The Company had not repurchased any shares under
this new authorization as of January 9, 2008.



|                                                           |  |           |  |                                       |        |                        |   |      
|---------------------------------------------------------- |  | --------- |  | ------------------------------------- | ------ | ---------------------- | - | -----
|                                                           |  | Shares    |  | Cost of SharesPurchased(in
thousands) |        | Average Priceper Share
|Treasury Stock as of February 28, 2007                     |  | 4,415,648 |  | $                                     | 48,757 |                        | $ | 11.04
|Repurchases During the Nine Months Ended November 30, 2007 |  | 353,403   |  |                                       | 3,298  |                        |   | 9.33 
|                                                           |  |           |  |                                       |        |                        |   |      
|Treasury Stock as of November 30, 2007                     |  | 4,769,051 |  | $                                     | 52,055 |                        | $ | 10.92
|                                                           |  |           |  |                                       |        |                        |   |      



|(5) | Short-Term Investments
|--- | ----------------------

The company accounts
for its short-term investments in accordance with Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities (SFAS No. 115). The Companys short-term
investments consist of available for sale securities. These available for sale securities consist of auction rate securities which are invested in highly rated Nuveen Closed-End funds and are recorded at cost, which approximates fair market value
due to their variable interest rates, which typically reset every seven days. These auction rate securities do not have any maturity dates. Despite the long term nature of their stated contractual maturities, the Company generally has the ability to
liquidate these securities in seven days. Managements intent is to hold these securities as liquid assets convertible to cash for applicable operational needs as they may arise. As of November 30, 2007 and February 28, 2007 the
Company held shortterm investments of $6.0 million and nil, respectively, which are auction rate securities. All income generated from these auction rate securities is classified as dividend income included in Other, Net on the Statement of
Operations.

Short term investments also consist of shares in Manulife Financial Corporation (Manulife). The Company owns 28,404
shares of Manulife as of November 30, 2007 and February 28, 2007. These shares are treated as available for sale equity securities under SFAS No. 115. The shares were received in connection with the demutualization of Manulife in
2000. The Companys cost basis in this investment is $0.2 million. The fair value of these securities was $1.1 million and $1.0 million at November 30, 2007 and February 28, 2007, respectively. The cumulative unrealized gain recorded
in Accumulated



8



---

Other Comprehensive Income was $0.5 million as of November 30, 2007 and $0.4 million as of
February 28, 2007, net of income taxes of $0.3 million and $0.3 million, respectively. All income generated from these short-term investments is classified as other income.



|(6) | Comprehensive Income (Loss) (in thousands).
|--- | -------------------------------------------



|                                                                                                                    |  |                                |       |   |                               |   |      |      |  |   |        |   |  |   |      
|------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | ----- | - | ----------------------------- | - | ---- | ---- |  | - | ------ | - |  | - | -----
|                                                                                                                    |  | Three Months EndedNovember 30, |       |   | Nine Months EndedNovember 30,
|                                                                                                                    |  | 2007                           |       |   | 2006                          |   |      | 2007 |  |   | 2006  
|Net Income (Loss)                                                                                                   |  | $                              | 1,137 |   |                               | $ | (177 | )    |  | $ | (1,086 | ) |  | $ | 4,797
|Other Comprehensive Income (Loss):                                                                                  |  |                                |       |   |                               |   |      |      |  |   |        |   |  |   |      
|Gain (Loss) on Marketable Securities, Net of provision for income taxes of $33, $0, $91 and $0, Respectively        |  |                                | 51    |   |                               |   |      |      |  |   | 143    |   |  |   |      
|Pension/Postretirement SFAS 158 Adjustments, Net of Provision for Income Taxes of $17, $0, $41 and $0, Respectively |  |                                | 27    |   |                               |   |     |      |  |   | 64     |   |  |   |     
|Foreign Currency Translation Adjustments                                                                            |  |                                | (69   | ) |                               |   | 205  |      |  |   | (144   | ) |  |   | 568  
|                                                                                                                    |  |                                |       |   |                               |   |      |      |  |   |        |   |  |   |      
|Comprehensive Income (Loss)                                                                                         |  | $                              | 1,146 |   |                               | $ | 28   |      |  | $ | (1,023 | ) |  | $ | 5,365
|                                                                                                                    |  |                                |       |   |                               |   |      |      |  |   |        |   |  |   |      



|(7) | Indebtedness. The Company has a $30.0 million committed line of credit (Line) that had been scheduled to expire on October 11, 2007. On July 24,
2007, the Company signed an amendment to the Line extending the expiration date to April 11, 2008. No other modifications were made to the original agreement. There were no borrowings outstanding under the Line as of November 30, 2007 or
February 28, 2007. Borrowing capacity reserved for the Companys outstanding letters of credit was $1.9 million, and the amount remaining available to be reserved for borrowing was $28.1 million as of November 30, 2007. At the
Companys option, interest is at the banks prime rate (7.5% as of November 30, 2007 and 8.25% as of February 28, 2007) or at LIBOR plus a margin based on the ratio of funded debt to EBITDA (as defined in the agreement). The
financial covenants include a fixed charge coverage ratio of not less than 1.25 to 1.0; a maximum leverage ratio of 3.0 to 1.0; and minimum net worth of $80.0 million plus 50% of positive consolidated net income ending on or after May 31, 2004,
or $88.2 million on November 30, 2007. As of November 30, 2007, the Company was in compliance with all debt covenants. Under the Line, there are restrictions on the Companys use of its cash and cash equivalents related to repurchase
of stock, dividends and acquisitions. The Line is secured by specific personal property (including receivables, inventory and property, plant and equipment) of the Company.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



9



---

|(8) | Inventory. Inventories consist of the following (in thousands):
|--- | ---------------------------------------------------------------



|                  |  |                   |        |                   |   |       
|----------------- |  | ----------------- | ------ | ----------------- | - | ------
|                  |  | November 30, 2007 |        | February 28, 2007
|Raw Materials     |  | $                 | 17,466 |                   | $ | 17,991
|Finished Goods    |  |                   | 25,312 |                   |   | 24,278
|                  |  |                   |        |                   |   |       
|Total Inventories |  | $                 | 42,778 |                   | $ | 42,269
|                  |  |                   |        |                   |   |       



|(9) | Significant Customers. Due to the concentration in the automotive industry, the Company believes that sales to individual automotive customers are significant. The
following table shows sales to the Companys significant customers as a percentage of consolidated net sales for the three and nine months ended November 30, 2007 and 2006.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                |  |                                                                   |   |  |                                                                  |   |  |      |   |  |      |  
|--------------- |  | ----------------------------------------------------------------- | - |  | ---------------------------------------------------------------- | - |  | ---- | - |  | ---- | -
|                |  | % of Consolidated NetSales for the Three MonthsEnded November 30, |   |  | % of Consolidated NetSales for the Nine MonthsEnded November 30, |  
|Customer        |  | 2007                                                              |   |  | 2006                                                             |   |  | 2007 |   |  | 2006 |  
|Ford            |  | 25                                                                | % |  | 17                                                               | % |  | 26   | % |  | 18   | %
|General Motors  |  | 14                                                                | % |  | 17                                                               | % |  | 14   | % |  | 14   | %
|DaimlerChrysler |  | 12                                                                | % |  | 11                                                               | % |  | 11   | % |  | 13   | %
|Mitsui Steel    |  | 10                                                                | % |  | 12                                                               | % |  | 11   | % |  | 10   | %

The following table shows gross accounts receivable from the Companys significant customers
as a percentage of total consolidated gross accounts receivable as of November 30, 2007 and February 28, 2007.



|                |  |                                            |   |  |                  |  
|--------------- |  | ------------------------------------------ | - |  | ---------------- | -
|                |  | % of Consolidated Gross AccountsReceivable |  
|Customer        |  | November 30,2007                           |   |  | February 28,2007 |  
|Ford            |  | 22                                         | % |  | 45               | %
|General Motors  |  | 17                                         | % |  | 11               | %
|DaimlerChrysler |  | 13                                         | % |  | 10               | %
|Mitsui Steel    |  | 6                                          | % |  | 1                | %

As noted in the Companys annual report on Form 10-K for the fiscal year ended
February 29, 2008, the Company settled offsetting accounts receivable and accounts payable balances for Ford of $20.4 million during the first quarter of fiscal 2008.

MSCs domestic and foreign net sales are presented in the table below (in thousands). Of such foreign sales, no one country comprised greater than
10% of consolidated net sales for any period presented.



10



---

|          |  |                                |        |                               |   |        |  |      |         |  |   |        
|--------- |  | ------------------------------ | ------ | ----------------------------- | - | ------ |  | ---- | ------- |  | - | -------
|          |  | Three Months EndedNovember 30, |        | Nine Months EndedNovember 30,
|Net Sales |  | 2007                           |        | 2006                          |   | 2007   |  | 2006
|Domestic  |  | $                              | 62,323 |                               | $ | 58,478 |  | $    | 174,843 |  | $ | 195,835
|Foreign   |  |                                | 2,751  |                               |   | 2,175  |  |      | 7,062   |  |   | 7,895  
|          |  |                                |        |                               |   |        |  |      |         |  |   |        
|Total     |  | $                              | 65,074 |                               | $ | 60,653 |  | $    | 181,905 |  | $ | 203,730
|          |  |                                |        |                               |   |        |  |      |         |  |   |        



|(10) | Goodwill. Goodwill is subject to an annual assessment of impairment, or more frequently if triggering events occur, by applying a fair-value based test. The Company
performs its annual impairment test on the last day of the fiscal year.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Apart from $1.3 million of goodwill, the Company had
no other identified intangible assets recorded on the Condensed Consolidated Balance Sheets. There was no change in the carrying amount of goodwill for the three and nine months ended November 30, 2007.



|(11) | Interest (Income) Expense, Net. The table presented below analyzes the components of Interest (income) expense, net (in thousands). In the third quarter ended
November 30, 2007, the Company began investing in short-term auction rate preferred securities which produced dividend income.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                |  |                                |      |   |                               |   |      |      |  |   |      |   |  |   |      |  
|------------------------------- |  | ------------------------------ | ---- | - | ----------------------------- | - | ---- | ---- |  | - | ---- | - |  | - | ---- | -
|                                |  | Three Months EndedNovember 30, |      |   | Nine Months EndedNovember 30, |  
|Interest (Income) Expense, Net: |  | 2007                           |      |   | 2006                          |   |      | 2007 |  |   | 2006 |  
|Interest Expense                |  | $                              | 25   |   |                               | $ | 24   |      |  | $ | 103  |   |  | $ | 75   |  
|Dividend Income                 |  |                                | (66  | ) |                               |   |      |      |  |   | (66  | ) |  |   |      |  
|Interest Income                 |  |                                | (76  | ) |                               |   | (139 | )    |  |   | (344 | ) |  |   | (584 | )
|                                |  |                                |      |   |                               |   |      |      |  |   |      |   |  |   |      |  
|Interest (Income) Expense, Net  |  | $                              | (117 | ) |                               | $ | (115 | )    |  | $ | (307 | ) |  | $ | (509 | )
|                                |  |                                |      |   |                               |   |      |      |  |   |      |   |  |   |      |  



|(12) | Restructuring. The production employees at the Companys Morrisville, Pennsylvania facility previously worked under a union contract which expired in March 2006.
The Company implemented new terms and conditions of employment for employees upon the contracts expiration and offered a voluntary severance package. Thirty one employees accepted the voluntary severance package. In April 2006 the Company
commenced hiring employees to replace those who elected the severance package. All employees at the Morrisville facility were working under the terms and conditions of employment implemented by the Company upon the union contracts application
in March 2006 until a new collective bargaining agreement (New Agreement) was ratified in August 2007, effective April 3, 2006. The New Agreement will expire on April 8, 2011. The Company recorded $0.6 million in severance and
related expenses during the six months ended August 31, 2006 related to this employee restructuring. This entire restructuring reserve of $0.6 million was paid during fiscal 2007.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



11



---

|(13) | Income Taxes. On March 1, 2007, the Company adopted Financial Accounting Standards Board (FASB) Interpretation No. 48 (FIN 48),
Accounting for Uncertainty in Income Taxes  an Interpretation of FASB Statement No. 109. The change in net assets recorded as a result of applying this pronouncement is considered a change in accounting principle with the
cumulative effect of the change treated as an adjustment to the opening balance of retained earnings. The cumulative effect of implementing FIN 48 was an increase of $1.7 million in reserves for uncertain tax positions with a corresponding increase
of $1.6 million in deferred tax assets and a decrease of $0.1 million in the beginning balance of retained earnings.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As of
March 1, 2007, the date of adoption of FIN 48, the Company had $3.3 million of unrecognized tax benefits, of which $1.6 million would affect the effective income tax rate if recognized. Any prospective adjustments to the reserve for income
taxes will be recorded as an increase or decrease to the provision for income taxes. The impact on the effective tax rate will reflect the change in unrecognized tax benefits and related changes in certain deferred tax assets.

The Company classifies interest expense and any penalties related to income tax uncertainties as a component of income tax expense. The gross amount of
interest accrued as of March 1, 2007 was $0.2 million. No penalties were accrued as of March 1, 2007. The total interest expense related to tax uncertainties recognized in the Condensed Consolidated Statements of Operations for the three
and nine months ended November 30, 2007, was $24,000 and $69,000 respectively.

The Company does not anticipate that the total amount
of unrecognized tax benefits will significantly change during the next 12 months. The number of years with open tax audits varies depending on the tax jurisdiction. The Companys major taxing jurisdictions include the U.S., the state
jurisdictions of Illinois, Michigan, Ohio and Pennsylvania, and Germany. The audit of the Company by the Internal Revenue Service for fiscal year 2004 was completed as of November 30, 2007. The Company is open to examination by the Internal
Revenue Service for fiscal years 2005 through 2007. The Company is under audit by the state of Illinois for fiscal years 2004 through 2006 and is open to examination for fiscal year 2007. The Company is in discussions regarding a final determination
letter for the Michigan audit for fiscal years 2003 through 2005 and is open to examination for fiscal years 2006 and 2007. The Company is open to examination in Ohio for fiscal years 2003 through 2007, and in Pennsylvania for fiscal years 2004
through 2007. The audit of the Company by the German tax authorities for calendar year 2000 through fiscal year 2004 was completed as of November 30, 2007. The resolution of the U.S. and German tax audits did not materially impact the
Companys results of operations, financial position or cash flow. The Company does not expect the resolution of the Illinois audit will materially impact the results of operations, financial position or cash flow.



12



---

On July 12, 2007, the new Michigan Business Tax Act was signed into law with an effective date of
January 1, 2008, as the replacement for the Michigan Single Business Tax. Under FASB Statement No. 109, Accounting for Income Taxes, the Company is required to include the effect of a change in tax law on a deferred tax
liability or asset in the reporting period of the laws enactment. Consequently, the Company recorded a deferred tax liability in the amount of $0.1 million in the second quarter of fiscal 2008 to include the effect of the Michigan tax law
change in the reporting period that includes July 12, 2007. On September 30, 2007, Michigan H.B. 5104 was signed into law amending the Michigan Business Tax to provide for a deduction beginning in the 2015 tax year to offset the financial
statement expense associated with establishing deferred tax liabilities, as passed in July 2007. In accordance with FASB Statement No. 109, Accounting for Income Taxes, the Company is required to include the effect of a change in
tax law on a deferred tax liability or asset in the reporting period of the laws enactment. Therefore, the Company recorded a deferred tax asset in the third quarter of fiscal 2008 in the amount of $0.1 million as required by the September
2007 law change.

As a result of new German tax legislation effective January 1, 2008, the Companys effective income tax rate in
Germany is reduced from 35.98% to 26.33%. The new German tax rate applies to fiscal year 2008. The impact of the German tax rate reduction has been included in the calculation of the current income tax provision, the deferred tax assets and the tax
reserve for Germany. The deferred tax asset has been reduced by $0.8 million, the valuation allowance has been reduced by $0.7 million, and the reserve has been reduced by $0.1 million. The calculations include the adjustment for foreign translation
changes. The impact of the German tax rate change on the tax provision was not material.

MSCs effective income tax provision
(benefit) rate for continuing operations was a provision of 40.3% and a benefit of 40.3% for the three and nine months ended November 30, 2007, respectively, compared to a benefit of 79.8% and a provision of 41.8% in the same periods last year.
The prior year effective tax rate included the impact of the Companys review of deferred tax balances and the audit of fiscal years 2002 and 2003 by the Internal Revenue Service, resulting in adjustments of $0.3 million and $56,000,
respectively. The current year effective tax rate includes the effect of the research and development tax credit in the amount of $0.3 million.



|(14) | Retirement and Savings Plans. The Company has one defined contribution retirement plan qualifying under the Internal Revenue Code Section 401(k), the Material
Sciences Savings & Investment Plan (the SIP). All employees of MSC can elect to participate in the SIP. MSC had a non-contributory defined pension plan that covered a majority of its employees. This plan was frozen on
June 30, 2006 and the plan assets were merged into the SIP as of January 1, 2007. The Company makes an annual contribution into the SIP at varying rates by location for employees who were covered under the defined pension plan in prior
years.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

MSC also has non-contributory defined benefit pension plans and other postretirement plans for certain of its
employees. In the fourth quarter of fiscal 2007, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 158, Employers



13



---

Accounting for Defined Benefit Pension and Other Postretirement Plans  an Amendment of FASB Statements No. 87, 99, 106 and 132(R)
(SFAS 158). SFAS 158 requires that an employer that sponsors one or more single-employer defined benefit plans recognize in its statement of financial position an asset for a plans over-funded status or a liability for a
plans under-funded status and recognize changes in the funded status of a defined postretirement plan in the year the changes occur, and that those changes be recorded in the employers comprehensive income, net of tax, as a separate
component of stockholders equity. The following table provides the components of net periodic benefit cost for the Companys defined benefit plans and other postretirement plans.



|                                   |  |                                 |      |   |                |   |      |      |  |   |      |   |  |   |    |  
|---------------------------------- |  | ------------------------------- | ---- | - | -------------- | - | ---- | ---- |  | - | ---- | - |  | - | -- | -
|                                   |  | Pension Benefits                |      |   | Other Benefits |  
|(in 000s)                         |  | Three Months Ended November 30, |     
|                                   |  | 2007                            |      |   | 2006           |   |      | 2007 |  |   | 2006 |  
|Service Cost                       |  | $                               |     |   |                | $ |     |      |  | $ | 26   |   |  | $ | 23 |  
|Interest Cost                      |  |                                 | 200  |   |                |   | 202  |      |  |   | 34   |   |  |   | 35 |  
|Expected Return on Plan Assets     |  |                                 | (155 | ) |                |   | (152 | )    |  |   | (2   | ) |  |   | (1 | )
|Amortization of Net Loss           |  |                                 | 43   |   |                |   | 48   |      |  |   | 5    |   |  |   | 9  |  
|Amortization of Prior Service Cost |  |                                 |     |   |                |   | 13   |      |  |   |     |   |  |   |   |  
|                                   |  |                                 |      |   |                |   |      |      |  |   |      |   |  |   |    |  
|Total Net Periodic Benefit Cost    |  | $                               | 88   |   |                | $ | 111  |      |  | $ | 63   |   |  | $ | 66 |  
|                                   |  |                                 |      |   |                |   |      |      |  |   |      |   |  |   |    |  



|                                   |  |                                |      |   |                |   |      |      |  |   |      |   |  |   |     |  
|---------------------------------- |  | ------------------------------ | ---- | - | -------------- | - | ---- | ---- |  | - | ---- | - |  | - | --- | -
|                                   |  | Pension Benefits               |      |   | Other Benefits |  
|(in 000s)                         |  | Nine Months Ended November 30, |     
|                                   |  | 2007                           |      |   | 2006           |   |      | 2007 |  |   | 2006 |  
|Service Cost                       |  | $                              |     |   |                | $ | 35   |      |  | $ | 78   |   |  | $ | 68  |  
|Interest Cost                      |  |                                | 608  |   |                |   | 606  |      |  |   | 101  |   |  |   | 105 |  
|Expected Return on Plan Assets     |  |                                | (470 | ) |                |   | (455 | )    |  |   | (4   | ) |  |   | (3  | )
|Amortization of Net Loss           |  |                                | 138  |   |                |   | 143  |      |  |   | 15   |   |  |   | 28  |  
|Amortization of Prior Service Cost |  |                                | 24   |   |                |   | 50   |      |  |   |     |   |  |   |    |  
|Curtailment Charges                |  |                                |     |   |                |   | 215  |      |  |   |     |   |  |   |    |  
|                                   |  |                                |      |   |                |   |      |      |  |   |      |   |  |   |     |  
|Total Net Periodic Benefit Cost    |  | $                              | 300  |   |                | $ | 594  |      |  | $ | 190  |   |  | $ | 198 |  
|                                   |  |                                |      |   |                |   |      |      |  |   |      |   |  |   |     |  

MSC previously disclosed in its financial statements for the year ended February 28, 2007,
that it expected to contribute $1.1 million toward its qualified and nonqualified defined benefit pension plans and $0.1 million toward its postretirement benefit plans other than pension plans in fiscal 2008. As of November 30, 2007, $0.8
million of contributions/payments have been made toward the pension plans and $0.4 million of net contributions/payments have been made to the other postretirement plans.

Effective June 30, 2006, the Company froze the defined benefit pension plan at its Morrisville, Pennsylvania plant. In conjunction with this action, which was announced during the first quarter of fiscal 2007,
the Company recorded $0.2 million in pension expenses related to the curtailment of this plan during the quarter ended May 31, 2006.



14



---

|(15) | Equity and Compensation Plans. Effective March 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123(R) (SFAS 123(R)),
Share-Based Payment, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors, including employee stock options, restricted stock and restricted stock units
based on estimated fair values at date of grant. SFAS 123(R) supersedes the Companys previous disclosure only provisions of SFAS No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure,
and Accounting Principles Board Opinion No. 25 (APB 25), Accounting for Stock Issued to Employees.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company has one active equity award plan, the Material Sciences Corporation 1992 Omnibus Awards Plan for Key Employees (1992 Plan). There are 3,262,500 shares authorized under the 1992 Plan to provide stock options,
restricted stock and other equity awards under various programs. Non-qualified stock options generally vest over three years from the date of grant and expire between five and ten years from the date of grant. Restricted stock awards generally vest
over three to five years from the date of grant. Restricted stock awards have been issued with restrictions based upon time, Company earnings performance or a combination thereof.

The Company also has one inactive equity award plan, the Material Sciences Corporation 2001 Compensation Plan for Non-Employee Directors (2001
Directors Plan). The 2001 Directors Plan expired on February 29, 2004, and no additional grants will be made under the plan. There were 29,865 stock options outstanding and exercisable under this plan as of November 30, 2007.

The Company recorded $19,000 and $54,000 of compensation expense, net of applicable taxes, in its Condensed Consolidated Statement of
Operations for the three and nine months ended November 30, 2007 for stock options that were granted in June 2006. The Company recorded $54,000 and $123,000 of compensation expense net of applicable taxes, under SFAS 123 (R) in the three
and nine months ended November 30, 2006, respectively.

At the Companys annual stockholders meeting in June 2007, the
Companys stockholders approved the Companys 2007 Equity Incentive Plan, an annual and long-term incentive plan tied directly to the financial and strategic performance of MSC over preset performance periods as determined by the
compensation committee of the Companys Board of Directors. This incentive plan is designed to allow for the grant of both annual and long-term incentive awards, both in cash and in equity.

Stock Option Activity

The Company
granted 150,000 stock options during the quarter ended August 31, 2006. The Black-Scholes weighted average value per option granted was $2.73. As previously noted, the Company recorded compensation expense related to this grant of $19,000 and
$54,000 net of related taxes, during the three and nine months ended November 30, 2007. There were no options granted, and 11,375 options were forfeited, during the first nine months of fiscal 2008. As of November 30, 2007, there was $0.2
million of total unrecognized pretax compensation expense related to unvested stock option grants which is expected to be recognized ratably over a period ending May 31, 2009.



15



---

The Company continues to use the Black-Scholes option pricing model and straight-line amortization of
compensation expense over the requisite service period of the grant. The Company will reconsider use of this pricing model if additional information becomes available in the future that indicates another model would be more appropriate, or if grants
in future periods have characteristics that cannot be reasonably estimated using this model.



|(16) | Segments. MSC operates in one business segment based on managements view of its business for purposes of evaluating performance and making operating decisions.
MSC focuses on providing material-based solutions for acoustical and coated applications. The acoustical material-based solutions include multilayer composites consisting of metals, polymeric coatings and other materials used to manage noise and
vibration. The coated material-based solutions include coil coated and electrogalvanized protective and decorative coatings applied to coils of metal in a continuous, high-speed, roll-to-roll process. These solutions are designed to meet specific
customer requirements for the automotive, building and construction, electronics, heating, ventilation and air conditioning, lighting and appliance markets. The Company utilizes a significant level of shared assets and personnel across each of its
product categories and it is common for a single customer to purchase products from several different product categories.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                          |  |                                        |      |                                       |     |      |   |      |  |     |  |   |       |   |     |   |   |       |  |    
|------------------------- |  | -------------------------------------- | ---- | ------------------------------------- | --- | ---- | - | ---- |  | --- |  | - | ----- | - | --- | - | - | ----- |  | ---
|                          |  | For the three months endedNovember 30, |      | For the nine months endedNovember 30,
|                          |  | 2007                                   |      | 2006                                  |     | 2007 |   | 2006
|Net Sales ($ in millions) |  | $                                      |      | %                                     |     | $    |   | %    |  | $   |  | % |       | $ |     | %
|Acoustical                |  | $                                      | 32.0 |                                       | 49  |      | $ | 29.9 |  | 49  |  | $ | 89.2  |   | 49  |   | $ | 100.9 |  | 50 
|Coated                    |  |                                        | 33.1 |                                       | 51  |      |   | 30.8 |  | 51  |  |   | 92.7  |   | 51  |   |   | 102.8 |  | 50 
|                          |  |                                        |      |                                       |     |      |   |      |  |     |  |   |       |   |     |   |   |       |  |    
|Total                     |  | $                                      | 65.1 |                                       | 100 |      | $ | 60.7 |  | 100 |  | $ | 181.9 |   | 100 |   | $ | 203.7 |  | 100
|                          |  |                                        |      |                                       |     |      |   |      |  |     |  |   |       |   |     |   |   |       |  |    



|(17) | New Accounting Pronouncements. Effective March 1, 2007, the Company adopted FIN 48 which clarifies the accounting for uncertainty in income taxes recognized in an
entitys financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. The impact of the adoption of this pronouncement is discussed in Note 13 in this Form 10-Q/A.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes
guidelines for measuring fair value and expands disclosures regarding fair value measurement. SFAS 157 does not require any new fair value measurements, but rather eliminates inconsistencies in guidance found in various prior accounting
pronouncements. SFAS 157 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of SFAS 157, but does not expect the adoption of this pronouncement will have a material impact on its
results of operations, financial position or cash flows.



16



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In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities  Including an Amendment of FASB Statement No. 115 (SFAS 159). SFAS 159 permits entities to choose to measure many financial instruments and certain other assets and liabilities at fair value on an
instrument-by-instrument basis (the fair value option). Unrealized gains and losses on items for which the fair value option has been elected are to be recognized in earnings at each subsequent reporting date. SFAS 159 is effective for fiscal years
beginning after November 15, 2007. The Company is currently evaluating the impact of SFAS 159, but does not expect the adoption of this pronouncement will have a material impact on its results of operations, financial position or cash flows.

On December 4, 2007, the FASB issued FASB Statement No. 141 (Revised 2007), Business Combinations(SFAS
141R). SFAS 141R will significantly change the accounting for business combinations. Under SFAS 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date
fair value with limited exceptions. SFAS 141R will change the accounting treatment for certain specific items, including:



| | (1) | Acquisition costs will be generally expensed as incurred;
| | --- | ---------------------------------------------------------



| | (2) | Noncontrolling interests (formerly known as minority interests  see Statement 160 discussion below) will be valued at fair value at the acquisition date;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Acquired contingent liabilities will be recorded at fair value at the acquisition date and subsequently measured at either the higher of such amount or the amount determined under
existing guidance for non-acquired contingencies;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | In-process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------



| | (5) | Restructuring costs associated with a business combination will be generally expensed subsequent to the acquisition date; and
| | --- | -----------------------------------------------------------------------------------------------------------------------------



| | (6) | Changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------

SFAS 141R also includes new disclosure requirements. SFAS 141R applies prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company is currently evaluating the impact of SFAS No.141R, as the Company will be required to comply with the requirements of this statement
for any acquisitions subsequent to March 1, 2009.

On December 4, 2007, the FASB issued FASB Statement No. 160,
Noncontrolling Interests in Consolidated Financial Statements - An Amendment of ARB No. 51. SFAS 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. Specifically, this statement requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and separate from the parents equity. The amount of net income attributable
to the noncontrolling interest will be included in consolidated net income on the face of the income statement. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. The
Company is currently evaluating the impact of SFAS No. 160 on its results of operations, financial position or cash flows.



17



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|(18) | Commitments and Contingencies. MSC is a party to various legal proceedings in connection with the remediation of certain environmental matters. The most significant
proceeding relates to the Companys involvement in a Superfund site in Gary, Indiana. MSC has been named as a potentially responsible party (PRP) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980
(CERCLA) for the surface, soil and ground water contamination at this site.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The United States District Court for
the Northern District of Indiana has entered a Consent Decree between the government and certain PRPs on the scope of the remediation work at the Gary site. The Company receives periodic updates on the projected costs of the remediation work from
the environmental consultant employed by certain PRPs (including the Company) to manage the remediation project. The estimated range of the Companys remaining liability for this site is $0.5 million to $0.6 million. Remediation work is ongoing
and MSC maintains a letter of credit for approximately $1.2 million to secure its obligation to pay its currently estimated share of the remediation expenses at this site.

In November 2003, MSC, along with many other companies, was named as a PRP by the United States Environmental Protection Agency (USEPA) under CERCLA at the Lake Calumet Cluster Site in Chicago, Illinois
for allegedly sending certain waste from its Elk Grove Village facility to the site. The Illinois EPA (ILEPA) has assumed the role of lead agency for the site and will conduct soil grading work, capping and a cost analysis at the site
with funds made available by the state. No lawsuits have been filed against any of the PRPs, but it is likely that the USEPA will pursue reimbursement of its past costs. On October 25, 2007, the ILEPA hosted a status update meeting regarding
the ongoing work at the Lake Calumet site. IlEPA counsel advised that the ILEPA would be sending a letter at some time in the future to all PRPs to ask them to reimburse ILEPA for its costs to remediate conditions at the site. Given these
facts, the Company increased its environmental reserves for this site by $0.2 million.

In May 2002, the Company sold substantially all of
the assets of its Pinole Point Steel business. In December 2004, the purchaser of the facility received a letter from the California Regional Water Quality Control Board requesting an investigation of the contamination of the soil and groundwater at
the facility. Depending on the results of the investigation, remediation efforts may be required. The Company believes that the contamination occurred prior to its acquisition of the Pinole Point Steel facility in 1997, and that the sellers of the
facility in the 1997 transaction are responsible for the funding of any necessary remediation. In the event that the sellers fail to fund the remediation, the Company may be required to do so. The Company is unable to estimate its potential
liability, if any, in this matter due to the limited information provided to-date.

The Companys environmental reserves, based on
managements best estimate, were approximately $1.0 million as of November 30, 2007 and $0.9 million as of February 28, 2007. The Company does not believe the outcome of its environmental proceedings will have a material adverse
effect on the Companys results of operation, financial position



18



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or cash flows, given the reserves recorded as of November 30, 2007 and, where applicable, taking into account contributions from other PRPs. There are,
however, a number of uncertainties, including without limitation, the costs of site cleanup, the discretionary authority of federal and state regulatory authorities in bringing enforcement actions and other factors, which affect the Companys
range of exposure. MSC believes its range of exposure for all known environmental exposures, based on allocations of liability among PRPs and the most recent estimate of remedial work and other information available, is $1.0 million to $1.4 million.

The Company also is a party to various legal actions and customer disputes arising in the ordinary course of its business. These legal
actions and customer disputes cover a broad variety of claims spanning the Companys entire business. The Company believes that the resolution of these legal actions and customer disputes will not, individually or in the aggregate, have a
material adverse effect on the Companys results of operation, financial position or cash flows.

During the fiscal quarter ended
May 31, 2007, the Company entered into an agreement to purchase an additional $3.3 million of certain raw materials ratably over a 22-month period ending in June 2009. During the quarter ended August 31, 2007, the Company entered into an
agreement to purchase certain amounts of natural gas at a fixed price ending in February 2008.



|(19) | Assets Held for Sale.The Company closed its coil coating facility in Middletown, Ohio in July 2004, and recorded a related pre-tax impairment charge of $8.0 million in the
fourth quarter of fiscal 2004. Management has been considering various options regarding the disposition of this facility and related equipment including restarting production, selling, leasing, or re-opening in a new location. During the quarter
ended November 30, 2007, management committed to a plan to sell this facility and related equipment. The Company has initiated an active plan to sell these assets as soon as practical. An impairment charge of $0.1 million has been recorded in
Sales, General and Administrative Expenses to reduce the carrying value of these assets to their fair value less cost to sell of $3.9 million as of November 30, 2007.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|20) | Restatement. Subsequent to the issuance of our interim financial statements on Form 10-Q for the third quarter ended November 30, 2007, management discovered
financial statement errors that caused an understatement of the previously recorded net income for the third quarter ended November 30, 2007 by $454,000 ($949,000 before the effect of income taxes), or $0.03 per common share. For the nine-month
period ended November 30, 2007, the previously reported net loss was overstated by $780,000 ($1,143,000 before the effect of income taxes) as a result of these errors. These errors have been corrected in the interim financial statements
included in this Form 10-Q/A. The errors primarily related to the following:
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Errors in the accounting for the foreign currency effects on intercompany debt. The debt was previously considered a permanent investment. As a result, the foreign
currency effect of this United States Dollar Denominated debt was recorded as a component of Other Comprehensive Income. Due to the fact that repayments were made during fiscal 2008, the intercompany debt could no
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



19



---

| | longer be considered permanent and the foreign currency effect from the date of repayment should have been recorded as Other Income in the Statement of
Operations. The effect of this error resulted in an increase in foreign currency transaction gain of $0.9 million for the third quarter ended November 30, 2007 and $1.5 million for the nine-month period ended November 30, 2007.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Errors related to the accounting for investment assets received in connection with the demutualization of Manulife and Principal Mutual Life Insurance Company
(Principal). These investments had previously not been recorded in the Companys financial statements. The Company determined that the shares of Manulife are the Companys assets and the Principal shares belong to the
participants of a terminated defined benefit pension plan. In addition, the dividends received by the Company during the period since the shares were issued were not properly accounted for as dividend income in the Companys financial
statements. The impact of this error had the effect of increasing short term investments related to the shares in Manulife, increase in other assets and current liabilities related to the shares in Principal, Increase in other income related to the
dividends received during the period and an increase in accumulated other comprehensive income related to the appreciation in the investment in Manulife during the period.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In addition to the above errors, we corrected certain other immaterial errors related to inventory and accounts payable that were previously recorded in the first
quarter of fiscal 2008 that related to prior years. These errors had the effect of increasing cost of sales by $0.5 million for the nine-month period ended November 30, 2007.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The following tables reflect the effect of the restatement:

Condensed
Consolidated Statements of Operations (Unaudited)

Material Sciences Corporation and Subsidiaries



|                                                                                     |  |                                |      |   |                               |   |        |                           |  |   |                 |   |  |   |         |  
|------------------------------------------------------------------------------------ |  | ------------------------------ | ---- | - | ----------------------------- | - | ------ | ------------------------- |  | - | --------------- | - |  | - | ------- | -
|                                                                                     |  | Three Months EndedNovember 30, |      |   | Nine Months EndedNovember 30, |  
|(In thousands, except per share data)                                                |  | As PreviouslyReported2007      |      |   | As Restated2007               |   |        | As PreviouslyReported2007 |  |   | As Restated2007 |  
|Cost of Sales                                                                        |  |                                |      |   |                               |   |        |                           |  | $ | 158,276         |   |  | $ | 158,738 |  
|Gross Profit                                                                         |  |                                |      |   |                               |   |        |                           |  |   | 23,629          |   |  |   | 23,167  |  
|Income (Loss) from Operations                                                        |  |                                |      |   |                               |   |        |                           |  |   | (3,648          | ) |  |   | (4,110  | )
|Other (Income) and Expense:                                                          |  |                                |      |   |                               |   |        |                           |  |   |                 |   |  |   |         |  
|Other, Net                                                                           |  | $                              | (46  | ) |                               | $ | (995   | )                         |  |   | (123            | ) |  |   | (1,728  | )
|Total Other Income, Net                                                              |  |                                | (295 | ) |                               |   | (1,244 | )                         |  |   | (687            | ) |  |   | (2,292  | )
|Income (Loss) from Continuing Operations Before Provision (Benefit) for Income Taxes |  |                                | 954  |   |                               |   | 1,244  |                           |  |   | (2,961          | ) |  |   | (1,818  | )
|Provision (Benefit) for Income Taxes                                                 |  |                                | 271  |   |                               |   | 766    |                           |  |   | (1,095          | ) |  |   | (732    | )
|Income (Loss) from Continuing Operations                                             |  |                                | 683  |   |                               |   | 1,137  |                           |  |   | (1,866          | ) |  |   | (1,086  | )
|Net Income (Loss)                                                                    |  |                                | 683  |   |                               |   | 1,137  |                           |  |   | (1,866          | ) |  |   | (1,086  | )
|Basic Net Income (Loss) Per Share                                                    |  |                                | 0.05 |   |                               |   | 0.08   |                           |  |   | (0.13           | ) |  |   | (0.08   | )
|Diluted Net Income (Loss) Per Share                                                  |  |                                | 0.05 |   |                               |   | 0.08   |                           |  |   | (0.13           | ) |  |   | (0.08   | )



20



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Condensed Consolidated Balance Sheets (Unaudited)

Material Sciences Corporation and Subsidiaries



|                                          |  |                           |         |                 |   |        
|----------------------------------------- |  | ------------------------- | ------- | --------------- | - | -------
|                                          |  | November 30,             
|(In thousands)                            |  | As PreviouslyReported2007 |         | As Restated2007
|Assets:                                   |  |                           |         |                 |   |        
|Current Assets:                           |  |                           |         |                 |   |        
|Short Term Investment                     |  | $                         | 6,000   |                 | $ | 7,187  
|Inventories                               |  |                           | 42,778  |                 |   | 42,778 
|Other Assets                              |  |                           |        |                 |   | 213    
|Total Current Assets                      |  |                           | 102,996 |                 |   | 104,396
|Other Assets:                             |  |                           |         |                 |   |        
|Deferred Income Taxes                     |  |                           | 2,080   |                 |   | 1,842  
|Total Other Assets                        |  |                           | 6,686   |                 |   | 6,448  
|Total Assets                              |  |                           | 177,377 |                 |   | 178,539
|Current Liabilities:                      |  |                           |         |                 |   |        
|Accounts Payable                          |  |                           | 31,455  |                 |   | 31,682 
|Accrued Expenses                          |  |                           | 10,060  |                 |   | 10,777 
|Total Current Liabilities                 |  |                           | 46,298  |                 |   | 47,242 
|Retained Earnings                         |  |                           | 92,296  |                 |   | 93,648 
|Accumulated Other Comprehensive Income    |  |                           | 2,780   |                 |   | 1,646  
|Total Shareowners Equity                 |  |                           | 122,801 |                 |   | 123,019
|Total Liabilities and Shareowners Equity |  |                           | 177,377 |                 |   | 178,539

Condensed Consolidated Statements of Cash Flows (Unaudited)

Material Sciences Corporation and Subsidiaries



|                                  |  |                               |        |   |                 |   |        |  
|--------------------------------- |  | ----------------------------- | ------ | - | --------------- | - | ------ | -
|                                  |  | Nine Months EndedNovember 30, |       
|(In thousands)                    |  | As PreviouslyReported2007     |        |   | As Restated2007 |  
|Cash Flows From:                  |  |                               |        |   |                 |   |        |  
|Operating Activities:             |  |                               |        |   |                 |   |        |  
|Net Income (Loss)                 |  | $                             | (1,866 | ) |                 | $ | (1,086 | )
|Foreign Currency Transaction Gain |  |                               | 0      |   |                 |   | (1,532 | )
|Inventories                       |  |                               | (330   | ) |                 |   | (235   | )
|Accounts Payable                  |  |                               | (8,025 | ) |                 |   | (7,640 | )
|Accrued Expenses                  |  |                               | 55     |   |                 |   | 418    |  
|Other, Net                        |  |                               | (836   | ) |                 |   | (927   | )



21



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MATERIAL SCIENCES CORPORATION and SUBSIDIARIES



|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

The following managements discussion and analysis of financial condition and results of operations (MD&A) gives effect to the restatement discussed in Note 20 of the Notes to the Condensed
Consolidated Financial Statements.

The following MD&A should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and
notes thereto, included in Item 1 of this Form 10-Q/A, and the audited Consolidated Financial Statements and notes thereto and the MD&A included in the Companys Annual Report on Form 10-K for the year ended February 29, 2008
filed on May 29, 2008 (Form 10-K), as well as the Companys other filings with the Securities and Exchange Commission.

Executive Summary

Material Sciences Corporation (MSC,
we, our or us) focuses on providing material-based solutions for acoustical and coated applications. Our acoustical material-based solutions include multilayer composites consisting of metals, polymeric coatings
and other materials used to manage noise and vibration (Quiet Steel®) in such products as automotive body panel laminate parts, brake dampers, engine parts and computer disk drives. Our
coated material-based solutions include coil coated and electrogalvanized (EG) protective and decorative coatings applied to coils of metal in a continuous, high-speed, roll-to-roll process for such products as automotive fuel tanks,
building products, appliances and lighting fixtures. These solutions are designed to meet specific customer requirements for the automotive, building and construction, electronics, heating, ventilation and air conditioning (HVAC),
appliance, swimming pool and lighting markets. We utilize a significant level of shared assets and management across each of our product categories. It is common for a single customer to purchase products from several different product categories.

As discussed in more detail in our Form 10-K, the general state of the principal industries in which we operate presents the following risks: uncertainty
in the North American automobile industry, weakness in the U.S. housing industry, pricing and availability of materials, overcapacity and shifts in the supply models. The three largest North American automobile manufacturers continue to represent
three of our four largest customers and their production cuts that were effective for the second half of calendar 2006 have continued in calendar 2007. The continued deterioration of their market share continues to negatively impact our revenues and
profits in fiscal 2008. Weakness in the U.S. housing market has resulted in a decrease in revenues and profits in that portion of our coated business. In addition, the pricing of materials continues to increase, including the cost of steel, zinc and
nickel, as well as the cost of petroleum-based products. Excess capacity in the domestic coil coating market continues to result in extreme competition in pricing, terms of sale and facility utilization. As discussed in more detail below under
Results of Operations, we lost a majority of our disk drive business in the third quarter of fiscal 2007 which has negatively impacted revenues and profits in our acoustical business.



22



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As a result of the increased sales efforts we have undertaken to
increase our global market share, we made our first sale of acoustical product to a customer in China in the second quarter of fiscal 2008. Additionally, during August 2007 we shipped equipment to Hae Won Steel (Hae Won) for the
production of Quiet Steel® and other decorative laminate products in Korea, received related fees of $0.2 million in the third quarter of fiscal 2008, and we experienced our first Japanese
automotive manufacturer sales in the second quarter of fiscal 2008.

During the third quarter of fiscal 2008, management committed to a plan to sell assets
of $3.9 million related to the Middleton Ohio facility and related equipment that had been idled in July 2004.

On January 7, 2008, our Board of
Directors authorized the repurchase of up to one million shares of common stock, or approximately 7% of the shares outstanding at that time. The shares may be repurchased from time-to-time on the open market, subject to market conditions, existing
financial covenants associated with the Companys credit facility and other factors, generally funded with internally generated cash. This authorization is in addition to the 419,597 shares remaining to be purchased under the February 2006
authorization. The Company had not repurchased any shares under this authorization as of January 9, 2008,

Results of Operations

A summary of our consolidated financial performance is as follows:



|                                    |  |                                |        |   |                               |   |        |                     |  |      |      |  |   |         |   |  |                     |         |   |  |       |   
|----------------------------------- |  | ------------------------------ | ------ | - | ----------------------------- | - | ------ | ------------------- |  | ---- | ---- |  | - | ------- | - |  | ------------------- | ------- | - |  | ----- | --
|($ in 000s)                        |  | Three Months EndedNovember 30, |        |   | Nine Months EndedNovember 30, |  
|                                    |  | 2007                           |        |   | 2006                          |   |        | %Fav(Unfav)Variance |  |      | 2007 |  |   | 2006    |   |  | %Fav(Unfav)Variance |        
|Net Sales                           |  | $                              | 65,074 |   |                               | $ | 60,653 |                     |  | 7.3  | %    |  | $ | 181,905 |   |  | $                   | 203,730 |   |  | (10.7 | )%
|                                    |  |                                |        |   |                               |  
|Gross Profit                        |  | $                              | 9,020  |   |                               | $ | 7,483  |                     |  | 20.5 | %    |  | $ | 23,167  |   |  | $                   | 33,875  |   |  | (31.6 | )%
|% of Net Sales                      |  |                                | 13.9   | % |                               |   | 12.3   | %                   |  |      |      |  |   | 12.7    | % |  |                     | 16.6    | % |  |       |   
|                                    |  |                                |        |   |                               |  
|Selling, General and Administrative |  | $                              | 8,361  |   |                               | $ | 8,547  |                     |  | 2.2  | %    |  | $ | 27,277  |   |  | $                   | 25,745  |   |  | (6.0  | )%
|% of Net Sales                      |  |                                | 12.8   | % |                               |   | 14.1   | %                   |  |      |      |  |   | 15.0    | % |  |                     | 12.6    | % |  |       |   

Sales



|             |  |                                                  |         |      |   |            |  |   |            |   |  |       |   
|------------ |  | ------------------------------------------------ | ------- | ---- | - | ---------- |  | - | ---------- | - |  | ----- | --
|($ in 000s) |  | Net Sales for the Three MonthsEnded November 30, |         |      |   |            |  |  
|Application  |  | 2007                                             |         | 2006 |   | $ Variance |  |   | % Variance |  
|Acoustical   |  | $                                                | 32,008  |      | $ | 29,861     |  | $ | 2,147      |   |  | 7.2   | % 
|Coated       |  |                                                  | 33,066  |      |   | 30,792     |  |   | 2,274      |   |  | 7.4   | % 
|             |  |                                                  |         |      |   |            |  |   |            |   |  |       |   
|Total        |  | $                                                | 65,074  |      | $ | 60,653     |  | $ | 4,421      |   |  | 7.3   | % 
|             |  |                                                  |         |      |   |            |  |   |            |   |  |       |   
|             |  |                                                  |        
|($ in 000s) |  | Net Sales for the Nine MonthsEnded November 30,  |         |      |   |            |  |  
|Application  |  | 2007                                             |         | 2006 |   | $ Variance |  |   | % Variance |  
|Acoustical   |  | $                                                | 89,254  |      | $ | 100,907    |  | $ | (11,653    | ) |  | (11.5 | )%
|Coated       |  |                                                  | 92,651  |      |   | 102,823    |  |   | (10,172    | ) |  | (9.9  | )%
|             |  |                                                  |         |      |   |            |  |   |            |   |  |       |   
|Total        |  | $                                                | 181,905 |      | $ | 203,730    |  | $ | (21,825    | ) |  | (10.7 | )%
|             |  |                                                  |         |      |   |            |  |   |            |   |  |       |   



23



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Sales of acoustical materials, of $32.0 million and $89.3 million for the three and nine months ended November 30,
2007, increased 7.2% and decreased 11.5%, respectively, from $29.9 million and $100.9 million in the same periods last year. Body panel laminate sales for the third quarter of fiscal 2008 increased 10.3% from $17.4 million to $19.2 million in the
same quarter last year due to a specific vehicle launch at one of our customers, and for the nine months ended November 30, 2007 decreased 13.2% from $56.5 million in the same period last year to $49.0 million, primarily due to the continued
softness of the North American auto industry. The significant decrease in automobile production by the U.S. automakers has reduced the demand for body panel laminate. We expect this slowdown in the U.S. auto market will continue throughout calendar
2008. Sales in the brake market for the three and nine months ended November 30, 2007 were $6.8 million and $20.6 million, respectively, down 20.0% and 22.0%, respectively, from $8.5 million and $26.4 million in the same periods last year,
primarily due to softness in the auto industry and an overall reduction in the quantity of inventory carried by our customers. Growth in our European brake market of approximately $0.9 million and $1.8 million or 59.5% and 40.8% for the three and
nine months ended November 30, 2007, respectively, helped to partially offset weakness in the U.S. auto industry. We also lost a majority of our disk drive business in the third quarter of fiscal 2007 because our largest customer in this sector
changed its disk drive design methodology and decreased its orders. Disk drive sales of $0.1 million and $0.3 million for the three and nine months ended November 30, 2007 decreased 66.7% and 89.3%, respectively, from $0.3 million and $2.8
million in the same periods last year, primarily due to this lost business. We continue to actively seek new markets, both in the United States and abroad, for our acoustical products. We believe our Application Research Center in Michigan and our
Application Development Center in Europe will provide the opportunity to showcase the value that these products can provide to our customers.

Sales of
coated materials, which are primarily in the automotive and building industries, of $33.1 million and $92.7 million for the three and nine months ended November 30, 2007, respectively, increased 7.4% and decreased 9.8 %, respectively, from
$30.8 million and $102.8 million in the same periods last year. Gas tank sales for the three months ended November 30, 2007 increased 28.4%, from $8.8 million to $11.3 million compared with the same period last year due to the addition of a new
program at one of our customers and a one-time sales opportunity to fill a customer shortage, and increased 5.1% from $31.3 million to $32.9 million for the nine months ended November 30, 2007 compared with the same period last year. Sales of
appliance products increased 2.9% from $7.0 million to $7.2 million for the three months ended November 30, 2007 due to the additional program of a customer and decreased 6.8% from $23.5 million to $21.9 million for the nine months ended
November 30, 2007, compared with the same respective periods last year. Sales of building products for the three and nine months ended November 30, 2007 increased 6.6% and decreased 8.4%, respectively, from $7.6 million to $8.1 million,
and from $20.3 million to $18.6 million, respectively, compared with the three and nine months ending November 30, 2006, as the quarter benefited from a customers new service center opening, even while the overall weakness in the United
States housing market continues to negatively impact our sales for the year.



24



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Gross Profit

Our
gross profit for the three and nine months ended November 30, 2007 was $9.0 million, 13.9% of net sales, and $23.2 million, 12.7% of net sales, respectively, compared with $7.5 million, 12.3% of net sales, and $33.9 million, 16.6% of net sales,
in the same periods of fiscal 2007. The $1.5 million increase in gross profit in the third quarter of fiscal 2008 was primarily due to a $4.4 million increase in sales volume from the prior year quarter. Gross profit increased over the comparable
prior year quarter by $1.2 million due to increases in product sales, a $0.7 million increase in scrap sales, and $0.2 million in fees from an operating agreement with Hae Won with respect to operations in South Korea, partially offset by $0.6
million increase in costs related to quality issues. The $10.3 million decrease in gross profit for the nine months ended November 30, 2007 was primarily due to a $21.8 million decrease in sales volume from the prior year. Gross profit for the
nine month period decreased from the prior year by $9.6 million due to decreases in product sales, $0.4 million due to decreased scrap sales, $1.0 million increased fixed overhead costs related to increased health costs and depreciation, partially
offset by $0.2 million in fees from an operating agreement with Hae Won and $0.5 million due to the net impact of certain other factors.

Selling,
General and Administrative Expenses

SG&A expenses for the three months ended November 30, 2007 were $8.4 million, or 12.8% of net sales,
compared with $8.5 million, or 14.1% of net sales, in the same period last year. SG&A expenses for the nine months ended November 30, 2007 were $27.3 million, or 15.0% of net sales, compared with $25.7 million, or 12.6% of net sales, in the
same period last year. SG&A expenses in the third quarter of fiscal 2008 were lower by $0.1 million compared with last year, as lower professional fees of $0.4 million were partially offset by higher compensation cost of $0.3 million. For the
nine-month period ended November 30, 2007, the increase of $1.5 million is primarily due to higher salaries and wages of $0.5 million, increased depreciation costs of $0.8 million, and higher product development expenses of $0.4 million. The
increase in salaries and wages is primarily due to annual salary increases which took effect in March. The increased depreciation is primarily due to depreciation on the Application Research Center, the majority of which was placed in service in
June and November of calendar 2006. The increased product development expenses and travel costs are a direct result of the increased sales efforts we have undertaken to expand our product base and increase our global market share.

Restructuring

The production employees at the Companys
Morrisville, Pennsylvania facility previously worked under a union contract which expired in March 2006. The Company implemented new terms and conditions of employment for employees upon the contracts expiration and offered a voluntary
severance package. Thirty one employees accepted the voluntary severance package. In April 2006 the Company commenced hiring employees to replace those who elected the severance package. All employees at the Morrisville facility were working under
the terms and conditions of employment implemented by the Company upon the union contracts application in March 2006 until a new collective bargaining agreement (New Agreement) was ratified in August 2007, effective April 3,
2006. The New Agreement will expire on April 8, 2011. The Company recorded $0.6 million in severance and related expenses during the six months ended August 31, 2006 related to this employee restructuring. This entire restructuring reserve
of $0.6 million was paid during fiscal 2007



25



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Total Other Income, Net

Total other income, net for the three and nine months ended November 30, 2007 was $1.2 million and $2.3 million, respectively, compared with $0.2 million and $0.7 million in the same periods of fiscal 2007. The increase in the three
month period is primarily due to higher income recorded related to the Tekno joint venture and a foreign currency transaction gain, and the nine month period is higher mainly due to a foreign currency transaction gain.

Income Taxes

On March 1, 2007, we adopted Financial Accounting
Standards Board (FASB) Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes  an Interpretation of FASB Statement No. 109. The change in net assets recorded as a result of
applying this pronouncement is considered a change in accounting principle with the cumulative effect of the change treated as an adjustment to the opening balance of retained earnings. The cumulative effect of implementing FIN 48 was an increase of
$1.7 million in reserves for uncertain tax positions with a corresponding increase of $1.6 million in deferred tax assets and a decrease of $0.1 million in the beginning balance of retained earnings.

As of March 1, 2007, the date of adoption of FIN 48, we had $3.3 million of unrecognized tax benefits, of which $1.6 million would affect the effective income tax
rate if recognized. Any prospective adjustments to our reserve for income taxes will be recorded as an increase or decrease to our provision for income taxes. The impact on our effective tax rate will reflect the change in unrecognized tax benefits
and related changes in certain deferred tax assets.

The Company classifies interest expense and any penalties related to income tax uncertainties as a
component of income tax expense. The gross amount of interest accrued as of March 1, 2007 was $0.2 million. No penalties were accrued as of March 1, 2007. The total interest expense related to tax uncertainties recognized in the Condensed
Consolidated Statements of Operations for the three and nine months ended November 30, 2007, was $24,000 and $69,000, respectively.

The Company does
not anticipate that the total amount of unrecognized tax benefits will significantly change during the next 12 months. The number of years with open tax audits varies depending on the tax jurisdiction. The Companys major taxing jurisdictions
include the U.S., the state jurisdictions of Illinois, Michigan, Ohio and Pennsylvania, and Germany. The audit of the Company by the Internal Revenue Service for fiscal year 2004 was completed as of November 30, 2007. The Company is open to
examination by the Internal Revenue Service for fiscal years 2005 through 2007. The Company is under audit by the state of Illinois for fiscal years 2004 through 2006 and is open to examination for fiscal year 2007. The Company is in discussions
regarding a final determination letter for the Michigan audit for fiscal years 2003 through 2005 and is open to examination for fiscal years 2006 and 2007. The Company is open to examination in Ohio for fiscal years 2003 through 2007, and in
Pennsylvania for fiscal years 2004 through 2007. The audit of the Company by the German tax authorities for calendar year 2000 through fiscal year 2004 was completed as of November 30, 2007. The resolution of the U.S. and German tax audits did
not materially impact the Companys results of operations, financial position or cash flow. The Company does not expect the resolution of the Illinois audit will materially impact the results of operations, financial position or cash flow.



26



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On July 12, 2007, the new Michigan Business Tax Act was signed into law with an effective date of January 1,
2008, as the replacement for the Michigan Single Business Tax. Under FASB Statement No. 109, Accounting for Income Taxes, the Company is required to include the effect of a change in tax law on a deferred tax liability or asset in
the reporting period of the laws enactment. Consequently, the Company recorded a deferred tax liability in the amount of $0.1 million in the second quarter of fiscal 2008 to include the effect of the Michigan tax law change in the reporting
period that includes July 12, 2007. On September 30, 2007, Michigan H.B. 5104 was signed into law amending the Michigan Business Tax to provide for a deduction beginning in the 2015 tax year to offset the financial statement expense
associated with establishing deferred tax liabilities, as passed in July 2007. In accordance with FASB Statement No. 109, Accounting for Income Taxes, the Company is required to include the effect of a change in tax law on a
deferred tax liability or asset in the reporting period of the laws enactment. Therefore, the Company recorded a reduction to the deferred tax liability that was established in the second quarter to include the effect of the September 2007 law
change. In addition, Michigan H.B. 5408 was signed on December 1, 2007, which imposes a surcharge on the new Michigan Business Tax which takes effect on January 1, 2008. The Company has considered the impact of this surcharge and the above
law changes in the current state tax computation and on the deferred tax assets.

As a result of new German tax legislation effective January 1, 2008,
the Companys effective income tax rate in Germany is reduced from 35.98% to 26.33%. The new German tax rate applies to fiscal year 2008. The impact of the German tax rate reduction has been included in the calculation of the current income tax
provision and on the deferred tax assets for Germany.

MSCs effective income tax provision (benefit) rate for continuing operations was a provision
of 40.3% and a benefit of 40.3% for the three and nine months ended November 30, 2007, respectively, compared to a benefit of 79.8% and a provision of 41.8% in the same periods last year. The prior year effective tax rate included the impact of
the Companys review of deferred tax balances and the audit of fiscal years 2002 and 2003 by the Internal Revenue Service. The current year effective tax rate includes the effect of the research and development tax credit. The Company reversed
a portion of the German valuation allowance in the first, second and third quarters of fiscal 2008 as a result of income generated by its German subsidiary. This income allowed the Company to utilize a portion of its German net operating losses in
the first, second and third quarters of fiscal 2008.

Liquidity and Capital Resources

We have historically financed our operations with funds generated from operating activities, borrowings under credit facilities and long-term debt instruments and sales
of various assets. We believe that our cash on hand, cash generated from operations and cash available under our credit facility will be sufficient to fund our operations and meet our working capital needs.

During the first nine months of fiscal 2008, we generated $6.2 million of cash from operating activities compared to $7.6 million during the first nine months of last
fiscal year. The decrease



27



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from fiscal 2007 was primarily due to the net loss incurred during fiscal 2008, partially offset by relative reductions in working capital. As we disclosed
in our 10-K, we settled $20.4 million of accounts receivable and accounts payable for Ford during the first quarter of fiscal 2008.

In the first nine
months of fiscal 2008, we invested $4.8 million in capital improvement projects, compared to $10.6 million in the same period last year. The decrease was primarily attributable to the construction costs of finishing the Application Research Center
in Michigan during the first and second fiscal quarters of last year. During the third quarter of fiscal 2008, we made a net investment of $6.0 million in short-term auction rate preferred fund as we are getting a substantial rate improvement
between 100 and 120 basis points for investing in this fund.

We have a $30.0 million committed line of credit (Line) that had been scheduled
to expire on October 11, 2007. On July 24, 2007, we signed an amendment to the Line extending the expiration date to April 11, 2008. No other modifications were made to the original agreement. There were no borrowings outstanding
under the Line as of November 30, 2007. Borrowing capacity reserved for outstanding letters of credit was $1.9 million, and the amount remaining available to be reserved for borrowing was $28.1 million as of November 30, 2007. At our
option, interest is at the banks prime rate (7.5% as of November 30, 2007 and 8.25% as of February 28, 2007) or at LIBOR plus a margin based on the ratio of funded debt to EBITDA (as defined in the agreement). The financial covenants
include a fixed charge coverage ratio of not less than 1.25 to 1.0; a maximum leverage ratio 3.0 to 1.0; and minimum net worth of $80.0 million plus 50% of positive consolidated net income ending on or after May 31, 2004, or $88.2 million on
November 30, 2007. As of November 30, 2007, we were in compliance with all debt covenants. There are restrictions under the Line on our use of cash and cash equivalents related to repurchase of stock, dividends and acquisitions. The Line
is secured by specific personal property, including receivables, inventory and property, plant and equipment.

In February 2006, our Board of Directors
authorized the repurchase of up to one million shares of common stock. The shares may be repurchased from time-to-time on the open market, subject to market conditions, existing financial covenants associated with the Companys credit facility
and other factors, generally funded with internally generated cash. During the fiscal year ended February 28, 2007, we repurchased 227,000 shares of common stock on the open market at a total cost of $2.2 million. In the first two quarters of
fiscal 2008, the Company repurchased 254,694 shares on the open market at a total cost of $2.4 million. On July 12, 2007 we entered into a written trading plan under Rule 10b5-1 of the Exchange Act as part of the existing share repurchase
program. As of October 19, 2007, the maximum dollar value of shares per the 10b5-1 plan had been purchased. As a result, we repurchased 98,709 shares during the fiscal quarter ended November 30, 2007 at a total cost of $0.9 million. Of the
one million share repurchase authorized in February 2006, 580,403 shares have been repurchased at a total cost of $5.5 million and 419,597 shares remain to be purchased.

On January 7, 2008, our Board of Directors authorized the repurchase of up to one million shares of common stock, or approximately 7% of the shares outstanding at that time. The shares may be repurchased from
time-to-time on the open market, subject to market conditions, existing financial covenants associated with the Companys credit facility and other factors, generally funded with internally generated cash. This authorization is in addition to
the 419,597 shares remaining to be purchased under the February 2006 authorization. The Company had not repurchased any shares under this new authorization as of the date of filing of this Form 10-Q/A.



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We are party to various legal proceedings in connection with the remediation of certain environmental matters. We believe
our range of exposure for all known and quantifiable environmental exposures, based on allocations of liability among potentially responsible parties, the most recent estimate of remedial work and other information available was $1.0 million to $1.4
million as of November 30, 2007. Refer to Note 18 of the Notes to the Condensed Consolidated Financial Statements in Item 1 of this Form 10-Q/A for additional information.

Contractual Obligations

The only significant change to the contractual obligations table presented in our Form 10-K
was that we made commitments in September 2007 for additional purchases of $3.3 million of certain raw materials ratably over a 22-month period ending in June 2009, reflected unrecognized tax benefits of $3.3 million due to the adoption of FIN 48,
as discussed in Note 12 of the Notes to the Condensed Consolidated Financial Statements and signed an agreement in July 2007 to purchase certain amounts of natural gas at a fixed price ending in February 2008.

Critical Accounting Policies

We have identified significant
accounting policies that, as a result of the judgments, uncertainties, uniqueness and complexities of the underlying accounting standards and operations involved could result in material changes to our financial condition or results of operations
under different conditions or using different assumptions. Our most critical accounting policies are related to the following areas: revenue recognition, allowance for doubtful accounts, inventory, long-lived assets, income taxes, environmental
reserves and defined benefit retirement plans. Details regarding our use of these policies and the related estimates are described fully in our Form 10-K with the exception of the policy on our allowance for doubtful accounts which we have added
below.

We provide for an allowance for uncollectible accounts using both specific and general estimates. We calculate a specific reserve for disputed
accounts receivable items by assessing specific receivables that are aged and assessing the aging of the total receivable pool using both historical data and current knowledge of specific items. We calculate a general reserve for bankruptcy and
insolvency by applying a fixed allowance percentage to the total receivable pool. The allowance for doubtful accounts was $0.6 million as of November 30, 2007 and $0.5 million as of February 28, 2007. A 10% increase or decrease in our
estimates would result in a change in the allowance of less than $60,000.

In addition, we adopted FIN 48, Accounting for Uncertainty in Income Taxes
 an Interpretation of FASB Statement No. 109 effective March 1, 2007. The effect of the changes to our Condensed Consolidated Financial Statements is discussed in Note 13 of the Notes to the Condensed Consolidated Financial
Statements and in this Item 2 above under the heading Income Taxes.



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Cautionary Statement Concerning Forward-Looking Statements

The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors and shareowners can better understand a
companys future prospects and make informed investment decisions. This Form 10-Q/A contains forward-looking statements, which include, without limitation, those statements regarding our anticipated results based on our plans and assumptions.
We have tried, wherever possible, to identify such statements by using words such as anticipates, estimates, expects, projects, intends, will, plans,
believes and words and terms of similar substance in connection with any discussion of future operating or financial performance.

Achievement
of future results is subject to risks, uncertainties and assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated,
estimated or projected. Many factors could also cause actual results to be materially different from any future results that may be expressed or implied by the forward-looking statements contained in this Form 10-Q/A. These factors are discussed in
detail in Part I, Item 1A, Risk Factors of our Form 10-K.

We undertake no obligation to publicly update forward-looking statements,
whether as a result of new information, future events or otherwise. This discussion of potential risks and uncertainties is by no means complete but is designed to highlight important factors that may impact our financial condition or results of
operations. Other sections of this Form 10-Q/A may include additional factors which could adversely affect our business and financial performance. Moreover, we operate in a competitive environment. New risks emerge from time to time and it is not
always possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or to which any factor or combination of factors, may cause actual results to differ materially from those contained in
any forward-looking statements. Given these risks and uncertainties, stockholders should not place undue reliance on forward-looking statements as a prediction of actual results.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There has been no material change in
our assessment of our sensitivity to market risk since our presentation set forth in Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in our Annual Report on Form 10-K, filed with the Securities and Exchange
Commission on May 11, 2007 for the fiscal year ended February 28, 2007.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures. The Company maintains disclosure controls and procedures that are designed to ensure that information required to
be disclosed in the Companys reports under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and
that such information is accumulated and communicated to management, including the Companys Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding required
disclosure. The Company periodically reviews the design and effectiveness of its disclosure controls and



30



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internal control over financial reporting. The Company makes modifications to improve the design and effectiveness of its disclosure controls and internal
control over financial reporting, and may take other corrective actions, if its reviews identify a need for such modifications or actions.

There are
inherent limitations to the effectiveness of any system of disclosure controls and internal control over financial reporting, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly,
even effective disclosure controls and internal control over financial reporting can only provide reasonable assurance of achieving their control objectives.

As of the end of the period covered by this report, an evaluation was performed in connection with the initial filing of the Companys Quarterly Report on form 10-Q under the supervision and with the participation of the Companys
management, including the CEO and CFO, of the effectiveness of the design and operation of the Companys disclosure controls and procedures (as defined in the Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation,
management concluded that the Companys disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report

Subsequent to the initial filing of the Companys Quarterly Report on Form 10-Q, errors were identified during the fiscal 2008 year end audit relating to the first three fiscal quarters of 2008. The Company determined it would restate
its interim financial statements for the first three fiscal quarters of 2008. Due to this restatement, management has reassessed the Companys disclosure controls and procedures and has concluded that they were not effective as of
November 30, 2007 due to the material weakness described below.

Management identified a material weakness in our internal control over financial
reporting as part of its fiscal 2008 financial close process and disclosed this material weakness in the Companys 2008 Annual Report on Form 10-K filed on May 29, 2008. This material weakness related to an insufficient number of qualified
accounting professionals to effectively analyze, review and monitor accounting for transactions that are significant or non-routine. Therefore, our monitoring procedures were not operating in a fully effective manner. We now believe that this
material weakness existed throughout fiscal 2008 and resulted in the errors described above in our interim financial statements.

Changes in internal
control over financial reporting. Beginning in fiscal 2006 and as disclosed in prior quarters, the Company adopted a long term strategy and began execution thereof to continuously improve internal control over financial reporting to achieve a
sustainable and effective internal control structure. Information Technology (IT) systems, people and processes are all tightly interrelated and difficult to separate. Striking the optimum balance between improved processes, better trained and
supervised personnel and critical IT improvements is essential for success. To this end, management is executing this long term strategy by (1) upgrading existing financial applications to replace its multiple disparate legacy computer systems
with a common Enterprise Resource Planning (ERP) system and (2) realigning the responsibilities of the finance organization to optimize resources and improve internal controls over financial reporting.



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The Company completed the implementation of the ERP system for certain Corporate functions in the third fiscal quarter;
this completes the implementation of the common ERP system for all domestic locations. The one common ERP system continues to help the Company to standardize, simplify, automate and improve key financial reporting processes and internal controls
over financial reporting. During the third fiscal quarter of 2008, the Company continued to make improvements to its monitoring controls by providing training and management review through a detailed level of active oversight to the financial
closing process. During the quarter ended November 30, 2007, except for the material weakness described above and the implementation of the ERP system described herein, there were no other changes in internal controls over financial reporting
that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.

The required
certifications of our principal executive officer and principal financial officer are included as exhibits to this Quarterly Report on Form 10-Q/A. The disclosures set forth in this Item 4 contain information concerning the evaluation of our
disclosure controls and procedures and changes in internal control over financial reporting referred to in those certifications. For a more complete understanding of the matters covered by the certifications, they should be read in conjunction with
this Item 4 and Item 9 of the Companys 2008 Annual Report on Form 10-K for the fiscal year ended February 29, 2008 as filed with the SEC on May 29, 2008.



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MATERIAL SCIENCES CORPORATION

FORM 10-Q/A

For the Quarter Ended November 30, 2007

PART II. OTHER INFORMATION

Item 1. Legal
Proceedings

The Company is party to various legal actions arising in the ordinary course of its business. These legal actions cover
a broad variety of claims spanning the Companys entire business. The Company believes that the resolution of these legal actions will not, individually or in the aggregate, have a material adverse effect on the Companys financial
statements. See Note 18 to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q/A.

Item 1A. Risk
Factors

There were no significant changes to the risk factors listed in the Annual Report on Form 10-K for the fiscal year ended
February 28, 2007.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



| | (a) | None
| | --- | ----



| | (b) | None
| | --- | ----



| | (c) | The following table shows the repurchases of common stock made by the Company during the third fiscal quarter ended November 30, 2007:
| | --- | --------------------------------------------------------------------------------------------------------------------------------------



|                     |  |                               |  |                            |      |                                                                             |        |                                                                              |        
|-------------------- |  | ----------------------------- |  | -------------------------- | ---- | --------------------------------------------------------------------------- | ------ | ---------------------------------------------------------------------------- | -------
|Period               |  | TotalNumber ofSharesPurchased |  | AveragePrice PaidPer Share |      | Total Number ofSharesPurchased asPart of PubliclyAnnounced Plansor Programs |        | MaximumNumber ofShares that mayYet BePurchased Underthe Plans orPrograms
(1)
|September 130, 2007 |  |                              |  |                            |     |                                                                             |       |                                                                              | 518,306
|October 131, 2007   |  | 98,709                        |  | $                          | 9.57 |                                                                             | 98,709 |                                                                              | 419,597
|November 130, 2007  |  |                              |  |                            |      |                                                                             |       |                                                                              | 419,597
|                     |  |                               |  |                            |      |                                                                             |        |                                                                              |        
|Total                |  | 98,709                        |  | $                          | 9.57 |                                                                             | 98,709 |                                                                              | 419,597
|                     |  |                               |  |                            |      |                                                                             |        |                                                                              |        



|(1) | These shares were purchased pursuant to an open market stock repurchase program for up to an aggregate amount of one million shares of common stock, which was previously announced
on February 8, 2006 and which has no set termination date. On July 12, 2007 the Company entered into a written trading plan under Rule 10b5-1 of the Exchange Act for the purchase of shares having an aggregate dollar value of $1.0 million,
as part of the existing share repurchase program. As of October 19, 2007, the maximum dollar value of shares, excluding brokers commissions and transaction fees, had been purchased.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|Item 5. | Stock Repurchase Authorization
|------- | ------------------------------

On
January 7, 2008, the Board of Directors authorized the repurchase by the Corporation (which may be effected from time to time in accordance with the terms of applicable federal and state securities laws and regulations, including, without
limitation, Rule 10b-18 of the Securities Exchange Act of 1934) in the open market of shares of Corporation Stock in a quantity not to exceed one million shares (in addition to the shares that have been or may be purchased pursuant to the 2006
Repurchase Program) (such repurchase, the 2008 Repurchase Program), and including the incurring of any fees, commissions or other expenses related to such repurchases.

Item 6. Exhibits

Reference is made to the attached Index to Exhibits.



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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, in Elk Grove Village, State of Illinois, on the 2nd
day of July 2008.



MATERIAL SCIENCES CORPORATIONBy:

/s/ Clifford D. NastasClifford D. NastasChief Executive OfficerBy:

/s/ James M. FroislandJames M. FroislandSenior Vice President, ChiefFinancial Officer, Chief InformationOfficer and Corporate Secretary




35



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MATERIAL SCIENCES CORPORATION

Quarterly Report on Form 10-Q/A

For the Quarter Ended November 30, 2007

Index to Exhibits



|              |  |                                                                                   
|------------- |  | ----------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Exhibit                                                            
|3.2           |  | By-laws, as amended                                                               
|              | 
|31.1          |  | Rule 13a-14(a)/ 15(d)-14(a) Certification of Chief Executive Officer              
|              | 
|31.2          |  | Rule 13a-14(a)/ 15(d)-14(a) Certification of Chief Financial Officer              
|              | 
|32            |  | Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer