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                               EXHIBIT NO. 10(c)



                         Material Sciences Corporation
                          Employee Stock Purchase Plan
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                         MATERIAL SCIENCES CORPORATION
                         EMPLOYEE STOCK PURCHASE PLAN

          1.   Purpose.  The Purpose of this Employee Stock Purchase Plan (the
"Plan") is to provide employees of Material Sciences Corporation (the "Company")
and its subsidiaries (as defined in Section 14 hereof) (collectively, the
"Participating Companies") with added incentive to continue in the employment of
the Participating Companies and to encourage increased efforts to promote the
best interests of the Participating Companies by permitting eligible employees
to purchase shares of common stock of the Company (the "Stock"), having a par
value of $.02 per share, at a price less than the then current market price
thereof.  The Plan is intended to qualify as an "employee stock purchase plan"
under Section 423 of the Internal Revenue Code of 1986, as amended (the "Code").

          2.   Eligibility.  Participation under the Plan shall be open to all
active employees of the Participating Companies except (a) employees whose
customary employment by the Participating Companies is 20 hours or less per
week; and (b) employees whose customary employment by the Participating
Companies is for not more than five months in any calendar year. No right to
purchase Stock shall accrue under the Plan in favor of any person who is not an
eligible employee, and no eligible employee shall acquire such right to purchase
Stock (i) if, immediately after receiving such right, such employee would own 5%
or more of the total combined voting power or value of all classes of stock of
the Company or any subsidiary corporation (as defined in Section 424 of the
Code) , taking into account in determining stock ownership any stock
attributable to such employee under Section 424 of the Code; or (ii) if such
purchase would permit such employee's rights to purchase stock under all
employee stock purchase plans from time to time in effect of the Company and its
subsidiary corporations (as so defined) to accrue at a rate which exceeds
$25,000 of fair market value of such stock (determined at the time such option
is granted) for each calendar year, all determined in the manner provided by
Section 423 of the Code.

          3.   Effective Date of Plan.  The Plan shall become effective on such
date as may be specified by the Board of Directors of the Company (the "Board"),
provided that in no event shall the Plan become effective unless within 12
months of the date of its adoption by the Board it has been approved at a duly
called meeting of the shareholders of the Company.

          4.   Participation and Purchase of Shares.  Each eligible employee
shall be entitled to become a participant in the Plan (a "participant") during
either of two one-month enrollment periods in each fiscal year of the Company.
Unless otherwise determined by the Board or a committee of directors not
eligible to participate in the Plan (the "Committee") designated by the Board to
administer the Plan, such enrollment periods shall be the months of February and
August.  To become a participant, an eligible employee shall execute and deliver
to his employer a payroll deduction authorization card (the "Authorization")
which shall become effective on the first day following the end of the
enrollment period.  Each Authorization shall direct that payroll deductions be
made by the employee's employer for each payroll period ending during the period
of such employee's participation in the Plan and shall specify the amount of
such payroll deduction
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as a percentage of the participant's gross earnings from the Participating
Companies for such period (before withholding or other deductions) that is not
less than 2 percent or greater than 5 percent.

          Payroll deductions shall be made for each participant in accordance
with his Authorization until his participation in the Plan terminates, his
Authorization is revised or the Plan terminates, all as hereinafter Provided.

          During any enrollment period, a participant may change the amount of
his payroll deductions.  No other changes shall be permitted except that a
participant may elect to terminate his participation in the Plan as hereinafter
provided.  All such permitted changes shall be effected by filing a new
Authorization in the manner described in the first paragraph of this Section 4.

          Payroll deductions made pursuant to the Plan shall be credited to the
purchase account of the participant in question.  At the end of each purchase
period (as hereinafter defined), the amount in each participant's account,
including any interest thereon as provided in Section 7 hereof, shall be applied
to the purchase of the maximum number of whole shares of Stock, not in excess of
500, which can be purchased with such amount, determined by dividing such amount
by the Purchase Price (as hereinafter defined) for such purchase period.  Any
amount remaining in the purchase account after the purchase of such shares shall
remain credited to such account and shall be carried over to the following
purchase period.

          The first purchase period under the Plan shall commence on March 1,
1985 and shall end on August 31, 1985.  So long as the Plan remains in effect,
new 6 month purchase periods shall commence on each succeeding September 1 and
March 1.

          5.   Purchase Price.  The purchase price (the "Purchase Price") per
share of Stock hereunder for any purchase period shall be 85% of the lesser of
(a) the fair market value of a share of Stock on the first day of such purchase
period, and (b) the fair market value of a share of Stock on the last day of
such purchase period, provided that if such percentage results in a fraction of
one cent, the Purchase Price shall be increased to the next higher full cent.

          6.   Issuance of Shares and Delivery of Certificates.  To the extent
that the Company's obligations hereunder are to be satisfied by the issuance of
Stock, shares which each participant has purchased for each purchase period
shall be issued at the time they are purchased. Certificates representing the
shares purchased shall be delivered to the participant within a reasonable time
after the end of each purchase period.  Notwithstanding any other provision of
the Plan, each participant who is an "officer" or "director" of the Company (as
such terms are used in Rule 16b-3 promulgated under the Securities Exchange Act
of 1934, as amended (the "1934 Act")) shall, prior to such participant's receipt
of any certificates representing shares (other than as contemplated in the
second paragraph of Section 8 hereof in the event of such participant's death,
retirement, disability or termination of employment) , either (i) provide a
written representation to the Company that the shares so distributed will be
held by such participant for at least six months prior to sale or other
disposition or (ii) terminate his participation in the Plan for a period of at
least

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six months in accordance with Section 8 hereof. Notwithstanding the foregoing or
any other provision of the Plan, each participant who is an officer or director
of the Company (as such terms are used in Rule 16b-3 promulgated under the 1934
Act) may not sell or dispose of shares of stock purchased hereunder for a
purchase period until at least six months after the last day of such purchase
period.

          7.   Interest on Purchase Accounts.  Interest shall accrue during each
purchase period with respect to amounts credited from time to time to a purchase
account of a participant at a rate equal to the rate paid on the first business
day of such purchase period on United States Government Treasury Bills having
ninety-day maturities less two percentage points.  After the close of each
purchase period, a report will be made to each participant stating the entries
made to his purchase account, including the interest accrued and the number of
shares purchased and the applicable Purchase Price.

          8.   Termination of Participation.  A participant may at any time
elect to terminate his participation in the Plan, except that no such
termination shall be effective as to any purchase period unless such election is
received by one of the Participating Companies in writing prior to the last
business day of such period.  A participant may also at any time request in
writing payment to him of the full amount to his credit in his purchase account,
including any interest thereon as provided in Section 7 hereof, without thereby
terminating his participation in the Plan, provided that no such request shall
be effective as to any purchase period unless received prior to the last
business day of such period.  Upon any such termination or request, the employer
of such participant shall promptly refund to him the amount to his credit in his
purchase account.  Notwithstanding any other provision of the Plan, if an
officer or director of the Company (as such terms are used in Rule 16b-3
promulgated under the 1934 Act) terminates his participation in the Plan, he
shall not be entitled to again become a participant in the Plan until the first
enrollment period which ends on or after six months after such termination
becomes effective.

          In the event any participant shall die, terminate his employment with
the Participating Companies for any reason or otherwise cease to be eligible to
participate in the Plan, his participation in the Plan shall immediately
terminate, and the amount to his credit in his purchase account, including any
interest thereon as provided in Section 7 hereof, on the date of such
termination, together with certificate(s) for the full shares of Stock held for
his benefit and a cash payment in lieu of any fractional share, shall be
returned to him or his legal representatives promptly.

          9.   Termination or Amendment of the Plan.  The Company, by action of
the Board, may terminate the Plan as of the beginning of any purchase period.
Notice of termination shall be given to all participants, but any failure to
give such notice shall not impair the effectiveness of the termination.

          Without any action being required, the Plan will terminate whenever
the maximum number of shares of Stock to be sold under the Plan (as hereinafter
provided in Section 13) has been purchased, but such termination shall not
impair the rights of the participants to shares purchased

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pursuant to the Plan on or prior to the date of such termination. If at any time
the number of shares remaining available for purchase under the Plan is not
sufficient to satisfy all then outstanding purchase rights, the Board or the
Committee may determine an equitable basis of apportioning available shares
among all participants.

          The Board may amend the Plan from time to time in any respect in order
to meet changes in legal requirements or for any other reason; provided,
however, that no such amendment shall (a) materially adversely affect any
purchase rights outstanding under the Plan during the purchase period in which
such amendment is to be effected, (b) increase the maximum number of shares of
Stock which may be purchased under the Plan, (c) decrease the Purchase Price of
the Stock for any purchase period below the amounts set forth in paragraph 5 of
this Plan, or (d) adversely affect the qualification of the Plan under Section
423 of the Code.

          Upon termination of the Plan, the respective amounts to the credit of
the participants in their purchase accounts shall be returned to them promptly.

          10.  Non-Transferability.  Rights acquired under the Plan are not
transferable and may be exercised only by a participant.

          11.  Shareholders' Rights.  No eligible employee or participant shall
by reason of the Plan have any rights of a shareholder of the Company until and
to the extent he shall acquire shares of Stock as herein provided.

          12.  Administration of the Plan.  The Plan shall be administered so as
to ensure that all participants have the same rights and privileges as are
provided by Section 423(b)(5) of the Code.

          Members of the Committee may be appointed from time to time by the
Board and shall be subject to removal by the Board.  The decision of a majority
in number of the members of the Committee in office at the time shall be deemed
to be the decision of the Committee.

          The Board or the Committee, from time to time, may approve the forms
of any documents or writings provided for in the Plan, may adopt, amend and
rescind rules and regulations not inconsistent with the Plan for carrying out
the Plan and may construe the Plan.  The Board or the Committee may delegate the
responsibility for maintaining all or a portion of the records pertaining to
participants' accounts to persons not affiliated with the Participating
Companies.  All expenses of administering the Plan shall be paid by the
Participating Companies.

          13.  Maximum Number of Shares.  Subject to adjustment as hereinafter
set forth, the total number of shares of Stock which are either purchased under
the Plan or issued pursuant to all grants and awards made under the Material
Sciences Corporation 1991 Stock Option Plan for Directors, the Material Sciences
Corporation 1985 Stock Option Plan for Directors or the Material Sciences
Corporation 1985 Stock Option Plan for Key Employees, may not exceed 750,000.
Stock

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sold hereunder may be treasury shares or authorized but unissued shares. In the
event the Company shall at any time after the effective date of the Plan change
its issued Stock into an increased number of shares, with or without par value,
through a stock dividend or a split-up of shares, or into a decreased number of
shares, with or without par value, through a combination of shares, then,
effective with the record date for such change, the maximum number of shares of
Stock which thereafter may be purchased under the Plan shall be the maximum
number of shares which, immediately prior to such record date, remained
available for purchase under the Plan, proportionately increased, in the case of
such stock dividend or split-up, or proportionately decreased, in the case of
such combination of shares.

          14.  Miscellaneous.  Except as otherwise expressly provided herein,
any Authorization, election, notice or document to be submitted by an eligible
employee or participant pursuant to the Plan shall be delivered to his employer
corporation and, subject to any limitations specified in the Plan, shall be
effective when so delivered.

          The term "business day" shall mean any day other than Saturday, Sunday
or a legal holiday in Illinois.

          The term "subsidiaries" shall mean all corporations which are
subsidiary corporations (within the definition of Section 424(f) of the Code) in
respect of the Company.

          The masculine pronoun shall include the feminine.

          The Plan, and the Company's obligation to sell and deliver shares of
Stock hereunder, shall be subject to all applicable federal, state and foreign
laws, rules and regulations, and to such approval by any regulatory or
governmental agency as may, in the opinion of counsel for the Company, be
required.

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