EXHIBIT 99

         CERTIFICATIONS OF THE REGISTRANT'S CHIEF EXECUTIVE OFFICER AND
         CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS
       ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of Material Sciences Corporation (the
"Company") on Form 10-K for the fiscal year ending February 28, 2003, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Michael J. Callahan, President and Chief Executive Officer of the Company,
certify pursuant to 18 U.S.C. (S) 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, that to my knowledge:

     (1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.




May 15, 2003                         By:  /s/ Michael J. Callahan
                                          ------------------------------------
                                          Michael J. Callahan
                                          President and Chief Executive Officer


     In connection with the Report, I, James J. Waclawik, Sr., Vice President,
Chief Financial Officer and Secretary of the Company, certify pursuant to 18
U.S.C. (S) 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that to my knowledge:

     (1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.



May 15, 2003                         By:  /s/ James J. Waclawik, Sr.
                                          -------------------------------------
                                          James J. Waclawik, Sr.
                                          Vice President,
                                          Chief Financial Officer and Secretary