Exhibit 23(b)

                 NOTICE REGARDING CONSENT OF ARTHUR ANDERSEN LLP


     Arthur Andersen LLP audited the balance sheets of Material Sciences
Corporation and its subsidiaries (collectively, "MSC") as of February 28, 2002
and 2001, and the related statements of income (loss), cash flows, shareowners'
equity and comprehensive income (loss) for each of the three years in the period
ended February 28, 2002. These financial statements are included in MSC's Annual
Report on Form 10-K for the year ended February 28, 2003 and incorporated by
reference into MSC's previously filed Registration Statements on Form S-8 (File
Nos. 33-00067, 33-40610, 33-31310, 33-57648, 33-81064, 333-15679, 333-15677,
333-33885, 333-33897 and 333-88387). After reasonable efforts, MSC has not been
able to obtain the consent of Arthur Andersen LLP to the incorporation by
reference of its audit report dated April 29, 2002 into the above-referenced
Registration Statements. The absence of an updated consent may limit recovery by
investors from Arthur Andersen LLP, particularly under Section 11(a) of the
Securities Act of 1933, as amended.