UNITED STATES
                                 SECURITIES AND EXCHANGE COMMISSION
                                       Washington, D.C. 20549
                                            SCHEDULE 13G


                    Under the Securities Exchange Act of 1934
                               (Amendment No. __)


                             Material Sciences Corp
--------------------------------------------------------------------------------
                                     (Name of Issuer)

                                  Common Stock
--------------------------------------------------------------------------------
                              (Title of Class of Securities)

                                    576674105
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                                December 31, 2004
--------------------------------------------------------------------------------
                  (Date of Event which Required Filing of this Statement)


Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

[X]      Rule 13d-1(b)
|_|      Rule 13d-1(c)
|_|      Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).






                                             SCHEDULE 13G

   1      NAME OF REPORTING PERSON
          SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Ironwood Capital Management, LLC
          Tax ID 04-3386084

   2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) |_|
                                                               (b) [X]

   3      SEC USE ONLY

   4      CITIZENSHIP OR PLACE OF ORGANIZATION

          Massachusetts

                           5      SOLE VOTING POWER
                                  0
   NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING PERSON
         WITH
                           6      SHARED VOTING POWER
                                  324,285

                           7      SOLE DISPOSITIVE POWER
                                  0

                           8      SHARED DISPOSITIVE POWER
                                  458,985

    9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
            458,985

    10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
            |_|

    11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
            3.22%

    12      TYPE OF REPORTING PERSON
            OO, IA




                                             SCHEDULE 13G

   1
          NAME OF REPORTING PERSON
          SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Warren J. Isabelle
          N/A

   2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a)  |_|
                                                               (b)  [X]
   3      SEC USE ONLY

   4      CITIZENSHIP OR PLACE OF ORGANIZATION

          American

      NUMBER OF
        SHARES             5      SOLE VOTING POWER
     BENEFICIALLY                 0
       OWNED BY
         EACH
      REPORTING
        PERSON
         WITH
                           6      SHARED VOTING POWER
                                  324,285

                           7      SOLE DISPOSITIVE POWER
                                  0

                           8      SHARED DISPOSITIVE POWER
                                  458,985

     9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
             458,985

    10       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
             SHARES       |_|

    11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

             3.22%

    12
             TYPE OF REPORTING PERSON

             HC







   1      NAME OF REPORTING PERSON
          SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Richard L. Droster

          N/A

   2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a)  |_|
                                                                (b) [X]

   3      SEC USE ONLY


   4      CITIZENSHIP OR PLACE OF ORGANIZATION
          American

      NUMBER OF            5      SOLE VOTING POWER
        SHARES                    0
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
        PERSON
         WITH
                           6      SHARED VOTING POWER
                                  324,285

                           7      SOLE DISPOSITIVE POWER
                                  0

                           8      SHARED DISPOSITIVE POWER
                                  458,985

     9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
             458,985

    10       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
             SHARES   |_|

    11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
             3.22%

    12       TYPE OF REPORTING PERSON
             HC





   1      NAME OF REPORTING PERSON
          SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Donald Collins

          N/A

   2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a)  |_|
                                                               (b)  [X]

   3      SEC USE ONLY

   4      CITIZENSHIP OR PLACE OF ORGANIZATION
          American

      NUMBER OF            5      SOLE VOTING POWER
        SHARES                    0
     BENEFICIALLY
       OWNED BY
         EACH
      REPORTING
        PERSON
         WITH
                           6      SHARED VOTING POWER
                                  324,285

                           7      SOLE DISPOSITIVE POWER
                                  0

                           8      SHARED DISPOSITIVE POWER
                                  458,985

     9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
             458,985

    10       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
             SHARES   |_|

    11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
             3.22%

    12       TYPE OF REPORTING PERSON
             HC




Item 1.    (a).    Name of Issuer: Material Sciences Corp

           (b).    Address of Issuer's Principal Executive Offices:

                   2200 East Pratt Boulevard
                   Elk Grove Village, IL  60007

Item 2.    (a).    Name of Person Filing:

                  (i)    Ironwood  Capital  Management,  LLC ("ICM")
                  (ii)   Warren J. Isabelle  ("Isabelle")
                  (iii)  Richard L. Droster  ("Droster")
                  (iv)   Donald Collins ("Collins")

               (b). Address of Principal Business Office or, if none, Residence:

                  ICM:
                  21 Custom House Street
                  Boston, MA 02110

                  Isabelle:
                  c/o ICM
                  21 Custom House Street
                  Boston, MA 02110

                  Droster:
                  c/o ICM
                  21 Custom House Street
                  Boston, MA 02110

                  Collins:
                  c/o ICM
                  21 Custom House Street
                  Boston, MA 02110

             (c). Citizenship or Place of Organization:

                  ICM:              Massachusetts
                  Isabelle:         American
                  Droster:          American
                  Collins:          American

             (d). Title of Class of Securities: Common Stock

             (e). CUSIP Number: 576674105

Item 3.            If  this   statement   is  filed   pursuant  to  sections
                   240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
                   filing is a:

                   (a)         [ ] Broker or dealer  registered under section 15
                               of the Act (15 U.S.C. 78o);
                   (b)         [ ] Bank as defined in section 3(a)(6) of the Act
                               (15 U.S.C. 78c);
                   (c)         [ ]  Insurance  company  as  defined  in  section
                               3(a)(19) of the Act (15 U.S.C. 78c.);
                   (d)         [ ] Investment company registered under section 8
                               of the Investment  Company Act of 1940 (15 U.S.C.
                               80a-8);
                   (e)         [x] An  investment  adviser  in  accordance  with
                               section 240.13d-1(b)(1)(ii)(E);
                   (f)         [ ] An employee benefit plan or endowment fund in
                               accordance with section 240.13d-1(b)(1)(ii) (F);
                   (g)         [ ] A parent holding company or control person in
                               accordance with section 240.13d-1(b)(1)(ii)(G);
                   (h)         [ ] A savings  associations as defined in section
                               3(b) of the  Federal  Deposit  Insurance  Act (12
                               U.S.C. 1813);
                   (i)         [ ] A  church  plan  that is  excluded  from  the
                               definition of an investment company under section
                               3(c)(14)  of the  Investment  Company Act of 1940
                               (15 U.S.C. 80a-3);
                   (j)         [   ]   Group,   in   accordance   with   section
                               240.13d-1(b)(1) (ii)(J).

Item 4.            Ownership.

              Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.

           (a).   Amount  beneficially  owned:
                  (i)    ICM: 458,985
                  (ii)   Isabelle: 458,985
                  (iii)  Droster: 458,985
                  (iv)   Collins: 458,985






           (b).   Percent of class:
                  (i)    ICM: 3.22%
                  (ii)   Isabelle: 3.22%
                  (iii)  Droster: 3.22%
                  (iv)   Collins: 3.22%


           (c).   Number of shares as to which the person has:

                    (1) Sole power to vote or to direct the vote:

                           (i)   ICM: 0
                           (ii)  Isabelle: 0
                           (iii) Droster: 0
                           (iv)  Collins: 0

                    (2) Shared power to vote or to direct the vote:

                           (i)   ICM: 324,285
                           (ii)  Isabelle: 324,285
                           (iii) Droster: 324,285
                           (iv)  Collins: 324,285

                    (3)  Sole power to dispose or to direct the disposition of:

                           (i)   ICM: 0
                           (ii)  Isabelle: 0
                           (iii) Droster: 0
                           (iv)  Collins: 0



                    (4) Shared power to dispose or to direct the disposition of:

                           (i) ICM: 458,985
                           (ii) Isabelle: 458,985
                           (iii) Droster: 458,985
                           (iv) Collins: 458,985

Item 5.           Ownership  of Five  Percent  or Less of a  Class: [X]

                  This  statement  is being filed to report  that the  reporting
                  persons  have  ceased to be the owners of five  percent of the
                  class of securities.




Item 6.           Ownership of More Than Five Percent on Behalf of Another
                  Person:

                  Not Applicable

Item 7.           Identification and Classification of Subsidiaries which
                  Acquired the Security Being Reported on by the Parent
                  Holding Company:

                  Not Applicable

Item 8.           Identification and Classification of Members of the Group:

                  Not Applicable

Item 9.           Notice of Dissolution of Group:

                  Not Applicable

Item 10. Certification:

                  By signing  below I certify  that, to the best of my knowledge
                  and belief, the securities referred to above were acquired and
                  are  held in the  ordinary  course  of  business  and were not
                  acquired  and are not  held  for the  purpose  of or with  the
                  effect of changing or influencing the control of the issuer of
                  the  securities  and  were  not  acquired  and are not held in
                  connection with or as a participant in any transaction  having
                  that purpose or effect.

                  In accordance  with Rule 13d-4 of the Securities  Exchange Act
                  of 1934,  each of the persons filing this statement  expressly
                  disclaim the beneficial ownership of the securities covered by
                  this  statement  and the  filing of this  report  shall not be
                  construed  as an  admission  by such persons that they are the
                  beneficial owners of such securities.





                                             SIGNATURES

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

                            IRONWOOD CAPITAL MANAGEMENT, LLC

Date:  February 7, 2005     By:                    *
                               -----------------------------------
                               Warren J. Isabelle, Manager


Date:  February 7, 2005                             *
                               -----------------------------------
                               Warren J. Isabelle, Manager


Date:  February 7, 2005                             *
                               -----------------------------------
                               Richard L. Droster, Executive Vice President


Date:  February 7, 2005                             *
                               -----------------------------------
                               Donald Collins, Senior Portfolio Manager


By:      /s/ Gary S. Saks                                       February 7, 2005
         -------------------------------------------
         Gary S. Saks, Attorney-in-Fact

* Executed  pursuant to powers of attorney  dated May 10, 2001 and filed on July
10, 2001.








                                    EXHIBIT 1

JOINT  FILING  AGREEMENT  AMONG  IRONWOOD  CAPITAL  MANAGEMENT,  LLC  WARREN  J.
ISABELLE, RICHARD L. DROSTER AND DONALD COLLINS

WHEREAS,  in accordance with Rule 13d-1(k) under the Securities and Exchange Act
of 1934 (the "Act"), only one joint statement and any amendments thereto need to
be filed  whenever  one or more persons are required to file such a statement or
any amendments  thereto pursuant to Section 13(d) of the Act with respect to the
same securities, provided that said persons agree in writing that such statement
or amendments thereto is filed on behalf of each of them;

     NOW, THEREFORE, the parties hereto agree as follows:

IRONWOOD  CAPITAL  MANAGEMENT,  LLC, WARREN J. ISABELLE,  RICHARD L. DROSTER AND
DONALD COLLINS hereby agree,  in accordance with Rule 13d-1(k) under the Act, to
file a statement on Schedule 13G relating to their  ownership of Common Stock of
the Issuer and do hereby  further  agree that said  statement  shall be filed on
behalf of each of them.

                                   IRONWOOD CAPITAL MANAGEMENT, LLC

Date:  February 7, 2005                         *
                                   -----------------------------------
                                   Warren J. Isabelle, Manager


Date:  February 7, 2005                          *
                                   -----------------------------------
                                   Warren J. Isabelle


Date:  February 7, 2005                          *
                                   -----------------------------------
                                   Richard L. Droster


Date:  February 7, 2005                          *
                                   ---------------------------
                                   Donald Collins


By:      /s Gary S. Saks                                 February 7, 2005
         -------------------------------------------
         Gary S. Saks, Attorney-in-Fact

* Executed  pursuant to powers of attorney  dated May 10, 2001 and filed on July
10, 2001.