OMB APPROVAL
           UNITED STATES                         OMB Number:           3235-0145
 SECURITIES AND EXCHANGE COMMISSION              Expires:        August 31, 1999
       WASHINGTON, D.C. 20549                    Estimated average burden
                                                 hours per response........14.90

                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 2)*



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

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

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

                                December 31, 2000
--------------------------------------------------------------------------------
             (Date of Event Which Requires 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 remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

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).








POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.


                                  Page 1 of 5



CUSIP NO. 576674105                   13G

--------------------------------------------------------------------------------
          1  NAMES OF REPORTING PERSONS
             I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

                        Woodland Partners LLC
                        41-1832463

--------------------------------------------------------------------------------
          2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                      (a) / /

                                                                      (b) / /
--------------------------------------------------------------------------------
          3  SEC USE ONLY


--------------------------------------------------------------------------------
          4  CITIZENSHIP OR PLACE OF ORGANIZATION

                       Minnesota

--------------------------------------------------------------------------------
                               5 SOLE VOTING POWER

                                       788,000
                             --------------------------------------------------
                NUMBER OF      6  SHARED VOTING POWER
                 SHARES
              BENEFICIALLY             144,000
                OWNED BY     --------------------------------------------------
                               7  SOLE DISPOSITIVE POWER
                  EACH
                REPORTING              932,000
                 PERSON      --------------------------------------------------
                               8  SHARED DISPOSITIVE POWER
                  WITH:
                                       0
--------------------------------------------------------------------------------

          9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                        932,000 SHARES
--------------------------------------------------------------------------------
         10  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


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

                        6.8%
--------------------------------------------------------------------------------
         12  TYPE OF REPORTING PERSON*

                        IA
--------------------------------------------------------------------------------
                      *SEE INSTRUCTION BEFORE FILLING OUT!


                                  Page 2 of 5



ITEM 1.
            (a)  Name of Issuer

                 Material Sciences Corporation

            (b)  Address of Issuer's Principal Executive Offices

                 2200 East Pratt Boulevard
                 Elk Grove Village, IL 60007

ITEM 2.
            (a)  Name of Person Filing

                 Woodland Partners LLC (the "Company")

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

                 60 South Sixth Street
                 Suite 3750
                 Minneapolis, Minnesota  55402

            (c)  Citizenship

                 The Company is organized in Minnesota

            (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.

         (b) / / Bank as defined in section 3(a)(6) of the Act.

         (c) / / Insurance company as defined in section 3(a)(19) of the Act.

         (d) / / Investment company registered under section 8 of the Investment
                 Company Act of 1940.

         (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 association as defined in Section 3(b) of the Federal
                 Deposit Insurance Act.

         (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.

         (j) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).


                                  Page 3 of 5



ITEM 4.    OWNERSHIP

            (a)  Amount Beneficially Owned

                 932,000 shares

            (b)  Percent of Class

                 6.8%

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

                   (i)   Sole power to vote or to direct the vote

                         788,000

                  (ii)   Shared power to vote or to direct the vote

                         144,000

                 (iii)   Sole power to dispose or to direct the disposition of

                         932,000

                  (iv)   Shared power to dispose or to direct the disposition of

                         0

ITEM 5.    OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
           If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following / /.

           Not Applicable

ITEM 6.    OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

           The Company manages accounts for the benefit of its clients.
Dividends on, and the proceeds from the sale of, securities are credited to the
account which holds or held such securities. No single account managed by the
Company holds more than five percent of the class of securities referred to
above.

ITEM 7.    IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY 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


                                  Page 4 of 5



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.


                                    SIGNATURE

            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.
                                                  February 12, 2001
                                        ----------------------------------------
                                                        Date

                                               /s/ Richard J. Rinkoff
                                        ----------------------------------------
                                                      Signature

                                        Richard J. Rinkoff, Managing Partner
                                        ----------------------------------------
                                                     Name/Title


         The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. SEE Section 240.13d-7
for other parties for whom copies are to be sent.

         ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)




                                  Page 5 of 5