S-8

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NANOPHASE TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	36-3687863
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1319 Marquette Drive

Romeoville, Illinois 60446

(630) 771-6700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

JOSEPH E. CROSS, CHIEF EXECUTIVE OFFICER

NANOPHASE TECHNOLOGIES CORPORATION

1319 Marquette Drive

Romeoville, Illinois 60446

(630) 771-6700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

COPIES TO:

JOHN L. EISEL, ESQ.

GEOFFREY C. COCKRELL, ESQ.

Wildman, Harrold, Allen & Dixon LLP

225 West Wacker Drive

Chicago, Illinois 60606-1229

(312) 201-2000

(312) 201-2555 (fax)

Title of each Class of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee
Common Stock ($.01 par value)	240,500	$3.10	$745,550	$29.30

(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also covers an indeterminate number of shares of Common Stock to be offered or sold pursuant to the 2004 Equity Compensation Plan, as amended, described herein which may become issuable pursuant to the anti-dilution provisions of the plan.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended, on the basis of the average of the high and low prices reported on the NASDAQ Stock Market for the Registrant’s Common Stock on May 7, 2008.

INTRODUCTORY STATEMENT UNDER

GENERAL INSTRUCTION E OF FORM S-8

This Registration Statement is being filed by Nanophase Technologies Corporation (the “Registrant”) to register an additional 240,500 shares of the Registrant’s common stock, par value $.01 per share (“Common Stock”), available for issuance under the Nanophase Technologies Corporation 2004 Equity Compensation Plan, as amended (the “Plan”). As a result of an amendment to the Plan, which was approved by the Registrant’s stockholders on July 24, 2006, the number of shares of Common Stock authorized for issuance under the Plan was increased to 1,200,000 from 959,500. In addition, the amendment to the Plan also (a) increased the annual limit on the number of shares available to be issued under the Plan to 300,000 (subject to exceptions previously contained in the Plan), and (b) decreased the cap on grants to any individual in any year to 10% of any class. On October 1, 2004, the Registrant previously registered 959,500 shares of Common Stock for issuance under the Plan by a Registration Statement on Form S-8 (Registration Statement No. 333-119466) filed with the Securities and Exchange Commission. Pursuant to General Instruction E of Form S-8, the contents of Registration Statement No. 333-119466 are incorporated herein by reference. Also pursuant to General Instruction E to Form S-8, the filing fee is being paid only with respect to the 240,500 shares of Common Stock not previously registered.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Pursuant to General Instruction E to Form S-8, set forth below is additional information that was not included in the Registrant’s earlier registration statement regarding the Plan.

Item 3. Exhibits.

The following is a list of exhibits filed as part of this registration statement.

Exhibit No.	Description
5	Opinion of Wildman, Harrold, Allen & Dixon LLP.
23.1	Consent of McGladrey & Pullen, LLP.
23.2	Consent of Wildman, Harrold, Allen & Dixon LLP (included in Exhibit 5).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on May 8, 2008.

NANOPHASE TECHNOLOGIES CORPORATION
By:	/s/ Joseph E. Cross
	Joseph E. Cross
	President and Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Joseph E. Cross and Jess Jankowski, or either of them, as his attorney-in-fact and agents, with full power of substitution for him and in his name, place and stead, in any and all capacities (including without limitation, as Director and/or principal Executive Officer, principal Financial Officer, principal Accounting Officer or any other officer of the Company), to sign and execute this Registration Statement on Form S-8 and any amendment or amendments, including post-effective amendments thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform any and all acts and things requisite and necessary to be done, and hereby ratifying and confirming all that said attorney-in-fact and agent may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in their capacities and on May 8, 2008.

Signature		Title
By:	/s/ Joseph E. Cross	President, Chief Executive Officer and a Director
	Joseph E. Cross
By:	/s/ Jess Jankowski	Chief Financial Officer, Vice President and Corporate Controller (Principal
	Jess Jankowski	Accounting and Financial Officer)
By:	/s/ Donald S. Perkins	Chairman of the Board and Director
	Donald S. Perkins
By:	/s/ James Henderson	Director
	James Henderson
By:	/s/ Jerry Pearlman	Director
	Jerry Pearlman
By:	/s/ James A. McClung	Director
	James A. McClung
By:	/s/ Richard W. Siegel	Director
	Richard W. Siegel
By:	/s/ R. Janet Whitmore	Director
	R. Janet Whitmore
By:	/s/ George A. Vincent III	Director
	George A. Vincent III

EXHIBIT INDEX

Exhibit No.	Description
5	Opinion of Wildman, Harrold, Allen & Dixon LLP.
23.1	Consent of McGladrey & Pullen, LLP.
23.2	Consent of Wildman, Harrold, Allen & Dixon LLP (included in Exhibit 5).

EX-5

Exhibit 5

[Wildman, Harrold, Allen & Dixon LLP Letterhead]

Nanophase Technologies Corporation

1319 Marquette Drive

Romeoville, Illinois 60446

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Nanophase Technologies Corporation, a Delaware corporation (the “Company”), in connection with the filing with the Securities and Exchange Commission of a registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”) relating to 240,500 additional shares (the “Shares”) of the Company’s common stock, par value $.01 per share, which may be issued and sold pursuant to the Company’s 2004 Equity Compensation Plan, as amended (the “Plan”).

In connection with this opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of (i) the Plan, as amended; (ii) the Registration Statement; (iii) the Certificate of Incorporation, as amended, of the Company; (iv) the By-laws of the Company; and (v) such other documents as we have deemed necessary and appropriate as a basis for the opinion set forth below. In rendering our opinion set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials.

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, assuming full payment is made for the Shares, when issued pursuant to the terms of the Plan, the Shares will be validly issued, fully paid and non-assessable.

Our opinions expressed above are limited to the Delaware General Corporation Law.

We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement.

Dated: May 8, 2008

Very truly yours,

/s/ Wildman, Harrold, Allen & Dixon LLP

WILDMAN, HARROLD, ALLEN & DIXON LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statement (No. 333-119466) on Form S-8 of Nanophase Technologies Corporation of our report dated March 14, 2008 relating to our audit of the financial statements and internal control over financial reporting, which appears in the Annual Report on Form 10-K of Nanophase Technologies Corporation for the year ended December 31, 2007.

Schaumburg, Illinois

May 8, 2008

/s/ McGladrey & Pullen, LLP

McGladrey & Pullen, LLP