FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * CROSS JOSEPH   2. Issuer Name and Ticker or Trading Symbol NANOPHASE TECHNOLOGIES CORPORATION [NANX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 1319 MARQUETTE DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 10/30/2007 (Street) ROMEOVILLE, IL 60446 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock               5,638 D   Common Stock 10/30/2007   F   862 D $ 4.8 5,638 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Stock (right to buy)

$ 2.9375

11/09/1999(1)

11/09/2008

Common Stock

100,000

100,000

D

Common Stock (right to buy)

$ 7.6875

05/24/2001(2)

05/24/2010

Common Stock

100,000

100,000

D

Common Stock (right to buy)

$ 10.875

01/26/2002(2)

01/26/2011

Common Stock

50,000

50,000

D

Common Stock (right to buy)

$ 7.0625

02/28/2002(2)

02/28/2011

Common Stock

50,000

50,000

D

Common Stock (right to buy)

$ 6.65

01/03/2003(2)

01/03/2012

Common Stock

55,000

55,000

D

Common Stock (right to buy)

$ 3.66

03/24/2004(2)

03/24/2013

Common Stock

50,000

50,000

D

Common Stock (right to buy)

$ 5.55

10/11/2005(2)

10/11/2014

Common Stock

15,000

15,000

D

Common Stock (right to buy)

$ 6.03

09/27/2006(2)

09/27/2015

Common Stock

15,000

15,000

D

Common Stock (right to buy)

$ 6.01

09/27/2007(2)

09/27/2016

Common Stock

20,000

20,000

D

Common Stock (right to buy)

$ 2.1875

01/04/2000(1)

01/04/2009

Common Stock

50,000

50,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CROSS JOSEPH 1319 MARQUETTE DRIVE ROMEOVILLE, IL 60446	X		President & CEO

Signatures

By Jess Jankowski, under UPA for Joseph Cross		11/01/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Subject to certain restrictions, beginning on this date, options vest in five equal installments.
(2)	Subject to certain restrictions, beginning on this date, options vest in three equal annual installments.
Remarks: This dispostion of shares represents shares withheld by Nanophase to cover taxes due upon vesting of 2,500 restricted shares that, immediately upon vesting, represent ordinary income to Mr. Cross.

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