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NANOPHASE TECHNOLOGIES CORPORATION
453 COMMERCE STREET
BURR RIDGE, ILLINOIS 60521
May 20, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Mr. Rico Vicencio
Re: Nanophase Technologies Corporation
Registration Statement on Form S-1
(Registration No. 333-23241);
Registration Statement on Form 8-A (Registration No. 000-22333)
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Dear Mr. Vicencio:
Nanophase Technologies Corporation (the "Company") hereby withdraws
from registration its Registration Statement on Form S-1 (Registration No.
333-23241) previously filed with the Securities and Exchange Commission (the
"Commission"). This Registration Statement is being withdrawn due to market
conditions. Please withdraw this Registration Statement immediately pursuant
to Rule 477 and 478(c). No offers or sales of the Company's common stock
occurred pursuant to this Registration Statement.
The Company also hereby withdraws from registration its Registration
Statement on Form 8-A (Registration No. 000-22333) relating to its common stock
and previously filed with the Commission.
Very truly yours,
NANOPHASE TECHNOLOGIES CORPORATION
By: /s/ ROBERT W. CROSS
-------------------------------------
Robert W. Cross
President and Chief Executive Officer
ARK:lt/2A:308646
cc: Jerry Crotty (The Nasdaq Stock Market, Inc.)
Adam R. Klein
Christopher Kaufman
