SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13d-101)
(AMENDMENT NO. 1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Nanophase Technologies Corporation
(Name of Issuer)
Common Stock, no par value per share
(Title of Class of Securities)
630079101
(CUSIP Number)
Rachel M. Pernia
Vice President and Controller
Harris & Harris Group, Inc.
One Rockefeller Plaza
Suite 1430
New York, New York 10020
(212) 332-3600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Daniel E. Stoller, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
October 5, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box: [x]
CUSIP No. 630079101
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harris & Harris Group, Inc.
13-3119827
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ____
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSU
ANT TO ITEMS 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7. SOLE VOTING POWER 730,916 shares
8. SHARED VOTING POWER 0 shares
9. SOLE DISPOSITIVE POWER 730,916 shares
10. SHARED DISPOSITIVE POWER 0 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
730,916 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9 %
14. TYPE OF REPORTING PERSON
CO
This statement amends and supplements the Schedule 13D relating
to the beneficial ownership of common stock, no par value per share, of
Nanophase Technologies Corporation, a corporation originally incorporated
in Illinois and reincorporated in Delaware (the "Issuer"), filed by Harris
& Harris Group, Inc., a New York corporation ("Harris & Harris"). Except as
disclosed herein there has been no change in the information previously
reported on Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of this Schedule 13D is hereby amended as follows:
Harris & Harris, which previously expressed concerns in this
Item 4 regarding the Issuer's senior management, views as a very positive
development the fact that Joseph Cross has joined the Issuer as President
and Chief Operating Officer and as a member of the Issuer's Board of
Directors. Harris & Harris also is pleased that the Issuer's Chief
Executive Officer stated in a press release, dated October 5, 1998, that
Joseph Cross joined the Issuer as part of the Issuer's succession plan.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief
of the entity set forth below, such entity certifies that the information
set forth in this Statement is true, complete, and correct.
October 7, 1998
HARRIS & HARRIS GROUP, INC.
By: /s/ Rachel M. Pernia
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Rachel M. Pernia
Vice President and Controller
