UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Nanophase Technologies Corporation
-----------------------------------------
(Name of Issuer)
Common Stock, $.01 par value
-----------------------------------------
(Title of Class Securities)
630079101
-----------------------------------------
(CUSIP Number)
David J. Allen, Esquire, 290 South County Farm Rd., Third
Floor, Wheaton, IL 60187-4526 (630) 588-7200
-----------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications)
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:

/ / Rule 13d-1(b)
/X/ 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
disclosures provided in a prior cover page.

The information required on 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).


SCHEDULE 13G/A
CUSIP NO. 630079101    PAGE 2 OF 4 PAGES

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bradford T. Whitmore

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(See
Instructions)
(a)/X/
(b)/ /

3 SEC USE ONLY

4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States

              5 SOLE VOTING POWER
NUMBER OF       2,013,943 SHARES
SHARES
BENEFICIALLY  6 SHARED VOTING POWER
OWNED BY        0
EACH
REPORTING     7 SOLE DISPOSITIVE POWER
PERSON          2,013,943 SHARES
WITH          8 SHARED DISPOSITIVE POWER
                0

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,013,943 SHARES

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8%

12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO


Page 3 of 4 Pages
Item 1.
(a)  Name of Issuer
Nanophase Technologies Corporation

(b) Address of Issuer's Principal Executive Offices
453 Commerce St., Burr Ridge, IL 60521

Item 2.
(a)  Name of Person Filing
Bradford T. Whitmore

(b)  Address of Principal Business Office or, if none,
Residence
1560 Sherman Ave., Suite 900, Evanston, IL 60201

(c) Citizenship
United States

(d) Title of Class of Securities
Common Stock, $.01 par value

(e) CUSIP Number
630079101

Item 3. Not Applicable

Item 4.  Ownership
(a) Amount beneficially owned
2,013,943

(b) Percent of class
14.8%

(c) Number of shares as to which the person has:
(i)  Sole power to vote or to direct the vote
2,013,943

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

(iii) Sole power to dispose or to direct the disposition
of
2,013,943

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

Item 5.  Ownership of Five Percent or Less of a Class
Not applicable


Page 4 of 4 Pages

Item 6.  Ownership of More than Five Percent on Behalf of
Another Person

No other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities.

Item 7.  Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent
Holding Company

Reporting person is not a parent holding company.

Item 8.  Identification and Classification of Members of
the Group

Reporting person is not a member of a group.

Item 9.  Notice of Dissolution of Group

Reporting person is not filing notice of dissolution of
a group.

Item 10.  Certification

By signing below Spurgeon Corporation certifies that, to the
best of its knowledge and belief, the securities referred to
above 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 6, 2001
    ------------------------
             Date

by: /s/ Bradford T. Whitmore
    ------------------------
           Signature