8-K

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                         -------------------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                         -------------------------------


       Date of Report (Date of earliest event reported): December 3, 2001



                       NANOPHASE TECHNOLOGIES CORPORATION

             (Exact name of registrant as specified in its charter)


         Delaware                   000-22333                     36-3687863
(State or other jurisdiction       (Commission                 (I.R.S Employer
     of incorporation)             File Number)              Identification No.)

                              1319 Marquette Drive
                           Romeoville, Illinois 60446

          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (630) 771-6708



         (Former name or former address, if changed since last report.)



Item 4. Changes in Registrant's Certifying Accountants

(a)  At a meeting held on November 27, 2001, the Board of Directors of the
Company approved the engagement of McGladrey & Pullen, LLP as its independent
auditors for the fiscal year ending December 31, 2001 to replace the firm of
Ernst & Young LLP, who were dismissed as auditors of the Company effective
December 3, 2001. The audit committee of the Board of Directors approved the
change in auditors.

     The reports of Ernst & Young LLP on the Company's financial statements for
the past two fiscal years did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope, or
accounting principles.

     In connection with the audits of the Company's financial statements for
each of the two fiscal years ended December 31, 2000, and in the subsequent
interim period, there were no disagreements with Ernst & Young LLP on any
matters of accounting principles or practices, financial statement disclosure,
or auditing scope and procedures which, if not resolved to the satisfaction of
Ernst & Young LLP would have caused Ernst & Young LLP to make reference to the
matter in their report. The Company has requested Ernst & Young LLP to furnish
it a letter addressed to the Commission stating whether it agrees with the above
statements. A copy of that letter, dated December 3, 2001 is filed as Exhibit
16.1 to this Form 8-K.

(b)  The Company engaged McGladrey & Pullen, LLP as its new independent
accountants as of December 3, 2001. Prior to this date, the Company did not
consult with McGladrey & Pullen, LLP regarding (i) the application of accounting
principles to a specified transaction, either completed or proposed, (ii) the
type of audit opinion that might be rendered on the Company's financial
statements, or (iii) any other matter that was the subject of a disagreement
between the Company and its former auditor as defined in paragraph 304(a)(1)(iv)
of Regulation S-K.


Item 7. Financial Statements and Exhibits

        (c)     Exhibits
                --------

        16.1    Letter from Ernst & Young LLP dated December 3, 2001









                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                    NANOPHASE TECHNOLOGIES CORPORATION


Date: December 4, 2001              By:   /s/ Joseph E. Cross
                                        ---------------------------------------
                                          Joseph E. Cross
                                          President and Chief Executive Officer



                                  EXHIBIT INDEX

Exhibit
Number          Description
- ------          -----------

16.1            Letter from Ernst & Young LLP dated December 3, 2001

EX-16

                                                                    Exhibit 16.1

December 3, 2001



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Gentlemen:

We have read Item 4 of Form 8-K dated December 3, 2001 of Nanophase Technologies
Corporation and are in agreement with the statements contained in the first,
second and third paragraphs therein. We have no basis to agree or disagree with
other statements of the registrant contained therein.




                                      /s/ Ernst & Young LLP