SOLESENCE, INC. — Director's Dealing 2006

Feb 3, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NANOPHASE TECHNOLOGIES CORPORATION (NANX)
CIK: 0000883107
Period of Report: 2006-02-01

Reporting Person: SIEGEL RICHARD W (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-01	Common Stock	M	13896	$1.727	Acquired	13896	Direct
2006-02-01	Common Stock	S	13896	$7.76	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-01	Common Stock (right to buy)	$1.727	M	13896	Acquired	2006-03-01	Common Stock (13896)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	232372	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock (right to buy)	$3.886	2006-11-07	Common Stock (23160)	23160	Direct
Common Stock (right to buy)	$5.250	2008-06-10	Common Stock (2000)	2000	Direct
Common Stock (right to buy)	$3.8125	2008-07-31	Common Stock (11600)	11600	Direct
Common Stock (right to buy)	$9.920	2011-06-05	Common Stock (2000)	2000	Direct
Common Stock (right to buy)	$3.780	2012-11-25	Common Stock (2000)	2000	Direct
Common Stock (right to buy)	$5.07	2013-06-26	Common Stock (2000)	2000	Direct
Deferred Common Stock	$		Common Stock (1081)	1081	Direct

Footnotes

F1: Subject to certain restrictions, beginning on this date, the options vest in five equal annual installments.

F2: Subject to certain restrictions, 19,177 of these options vest in five equal annual installments beginning on 11/7/97, with the remainder vesting on 11/7/04.

F3: Subject to certain restrictions, beginning on this date, the options vest in three equal annual installments.

F4: 1,081 shares of common stock were to be granted under the Company's 2005 Non-Employee Director Restricted Stock Plan. Such shares are vested immediately but subject to certain transfer restrictions. Pursuant to such plan, the reporting person elected to defer receipt of such shares and receive instead 1,081 shares of deferred common stock which will be accounted for under the Company's Non-Employee Director Deferred Compensation Plan.

F5: The deferred common stock becomes payable upon the reporting person's termination of service as a director of the Company.

F6: Each share of deferred common stock represents a right to receive one share of common stock.