Mail Stop 3561

      August 30, 2005


Via U.S. Mail and Fax
Amir Adnani
Chief Executive Officer
Uranium Energy Corp.
318 Homer Street, Suite 401
Vancouver, British Columbia
Canada V6B 2V2

	Re:	Uranium Energy Corp.
		Form SB-2
		Filed August 4, 2005
		File No. 333-127185

Dear Mr. Adnani:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form SB-2

General

1. We note the disclosure on your web site that indicates your
company "is exploring a variety of proven uranium prospects..."
and
your "management group have a long history in the mining sector
with
considerable expertise in developing uranium ore bodies in the
continental United States."  Explain in your response letter how
these statements are consistent with the disclosure in your
prospectus that (a) you are a development stage company aimed at
exploring properties for the possibility of uranium deposits and
(b)
only one of your officers, Mr. Reneau, has experience in the
exploration of uranium reserves.

Fee Table, page 3
2. You state in footnote 3 to your fee table, on the cover page of
your prospectus, and elsewhere in the document, that you plan
having
your shares listed on the OTC Bulletin Board.  Please note that
the
OTC Bulletin Board is not an exchange, so securities are not
listed
on the OTC Bulletin Board, they are approved for trading.  Please
revise this statement throughout your prospectus.

About this Prospectus, page 6
3. Since Form SB-2 does not permit incorporation by reference,
please
remove any indication that you have done so.

Prospectus Summary, page 6
4. Because it appears your company is in the "exploration stage,"
as
defined by Securities Act Industry Guide 7(a)(4)(i), please revise
the statements on pages 6, 8, 15, and elsewhere in the document
that
suggest that you are engaged in the business of developing uranium
properties with strategies to mine and sell uranium ore to make
clear
that you are a development stage company.  Revise to clarify that
you
are in the business of acquiring and exploring properties for the
existence of uranium.  See also Instruction 1 to paragraph (a) of
Industry Guide 7.
5. Please revise to clarify that none of your properties contain
probable or proven uranium reserves, and that you will first need
to
explore those properties to determine if uranium exists on those
properties.
6. We note that you have "uranium targeted" data to aid in the
location and staking of leases.  Please revise to define the term
"uranium targeted" and indicate whether that data points to the
existence of uranium reserves, in light of your statement that you
do
not have any probable or proven uranium reserves in your
properties.






Risk Factors, page 8

General
7. We note numerous risk factors, such as "We are a New Entrant
Into
the Uranium Exploration and Mining Industry..." (page 9), "The
Business of Mining is Subject to Many Risks..." (page 9), "The
Uranium Exploration and Mining Industry is Highly Competitive..."
(page 11), that suggest Uranium Energy is in the business of
mining
uranium.  Because you do not have any proven or probable reserves,
it
appears your company is in the exploration stages.  Therefore,
please
remove any language or risk factors from this section suggesting
or
claiming you are in the business of mining uranium, and generally
revise your risk factors section to tailor the risks that your
particular company faces in the future, instead of focusing on
risks
faced by uranium mining companies.

Management`s Discussion and Analysis, page 15

Plan of Operation, page 15
8. Please include more detail (in Plain English) as to the basis
for
your belief that there are indications that uranium may exist in
economic concentrations.  In addition, provide us with any
materials
upon which you based your conclusion and explain how those
materials
led your management to believe uranium deposits may exist in
economic
concentrations.  We may have further comments upon review of your
response.
9. With regard to your South Texas properties, you state on page
16
that those properties have been the subject of "substantial
historical exploration by World Nuclear Corporation in the 1970`s
and
1980`s, and constitute the Company`s most prospective exploration
targets."  Please revise to further discuss World Nuclear
Corporation, its exploration of the properties, and the extent and
results of that exploration.  For example, clarify whether World
Nuclear identified any uranium reserves on the properties.  If
not,
explain the significance of World Nuclear`s exploration of the
properties, in relation to your planned exploration of the South
Texas sites.  In addition, provide to us, in connection with
responding to this comment, any research data, reports, or other
information used by your management to evaluate World Nuclear`s
historical exploration.
10. In your plan of operations, you state that $204,500 has been
budgeted for Phase I of your exploration efforts, that Phase I
will
take 12 months to implement, and that you will require additional
funding to implement your plan of operations beyond Phase I work
programs.  On page 17, however, you observe that you have adequate
funding for only the next six months of operations.  Please
explain
whether you will need additional funding to complete Phase I of
your
exploration, and if so, estimate the amount needed.  Identify the
sources of those funds.  Clarify whether your ability to pay for
Phase I exploration over the next 12 months will be impacted by
your
desire to pursue further property acquisitions and exploration.
11. Please revise to explain your plans for Phase II of your
exploration operations.  Explain whether actual drilling is
expected
to occur during this stage of your exploration.  Disclose your
estimate of how much additional financing will be needed to
complete
Phase II.  Discuss the likely effect the acquisition of additional
properties during the next twelve months will have on your ability
to
proceed to Phase II for your existing properties.

Results of Operations, page 17
12. You state in a risk factor on page 12 that "costs associated
with
environmental liabilities and compliance have increased over time,
and we expect those costs to continue to increase in the future."
Please revise to thoroughly discuss these increased costs in
Management`s Discussion and Analysis.  For example, explain why
these
costs have increased, and why you expect continued increases in
the
cost of environmental compliance.  Discuss the impact this has
had,
and will have, on your results of operations.  Clarify where this
expense has been included in your results of operations.

For the Period From January 1, 2005 to March 31, 2005, page 17
13. When revising Management`s Discussion and Analysis, please
include a discussion of your results of operations from the
quarter
ended March 31, 2004.  See Item 303(b)(2) of Regulation S-B.

Liquidity and Capital Resources , page 17
14. We note the statement that "[w]e expect that working capital
requirements will continue to be funded through a combination of
our
existing funds, cash flow from operations and further issuances of
securities."  Since you are a development stage company with no
operations to date, explain how cash flow from operations has
contributed to your working capital for the periods reported.

Recent Accounting Pronouncements, page 18
15. Please revise your discussion of recent accounting
pronouncements
to address the material implications of uncertainties associated
with
the methods, assumptions and estimates underlying your critical
accounting measurements, instead of merely duplicating the
description of accounting policies already disclosed in the notes
to
the financial statements.  For further guidance, please refer to
Section V of the Commission`s Interpretive Release No. 33-8350,
"Commission Guidance Regarding Management`s Discussion and
Analysis
of Financial Condition and Results of Operations," located on our
website at http://www.sec.gov/rules/interp/33-8350.htm.

16. For many of the accounting pronouncements you discuss under
this
section, you state that adoption of the pronouncement has not had
a
material impact on your financial statements.  Please revise to
remove your discussion of each accounting pronouncement that is
not
material.  You should only highlight accounting estimates or
assumptions where: (1) the nature of the estimates or assumptions
is
material due to the level of subjectivity and judgment necessary
to
account for highly uncertain matters or the susceptibility of such
matters to change; or (2) the impact of the estimates and
assumptions
on your financial condition or operating performance is material.

Description of Business, page 19

Uranium Properties, page 21
17. Please briefly describe your leases, including a discussion of
any conditions Uranium Energy must meet to retain the property and
the expiration date of the leases.
18. Explain the significance of your partial interest in your two
leased properties in South Texas.  Clarify whether your access to
those properties is restricted or limited by the rights of other
parties.  If so, clarify whether you have agreements with those
other
parties to freely enter and exit the properties.  Indicate whether
you are required to pay any fees to the holders of the other
interests in your South Texas properties for entry onto and exit
from
the lands.  Indicate whether those other parties will be entitled
to
payment if you do discover uranium on the properties.  Please
discuss
these matters here, and on page 16 under "Phase I Work Programs-
South
Texas Leases."
19. Please remove from the heading the words "uranium," as you
have
not established any proven or probable reserves of uranium on
those
properties.

Executive Compensation, page 24
20. Please file the consulting agreement with Randall Reneau as an
exhibit to your Form SB-2.
21. Reconcile your conflicting statements that "none of the
directors
or officers of our company were compensated for their roles as
directors or executive officers" with the compensation disclosure
for
Mr. Adnani, Mr. Reneau, and Mr. Lindsay for 2004.

Selling Shareholders, page 29
22. It appears that Newport Capital Corp. is a registered broker-
dealer.  Please revise to identify Newport as an underwriter with
respect to sales of any of its shares in this offering.  Tell us
in
your response letter if any of the other selling shareholders are
affiliated with Newport Capital Corp. and identify those selling
shareholders.

In addition, tell us in your response letter whether Isaiah
Capital
Trust, Thomas O`Neill Management Corp., Verona Capital
International,
Princeton Estate Company, Inc., BVI, and Jenirob Company Ltd. are
broker-dealers, and if so, identify those entities and any selling
shareholders affiliated with those broker-dealers as underwriters
in
connection with the sale of their securities.

Where You Can Find More Information, page 33
23. Please revise to indicate that the Securities and Exchange
Commission`s new address is 100 F St. NE, Washington, DC 20549.

Report of Independent Registered Public Accounting Firm, page 36
24. Ask your independent accounting firm to revise their report to
indicate in the third paragraph that the financial statements are
presented in conformity with U.S. generally accepted accounting
principles, if true.  Refer to the guidance in Auditing Standard
No
1.

Financial Statements, page 37

25. Update the financial statements and other financial
information
in the filing to include the interim period ended June 30, 2005.
See
Item 310(g) of Regulation S-B.

Note 4 Convertible Debentures, page 45

26. Tell us in your response to this comment how you applied the
guidance in EITF 98-5 and EITF 00-27 in evaluating whether the
modified convertible debt included a beneficial conversion feature
for the portion of the debt with a conversion rate of $0.002 per
share.  Discuss how you considered the sale of shares in a private
placement at $0.30 per share on August 23, 2004 in your analysis.

Note 5 Capital Stock, page 46

27. We note that you issued shares of common stock to your new
management team and consultants on December 7, 2004 at a price of
$0.002 per share.  On December 31, 2004 you issued 1,452,509
shares
in a private placement at $0.30 per share.  Tell us in your
response
to this comment how you estimated the fair value of your common
stock
in determining the amount of compensation to recognize for
services.

*	*	*	*

      As appropriate, please amend your Form SB-2 in response to
these comments.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please file on EDGAR a cover
letter with your amendment that keys your responses to our
comments
and provides any requested information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the Company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures that
they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the Company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they may relate to the proposed public
offering of the securities specified in the above registration
statement.  We will act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Nasreen Mohammed, Staff Accountant, at (202)
551-3773, or Terry French, Accountant Branch Chief, at (202) 551-
3828
if you have questions regarding comments on the financial
statements
and related matters.  Please contact Derek Swanson, Staff
Attorney,
at (202)551-3366, or me at (202) 551-3810 with any other
questions.


								Sincerely,



								Larry Spirgel
								Assistant Director


cc:

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Amir Adnani
Uranium Energy Corp.
August 30, 2005
Page 1