CORRESP 1 filename1.htm LETTER

File Number: 57562-0040

Web site: www.langmichener.com

Direct Line: (604) 691-7445
Direct Fax Line: (604) 893-2679
E-Mail: tdeutsch@lmls.com

 

August 17, 2009

Delivered, via facsimile (to (703) 813-6982) and filed on EDGAR

The United States Securities and Exchange Commission
Division of Corporation Finance

100 F Street, N.E.
Washington, D.C.
U.S.A., 20549-4628

Attention:       H. Roger Schwall, Assistant Director

Dear Sirs/Mesdames:

Re:

Uranium Energy Corp. (the "Company")
File No. 333-160565
Registration Statement on Form S-3/A (Amendment No. 1) dated August 7, 2009
Acceleration Request for Registration Statement

          We are special counsel for the above-referenced Company and we are pleased to acknowledge receipt, on behalf of the Company, of the recent advice provided by telephone by Mr. Douglas Brown of the reviewing staff (the "Staff") of the United States Securities and Exchange Commission (the "SEC"), and confirming that Staff of the SEC has no further comments to the Company's Amendment No. 1 to its Registration Statement on Form S-3/A (the "Registration Statement"), which was previously filed on August 7, 2009, and thereby indicating that the SEC would now consider an acceleration request for effectiveness from the Company for its Registration Statement.

          Correspondingly, and on behalf of the Company, we now take this opportunity to enclose, as requested by Staff of the SEC, the Company's written acceleration request to the SEC, dated as at August 17, 2009, to the effect that its subject Registration Statement be permitted to become effective at 12:00 p.m. (noon), Washington, D.C. time, on Thursday, August 20, 2009, or as soon thereafter as is practicable. In this regard we confirm that the Company's acceleration request acknowledges that:

"(a) we are aware of our responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above-captioned registration statement;

(b) should the SEC or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the SEC from taking any action with respect to the filing;

(c) the action of the SEC 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

(d) the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States."

          While we now await the SEC's further advice we remain, always,

Yours very truly,

"Thomas J. Deutsch"

Thomas J. Deutsch
for Lang Michener LLP

Enclosed acceleration request by the Company
cc:          Mr. Douglas Brown, Division of Corporation Finance (w/ copy of Enclosure)
cc:          The Company (w/copy of Enclosure)