THE O'NEAL LAW FIRM, P.C.
                           17100 East Shea Boulevard
                                  Suite 400-D
                         Fountain Hills, Arizona 85268
                              (480) 812-5058 (Tel)
                              (480) 816-9241 (Fax)

                                November 8, 2005

Larry Spiregal
Division of Corporate Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re: Uranium Energy, Inc.
    Amendment No. 1 to Form SB-2
    Filed October 25, 2005
    File No. 333-127185

Dear Mr. Spirgel:

We are writing in  response to your  comment  letter  dated  November 4, 2005 in
connection  with the  above-referenced  filing.  The  numbered  responses  below
correspond to your numbered comments.

     1.  Selling  Shareholders,  page 38 - The Company  received  an  additional
     subscription  for  200,000  common  shares in the capital of the Company at
     $0.50 per share  pursuant to a U.S. Seed Capital  Share  Private  Placement
     Subscription  Agreement dated for reference  September 14, 2005 between the
     Company and Michael Baybak.  The Company  received  $100,000 as payment for
     the  subscription  on  September  16,  2005.  The Board of Directors of the
     Company  accepted  the  subscription  on  September  16, 2005 and  resolved
     pursuant to a consent  resolution dated September 30, 2005 to issue 200,000
     shares to  Michael  Baybak.  The  purpose  of the  issuance  of shares  and
     acceptance of the  subscription  was to further provide funding and working
     capital for the Company to advance its business concept. Michael Baybak has
     been  a  past  investor  to the  Company  and  was  interested  in  further
     investment. The Company relies on exemptions from registration set forth in
     Regulation D of the Securities Act.

     2. Selling Shareholders, page 38 - According to the Agreement dated October
     11, 2005  between  Brad A. Moore and the  Company,  (the  "Agreement")  and
     pursuant to  provision  2.2 (b) (i) of the same  Agreement  attached to the
     First Amended  Registration  Statement as Exhibit 4.2, that shares issuable
     shall be to "the order and direction of the  Optionor".  The  "Optionor" in
     the  Agreement  is  defined  as  "Brad  A.  Moore  ...  and the  Optionor's
     Associates and  Affiliates,  as the case may be". As a result,  the Company
     received a direction  from the "Optionor" to issue the first 500,000 shares
     issuable under the Agreement in two equal  denominations  of 250,000 shares
     each to Brad Moore and Clyde Yancy. The information in the "Recent Sales of
     Unregistered   Securities"  section  of  the  Second  Amended  Registration
     Statement of the Company dated November 8, 2005 includes  additional detail
     that resolves the apparent contradiction in the selling shareholders table.

Please do not hesitate to contact us if you have any further questions.

Very truly yours,



/s/William D. O'Neal
---------------------------
   William D. O'Neal