8-K

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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):  June 18, 1999


                             URANIUM RESOURCES, INC.
              ----------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            Delaware                     0-17171                 75-2212772
 ------------------------------     ----------------------     ---------------
(STATE OR OTHER JURISDICTION OF    (COMMISSION FILE NUMBER)   (I.R.S. EMPLOYER
         INCORPORATION)                                      IDENTIFICATION NO.)



12750 Merit Drive, Suite 1020, Dallas, Texas                        75251
- --------------------------------------------                        -----
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                        ZIP CODE


                                  972-387-7777
               --------------------------------------------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)




                                 Not Applicable
           -----------------------------------------------------------
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)




              Exhibit Index Begins on Sequentially Numbered Page 4






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ITEM 5. OTHER EVENTS.

         On June 18, 1999, the stockholders of Uranium Resources, Inc. (the
"Company") approved an amendment to the Company's Certificate of Incorporation
to increase the number of shares of authorized common stock from 25,000,000 to
35,000,000. The Certificate of Amendment of Restated Certificate of
Incorporation was filed with the State of Delaware on June 22, 1999.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

        (c) EXHIBITS.

            3.1 - Certificate of Amendment of Restated Certificate of
                  Incorporation of Uranium Resources, Inc. filed June 22, 1999.


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                                   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 thereunto duly authorized.

                                          URANIUM RESOURCES, INC.




Date:    June 23, 1999                    /s/ PAUL K. WILLMOTT
                                          --------------------------------------
                                          Paul K. Willmott
                                          President, Chief Executive Officer
                                          and Chairman of the Board of Directors



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                                  EXHIBIT INDEX




Exhibit No.   Exhibit Description                                      Page
- -----------   -------------------                                      ----
                                                                 
  3.1         Certificate of Amendment of Restated Certificate         E-1
              of Incorporation of Uranium Resources, Inc. filed
              June 22, 1999.




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EX-3.1

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                                                                     EXHIBIT 3.1


                             URANIUM RESOURCES, INC.

                           CERTIFICATE OF AMENDMENT OF
                      RESTATED CERTIFICATE OF INCORPORATION

         The undersigned, Paul K. Willmott, the duly elected and acting
Chairman, Chief Executive Officer and President of Uranium Resources, Inc., a
Delaware corporation (the "Corporation"), does hereby certify as follows:

         First: That the Board of Directors of the Corporation, in accordance
with Section 242 of the Delaware General Corporation Law adopted resolutions
setting forth a proposed amendment of the Restated Certificate of Incorporation
of the Corporation, declaring said amendment to be advisable and calling for the
stockholders of the Corporation to consider said amendment at the next Annual
Meeting of the Stockholders, to be held on June 18, 1999.

         Second: That thereafter, upon notice in accordance with Section 222 of
the Delaware General Corporation Law, the Annual Meeting of the Stockholders was
held on June 18, 1999 and, at that meeting, the necessary number of shares as
required by statute were voted in favor of the amendment.

         Third: That the amendment deletes Article 4 of the Restated Certificate
of Incorporation in its entirety and replaces Article 4 of the Restated
Certificate of Incorporation with the following:

                                    ARTICLE 4

         The aggregate number of shares which the corporation has authority to
issue is Thirty-Five Million (35,000,000) shares, $.001 par value per share. The
shares are designated as common stock and have identical rights and privileges
in every respect. The holders of the stock of the corporation shall have no
preemptive rights to subscribe for any securities of the corporation.

         Fourth: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law.


                                      E-1
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         IN WITNESS WHEREOF, the undersigned has executed this Certificate on
June 22, 1999.

                                      /s/ PAUL K. WILLMOTT
                                      ------------------------------------------
                                      Paul K. Willmott, Chairman,
                                      Chief Executive Officer and President


                                      E-2