10KSB/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-KSB/A

(AMENDMENT No. 3)

(Mark
One)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004 or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to               

Commission file number 0-17171

URANIUM RESOURCES, INC.

(Name of Small Business Issuer in its Charter)

DELAWARE	75-2212772
(State of Incorporation)	(I.R.S. Employer Identification No.)
650 S. Edmonds Lane, Suite 108 Lewisville, Texas	75067
(Address of principal executive offices)	(Zip code)

(972) 219-3330

(Issuer’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, $.001 par value per share	None

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes ý  No o

Check if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.  o

The Issuers revenues for the year ended December 31, 2004 was $1,009,000.

The aggregate market value of the Common Stock of the Issuer held by non-affiliates at March 24, 2005 was approximately $47,900,000.

Number of shares of Common Stock outstanding as of March 24, 2005: 134,732,263 shares.

Documents Incorporated by Reference:

Items 10, 11, 12, 13 and 14 of Part III of this Form 10-KSB Report are incorporated by reference to the Registrant’s Definitive Proxy Statement for the Registrant’s 2005 Annual Meeting of Stockholders.

EXPLANATORY NOTE

This Amendment No. 3 on Form 10-KSB/A amends the Registrant’s Amendment No. 2 on Form 10-KSB/A, filed on July 28, 2005, Amendment No. 1 on Form 10-KSB/A, filed on April 26, 2005 and Annual Report on Form 10-KSB filed by the Registrant on March 31, 2005 with the Securities and Exchange Commission. Amendment No. 3 is being filed solely to amend the Exhibit List and certain exhibits filed thereunder.

In addition, we have filed the following Exhibit herewith:

10.30               Amendment #2 to Exhibit 10.28.

Except as othewise stated herein, no other information is amended by this Amendment No. 3 on Form 10-KSB/A.

URANIUM RESOURCES, INC.

ANNUAL REPORT ON FORM 10-KSB

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

TABLE OF CONTENTS

i

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Date: August 24, 2005
	URANIUM RESOURCES, INC.
	By:	/s/ PAUL K. WILLMOTT
		Paul K. Willmott, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Date
/s/ PAUL K. WILLMOTT
Paul K. Willmott,	August 24, 2005
Director, President and Chief Executive Officer
/s/ THOMAS H. EHRLICH
Thomas H. Ehrlich,	August 24, 2005
Vice President—Finance and Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ LELAND O. ERDAHL
Leland O. Erdahl, Director	August 24, 2005
/s/ GEORGE R. IRELAND
George R. Ireland, Director	August 24, 2005

1

EXHIBIT INDEX

Exhibit Number	Description
3.1*	Restated Certificate of Incorporation of the Company dated February 15, 2004 (filed with the Company’s Registration Statement on Form SB-2 dated July 26, 2004, SEC File Number 333-117653).
3.2*	Restated Bylaws of the Company (filed with the Company’s Form 8-K on April 14, 2005).
4.1*	Common Stock Purchase Agreement dated February 28, 2001 between the Company and Purchasers of the Common Stock of the Company (filed with the Company’s Annual Report on Form 10-KA dated July 26, 2001, SEC File Number 000-17171).
10.1*	Amended and Restated Directors Stock Option Plan (filed with the Company’s Form S-8 Registration No. 000-17171 on January 22, 1996).
10.2*	Amended and Restated Employee’s Stock Option Plan (filed with the Company’s Form S-8 Registration No. 333-00403 on January 24, 1996).
10.3*	Amended and Restated 1995 Stock Incentive Plan (filed with the Company’s Form SB-2 Registration No. 333-117653 on July 26, 2004).
10.4*	Non-Qualified Stock Option Agreement dated June 19, 2001 between the Company and Leland O. Erdahl (filed with the Company’s 10-QSB dated August 13, 2001, SEC File Number 000-17171).
10.5*	Non-Qualified Stock Option Agreement dated June 19, 2001 between the Company and George R. Ireland (filed with the Company’s 10-QSB dated August 13, 2001, SEC File Number 000-17171).
10.7*	Summary of Supplemental Health Care Plan (filed with Amendment No. 1 to the Company’s Form S-1 Registration Statement (File No. 33-32754) as filed with the Securities and Exchange Commission on February 20, 1990).
10.9*	License to Explore and Option to Purchase dated March 25, 1997 between Santa Fe Pacific Gold Corporation and Uranco, Inc. (filed with the Company’s Annual Report on Form 10-K dated June 30, 1997, SEC File Number 000-17171).
10.12*	Compensation Agreement dated June 2, 1997 between the Company and Paul K. Willmott (filed with the Company’s Annual Report on Form 10-K dated June 300, 1998, SEC File Number 000-17171).
10.13*	Compensation Agreement dated June 2, 1997 between the Company and Richard A. Van Horn (filed with the Company’s Annual Report on Form 10-K dated June 30, 1998, SEC File Number 000-17171).
10.14*	Compensation Agreement dated June 2, 1997 between the Company and Thomas H. Ehrlich (filed with the Company’s Annual Report on Form 10-K dated June 30, 1998, SEC File Number 000-17171).
10.15*	Compensation Agreement dated June 2, 1997 between the Company and Mark S. Pelizza (filed with the Company’s Annual Report on Form 10-K dated June 30, 1998, SEC File Number 000-17171).
10.16*	Uranium Resources, Inc. 1999 Deferred Compensation Plan (filed with the Company’s Annual Report on Form 10-K dated June 30, 1999, SEC File Number 000-17171).
10.17*	2000-2001 Deferred Compensation Plan (filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, SEC File Number 000-17171).
10.22*	Uranium Resources, Inc. Deferred Compensation Plan for 2002 (filed with the Company’s Quarterly Report on Form 10-QSB dated November 13, 2003, SEC File Number 000-17171).
10.23*	Uranium Resources, Inc. Deferred Compensation Plan for 2003 (filed with the Company’s Quarterly Report on Form 10-QSB dated November 13, 2003, SEC File Number 000-17171).
10.26*	2004 Directors Stock Option Plan dated June 2, 2004 (filed with the Company’s Registration Statement on Form SB-2 dated July 26, 2004, SEC File Number 333-117653).

E-1

10.27*	Contract for the Purchase of Natural Uranium Concentrates (U3O8) dated August 12, 2003 (filed with the Company’s Form 10-QSB/A, Amendment No. 2, dated August 24, 2005, SEC File Number 000-171711). (1)
10.28*	Contract for the Purchase of Natural Uranium Concentrates (U3O8) dated January 13, 2004 (filed with the Company’s Form 10-QSB/A, Amendment No. 2, dated August 24, 2005, SEC File Number 000-171711). (1)
10.29*	Amendment #1 to Exhibit 10.28 (filed with the Company’s Form 10-QSB/A, Amendment No. 2, dated August 24, 2005, SEC File Number 000-171711). (1)
10.30	Amendment #2 to Exhibit 10.28. (1)
10.31*	Note Purchase Agreement dated March 24, 2005 and promissory notes issued thereunder (filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, SEC File Number 000-17171).
14*	Uranium Resources, Inc. Code of Ethics for Senior Executives. filed with the Company’s Annual Report on Form 10-KSB dated March 30, 2004, SEC File Number 000-17171).
23*	Consent of Richard A. Douglas (filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, SEC File Number 000-17171).

*Not filed herewith.  Incorporated by reference pursuant to Rule 12b-32 under the Securities Exchange Act of 1934.

(1)Certain provisions have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

E-2

EX-10.30

Exhibit 10.30

“Certain portions of this Exhibit have been omitted and filed separately with the Commission
based upon a request for confidential treatment.”

February 21, 2005

Mr. Paul K. Willmott

President

Uranium Resources, Inc.

650 S. Edwards Lane, Suite 108

Dallas, Texas  75067

Dear Mr. P. Willmott,

With reference to your letter dated February 17, 2005, your request has been seriously considered by us, and now we hereby advise you of our acceptance for increasing the sales/purchase price by US$[redacted] per pounds for the 2004 and 2005 deliveries under the existing Contract dated January 13^th, 2004 as amended on August 19^th, 2004.  Our decision was made by taking account of our long term relationships between two companies and the fact of a long way difference between our agreed price in the Contract and the current uranium market price.

We hope the above our decision would tighten our long established relationships further and would lead valuable business opportunity on both you and us in the near future.

Sincerely yours,

[redacted]