As filed with the Securities and Exchange Commission on May 17, 2006

Registration No.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
Under

The Securities Act of 1933

URANIUM RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware		75-2212772
(State or jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

650 South Edmonds, Suite 108, Lewisville, TX 75607

(Address and zip code of principal executive office)

URANIUM RESOURCES, INC.

2004 STOCK INCENTIVE PLAN

THOMAS H. EHRLICH

650 South Edmonds, Suite 108

Lewisville, TX 75607

972-219-3330

(Name, Address and Telephone Number of Agent for Service)

Copies to:

ALFRED C. CHIDESTER

Baker & Hostetler LLP

303 East 17^th Avenue Suite 1100

Denver, Colorado 80203

Phone No.: 303-764-4091

Fax No.: 303-861-2307

CALCULATION OF REGISTRATION FEE

Title of securities to registered	Amount to be registered (1)	Proposed maximum offering price per share (2)		Proposed maximum aggregate offering price (2)		Amount of registration fee (2)
Common Stock, par value $.001 per share (3)	1,750,000	$	6.16	$	10,780,000	$	1,153.46	(4)

(1) The maximum number of shares which may be sold upon exercise of options granted under the Plan is subject to adjustment in accordance with the anti-dilution and other provisions of the Plan. Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as amended (“Securities Act”), this Registration Statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable after the operation of any Plan Provision.

(2) Estimated solely for purposes of calculating the registration fee pursuant to the provisions of Rule 457 under the Securities Act, as amended (the “Act”). The proposed maximum offering price per share is based upon the market price of $6.97 per share as of May 10, 2006, the average high and low price of the Common Stock as of such date. The proposed maximum aggregate offering price is based upon the proposed maximum offering price per share multiplied by the respective total number of shares of Common Stock to be registered.

(3) Relates solely to shares of Common Stock issuable under the Uranium Resources, Inc. 2004 Stock Incentive Plan, all of which may be issued pursuant to the terms of the Uranium Resources, Inc. 2004 Stock Incentive Plan.

(4) Pursuant to Rule 429 of the Act, the Re-Offer Prospectus included herein also relates to (a) 8,500 shares of Common Stock included in the Registration Statement on Form S-8, File No. 333-00349, relating to the Company’s Amended and Restated Directors’ Stock Option Plan; (b) 3,000,000 shares of Common Stock included in the Registration Statement on Form S-8, File No. 333-00405, relating to the Company’s Amended and Restated 1995 Stock Incentive Plan; (c) 50,000 shares of Common Stock included in the Registration Statement on Form S-8, File No. 333-05617 relating to the Company’s Option Grants to Leland O. Erdahl and George R. Ireland; (d) 1,250,000 shares of Common Stock included in the Registration Statement on Form S-8, File No. 333-119661, relating to the Company’s 2004 Directors’ Stock Option Plan; and (e) 1,007,190 shares of Common Stock included in the Registration Statement on Form S-8, File No. 333-119661, relating to the Company’s Deferred Compensation Plans in effect for the years 1999 through 2004. The filing fees in connection with the Registration Statements referenced herein were previously paid at the time of filing, based on the then applicable fees.

Explanatory Note

Uranium Resources, Inc. (the “Registrant”) has prepared this Registration Statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”). This Registration Statement registers 1,750,000 shares of the Company’s Common Stock which may be issued from time to time to participants under the 2004 Stock Incentive Plan (the “2004 Plan”) and 4,938,665 shares of Common Stock for re-offer and/or re-sale by the individuals listed under the Selling Stockholder section of the re-offer prospectus (collectively, the “Selling Stockholders”) under the 2004 Plan as well as the following additional benefit plans:

1. Amended and Restated Directors’ Stock Option Plan;

2. Amended and Restated 1995 Stock Incentive Plan;

3. The Leland O. Erdahl and George R. Ireland Option Grant;

4. 1999 Deferred Compensation Plan;

5. 2000-2001 Deferred Compensation Plan;

6. 2002 Deferred Compensation Plan;

7. 2003 Deferred Compensation Plan;

8. 2004 Deferred Compensation Plan; and

9. 2004 Directors’ Stock Option Plan.

The Registration Statement on Form S-8 and the file number for each respective Plan registered under prior registration statements is included at the bottom of the facing page under footnote (4) as required by Rule 429 of the Securities Act. Pursuant to Rule 429, this Registration Statement on Form S-8 shall act, upon effectiveness, as a post-effective amendment to each Registration Statement specified under footnote (4) on the facing page. Notwithstanding anything to the contrary herein, registration of the Selling Stockholders’ Common Stock does not necessarily mean that the Selling Stockholders will offer or sell the shares.

This Registration Statement consists primarily of two parts. The first part contains a re-offer prospectus prepared in accordance with Part I of Form S-3 (in accordance with Instructions B(3) and C of the General Instructions to Form S-8). The second part contains information required in the Registration Statement pursuant to Part II of Form S-8.

RE-OFFER PROSPECTUS

4,938,665 Shares of Common Stock

for Resale by Certain Stockholders

Uranium Resources, Inc.

This Prospectus relates to the resale of up to 4,938,665 shares of the Common Stock, par value $0.001 per share, of Uranium Resources, Inc. (“Company”) that may be offered and sold, from time to time, by the Selling Stockholders identified under the caption “SELLING STOCKHOLDERS” in this Prospectus. The shares were acquired by the Selling Stockholders pursuant to the following Company benefit plans: the Amended and Restated 1999 Deferred Compensation Plan, the Deferred Compensation Plan for 2000 and 2001, the Deferred Compensation Plan for 2002, the Deferred Compensation Plan for 2003 and the Deferred Compensation Plan for 2004 (each as amended, collectively, the “Deferred Compensation Plans”); the Amended and Restated Directors’ Stock Option Plan and the 2004 Director’s Stock Option Plan (collectively, the “Directors’ Plans”); the Amended and Restated 1995 Stock Incentive Plan and the 2004 Stock Incentive Plan (collectively, the “Employees' Plans”); and the Leland O. Erdahl and George R. Ireland Option Grants (the “Option Grants”). Collectively, the Deferred Compensation Plans, the Directors Plan, the Employees' Plan and the Option Grants are referred to herein as the “Plans.” The registration of the Common Stock by the Selling Stockholders does not necessarily mean that the Selling Stockholders will offer or sell their respective shares.

The offering price for shares sold by Selling Stockholders will be negotiated through private transactions or will be at the prevailing market price as quoted on any exchanges on which the Company’s shares are traded at the time of sale. Selling Stockholders may sell their shares directly or through agents or broker-dealers acting as agents on behalf of such Selling Stockholders. The Selling Stockholders may engage brokers, dealers or agents, who may receive commissions or discounts from the Selling Stockholders.

Uranium Resources will not receive any of the proceeds from sales of shares by Selling Stockholders. Uranium Resources will pay substantially all the expenses incident to the registration of the shares, except for sales commissions and other expenses of Selling Stockholders applicable to sales of their respective shares.

Uranium Resources’ Common Stock is not currently listed on any national securities exchange or the NASDAQ Stock Market. Uranium Resources’ Common Stock is quoted on the Over-the-Counter Bulletin Board under the symbol URRE. On May 16, 2006, the last reported sales price of Uranium Resources’ Common Stock was $6.05 per share.

Before you make your investment decision, please read carefully the “RISK FACTORS” section beginning on page 7, where specific risks associated with these securities are described.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	4

AVAILABLE INFORMATION	4

RE-OFFER PROSPECTUS SUMMARY	6

The Offering	6

Our Company	6

RISK FACTORS	7

SELLING STOCKHOLDERS	11

PLAN OF DISTRIBUTION	12

DESCRIPTION OF CAPITAL STOCK	14

EXPERTS	14

VALIDITY OF THE SECURITIES	14

INDEMNIFICATION OF DIRECTORS AND OFFICERS	15

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT	II-1

SIGNATURES	S-1

EXHIBIT INDEX	E-1

You should rely only on the information contained or incorporated by reference in this Re-Offer Prospectus. We have not authorized anyone to provide you with information that is different. The Selling Stockholders are offering to sell the Common Stock registered hereunder only where it is legal to sell these securities. The information contained or incorporated in this document may only be accurate on the date of this document.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date of the filing of this Registration Statement and prior to the filing of a post-effective amendment indicating that all securities registered hereunder have been sold, or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of the filing of such documents. The documents listed in (a) through (i) below are incorporated by reference in this Prospectus. Information that we file later with the Commission will automatically update and supersede the information contained in these documents. The following documents can be accessed through the Company's web site at www.uraniumresources.com.

(a) The Company’s Annual Report on Form 10-KSB, as amended, for the fiscal year ended December 31, 2005.

(b) The Company's Quarterly Report on Form 10-Q, filed May 15, 2006.

(d) The Company’s Current Report on Form 8-K, filed April 11, 2006.

(e) The Company’s Current Report on Form 8-K, filed April 6, 2006.

(f) The Company’s Current Report on Form 8-K, filed February 23, 2006.

(g) The Company’s Current Report on Form 8-K, filed January 9, 2006.

(h) The description of such class of securities which is contained in the Company's registration statement on Form S-1 dated May 10, 2006, SEC File Number 333-133960.

(i) All other reports filed by the Registrant with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 2005.

AVAILABLE INFORMATION

On May 17, 2006, the Company filed with the Securities and Exchange Commission (“Commission”) a registration statement on Form S-8 under the Securities Act with respect to the Common Stock issuable pursuant to the 2004 Stock Incentive Plan (“Registration Statement”). This Prospectus is part of that Registration Statement, but does not contain all of the information set forth in the Registration Statement, certain parts of which have been omitted in accordance with the rules and regulations of the Commission. The Registration Statement, including the attached exhibits and schedules, contains additional relevant information about the Company.

Statements in this Re-Offer Prospectus as to the contents of any contract or document are not necessarily complete and in each instance reference is made to the copy of that contract or document filed as an exhibit to the Registration Statement or as an exhibit to another filing, each such statement being qualified in all respects by such reference and the exhibits and schedules thereto.

RE-OFFER PROSPECTUS SUMMARY

This summary of selected information from this Prospectus highlights information included elsewhere in or incorporated by reference in this Re-Offer Prospectus and thus does not contain all information that may be important to you. This Prospectus includes specific terms of this offering, information about our business and certain financial data. We encourage you to read this Prospectus in its entirety, including the risk factors on page 7, before making an investment decision.

The Offering

Trading Symbol		URRE

Common Stock Outstanding		51,568,589 shares of Common Stock.

Common Stock Offered by Selling Stockholders		4,938,665 shares of Common Stock. This represents 8.7% of the total outstanding shares of Company Common Stock, assuming that all shares registered hereunder are issued to the Selling Stockholders pursuant to the terms of the respective Plans.

Use of Proceeds		We will not receive any of the proceeds from sales of shares of Common Stock registered hereunder by the Selling Stockholders. We will pay substantially all the expenses incident to the registration of such shares, except for sales commissions and other expenses of Selling Stockholders.

Our Company

We were organized in 1977 to mine uranium in the United States using the in situ leach mining process, a process in which groundwater fortified with oxidizing agents is pumped into the ore body causing the uranium contained in the ore to dissolve. The resulting solution is pumped to the surface where it is further processed to a dried form of uranium that is shipped to conversion facilities for sale to our customers. This process is generally more cost effective and environmentally benign than conventional mining techniques. Our properties are located in South Texas and New Mexico.

RISK FACTORS

Investing in our Common Stock will provide you with an equity ownership in Uranium Resources. As one of our stockholders, you will be subject to risks inherent to our business. The trading price of your shares will be affected by the performance of our business relative to, among other things, competition, market conditions and general economic and industry conditions. The value of your investment may decrease, resulting in a loss. You should carefully consider the following factors as well as other information contained in this Prospectus before deciding to invest in shares of our Common Stock.

The factors identified below are important factors (but not necessarily all of the important factors) that could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, the Company pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Where any such forward- looking statement includes a statement of the assumptions or bases underlying such forward-looking statement, we caution that, while we believe such assumptions or bases to be reasonable and make them in good faith, assumed facts or bases almost always vary from actual results, and the differences between assumed facts or bases and actual results can be material, depending upon the circumstances. Where, in any forward-looking statement, the Company, or its management, expresses an expectation or belief as to the future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result, or be achieved or accomplished. Taking into account the foregoing, the following are identified as important risk factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, the Company.

Our ability to function as an operating mining company is dependent on our ability to mine our properties at a profit sufficient to finance further mining activities and for the acquisition and development of additional properties.

Our ability to operate on a positive cash flow basis is dependent on mining sufficient quantities of uranium at a profit sufficient to finance our operations and for the acquisition and development of additional mining properties.

Our inability to obtain financial surety would threaten our ability to continue in business.

Future bonding requirements will increase significantly when future development and production occurs at our sites in Texas and New Mexico. The amount of the bonding for each producing property is subject to annual review and revision by regulators. We expect that the issuer of the bonds will require us to provide cash collateral equal to the face amount of the bond to secure the obligation.

Because we have limited capital, inherent mining risks pose a significant threat to us.

Because we are small with limited capital, we are unable to withstand significant losses that can result from inherent risks associated with mining, including environmental hazards, industrial

accidents, flooding, interruptions due to weather conditions and other acts of nature. Such risks could result in damage to or destruction of our wellfield infrastructure and production facilities, as well as to adjacent properties, personal injury, environmental damage and processing and production delays, causing monetary losses and possible legal liability.

More stringent federal and state regulations could adversely affect our business.

If we are unable to obtain or maintain permits or water rights for development of our properties or otherwise fail to manage adequately future environmental issues, our operations could be materially and adversely affected. We have expended significant resources, both financial and managerial, to comply with environmental protection laws, regulations and permitting requirements and we anticipate that we will be required to continue to do so in the future. Although we believe our properties comply in all material respects with all relevant permits, licenses and regulations pertaining to worker health and safety as well as those pertaining to the environment and radioactive materials, the historical trend toward stricter environmental regulation may continue.

The volatility of uranium prices makes our business uncertain.

The volatility of uranium prices makes long-range planning uncertain and raising capital difficult. The price of uranium is affected by numerous factors beyond our control, including the demand for nuclear power, political and economic conditions, and legislation and production and costs of production of our competitors.

The only market for uranium is nuclear power plants, and there are only a few customers.

We are dependent on a small number of electric utilities that buy uranium for nuclear power plants. Because of the limited market for uranium, a reduction in purchases of newly-produced uranium by electric utilities for any reason (such as plant closings) would adversely affect the viability of our business.

The price of alternative energy sources affects the demand for and price of uranium.

The attractiveness of uranium as an alternative fuel to generate electricity is to some degree dependent on the prices of oil, gas, coal and hydro-electricity and the possibility of developing other low cost sources for energy.

Public acceptance of nuclear energy is uncertain.

Maintaining the demand for uranium at current levels and future growth in demand will depend upon acceptance of nuclear technology as a means of generating electricity. Lack of public acceptance of nuclear technology would adversely affect the demand for nuclear power and increase the regulation of the nuclear power industry.

Our inability to obtain insurance would threaten our ability to continue in business.

We currently have liability and property damage insurance that we believe is adequate. However, the insurance industry is undergoing change and premiums are being increased. If premiums should increase to a level we cannot afford, we could not continue in business.

If we cannot add additional reserves to replace production in the future, we would not be able to remain in business.

Our future uranium production, cash flow and income are dependent upon our ability to mine our current properties and acquire and develop additional reserves. There can be no assurance that our properties will be placed into production or that we will be able to continue to find and develop or acquire additional reserves.

Competition from better-capitalized companies affects prices and our ability to acquire properties and personnel.

There is global competition for uranium properties, capital, customers and the employment and retention or qualified personnel. In the production and marketing of uranium there are about 15 major producing entities, some of which are government controlled and all of which are significantly larger and better capitalized than we are. We also compete with uranium recovered from the de-enrichment of highly enriched uranium obtained from the dismantlement of United States and Russian nuclear weapons and imports to the United States of uranium from the former Soviet Union.

Competition from over 35 small companies affects our ability to acquire properties and personnel and retain existing personnel.

There are a handful of entities newly entered in the market that compete with us for properties and are attempting to become licensed to operate ISL facilities. In addition, we are aware several entities have expressed interest in hiring certain of our employees. To retain key employees, we may face increased compensation costs, including, potential new option grants.

Over 35.5% of our shares of Common Stock is controlled by Principal Stockholders and Management.

Over 35.5% of our Common Stock is controlled by four stockholders of record. In addition, our directors and officers are the beneficial owners of about 5.5% of our Common Stock. This includes with respect to both groups shares that may be purchased upon the exercise of outstanding options. Such ownership by the Company’s principal shareholders, executive officers and directors may have the effect of delaying, deferring, preventing or facilitating a sale of the Company or a business combination with a third party.

The availability for sale of a large amount of shares may depress the market price for our Common Stock.

The Company has 51,568,589 shares of Common Stock currently outstanding, of which 52.3% or 27,129,622 shares are owned by non-affiliates of the Company and are freely

SELLING STOCKHOLDERS

This Re-Offer Prospectus covers offers and sales from time to time by Selling Stockholders of up to 4,938,665 shares of the Company’s Common Stock, to be issued to the Selling Stockholders pursuant to the terms of the respective Plans. Under Rule 416 of the Securities Act, the Selling Stockholders may also offer and sell Common Stock issued to the Selling Stockholders are a result of, among other things, stock splits, stock dividends and other similar events that affect the number of Common Shares held by the Selling Stockholders. However, registrations of the Selling Stockholders’ Common Stock does not necessarily mean that the Selling Stockholders will offer or sell any of their shares. The Selling Stockholders are or may become affiliates of the Company pursuant to Rule 144 of the Securities Act.

The following table sets forth, as of April 30, 2006, the name of each of the Selling Stockholders, the nature of his, her or its position, office, or other material relationship to the Company or its subsidiaries within the most recent past three years, and the number of shares of Common Stock which each such Selling Stockholder owned of record as of the date of this Prospectus. The table also sets forth the number of shares of Common Stock owned by each Selling Stockholder that are offered for sale by this Prospectus and the number and percentage of shares of Common Stock to be held by each such Selling Stockholder assuming the sale of all the shares offered hereby. The Company may supplement this Prospectus from time to time to disclose the names, relationships to the Company and holding of Securities of additional Selling Stockholders. No statement contained herein nor the delivery of this Prospectus in connection with a sale by any Selling Stockholder shall be deemed an admission by the Company or such Selling Stockholder that such Selling Stockholder is in a control relationship with the Company within the meaning of the Securities Act.

Name and Relationship To Company if any(1)	Number of Shares of Common Stock Owned as April 30, 2006 (4)	Maximum Number of Shares to be Sold Pursuant to this Offering (5)	Number of Shares of Common Stock to be Held Assuming Sale of all the Shares Offered Hereby (5)	Percentage of Common Stock to be Held Assuming Sale of all the Shares Offered Hereby (6)
Paul K. Willmott(2)(3)	1,502,332	1,362,875	139,457		*
Richard A. Van Horn(2)	679,333	666,000	13,333		*
Thomas H. Ehrlich(2)	630,549	622,449	8,100		*
Mark S. Pelizza(2)	580,155	512,275	67,880		*
Craig S. Bartels (2)	506,601	500,000	6,601		*
William M. McKnight, Jr.(2)	250,000	250,000	0		*
Leland O. Erdahl(3)	263,205	254,937	8,268		*
George R. Ireland(3)(7)	1,792,514	241,500	1,551,014		*
Rudolf J. Mueller	3,065,157	56,250	3,008,907	5.83	%
Laura A. Greig	38,665	38,646	18		*
J. Michael Russell	54,296	50,000	4,296		*
James C. Kegebein	87,483	87,483	0		*
Dain A. McCoig	85,000	85,000	0		*
Michael J. Maxson	26,875	26,875	0		*
Salome J. Espinosa	28,125	28,125	0		*
Thomas J. Cremar	23,750	23,750	0		*
Daniel R. Garza	13,750	13,750	0		*
Ronald E. Grant	61,250	61,250	0		*
Michael W. Hendricks	7,500	7,500	0		*
Hugo Berlanga	50,000	50,000	0		*

(1) Except as otherwise noted, none of the Selling Stockholders is a director or executive officer of the Company.

(2) Executive Officer of the Company.

(3) Director of the Company.

(4) Assumes the future issuance of all shares of Common Stock issuable under the terms of the respective Plans.

(5) Consists of shares of Common Stock that may be issued in the future pursuant to the terms of the Plans.

(6) Does not include percentages of less than 0.1%.

(7) Includes 1,533,334 shares owned by Geologic Resource Fund LP and Geologic Resource Fund Ltd. Mr. Ireland serves as managing partner of these funds.

PLAN OF DISTRIBUTION

The number of shares registered for resale by the Selling Stockholders and covered by this Prospectus is 4,938,665 and represents 8.7% of the total outstanding shares of Common Stock, assuming all shares registered hereunder are issued pursuant to the terms of the respective Plans. However, registration of the Selling Stockholders’ Common Stock does not necessarily mean that the Selling Stockholders will offer or sell the shares. The Securities may be sold from time to time by the Selling Stockholders or by pledgees, donees, transferees or other successors in interest. Such sales may be made in the over-the-counter market at prices and on terms then prevailing or in negotiated transactions.

All costs, expenses and fees in connection with the registration of the Securities will be borne by us. Commissions, discounts and transfer taxes, if any, attributable to the sales of the Securities will be borne by the Selling Stockholders. Brokers may receive compensation in the form of customary brokerage commissions, discounts or concessions from Selling Stockholders in amounts to be negotiated in connection with sales pursuant hereto. Such brokers or dealers and any other participating brokers or dealers may be deemed to be “underwriters” within the meaning of the Securities Act, in connection with such sales and any such commission, discount or concession may be deemed to be underwriting discounts or commissions under the Securities Act.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company, the Company has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court

DESCRIPTION OF CAPITAL STOCK

Common Stock

The Company’s authorized capital stock consists of 200,000,000 shares of Common Stock, par value $0.001 per share. As of April 28, 2006, 51,568,589 shares of Common Stock were issued and outstanding, all of which are fully paid and non-assessable. There are no preemptive, subscription, conversion or redemption rights pertaining to the Company’s Common Stock. The absence of preemptive rights could result in a dilution of the interest of existing stockholders should additional shares of Common Stock be issued. Holders of the Company’s Common Stock are entitled to receive such dividends as may be declared by the Board of Directors out of assets legally available therefor and to share ratably in the assets of the Company upon liquidation.

Each share of Common Stock is entitled to one vote for all purposes and cumulative voting is not permitted in the election of directors. Accordingly, the holders of more than fifty percent of all of the outstanding shares of Common Stock can elect all of the directors. Matters to be voted upon by the holders of Common Stock require the affirmative vote of a majority of the shares present at the stockholders meeting.

Transfer Agent and Registrar

Corporate Stock Transfer, Denver, Colorado, is the transfer agent and registrar for the Common Stock.

EXPERTS

The consolidated financial statements incorporated in this Prospectus have been included in reliance on the report of Hein & Associates LLP, independent registered public accountants, given on the authority of said firm as experts in accounting and auditing.

Certain information regarding the Company’s Uranium Reserves Mineralized Materials is incorporated herein on reliance on the Douglas Report submitted by Richard F. Douglas, Ph.D., independent geologist, given on the authority of Mr. Douglas as an expert in the field of geology.

VALIDITY OF THE SECURITIES

The validity of the Securities offered hereby was passed upon for the Company by Baker & Hostetler LLP, our legal counsel. Members of that firm currently beneficially own 35,275 shares of Uranium Resources common stock.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date of the filing of this Registration Statement and prior to the filing of a post-effective amendment indicating that all securities registered hereunder have been sold, or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents. The documents listed in (a) through (i) below are incorporated by reference in this Registration Statement and can be accessed through the Company's web site at www.uraniumresources.com: