10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-Q

xQuarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2011

Or

oTransition 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.

(Exact Name of Issuer as Specified in Its Charter)

DELAWARE	75-2212772
(State of Incorporation)	(I.R.S. Employer Identification
	No.)

405 State Highway 121 Bypass, Building A, Suite 110, Lewisville, Texas 75067

(Address of Principal Executive Offices)

(972) 219-3330

(Issuer’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o
Non-accelerated filer x	Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b2 of the Exchange Act).  Yes o  No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Title of Each Class of Common Stock	Number of Shares Outstanding
Common Stock, $0.001 par value	93,528,362 as of August 12, 2011

URANIUM RESOURCES, INC.

2011 SECOND QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets- June 30, 2011 and December 31, 2010 (Unaudited)	3
	Condensed Consolidated Statements of Operations—three and six months ended June 30, 2011 and 2010 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows—six months ended June 30, 2011 and 2010 (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements—June 30, 2011 (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	15
PART II—OTHER INFORMATION		16
Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Submission of Matters to a Vote of Security Holders	16
Item 5.	Other Information	18
Item 6.	Exhibits	18
SIGNATURES		19
Index to Exhibits		E-1

2

URANIUM RESOURCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS

(Unaudited)

	June 30, 2011			December 31, 2010
Current assets:
Cash and cash equivalents	$	8,243,704		$	15,386,472
Receivables, net	136,378			46,244
Prepaid and other current assets	161,837			179,231
Total current assets	8,541,919			15,611,947
Property, plant and equipment, at cost:
Uranium properties	82,644,306			82,989,579
Other property, plant and equipment	867,371			905,511
Less-accumulated depreciation, depletion and impairment	(64,468,795		)	(64,282,888		)
Net property, plant and equipment	19,042,882			19,612,202
Long-term investment:
Certificates of deposit, restricted	8,355,720			7,337,366
	$	35,940,521		$	42,561,515

The accompanying notes to financial statements are an integral part of these condensed consolidated statements.

3

LIABILITIES AND SHAREHOLDERS’ EQUITY

(Unaudited)

	June 30, 2011			December 31, 2010
Current liabilities:
Accounts payable	$	757,752		$	602,190
Current portion of asset retirement obligations	1,156,526			1,239,588
Royalties and commissions payable	665,745			665,745
Deferred compensation	—			697,028
Accrued legal settlement	—			1,375,000
Accrued interest and other accrued liabilities	382,094			348,269
Current portion of capital leases	69,257			83,183
Total current liabilities	3,031,374			5,011,003
Asset retirement obligations	3,616,050			3,804,057
Other long-term deferred credits	500,000			500,000
Long term capital leases, less current portion	87,530			119,588
Long-term debt, less current portion	450,000			450,000
Commitments and contingencies (Notes 4 and 9)
Shareholders’ equity:
Common stock, $.001 par value, shares authorized: 200,000,000; shares issued and outstanding (net of treasury shares): 2011—93,528,362; 2010—92,430,306	93,566			92,468
Paid-in capital	169,268,731			167,971,955
Accumulated deficit	(141,097,312		)	(135,378,138		)
Less: Treasury stock (38,125 shares), at cost	(9,418		)	(9,418		)
Total shareholders’ equity	28,255,567			32,676,867
	$	35,940,521		$	42,561,515

The accompanying notes to financial statements are an integral part of these condensed consolidated statements.

4

URANIUM RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Revenues:
Uranium sales	$	—		$	—		$	—		$	—
Total revenue	—			—			—			—
Costs and expenses:
Cost of uranium sales
Operating expenses	213,960			88,452			365,109			230,310
Accretion/amortization of asset retirement obligations	30,820			39,881			69,019			77,288
Depreciation and depletion	158,453			192,359			331,182			389,846
Impairment of uranium properties	282,184			179,200			588,098			389,647
Exploration expenses	16,789			725			108,687			725
Total cost of uranium sales	702,206			500,617			1,462,095			1,087,816
Loss from operations before corporate expenses	(702,206		)	(500,617		)	(1,462,095		)	(1,087,816		)
Corporate expenses—
General and administrative	1,968,427			1,455,379			4,267,418			3,178,612
Depreciation	33,787			36,234			68,666			71,250
Total corporate expenses	2,002,214			1,491,613			4,336,084			3,249,862
Loss from operations	(2,704,420		)	(1,992,230		)	(5,798,179		)	(4,337,678		)
Other income (expense):
Interest expense	(4,985		)	(2,910		)	(10,605		)	(10,833		)
Interest and other income, net	16,724			274,584			89,610			279,805
Net loss	$	(2,692,681	)	$	(1,720,556	)	$	(5,719,174	)	$	(4,068,706	)
Net loss per common share:
Basic	$	(0.03	)	$	(0.03	)	$	(0.06	)	$	(0.07	)
Diluted	$	(0.03	)	$	(0.03	)	$	(0.06	)	$	(0.07	)
Weighted average common shares and common equivalent shares per share data:
Basic	93,429,103			58,814,401			93,346,428			57,835,348
Diluted	93,429,103			58,814,401			93,346,428			57,835,348

The accompanying notes to financial statements are an integral part of these condensed consolidated statements.

5

URANIUM RESOURCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended June 30,
	2011			2010
Operating activities:
Net loss	$	(5,719,174	)	$	(4,068,706	)
Reconciliation of net loss to cash used in by operations—
Accretion/amortization of asset retirement obligations	69,019			77,288
Depreciation and depletion	399,848			461,096
Impairment of uranium properties	588,098			389,647
Decrease in restoration and reclamation accrual	(752,961		)	(653,544		)
Stock compensation expense	579,502			525,475
Other non-cash items, net	2,288			14,859
Effect of changes in operating working capital items—
(Increase) decrease in receivables	(90,134		)	62,572
Increase (decrease) in prepaid and other current assets	17,394			(77,060		)
Decrease in payables, accrued liabilities and deferred credits	(1,185,614		)	(80,476		)
Net cash used in operations	(6,091,734		)	(3,348,849		)
Investing activities:
Increase in certificates of deposit, restricted	(1,018,354		)	(29,842		)
Additions to property, plant and equipment—
Kingsville Dome	(73,913		)	(89,400		)
Vasquez	(15,100		)	(7,500
Rosita/Rosita South	(92,080		)	(14,048		)
Los Finados	(88,237		)	—
Churchrock	(9,899		)	(90,266		)
Other property	(28,812		)	(6,573		)
Proceeds from joint venture agreement	300,000			—
Net cash used in investing activities	(1,026,395		)	(237,629		)
Financing activities:
Payments on borrowings	(45,984		)	(61,894		)
Issuance of common stock, net	21,345			8,979,506
Net cash provide by (used in) financing activities	(24,639		)	8,917,612
Net increase (decrease) in cash and cash equivalents	(7,142,768		)	5,331,134
Cash and cash equivalents, beginning of period	15,386,472			6,092,068
Cash and cash equivalents, end of period	$	8,243,704		$	11,423,202
Non-cash transactions:
Issuance of common stock in settlement of deferred compensation	$	697,027		$	—
Issuance of restricted stock to employees and directors	$	176		$	339

The accompanying notes to financial statements are an integral part of these condensed consolidated statements.

6

Uranium Resources, Inc.

Notes to Condensed Consolidated Financial Statements June 30, 2011 (Unaudited)

1.BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Item 310(b) of Regulation S-K.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  The accompanying statements should be read in conjunction with the audited financial statements included in the Company’s 2010 Annual Report on Form 10-K.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the six months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2011.

2.DESCRIPTION OF BUSINESS

Uranium Resources, Inc. (“URI” or the “Company”) was formed in 1977 and domesticated in Delaware in 1987. The Company is primarily engaged in the business of acquiring, exploring, developing and mining uranium properties, using the in situ recovery (“ISR”) or solution mining process. Historically, the primary customers of the Company have been major utilities who utilize nuclear power to generate electricity. At present the Company owns both developed and undeveloped uranium properties in South Texas and undeveloped uranium properties in New Mexico.

The Company resumed uranium production in 2004 at its Vasquez project, in 2006 at its Kingsville Dome project and in the 3rd quarter of 2008 at its Rosita project, each of such projects are located in South Texas. As a result of declining uranium market prices and high production costs, the Company ceased development of additional wellfields and curtailed production from its South Texas projects as existing production wellfields from each project were depleted. Production at our Vasquez and Rosita projects were shut down in the 4th quarter of 2008 and production was shut-in at the Kingsville Dome project in June 2009. The Vasquez project was mined out in 2008 and is now being restored. At the Kingsville Dome and Rosita projects, our production shut-in was done to conserve the in-place reserve base until higher prices can be realized.

Prior to resuming Vasquez production, the Company had been in production stand-by since the first quarter of 1999 at its Kingsville Dome and Rosita projects. Groundwater restoration and reclamation activities have been conducted at these two sites and are currently ongoing at each of the Kingsville Dome, Vasquez and Rosita projects.

3.URANIUM PROPERTIES

Kingsville Dome Project

There was no uranium produced from Kingsville Dome in 2011 or 2010.  The primary activities undertaken at this project in the first six months of 2011 and 2010 were for restoration, with $476,000 and $439,000 of costs being incurred in the first six months respectively for restoration work at this project.  Total capital expenditures for Kingsville Dome for the first six months of 2011 and 2010 was $73,900 and $89,400, respectively, and was related to land and mineral lease payments.

Rosita

There was no uranium produced from Rosita in 2011 and 2010.  Groundwater restoration for the wellfields that have been depleted has been completed and are currently under the stabilization and monitoring phase of the restoration process.  Total capital expenditures for Rosita for the first six months of 2011 and 2010 was $91,300 and $14,000, respectively, and was related to land and mineral lease payments.

Vasquez Project

Production at the Vasquez project was shut-in during October 2008. The economically recoverable reserves from this project have been mined out.  The primary activities undertaken at this project in the first six months of 2011 and 2010 were for restoration, with $277,000 and $215,000 in costs being incurred in the first six months respectively for restoration work at this project.  Capital expenditures for Vasquez for the first six months of 2011 and 2010 were $15,100 and $7,500, respectively primarily for land and mineral lease payments.

7

Los Finados Project

The exploration rights to the Los Finados project were acquired in December 2010. Evaluation of the uranium mineralization of this property began in the second quarter of 2011 and may continue for up to three years. The lease option agreement included a $1 million fee paid at signing. It requires a minimum exploration obligation of one hundred exploration wells or $1.0 million investment in the first year, an additional two hundred exploration wells or $1.5 million investment in the second year and, in the third year, an additional two hundred exploration wells or $2.0 million investment. Investment or drilling in excess of the minimum requirement in any year counts toward the following year’s requirements.

In May 2011, the Company entered into an exploration agreement with Cameco Texas, Inc. (“CTI”), a subsidiary of Cameco (NYSE: CCJ) on the Los Finados project.  CTI will fund the majority of the exploration costs and can earn up to a 70% interest in the project in consideration for their investment. Upon execution of the exploration agreement, CTI paid the Company $300,000.

At the conclusion of the exploration program, the parties may enter into an operating joint venture to develop and produce any discovered uranium resources and reserves.  The uranium would be processed at URI’s Kingsville Dome or Rosita processing facility, with CTI’s share of production being processed under a toll processing agreement with URI.

Capital expenditures for the first six months of 2011totaled approximately $88,000 and were related to land acquisition and depreciable equipment.  Such expenditures were offset by the $300,000 payment received by CTI in connection with the execution of the exploration agreement.  The net carrying value of the property at June 30, 2011 was approximately $961,000.

Impairment of Uranium Properties

At June 30, 2011, we determined the carrying value of our project assets at each of our South Texas production locations exceeded their fair value.  A decline in the market price of uranium and an increase in the estimated costs for each of our South Texas projects resulted in a decrease in the estimated future cash flow to be generated from each site.  Such determination resulted in an impairment provision of approximately $588,000 and $390,000 for the first six months of 2011 and 2010, respectively.

The impairment provision for the first six months of 2011 and 2010, respectively were $362,000 and $281,000 related to Kingsville Dome, $135,000 and $98,000 related to Vasquez and $91,000 and $11,000 for Rosita.  The net carrying values of the Kingsville Dome, Rosita and Vasquez projects were approximately $5.2 million, $5.0 million and $473,000 at June 30, 2011.

4.CONTRACT COMMITMENTS

Sales Contracts

In March 2006 we entered into new sales contracts with Itochu Corporation (“Itochu”) and UG U.S.A., Inc. (“UG”) that superseded the previously existing contracts. Each contract provides for delivery of one-half of our actual production from our properties in Texas currently owned or hereafter acquired by the Company (excluding certain large potential exploration plays). Any uranium to be produced from the Los Finados project will not be subject to the terms of the Itochu and UG sales contracts.   The Itochu contract contains separate pricing terms for the Vasquez property that are no longer applicable since Vasquez has reached the end of its useful life. Our Texas production will be sold to Itochu at a price equal to the average spot price for the eight weeks prior to the date of delivery less $7.50 per pound, with a floor for the spot price of $37 per pound and a ceiling of $43 per pound. If the spot price is over $50 per pound the price will be increased by 50% of such excess. The floor and ceiling and sharing arrangement over the ceiling applies to 3.65 million pounds of deliveries, after which there is no floor or ceiling. Itochu has the right to cancel any deliveries on six-month’s notice. Uranium deliveries from the inception of the contracts through June 30, 2011 have totaled approximately 510,000 pounds to Itochu and 480,000 pounds to UG.

Under the UG contract all production from our Texas properties will be sold at a price equal to the month-end long-term contract price for the second month prior to the month of delivery less $6 per pound until (i) 600,000 pounds have been sold in a particular delivery year and (ii) an aggregate of 3 million pounds of uranium has been sold. After the 600,000 pounds in any year and 3 million pounds total have been sold, UG will have a right of first refusal to purchase other Texas production at a price equal to the average spot price for a period prior to the date of delivery less 4%. In 2006, we paid UG $12 million in cash to restructure its previously existing contract.

8

5.STOCK BASED COMPENSATION

Our stock based compensation programs consist of stock options and restricted stock granted to employees and directors.

Stock Compensation Expense

Stock compensation expense for the six months ended June 30, 2011 and 2010 was $580,000 and $525,000, respectively. Stock compensation expense is recorded as a component of general and administrative expenses for each period. The Company did not recognize a tax benefit from the stock compensation expense because the Company considers it is more likely than not that the related deferred tax assets, which have been reduced by a full valuation allowance, will not be realized.

The Black-Scholes option pricing model was used to estimate the stock option fair values. The option pricing model requires a number of assumptions, of which the most significant are, expected stock price volatility, the expected pre-vesting forfeiture rate and the expected option term (the amount of time from the grant date until the option or restricted shares are exercised, vest or expire). Expected volatility was calculated based upon actual historical stock price movements through the measurement date of the stock option grant. Expected pre-vesting forfeitures were estimated based on actual historical pre-vesting forfeitures over the most recent periods ending June 30, 2011 for the expected term. The expected term was estimated based on historical averages over the most recent quarter ending June 30, 2011.  Restricted stock grants are valued using the fair market value of the stock on the date of grant.

At the June 2011 annual meeting of the stockholders, each of the three non-employee directors of the Company were granted 33,333 shares of restricted common stock of the Company and an option to purchase 16,667 shares of common stock under the Amended and Restated 2004 Directors Stock Option and Restricted Stock Plan (the “Amended 2004 Directors’ Plan”) in lieu of the annual stock option grants made in connection with the annual meeting.  Both the restricted shares and the stock option grant shares vest at the rate of 25% per year on the anniversary date of their grant date.  At June 30, 2011, 1,306,250 shares were available for future stock option and restricted share grants under the Amended 2004 Directors’ Plan.  The Company recognized stock compensation expense for the restricted share and stock option grants of $3,600 in the second quarter of 2011 in connection with these grants.

On June 7, 2011 the Company’s Executive Chairman was granted 33,333 shares of restricted common stock of the Company and an option to purchase 16,667 shares of common stock under the Company’s 2004 Stock Incentive Plan.  Both the restricted shares and the stock option grant shares vest at the rate of 25% per year on the anniversary date of their grant date.  The Company recognized stock compensation expense for the restricted share and stock option grants of $1,200 in the second quarter of 2011 in connection with these grants.

A total of 42,553 shares of restricted stock were issued on January 3, 2011 to the President/CEO.  This grant was made in connection with 2010 performance criteria in accordance with his employment agreement.  The Company recognized stock compensation expense for the restricted share grants of $140,000 in the first quarter of 2011 in connection with this issuance.

At the June 2010 annual meeting of the stockholders, each of the non-employee directors of the Company were granted 50,000 shares of restricted common stock of the Company under the Amended 2004 Directors Plan in lieu of the annual stock option grants made in connection with the annual meeting.  Such shares vest 25% per year on the anniversary date of their grant date.  In the first quarter of 2010, 50,000 stock options were granted to a newly appointed director at an exercise price of $0.76 per share and fair value of $0.73 per option under the 2004 Directors’ Stock Option Plan.  The non-employee directors held options covering 781,250 shares and 200,000 shares for restricted stock under the Amended 2004 Directors’ Plan at June 30, 2010.

A total of 85,000 stock options were granted to employees of the Company at an exercise price of $0.73 per share and fair value of $0.70 per option in the second quarter of 2010 under the Company’s 2004 Stock Incentive Plan.  These options vest ratably over four years.

A total of 65,820 and 73,751 shares of restricted stock were granted in the first and second quarters of 2010, respectively, to four executive officers on January 4 and April 1, 2010 in connection with a cash conservation plan initiated in 2009.  All of these shares vest one year from the date of grant.  The Company recognized stock compensation expense for the restricted share grants of approximately $39,400 during the first half of 2010.

The total estimated unrecognized compensation cost from all unvested stock options and restricted stock grants at June 30, 2011 was approximately $823,000, which is expected to be recognized over the weighted average vesting period of the individual grants which range from 1-3 years.

Stock Options for the Six Months Ended June 30, 2011

The following table summarizes stock options outstanding and changes during the six month period ended June 30, 2011:

9

	Outstanding Options
	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term —in years	Aggregate Intrinsic Value
Options outstanding at January 1, 2011	3,819,838		$	2.70
Granted	66,668		1.73
Exercised	(37,150	)	0.76
Canceled or forfeited	(14,125	)	3.07
Options outstanding at June 30, 2011	3,835,231		$	2.70	4.5	$	1,032,000
Options exercisable at June 30, 2011	3,504,397		$	2.74	4.3	$	931,000

Shares available for grant under the Stock Option Plans as of June 30, 2011 were 1,714,291.

Stock options outstanding and currently exercisable at June 30, 2011 are as follows:

	Options Outstanding				Options Exercisable
Stock Option Plan	Number of Options Outstanding	Weighted Average Remaining Contractual Life	Weighted Average Exercise price		Number of Options Exercisable	Weighted Average Exercise Price
		(in years)
1995 Stock Incentive Plan	1,834,062	3.1	$	1.31	1,834,062	$	1.31
2004 Stock Incentive Plan	1,207,418	5.2	3.13		1,039,085	3.27
2004 Directors’ Plan	793,751	6.5	5.25		631,250	6.05
	3,835,231	4.5	$	2.70	3,504,397	$	2.74

6.ASSET RETIREMENT OBLIGATIONS

The following table shows the change in the balance of the restoration and reclamation liability during the six months ended June 30, 2011:

Reserve for future restoration and reclamation costs beginning of period	$	5,043,645
Additions and changes in cash flow estimates	412,873
Costs incurred	(752,961		)
Accretion expense	69,019
Reserve for future restoration and reclamation costs at end of period	$	4,772,576

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7.SHAREHOLDERS’ EQUITY

The following table details the changes in shareholders equity for the six months ended June 30, 2011:

	Common Stock			Paid-In			Accumulated
	Shares	Amount		Capital			Deficit			Treasury Stock
Balances, December 31, 2010	92,430,306	$	92,468	$	167,971,955		$	(135,378,138	)	$	(9,418	)
Net loss	—	—		—			(5,719,174		)	—
Stock compensation expense	—	—		579,502			—			—
Common stock issuance	—	—		(6,889		)	—			—
Common stock issued for option exercise	37,150	37		28,197			—			—
Restricted stock issuance	175,885	176		(176		)	—			—
Common stock issued for deferred compensation	885,021	885		696,142			—			—
Balances, June 30, 2011	93,528,362	$	93,566	$	169,268,731		$	(141,097,312	)	$	(9,418	)

See Note 5 — Stock Based Compensation, for further discussion of stock compensation expense and restricted stock issuance.

8.EARNINGS PER SHARE

Basic earnings per share includes no dilution and is computed by dividing income or loss attributed to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if stock options were exercised or converted into common stock.  Potentially dilutive shares of 4,836,110 were excluded from the calculation of earning per share because they were anti-dilutive due to our net loss position for the six months ended June 30, 2011.

9.COMMITMENTS AND CONTINGENCIES

The Company’s mining operations are subject to federal and state regulations for the protection of the environment, including water quality. These laws are constantly changing and generally becoming more restrictive. Future mine closure and reclamation costs are provided for as each pound of uranium is produced on a unit-of-production basis. The Company reviews its reclamation obligations each year and determines the appropriate unit charge. The Company also evaluates the status of current environmental laws and their potential impact on its accrual for costs. The Company believes its operations are in compliance with current environmental regulations.

The Company is from time to time involved in various legal proceedings of a character normally incident to its business. Management does not believe that adverse decisions in any pending or threatened proceedings will have a material adverse effect on the Company’s financial condition or results of operations.

In December 2010, we settled the legal matter titled Saenz v. URI, Inc. and in February 2011 we finalized the settlement by paying $1.375 million to the plaintiffs and by amending the royalties due for future production from the leases.

The Company has filed a registration statement under the Securities Act of 1933, as amended, to register the resale of the shares of its common stock issued in a May 2008 private placement. Such shares are subject to certain resale registration rights that would include penalties in the event the registration statement fails to remain effective. At June 30, 2011, the Company’s registration statement was and remains effective.

The Company has entered into Compensation Agreements with Executive Officers of the Company that provide that, in the event of a change in control, such officers will have certain rights and benefits for a period of thirty-six months for the Executive Chairman of the Company and twenty-four months for the other officers, following such change in control. The Compensation Agreements provide that each executive’s base salary payments shall be made on a monthly basis for the duration of the term and any incentive payments shall be paid annually until the obligation to make such payments expires.  In addition, the Company has an employment agreement with Mr. Donald C. Ewigleben, the Company’s President and CEO, which provides for severance payments to Mr. Ewigleben upon termination of his employment under certain circumstances.  Severance payments for Mr. Ewigleben’s termination range from one year’s base salary plus 60% bonus to two years base salary plus a 60% bonus.  The agreement also contains certain change of control provisions which provide for two years base salary plus a 60% bonus, continuation of health benefits, acceleration of unvested stock options and restricted common stock awards and the extension of exercise periods for stock options by 90 days.

11

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and any financial data incorporated herein by reference to the Company’s reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934.  Forward-looking statements convey our current expectations or forecasts of future events. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Forward-looking statements are generally identifiable by use of the words “estimate”, “project”, “believe”, “intend”, “plan”, “anticipate”, “expect” and similar expressions. These forward-looking statements include management’s expectations regarding our liquidity and burn rate, reserves and mineralized uranium material, timing of receipt of mining permits, production capacity of mining operations planned for properties in South Texas and New Mexico and dates for commencement of production at such properties. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Actual results could differ materially from those in forward-looking statements because of, among other reasons, the factors described below and in the periodic reports that we file with the SEC from time to time, including Forms 10-K, 10-Q and 8-K and any amendments thereto. The forward-looking statements are not guarantees of future performance. They are based on numerous assumptions that we believe are reasonable, but they are open to a wide range of uncertainties and business risks.

Key factors that could cause actual results to be different than expected or anticipated include, but are not limited to the price of uranium; weather conditions; operating conditions at our mining projects; government regulation of the mining industry and the nuclear power industry; the world-wide supply and demand of uranium; availability of capital; timely receipt of mining and other permits from regulatory agencies; and the risks set forth herein under the caption “Risk Factors.”

In light of these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report. When considering forward-looking statements, you should keep in mind the cautionary statements in this report. We are not under any obligation, and we expressly disclaim any obligation to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in or incorporated by reference may or may not occur.

Financial Condition and Results of Operations

Comparison of Three and Six Months Ended June 30, 2011 and 2010

Cost of Uranium Sales.  While we had no uranium production in the first half of 2011 or 2010, we have maintained stand-by, maintenance and restoration activities at our South Texas projects and as a result have incurred operating costs that are classified “cost of uranium sales” on our financial statements. .  Our cost of uranium sales in the first half of 2011 was $1,462,000 compared with $1,088,000 in the same period of 2010.  Total cost of uranium sales includes operating expenses, depreciation and depletion expenses, amortization of our restoration and reclamation cost estimates, impairment of uranium properties and exploration costs incurred.

The costs for the first half of June 30, 2011 and 2010 resulted from shut-in costs at our Kingsville Dome, Rosita and Vasquez projects.  The increase in 2011 costs resulted primarily from increases to the impairment provision for the Company’s uranium properties in the second quarter of 2011 and from exploration costs incurred in the first quarter of 2011 in connection with pre-evaluation costs associated with the exploration program planned for the Los Finados project in Kenedy County, Texas.

Impairment of Uranium Properties.  During the first half of 2011 and 2010, we determined the carrying value of our uranium assets were impaired and recorded an impairment provision of approximately $588,000 and $390,000 in 2011 and 2010, respectively.

Accretion and Amortization of Future Restoration Costs.  Accretion and amortization of future restoration costs in the first half of 2011 and 2010 was $69,000 and $77,000, respectively.

General and Administrative Charges.  We incurred general and administrative charges and corporate depreciation of $4.3 million and $3.2 million, respectively in the six months ended June 30, 2011 and 2010.

12

Significant expenditures for general and administrative expenses for the three and six months ended June 30, 2011 and 2010 were:

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Stock compensation expense	$	206,000	$	250,000	$	580,000	$	526,000
Salaries and payroll burden	614,000		543,000		1,323,000		1,071,000
Legal, accounting, public company expenses	640,000		350,000		1,397,000		944,000
Insurance and bank fees	140,000		103,000		270,000		232,000
Consulting and professional services	235,000		97,000		443,000		196,000
Office, travel and other expenses	133,000		112,000		254,000		210,000
Total	$	1,968,000	$	1,455,000	$	4,267,000	$	3,179,000

The non-cash stock compensation expense increases for the six months ended June 30, 2011 compared to the same period in 2010 resulted primarily from the amortization of the stock option and restricted stock grants made in December 2010. The value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires the input of subjective assumptions, including the expected term of the option award and stock price volatility.

Compensation costs increased $252,000 for the first six months of 2011 compared to 2010 because of the return of four executive officer salaries to their pre-salary reduction levels beginning in the third quarter of 2010, an increase in Company tax obligations resulting from the deferred compensation common stock issuances made in January 2011 and an increase in employee count in 2011 compared to 2010.

The Company’s legal, accounting and public company expenses increased by $453,000 in the first six months of 2011 compared with 2010. The main increase resulted from legal activities incurred in 2011 related to South Texas and New Mexico projects, permitting/licensing and litigation defense costs.  We also saw a reduction in audit and Sarbanes-Oxley Section 404 (“SOX 404”) fees in the first quarter of 2011 compared to 2010 as a result of the Company’s classification in 2010 as a non-accelerated filer.  During the first quarter of 2011 the board of director’s fees and travel costs increased compared to the same quarter of 2010.

Consulting and professional service expenses increased by $247,000 for the six months ended June 30, 2011, compared with 2010 as a result of work performed in connection with the preparation of the Company’s New Mexico feasibility studies, compensation consultant costs incurred in 2011 and costs in South Texas to advance our presence in the local community.

Net Losses.  For the six months ended June 30, 2011 and 2010, we had net losses of $5.7 million and $4.1 million, respectively.

Cash Flow.  At of June 30, 2011, we had a cash balance of approximately $8.2 million compared with $11.4 million at the same date in 2010.

In the first six months of 2011, we had cash used in operations of $6.1 million. We used $1.0 million in investing activities during the first half of 2011 which was primarily from an increase in the collateral supporting our South Texas financial surety requirements by $1.0 million and made net additions to our South Texas and New Mexico property, plant and equipment of $26,000 during the quarter.  These expenditures were primarily for land and mineral lease payments during the quarter.

In the first six months of 2010, we had cash used in operations of $3.3 million. We used $238,000 in investing activities during the first half of 2010.  We increased the collateral supporting our South Texas financial surety requirements by $30,000 and made additions to our South Texas and New Mexico property, plant and equipment of $207,000 during the quarter.  These expenditures were primarily for land and mineral lease payments during the quarter.  During the first half of 2010 our net cash from financing activities increased by $8.9 million, primarily from the sale of 23,809,500 shares of common stock that were sold at a price of $0.42 per share on June 25, 2010 in an underwritten public offering. Net proceeds to the Company, after deducting underwriting discounts and commissions and estimated offering expenses, were approximately $9.0 million.  We used approximately $62,000 during the period for principal payments for the Company’s capital leases.

Liquidity—Cash Sources and Uses for 2011

As of June 30, 2011, the Company had $8.2 million in cash and our cash balance at July 31, 2011 was approximately $7.3 million.  The Company is not currently conducting uranium production activities and has no uranium inventory. The Company is not projecting any sales revenue and related cash inflows for 2011.

13

During 2010, we significantly strengthened our balance sheet through the capital raises completed during the year. The approximately $19.1 million raised in 2010 has positioned the Company to move forward with our near term-plans in South Texas and New Mexico and we expect that our current financial resources will allow us to maintain the Company’s liquidity for a period of nine to twelve months beyond June 30, 2011. While the Company believes it has sufficient capital resources to sustain its operating plans, as part of our strategy, we continue to seek opportunities to expand our resource base in both New Mexico and South Texas.  Such activities would require us to seek additional sources of financing. There can be no assurance that such activities will result in the acquisition of new properties or that we will be able to raise sufficient funds to allow the Company to move forward with such activities.

Cameco Exploration Agreement

In May 2011, the Company entered into an exploration agreement with Cameco Texas, Inc. (“CTI”), a subsidiary of Cameco (NYSE: CCJ).  The exploration agreement provides for a three-phase, three-year exploration program on the Company’s Los Finados property in South Texas, on which we have previously obtained the exploration rights and lease option.  The lease option agreement included a $1 million fee paid in December 2010 and it requires a minimum exploration obligation of one hundred exploration wells or $1.0 million investment in the first year, an additional two hundred exploration wells or $1.5 million investment in the second year and, in the third year, an additional two hundred exploration wells or $2.0 million investment.  CTI will fund the majority of the exploration costs and can earn up to a 70% interest in the project in consideration for their investment.

At the conclusion of the exploration program, the parties may enter into an operating joint venture to develop and produce any discovered uranium resources and reserves.  The uranium would be processed at URI’s Kingsville Dome or Rosita processing facility, with CTI’s share of production being processed under a toll processing agreement with URI.  In connection with the execution of the final exploration agreement, CTI paid the Company $300,000.

Contingent Liabilities—Off Balance Sheet Arrangements

The Company has obtained financial surety relating to certain of its future restoration and reclamation obligations as required by the State of Texas regulatory agencies. The Company has bank Letters of Credit (the “L/C’s) and performance bonds issued for the benefit of the Company to satisfy such regulatory requirements. The L/C’s were issued by Bank of America and the performance bonds have been issued by United States Fidelity and Guaranty Company (“USF&G”). L/C’s for $5,858,000 were issued at June 30, 2011 and December 31, 2010, respectively, such L/C’s are collateralized in their entirety by certificates of deposit.

Performance bonds totaling $2,835,000 were issued for the benefit of the Company at June 30, 2011 and December 31, 2010. USF&G has required that the Company deposit funds collateralizing a portion of the bonds. The amount of bonding issued by USF&G exceeded the amount of collateral by $1.0 million at June 30, 2011 and $2.0 million at December 31, 2010. In the event that USF&G is required to perform under its bonds or the bonds are called by the state agencies, the Company would be obligated to pay any expenditure in excess of the collateral.

Critical Accounting Policies

Our significant accounting policies are described in Note 2 to the consolidated financial statements included in the Company’s 2010 Annual Report on Form 10-K.  We believe our most critical accounting policies involve those requiring the use of significant estimates and assumptions in determining values or projecting future costs.

Specifically regarding our uranium properties, significant estimates were utilized in determining the carrying value of these assets. These assets have been recorded at their estimated net realizable value for impairment purposes on a discounted cash flow analysis, which is less than our cost. The actual value realized from these assets may vary significantly from these estimates based upon market conditions, financing availability and other factors.

Regarding our reserve for future restoration and reclamation costs, significant estimates were utilized in determining the future costs to complete the groundwater restoration and surface reclamation at our mine sites.  The actual cost to conduct these activities may vary significantly from these estimates.

Such estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

The accounts of the Company are maintained in United States dollars. All dollar amounts in the financial statements are stated in United States dollars except where indicated.

14

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Uranium Price Volatility

The Company is subject to market risk related to the market price of uranium. We have two uranium supply contracts whose pricing mechanisms are based upon the market price of uranium. Future sales under these contracts would be impacted by both spot and long-term uranium price fluctuations. The Company’s cash flow has historically been dependent on the price of uranium, which is determined primarily by global supply and demand, relative to the Company’s costs of production. Historically, uranium prices have been subject to fluctuation, and the price of uranium has been and will continue to be affected by numerous factors beyond the Company’s control, including the demand for nuclear power, political and economic conditions, and governmental legislation in uranium producing and consuming countries and production levels and costs of production of other producing companies.

The spot market price for uranium has demonstrated a large range since January 2001. Prices have risen from $7.10 per pound at January 2001 to a high of $136.00 per pound as of June 2007. The spot market price was $51.50 per pound as of August 8, 2011.

ITEM 4.  CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its filings with the Securities and Exchange Commission (SEC) are recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In designing and evaluating the disclosure controls and procedures, management has recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply judgment in evaluating its controls and procedures.

During the fiscal period covered by this report, the Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have certified that our disclosure controls and procedures were effective as of June 30, 2011.

Management’s Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company’s internal control over financial reporting is designed, under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America (GAAP). The Company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

The Company conducted an evaluation of the effectiveness of its internal control over financial reporting as of December 31, 2010. This evaluation was based on the framework in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Based on the Company’s evaluation under the framework in Internal Control—Integrated Framework, our Chief Executive Officer and Chief Financial Officer concluded that internal control over financial reporting was effective as of December 31, 2010.

Changes in Internal Controls

During the first six months of 2011 no material changes have been made in our internal control over financial reporting that may have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

15

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

Endaum Litigation

Eastern Navajo Dine Against Uranium Mining (“ENDAUM” and “Plaintiffs”), the intervenor group that has been a party to much of the New Mexico based litigation filed against the Company in the past, has filed a Complaint for Declaratory and Injunctive Relief and a Motion for Preliminary Injunction against the New Mexico Environment Department (“NMED”) on July 15, 2011.  The case involves an alleged misinterpretation by NMED of NMED’s regulations governing ground water discharge permits that have been issued to the our subsidiary, Hydro Resources, Inc. (“HRI”), pursuant to the New Mexico Water Quality Act.  Plaintiffs seek a declaratory judgment that NMED has no authority under the Water Quality Act or its implementing regulations to accept HRI’s application to renew its discharge permit as a permit renewal.  Plaintiffs also seek declaratory judgment that NMED has no authority to allow HRI to conduct in situ leach uranium mining operations at HRI’s Churchrock Section 8 property under its existing discharge permit while the permit is in timely renewal. The Motion for Preliminary Injunction seeks to prevent NMED from allowing HRI to conduct any discharges on the Churchrock Section 8 property prior to NMED making a determination to grant a new discharge permit application from HRI.  We will intervene in this case and will actively defend our rights in the matter.

ITEM 1A.  RISK FACTORS

You should carefully consider the general discussion of risk factors set forth in the material set forth under the caption “Item 1A. Risk Factors” in our Form 10-K for the fiscal year ended December 31, 2010. The factor identified below is an additional factor to those reported in our Form 10-K that could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, the Company.

The Navajo Nation ban on uranium mining in Indian Country encompasses approximately 49% of our in place mineralized uranium material on our properties in New Mexico and will adversely affect our ability to mine unless the ban is overturned.

In April 2005, the Navajo Nation Council passed the Diné Natural Resources Protection Act of 2005 prohibiting uranium mining and processing on any sites within Indian Country as defined under 18 U.S.C. § 1151. We believe that the ban is beyond the jurisdiction of the Navajo Nation.  However, the ban may prevent us from developing and operating our properties located in Indian Country.  While the United States Court of Appeals for the Tenth Circuit held, en banc, that the Company’s Section 8 property in Churchrock, New Mexico is not Indian Country, approximately 49% of our in place mineralized uranium material is located in Indian Country. The term “Indian Country” is derived from jurisdictional determinations in criminal law enforcement proceedings under 18 U.S.C. § 1151 and understood to encompass territory situated within Indian reservations, land owned by Indian allottees and land within a dependent Indian community.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On June 7, 2011, Uranium Resources, Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders (“Annual Meeting”) for which the Board of Directors solicited proxies.  At the Annual Meeting, the stockholders voted on the following:

1)	Election of the Board of Directors.
2)	Approval of an amendment to the Amended and Restated 2004 Directors Stock Option and Restricted Stock Plan.
3)	Advisory vote on the compensation of the Company’s Named Executive Officers.
4)	Advisory vote on the frequency of holding a non-binding stockholder vote on the compensation of the Company’s Named Executive Officers.
5)	Ratification of the appointment of Hein & Associates, LLP as the independent registered accounting firm for the Company for the current fiscal year.

The final voting results on each of the matters submitted to a vote of shareholders at the Annual Meeting were as follows:

1) The nominees to the Board of Directors were elected based on the following shares voted:

	For	Withheld
Paul K. Willmott	21,626,312	651,399
Donald C. Ewigleben	21,291,891	985,820
Leland O. Erdahl	21,626,675	651,036
Terence J. Cryan	21,803,298	474,413
Marvin K. Kaiser	21,820,393	457,318

16

2) Approval of the Amended and Restated 2004 Directors Stock Option and Restricted Stock Plan. The affirmative votes constituted a majority of the shares present in person or by proxy at the meeting and entitled to vote on the proposal.

For	Against	Abstain
19,094,152	1,973,921	1,209,638

3) Advisory approval of the compensation of the Company’s Named Executive Officers. The affirmative votes constituted a majority of the shares present in person or by proxy at the meeting and entitled to vote on the proposal.

For	Against	Abstain
19,271,115	1,763,378	1,243,218

17

4) Recommendation, on an advisory basis, to hold a non-binding stockholder vote on the compensation of the Company’s Named Executive Officers every year. The votes of “1 year” constituted a majority of the shares present in person or by proxy at the meeting and entitled to vote on the proposal.

1 Year	2 Year	3 Year	Abstain
19,205,855	298,855	1,424,464	1,348,537

5) Ratification of Hein and Associates, LLP as independent registered accounting firm for fiscal year 2011. There were no broker non-votes. The affirmative votes constituted a majority of the shares present in person or by proxy at the meeting and entitled to vote on the proposal.

For	Against	Abstain
64,738,324	954,600	372,172

ITEM 5.  OTHER INFORMATION.

None

ITEM 6.  EXHIBITS

See the Index to Exhibits on Page E-1 for a listing of the exhibits that are filed as part of this Quarterly Report.

18

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.
Dated: August 15, 2011	By:	/s/ Donald C. Ewigleben
		Donald C. Ewigleben
		President and Chief Executive Officer
Dated: August 15, 2011	By:	/s/ Thomas H. Ehrlich
		Thomas H. Ehrlich
		Vice President - Finance and Chief Financial Officer
		(Principal Financial and Accounting Officer)

19

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).
3.1.1*	Certificate of Amendment of Restated Certificate of Incorporation of the Company (filed with the Company’s Form 8-K dated April 11, 2006, SEC File Number 000-17171 and as corrected in the Company’s Form 8-K dated December 7, 2007).
3.2*	Restated Bylaws of the Company (filed with the Company’s Form 10-K on March 10, 2010).
4.2*	Form of Warrant to Purchase Common Stock (filed with the Company’s Form 8-K on May 19, 2008).
10.3*	Amended and restated 1995 Stock Incentive Plan (filed with the Company’s Form SB-2 Registration No. 333-117653 on July 26, 2005).
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).
10.12*	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 30, 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).
10.16.1*	Amendment No. 1 to the Uranium Resources, Inc. 1999 Deferred Compensation Plan (filed with the Company’s Annual Report on Form 10-KSB dated June 30, 2006, SEC File Number 000-17171).
10.17*	2000-2001 Deferred Compensation Plan (filed with the Company’s Annual Report on Form 10-K dated December 31, 2004, SEC File Number 000-17171).
10.17.1*	Amendment No. 2 to the Uranium Resources, Inc. Deferred Compensation Plan for 2000-2001 (filed with the Company’s Annual Report on Form 10-KSB dated June 30, 2006, 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, 2002, 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, 2002, SEC File Number 000-17171).

E-1

Exhibit Number	Description
10.24*	Uranium Resources, Inc. Deferred Compensation Plan for 2004 (filed with the Company’s Quarterly Report on Form 10-QSB dated May 14, 2004, SEC File Number 000-17171).
10.24.1*	Amendment No. 2 to the Uranium Resources, Inc. Deferred Compensation Plan for 2002, Deferred Compensation Plan for 2003, and Deferred Compensation Plan for 2004 (filed with the Company’s Annual Report on Form 10-KSB dated June 30, 2006, SEC File Number 000-17171).
10.35*	Uranium Resources, Inc. 2004 Stock Incentive Plan (filed with the Company’s Quarterly Report on Form 10-QSB/A dated November 18, 2005, SEC File No. 000-17171).
10.37*	Amended and Restated Uranium Supply Contract between Itochu Corporation and Uranium Resources, Inc. effective March 1, 2006 (filed with the Company’s Form 10-KSB dated June 30, 2006, SEC file Number 000-17171).
10.38*	Agreement for the Sale of Uranium Concentrates between UG U.S.A., Inc. and Uranium Resources, Inc. dated June 30, 2006 (filed with the Company’s Form 10-KSB dated June 30, 2006, SEC file Number 000-17171).
10.43	Amended and Restated 2004 Directors’ Stock Option and Restricted Stock Plan dated March 25, 2011.
10.44*	Uranium Resources, Inc. 2007 Restricted Stock Plan (filed with the Company’s Form 10-Q dated May 10,2007, SEC File No. 000-17171)
10.45*	Agreement dated September 3, 2009 between the Company and David N. Clark (Filed with the Company’s Form 8-K dated September 4, 2009, SEC File No. 001-33404).
10.46*	Letter Agreement dated September 3, 2009 between the Company and Donald C. Ewigleben (Filed with the Company’s Form 8-K dated September 4, 2009, SEC File No. 001-33404).
10.47*	Consulting Services Agreement with RMG Consulting, LLC dated October 1, 2010 (Filed with the Company’s Form 8-K dated October 4, 2010, SEC File No. 001-33404).
10.48*	Uranium Mining Lease option Agreement dated December 1, 2010 between URI, Inc. and The John G. and Marie Stella Kenedy Memorial Foundation (filed with the Company’s Form 10-K dated March 30, 2011, SEC File No. 000-17171).
10.49*	Exploration Agreement dated May 10, 2011 between URI, Inc. and Cameco Texas, Inc. (filed with the Company’s Form 8-K dated May 13, 2011, SEC File No. 000-17171).
14*	Uranium Resources, Inc. Amended Code of Ethics for Senior Executives (filed with the Company’s Form 10-KSB dated March 30, 2004, SEC File No. 000-17171).
21*	Subsidiaries of the Registrant
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

E-2

Exhibit Number	Description
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following financial information from the quarterly report on Form 10-Q of Uranium Resources, Inc. for the quarter ended June 30, 2011, formatted in XBRL (extensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Cash Flows, (iv) Condensed Consolidated Statements of Changes in Equity, and (v) Notes to the Condensed Consolidated Financial Statements.

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

E-3

EX-10.43

Exhibit 10.43

URANIUM RESOURCES, INC.

AMENDED AND RESTATED

2004 DIRECTORS STOCK OPTION AND RESTRICTED STOCK PLAN

Effective March 25, 2011

1.Purpose.  The Uranium Resources, Inc. 2004 Directors Stock Option and Restricted Stock Plan (the “Plan”) is intended to provide those directors who are not employees of Uranium Resources, Inc., a Delaware corporation (the “Company”), with additional incentives to improve the Company’s performance by increasing the level of stock ownership by such directors, to reinforce such directors’ role in enhancing stockholder value and to provide an additional means of attracting and retaining well-qualified individuals to serve as directors.

2.Administration.  The Plan shall be administered by the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company.  Subject to the provisions of the Plan, the Committee shall have complete powers respecting the Plan, including but not limited to authority to interpret the Plan and to prescribe, amend and rescind rules and regulations relating to the Plan.  All questions of interpretation and application of the Plan, or pertaining to any Option or shares of Restricted Stock granted hereunder, shall be final and binding upon all parties.

Subject to the terms and conditions of the Plan, the Committee shall be authorized and empowered:

(a)To determine the time or times when shares of Restricted Stock or Options will be granted, and the number of shares to be covered by any grant;

(c)To prescribe the terms and conditions of any grants made under the Plan, and the forms and agreements used in connection with such grants;

(d)To determine the time or times when Options or Restricted Stock will vest and determine the legends or markings to be placed upon stock certificates representing any such shares to reflect such standards and restrictions;

(e)To determine the time or times during which Options and Restricted Stock grants may be terminated in whole or in part, or when any such grants may be otherwise subject to forfeiture; and

(f)To establish any other Option or Restricted Stock agreement provisions not inconsistent with the terms and conditions of the Plan.

3.Eligibility.  Options and shares of Restricted Stock shall be granted hereunder only to directors of the Company who are not employees of the Company or any of its subsidiaries (the “Non-Employee Directors”).

4.Stock.  The stock subject to the Options and Restricted Stock grants shall be authorized but unissued or reacquired shares of the Company’s common stock, $.001 par value per share (the “Common Stock”).  The aggregate number of shares that may be issued pursuant to Options and Restricted Stock granted under the Plan shall not exceed Two Million Five Hundred Thousand (2,500,000) shares of Common Stock, subject to adjustment pursuant to Section 12 hereof.  If any outstanding Option or grant of Restricted Stock under the Plan for any reason expires or is terminated, the shares of Common Stock allocable to the unexercised portion of such Option or unvested portion of the Restricted Stock grant may again be subject to an Option or grant of Restricted Stock under the Plan.

5.Granting of Options.  Options may be granted under the Plan to Non-Employee Directors by the Committee at its discretion at any time and in any amounts and, unless the Committee makes a grant of Restricted Stock under Section 7 of this Plan in lieu of the automatic grants specified in subsections 5.2 or 5.3, shall be granted under the Plan automatically and without further action by the Committee as follows:

5.1Each Non-Employee Director on the date the Plan was originally adopted shall be granted an Option to purchase seventy-five thousand (75,000) shares;

5.2Each Non-Employee Director elected or appointed to the Board for the first time shall be granted an Option to purchase fifty thousand (50,000) shares on the date of such election or appointment; and

5.3Each Non-Employee Director shall be granted an Option to purchase fifty thousand (50,000) shares either (a) upon his or her reelection at an annual meeting of the Company’s stockholders or (b) in any calendar year in which an annual meeting of stockholders is not held, on June 1 of such year.

Any grant of Restricted Stock made by the Committee in lieu of the automatic grant of Options under subparagraphs 5.2 and 5.3 shall be made prior to (i) an annual meeting of stockholders in any year or (ii) prior to June 1 in any year in which an annual meeting of stockholders is not held.

6.Terms and Conditions of Options.  Each Option granted pursuant to the Plan shall be evidenced by a stock option agreement (the “Stock Option Agreement”), in such form and containing such terms and conditions as the Committee from time to time may determine; provided, that each such Stock Option Agreement shall:

6.1State the number of shares of Common Stock, determined in accordance with Section 5, to which the Option pertains;

6.2Provide the Option price per share shall be equal to the fair market value of the shares of Common Stock on the date of the granting of the Option.  For purposes of this Section 6.2, the “fair market value” of a share of Common Stock shall mean:

6.2.1If the Common Stock is reported on any officially recognized U.S. exchange or over the counter market on that date, as follows (a) either the closing price of a share of Common Stock on that date as reported on such exchange or over the counter market, or (b) where last sale trade reporting on the Common Stock is not available, the average of the highest and lowest prices of a share of Common Stock sold on that date, as reported on such exchange or over the counter market; or

6.2.2If no shares of Common Stock were traded on any officially recognized U.S. exchange or over the counter market on that date or if, in the discretion of the Board, another means of determining the fair market value of a share of Common Stock at such date shall be necessary in order to comply with or conform to the requirements of any applicable law, governmental regulation or ruling of the Internal Revenue Service or the Securities and Exchange Commission (including, without limitation, the methods sanctioned in Income Tax Reg. §1.409A-1(b)(5)(iv)), the Committee may provide for another means for determining fair market value;

6.3Provide that except as otherwise provided by the Committee, the Option is not transferable by the Optionee other than by will or the laws of descent and distribution or pursuant to a domestic relations order that satisfies the requirements specified for “qualified domestic relations orders” under either the Internal Revenue Code of 1986, as amended or Title I of the Employee Retirement Income Security Act and related rules, and (absent such a transfer) is exercisable during the Optionee’s lifetime only by the Optionee or the Optionee’s attorney-in-fact.  The Committee may in a specific Option agreement provide that the Optionee may transfer an Option by gift to a “family member” as defined by the Committee and such family member may exercise the Option.

6.4State the terms upon which the Option shall be exercisable; provided that:

6.4.1The Option shall not be exercisable after the expiration of ten (10) years from the date the Option is granted; and

6.4.2Subject to Section 12 hereof, the Option shall be exercisable only to the extent of shares that have vested in accordance with the following schedule unless a different vesting schedule is determined by the Committee:

ANNIVERSARY OF DATE OF GRANT	CUMULATIVE SHARES THAT ARE VESTED ON SUCH ANNIVERSARY
First	25%
Second	50%
Third	75%
Fourth	100%
	(rounded up to the nearest whole share)

6.5Provide that if an Optionee ceases to be an director of the Company or subsidiary corporation (as applicable), for any reason other than death, or retirement from service under a Board-approved written policy for retiring Non-Employee Directors, or termination of service as a result of permanent and total disability, any Option held by such Optionee which has not yet vested shall, unless otherwise determined by the Committee on or before the date of such Optionee’s termination of service, terminate unless exercised on or before the thirtieth (30th) day after the date of such termination.  Neither the Optionee nor any other person shall have any right after such date to any part of any Option so terminated.

6.6Provide that if an Optionee ceases to be a director because of death, or retirement from service under a Board-approved written policy for retiring Non-Employee Directors, or termination of service as a result of permanent and total disability, then such Option (i) unless otherwise determined by the Committee on or before the date of such death, retirement or termination, shall fully vest (to the extent not already vested), upon the date of such death, retirement or termination and (b) shall be exercisable for a period of one year by the Optionee or by the Optionee’s heirs or legal representatives (as applicable).

6.7Except where considered a prohibited modification or extension of a stock right under Income Tax Reg. §1.409A-1(b)(5)(v), all outstanding Options under this Plan on the date of approval of the Plan by the stockholders of the Company automatically and without further action by the Company or the Optionee shall be deemed to have been amended to incorporate the provisions of Sections 6.5 and 6.6.

6.8Options shall be exercised by the delivery of written notice to the Company setting forth the number of shares of Common Stock with respect to which the Option is to be exercised and the address to which the certificates representing the shares of Common Stock issuable upon the exercise of such Option shall be mailed.  In order to be effective, such written notice shall be accompanied at the time of its delivery to the Company by full payment of the purchase price by certified check payable to the Company.  As promptly as practicable after the receipt by the Company of the foregoing, the Company shall cause to be delivered to such Optionee certificates representing the number of shares of Common Stock with respect to which such Option has been so exercised.

6.9The Company shall not be required to sell or issue any shares of Common Stock under any Option if the issuance of such shares shall constitute a violation by the Optionee or the Company of any provision of any applicable statute or regulation of any governmental authority.

6.10No Optionee shall have rights as a stockholder with respect to shares covered by his Option until the date of issuance of stock certificate for such shares; and no adjustment for dividends, or otherwise, shall be made if the record date therefor is prior to the date of issuance of such certificate.

7.Restricted Stock Provisions.

7.1The prospective recipient of a Restricted Stock grant shall not have any rights with respect to such grant unless and until such recipient has entered into a written agreement (the “Restricted Stock Grant Agreement”) with the Company evidencing such grant, has delivered a fully executed copy thereof to the Company and has otherwise complied with the applicable terms and conditions of such grant.

7.2To be enforceable, a grant of Restricted Stock must be accepted within a period of 60 days (or such shorter period as the Committee may specify at grant) following the grant date.  Acceptance shall be evidenced by executing a Restricted Stock Grant Agreement.  Upon acceptance of a grant of Restricted Stock, a Grantee shall be issued a stock certificate in respect of such shares of Restricted Stock.  Such certificate shall be registered in the name of such Grantee and shall bear an appropriate legend identifying the terms, conditions and restrictions applicable to such grant.

7.3The Committee shall require that: (i) the stock certificates transferred to a Grantee in evidence of the shares of Restricted Stock thereupon held by him be retransferred to, and be held in the custody of, the Company or its designee until the restrictions thereon shall have lapsed, and (ii) as a condition of any Restricted Stock grant, the Grantee shall have delivered a stock power, endorsed in blank, relating to the Restricted Stock covered by such grant.

7.4Subject to the provisions of the Plan and the Restricted Stock Grant Agreement, during the period set by the Committee commencing with the date of such grant and the date or circumstances under which all restrictions lapse (the “Restriction Period”), a Grantee shall not be able to sell, transfer, pledge, anticipate or assign Restricted Stock.  The Committee shall condition any lapse of the Restricted Period upon the attainment of standards specified by the Committee at the time of grant. The Committee, in its sole discretion, may specify that a Restricted Period may lapse in installments, or that the restrictions contained in a Restricted Stock grant are to be waived or accelerated in whole or in part based on the

attainment of standards specified by the Committee.  Unless otherwise specified by the Committee the Restricted Period shall lapse in installments of 25% per year as follows:

ANNIVERSARY OF DATE OF GRANT	PORTION OF SHARES (CUMULATIVE) AS TO WHICH THE RESTRICTED PERIOD SHALL LAPSE (rounded up to the nearest whole share)
First	25%
Second	50%
Third	75%
Fourth	100%

7.5Except as provided in Sections 7.3 and 7.4 of this Plan, a Grantee shall have, with respect to the shares of Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote such Stock and the right to receive any regular cash dividends declared and paid out of current earnings in respect of such Stock.  The Committee shall require any cash dividends declared and paid in respect of unvested shares of Restricted Stock to be reinvested in additional Restricted Stock, to the extent shares are available under the Plan.  Stock dividends, splits, property distributions issued with respect to Restricted Stock and cash dividends reinvested in shares of Restricted Stock shall be held by the Company and shall be treated as additional shares of Restricted Stock that are subject to the same restrictions and other terms and conditions that apply to the Restricted Stock with respect to which such dividends are declared and paid, and the Committee may require a Grantee to deliver additional stock powers covering any Restricted Stock issuable pursuant to such stock dividend, split or property distribution.  Any other dividends paid or property distributed in respect of Restricted Stock shall be held by the Company subject to the same restrictions imposed upon the Restricted Stock to which such dividends and/or property relates.

7.6(a)If a Grantee ceases to be an director of the Company or subsidiary corporation (as applicable), for any reason other than death, or retirement from service under a Board-approved written policy for retiring Non-Employee Directors, or termination of service as a result of permanent and total disability, any Restricted Stock held in respect of such Grantee which has not yet vested shall, unless otherwise determined by the Committee on or before the date of such Grantee’s death, retirement or termination, be forfeited as of the effective date of such death, retirement or termination.  Neither the Grantee nor any other person shall have any right after such date to any part of any Restricted Stock so forfeited.

(b)If a Grantee’s ceases to be a director because of death, or retirement from service under a Board-approved written policy for retiring Non-Employee Directors, or termination of service as a result of permanent and total disability, then such Grantee’s Restricted Stock shall fully vest (to the extent not already vested) upon the date of such death, retirement or termination, and all applicable restrictions thereon shall lapse and expire.  In the case of death, any Restricted Stock held by the Company or its designee shall be transferred and released to such Grantee’s estate, or the person designated by such Grantee by will or in accordance with relevant state law.

7.7If and when the Restriction Period applicable to Restricted Stock expires without a prior forfeiture of such Stock, custody of such Stock shall be released to the Grantee by the Company (or its designee), together with any other property held by the Company with respect to such Stock, and an appropriate stock certificate shall be promptly delivered to the Grantee evidencing unrestricted ownership of such Stock.

8.Change of Control.

8.1Upon the occurrence of a Change of Control (as defined in this Section), notwithstanding any other Plan provision or any agreement to the contrary, any and all Options and Restricted Stock granted under the Plan shall immediately and fully vest (to the extent not theretofore vested), and all restrictions thereon shall lapse and expire.

8.2For purposes of the Plan, a Change of Control shall be deemed to have occurred if:  (i) a tender offer shall be made and consummated for the ownership of 25% or more of the outstanding voting securities of the Company; or (ii) the Company shall be merged or consolidated with another corporation and, as a result of such merger or consolidation, less than 75% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the former stockholders of the Company as the same shall have existed immediately prior to such merger or consolidation; or (iii) the Company shall sell substantially all of its assets to another corporation which is not a wholly owned subsidiary; or (iv) a person, within the meaning of Section 3(a)(9) or of Section 13(d)(3) (as in effect on the date hereof) of the Exchange Act, shall acquire,

other than by reason of inheritance, fifty-one percent (51%) or more of the outstanding voting securities of the Company (whether directly, indirectly, beneficially or of record).  In making any such determination, transfers made by a person to an affiliate of such person (as determined by the Board), whether by gift, devise or otherwise, shall not be taken into account.  For purposes of the Plan, ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) as in effect on the date hereof pursuant to the Exchange Act.  Notwithstanding the provisions of the foregoing subparagraph (iv) of this Section 8.2, the term “person,” as used in such subparagraph, shall not include any holder who was the beneficial owner of more than ten percent (10%) of the voting securities of the Company on the date the Plan was adopted by the Board.

9.Investment Representation, Approvals and Listing.

9.1The Committee may, if it deems appropriate, condition any grant of Restricted Stock or issuance of shares upon exercise of an Option upon receipt of the following investment representation from the Grantee:

“I agree that the Common Stock of Uranium Resources, Inc. that I acquire shall be acquired for investment purposes only and not with a view to distribution or resale, and may not be transferred, sold, assigned, pledged, hypothecated or otherwise disposed of by me unless (i) a registration statement or post-effective amendment to a registration statement under the Securities Act of 1933, as amended, with respect to said shares of Common Stock has become effective so as to permit the sale or other disposition of said shares by me; or (ii) there is presented to Uranium Resources, Inc., an opinion of counsel satisfactory to Uranium Resources, Inc., to the effect that the sale or other proposed disposition of said shares of Common Stock by me may lawfully be made otherwise than pursuant to an effective registration statement or post-effective amendment to a registration statement relating to the said shares under the Securities Act of 1933, as amended.”

9.2The Company shall not be required to issue any certificate or certificates representing shares of Common Stock under the Plan prior to (i) the obtaining of any approval from any governmental agency which the Committee shall, in its sole discretion, determine to be necessary or advisable; (ii) the admission of such Stock to listing on any national securities exchange on which the Common Stock may be listed; (iii) the completion of any registration requirements or other qualifications imposed on the Common Stock by any state or federal law or ruling or regulations

of any governmental body which the Committee shall, in its sole discretion, determine to be necessary or advisable or the determination by the Committee, in its sole discretion, that any registration or other qualification of the Common Stock is not necessary or advisable; and (iv) the obtaining of an investment representation from the Grantee in the form stated above or in such other form as the Committee, in its sole discretion, shall determine to be adequate.

10.General Provisions.

10.1The form and substance of Restricted Stock Grant Agreements and Stock Option Agreements made hereunder need not be identical.  Nothing in the Plan or in any such agreement shall confer upon any Non-Employee Director any right to continue in service as a director of the Company or of any subsidiary corporation, to be entitled to any remuneration or benefits not set forth in the Plan or any Restricted Stock Grant Agreement or Stock Option Agreement, or to interfere with or limit the right of the Company or any subsidiary corporation to terminate such Non-Employee Director’s services at any time, with or without cause.

10.2The Plan may be assumed by the successors and assigns of the Company.  The liability of the Company under the Plan is limited to the obligations set forth herein, and no term or provision of the Plan shall be construed to impose any liability on the Company in favor of any Non-Employee Director with respect to any loss, cost or expense which such Director may incur in connection with or arising out of any grant or agreement made in connection with the Plan.  All expenses arising from or associated with administering the Plan shall be borne by the Company.  The captions and section numbers appearing in the Plan are inserted only as a matter of convenience, and do not define, limit, construe or describe the scope or intent of the provisions of the Plan.

11.Term of Plan.  Options and shares of Restricted Stock shall be granted hereunder within a period of ten (10) years from the date the Plan was originally adopted by the Board.

12.Effect on Options and Restricted Stock of Changes in the Company’s Capital Structure.

12.1If the Company shall effect a subdivision or consolidation of shares or other capital readjustment, a payment of stock dividend, or other increase or reduction of the number of shares of Common Stock outstanding (i) the number, class, and per share price of shares of Common Stock subject to outstanding Options hereunder shall be appropriately adjusted in such a manner as to entitle an Optionee to receive upon exercise of an Option, for the same aggregate consideration, the same total number and class of shares as he would have received had he exercised his Option in full immediately prior to the event requiring the adjustment; and (ii) the number and class of shares then reserved for issuance under the Plan shall be adjusted by substituting for the total number and class of shares of Common Stock then reserved that

number and class of shares that would have been received by the owner of an equal number of outstanding shares of Common Stock as the result of the event requiring the adjustment.

12.2If the Company is merged into or consolidated with another corporation under circumstance where the Company is not the surviving corporation, or if the Company is liquidated, or sells or otherwise disposes of substantially all its assets to another corporation while unexercised Options remain outstanding under the Plan or unvested shares of Restricted Stock are outstanding under the Plan, (i) subject to the provisions of clause (iii) below, after the effective date of such merger, consolidation or sale, as the case may be, each holder of an outstanding Option shall be entitled, upon exercise of such Option, to receive, in lieu of shares of Common Stock, shares of such stock or other securities as the holders of shares of Common Stock receive pursuant to the terms of the merger, consolidation or sale; (ii) the Board may waive any limitations set forth in or imposed pursuant to Sections 6.4.2 and 7 hereof so that all Options and shares of Restricted Stock, from and after a date prior to the effective date of such merger, consolidation, liquidation or sale, as the case may be, specified by the Board, shall be fully vested; and (iii) all outstanding Options may be canceled by the Board as of the effective date of any such merger, consolidation, liquidation or sale provided that (x) notice of such cancellation shall be given to each holder of an Option and (y) each holder of an Option shall have the right to exercise such Option in full (without regard to any limitations set forth in or imposed pursuant to Section 6.4.2 hereof) during a 30-day period preceding the effective date of such merger, consolidation, liquidation or sale.

Except as hereinbefore expressly provided, the issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash, property, or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares of other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number, class or price of shares of Common Stock then subject to outstanding Options or shares of Restricted Stock.

13.Modification, Termination or Amendment of the Plan.  The Board may, insofar as permitted by law, from time to time, with respect to any shares of Common Stock at the time not subject to Options, suspend or discontinue the Plan in any respect whatsoever.  Unless otherwise required by applicable law or rules of any stock exchange on which the shares of Common Stock are listed or approved for trading, the Board may at any time amend the Plan as it shall deem advisable without any action on the part of the stockholders of the Company.  Any and all shares of unvested Restricted Stock outstanding at the time of termination of the Plan shall continue in full force and effect in accordance with their restrictions and subject to the terms and conditions of this Plan and any related Restricted Stock Grant Agreements.

14.       No Repricing. Other than in connection with a change in the Corporation’s capitalization, at any time when the purchase price of a Stock Option is above the market value of a Share, the Corporation shall not, without shareholder approval, reduce the purchase price of such Stock Option and shall not exchange such Stock Option for a new Stock Option with a lower (or no) purchase price or for cash or for stock award.

15.Effective Date.  The Plan shall become effective upon its adoption by the Board of Directors, subject to approval by the stockholders of the Company.  If the Plan is so approved, no further approval shall be required with respect to the administration of grants made pursuant to the Plan.

16.Date of Adoption.  The Plan is adopted on June 2, 2004, was amended and restated June 6, 2006, is further amended and restated effective April 10, 2007 and approved by the stockholders on June 12, 2007, is further amended and restated effective March 3, 2010 and approved by the stockholders on June 3, 2010, and is further amended and restated effective March 25, 2011 and approved by the stockholders on June 7, 2011.

IN WITNESS WHEREOF, this Plan is executed this 25th day of March, 2011.

URANIUM RESOURCES, INC.

By:

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Donald C. Ewigleben, certify that:

1.             I have reviewed this report on Form 10-Q of Uranium Resources, Inc.;

2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.             The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))  and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5.             The issuer’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of issuer’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: August 15, 2011

/s/ Donald C. Ewigleben

Title:  President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Thomas H. Ehrlich, certify that:

1.             I have reviewed this report on Form 10-Q of Uranium Resources, Inc.;

2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report.

4.             The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the issuer and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5.             The issuer’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of issuer’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date:  August 15, 2011

/s/ Thomas H. Ehrlich

Title: Vice President - Finance and Chief Financial Officer

EX-32.1

Exhibit 32.1

URANIUM RESOURCES, INC.

405 State Highway 121 Bypass, Building A, Suite 110, Lewisville, TX 75067

972.219.3330 Phone 972.219.3311 Fax

August 15, 2011

Securities and Exchange Commission

450 5th Street, N.W.

Washington, D.C. 20549

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Donald C. Ewigleben, President and Chief Executive Officer of Uranium Resources, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)  The Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2011 which this certification accompanies fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Donald C. Ewigleben

Donald C. Ewigleben

President, Chief Executive Officer

and Chief Operating Officer

August 15, 2011

EX-32.2

Exhibit 32.2

URANIUM RESOURCES, INC.

405 State Highway 121 Bypass, Building A, Suite 110, Lewisville, TX 75067

972.219.3330 Phone 972.219.3311 Fax

August 15, 2011

Securities and Exchange Commission

450 5th Street, N.W.

Washington, D.C. 20549

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas H. Ehrlich, Vice President - Finance and Chief Financial Officer of Uranium Resources, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)  The Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2011, which this certification accompanies fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Thomas H. Ehrlich

Thomas H. Ehrlich

Vice President and Chief Financial Officer

August 15, 2011

XML



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Cost of uranium sales
Operating expenses	$ 213,960	$ 88,452	$ 365,109	$ 230,310
Accretion/amortization of asset retirement obligations	30,820	39,881	69,019	77,288
Depreciation and depletion	158,453	192,359	331,182	389,846
Impairment of uranium properties	282,184	179,200	588,098	389,647
Exploration expenses	16,789	725	108,687	725
Total cost of uranium sales	702,206	500,617	1,462,095	1,087,816
Loss from operations before corporate expenses	(702,206)	(500,617)	(1,462,095)	(1,087,816)
Corporate expenses-
General and administrative	1,968,427	1,455,379	4,267,418	3,178,612
Depreciation	33,787	36,234	68,666	71,250
Total corporate expenses	2,002,214	1,491,613	4,336,084	3,249,862
Loss from operations	(2,704,420)	(1,992,230)	(5,798,179)	(4,337,678)
Other income (expense):
Interest expense	(4,985)	(2,910)	(10,605)	(10,833)
Interest and other income, net	16,724	274,584	89,610	279,805
Net loss	$ (2,692,681)	$ (1,720,556)	$ (5,719,174)	$ (4,068,706)
Net loss per common share:
Basic (in dollars per share)	$ (0.03)	$ (0.03)	$ (0.06)	$ (0.07)
Diluted (in dollars per share)	$ (0.03)	$ (0.03)	$ (0.06)	$ (0.07)
Weighted average common shares and common equivalent shares per share data:
Basic (in shares)	93,429,103	58,814,401	93,346,428	57,835,348
Diluted (in shares)	93,429,103	58,814,401	93,346,428	57,835,348

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Operating activities:
Net loss	$ (5,719,174)	$ (4,068,706)
Reconciliation of net loss to cash used in by operations-
Accretion/amortization of asset retirement obligations	69,019	77,288
Depreciation and depletion	399,848	461,096
Impairment of uranium properties	588,098	389,647
Decrease in restoration and reclamation accrual	(752,961)	(653,544)
Stock compensation expense	579,502	525,475
Other non-cash items, net	2,288	14,859
Effect of changes in operating working capital items-
(Increase) decrease in receivables	(90,134)	62,572
Increase (decrease) in prepaid and other current assets	17,394	(77,060)
Decrease in payables, accrued liabilities and deferred credits	(1,185,614)	(80,476)
Net cash used in operations	(6,091,734)	(3,348,849)
Investing activities:
Increase in certificates of deposit, restricted	(1,018,354)	(29,842)
Additions to property, plant and equipment-
Proceeds from joint venture agreement	300,000
Net cash used in investing activities	(1,026,395)	(237,629)
Financing activities:
Payments on borrowings	(45,984)	(61,894)
Issuance of common stock, net	21,345	8,979,506
Net cash provide by (used in) financing activities	(24,639)	8,917,612
Net increase (decrease) in cash and cash equivalents	(7,142,768)	5,331,134
Cash and cash equivalents, beginning of period	15,386,472	6,092,068
Cash and cash equivalents, end of period	8,243,704	11,423,202
Non-cash transactions:
Issuance of common stock in settlement of deferred compensation	697,027
Issuance of restricted stock to employees and directors	176	339
Kingsville Dome
Additions to property, plant and equipment-
Additions to property, plant and equipment	(73,913)	(89,400)
Vasquez
Additions to property, plant and equipment-
Additions to property, plant and equipment	(15,100)	(7,500)
Rosita/Rosita South
Additions to property, plant and equipment-
Additions to property, plant and equipment	(92,080)	(14,048)
Los Finados
Additions to property, plant and equipment-
Additions to property, plant and equipment	(88,237)
Churchrock
Additions to property, plant and equipment-
Additions to property, plant and equipment	(9,899)	(90,266)
Other property
Additions to property, plant and equipment-
Additions to property, plant and equipment	$ (28,812)	$ (6,573)

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)	Jun. 30, 2011	Dec. 31, 2010
Current assets:
Cash and cash equivalents	$ 8,243,704	$ 15,386,472
Receivables, net	136,378	46,244
Prepaid and other current assets	161,837	179,231
Total current assets	8,541,919	15,611,947
Property, plant and equipment, at cost:
Uranium properties	82,644,306	82,989,579
Other property, plant and equipment	867,371	905,511
Less-accumulated depreciation, depletion and impairment	(64,468,795)	(64,282,888)
Net property, plant and equipment	19,042,882	19,612,202
Long-term investment:
Certificates of deposit, restricted	8,355,720	7,337,366
Total assets	35,940,521	42,561,515
Current liabilities:
Accounts payable	757,752	602,190
Current portion of asset retirement obligations	1,156,526	1,239,588
Royalties and commissions payable	665,745	665,745
Deferred compensation		697,028
Accrued legal settlement		1,375,000
Accrued interest and other accrued liabilities	382,094	348,269
Current portion of capital leases	69,257	83,183
Total current liabilities	3,031,374	5,011,003
Asset retirement obligations	3,616,050	3,804,057
Other long-term deferred credits	500,000	500,000
Long term capital leases, less current portion	87,530	119,588
Long-term debt, less current portion	450,000	450,000
Commitments and contingencies (Notes 4 and 9)
Shareholders' equity:
Common stock, $.001 par value, shares authorized: 200,000,000; shares issued and outstanding (net of treasury shares): 2011 93,528,362; 2010 92,430,306	93,566	92,468
Paid-in capital	169,268,731	167,971,955
Accumulated deficit	(141,097,312)	(135,378,138)
Less: Treasury stock (38,125 shares), at cost	(9,418)	(9,418)
Total shareholders' equity	28,255,567	32,676,867
Total liabilities and shareholders' equity	$ 35,940,521	$ 42,561,515

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EARNINGS PER SHARE

6 Months Ended

Jun. 30, 2011

EARNINGS PER SHARE

EARNINGS PER SHARE

8. EARNINGS PER SHARE

Basic earnings per share includes no dilution and is computed by dividing income or loss attributed to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if stock options were exercised or converted into common stock.  Potentially dilutive shares of 4,836,110 were excluded from the calculation of earning per share because they were anti-dilutive due to our net loss position for the six months ended June 30, 2011.

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CONTRACT COMMITMENTS

6 Months Ended

Jun. 30, 2011

CONTRACT COMMITMENTS

CONTRACT COMMITMENTS

4. CONTRACT COMMITMENTS

Sales Contracts

In March 2006 we entered into new sales contracts with Itochu Corporation (“Itochu”) and UG U.S.A., Inc. (“UG”) that superseded the previously existing contracts. Each contract provides for delivery of one-half of our actual production from our properties in Texas currently owned or hereafter acquired by the Company (excluding certain large potential exploration plays). Any uranium to be produced from the Los Finados project will not be subject to the terms of the Itochu and UG sales contracts.   The Itochu contract contains separate pricing terms for the Vasquez property that are no longer applicable since Vasquez has reached the end of its useful life. Our Texas production will be sold to Itochu at a price equal to the average spot price for the eight weeks prior to the date of delivery less $7.50 per pound, with a floor for the spot price of $37 per pound and a ceiling of $43 per pound. If the spot price is over $50 per pound the price will be increased by 50% of such excess. The floor and ceiling and sharing arrangement over the ceiling applies to 3.65 million pounds of deliveries, after which there is no floor or ceiling. Itochu has the right to cancel any deliveries on six-month’s notice. Uranium deliveries from the inception of the contracts through June 30, 2011 have totaled approximately 510,000 pounds to Itochu and 480,000 pounds to UG.

Under the UG contract all production from our Texas properties will be sold at a price equal to the month-end long-term contract price for the second month prior to the month of delivery less $6 per pound until (i) 600,000 pounds have been sold in a particular delivery year and (ii) an aggregate of 3 million pounds of uranium has been sold. After the 600,000 pounds in any year and 3 million pounds total have been sold, UG will have a right of first refusal to purchase other Texas production at a price equal to the average spot price for a period prior to the date of delivery less 4%. In 2006, we paid UG $12 million in cash to restructure its previously existing contract.

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Document and Entity Information	6 Months Ended
	Jun. 30, 2011	Aug. 12, 2011
Document and Entity Information
Entity Registrant Name	URANIUM RESOURCES INC /DE/
Entity Central Index Key	0000839470
Document Type	10-Q
Document Period End Date	Jun. 30, 2011
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		93,528,362
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2011

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

9. COMMITMENTS AND CONTINGENCIES

The Company’s mining operations are subject to federal and state regulations for the protection of the environment, including water quality. These laws are constantly changing and generally becoming more restrictive. Future mine closure and reclamation costs are provided for as each pound of uranium is produced on a unit-of-production basis. The Company reviews its reclamation obligations each year and determines the appropriate unit charge. The Company also evaluates the status of current environmental laws and their potential impact on its accrual for costs. The Company believes its operations are in compliance with current environmental regulations.

The Company is from time to time involved in various legal proceedings of a character normally incident to its business. Management does not believe that adverse decisions in any pending or threatened proceedings will have a material adverse effect on the Company’s financial condition or results of operations.

In December 2010, we settled the legal matter titled Saenz v. URI, Inc. and in February 2011 we finalized the settlement by paying $1.375 million to the plaintiffs and by amending the royalties due for future production from the leases.

The Company has filed a registration statement under the Securities Act of 1933, as amended, to register the resale of the shares of its common stock issued in a May 2008 private placement. Such shares are subject to certain resale registration rights that would include penalties in the event the registration statement fails to remain effective. At June 30, 2011, the Company’s registration statement was and remains effective.

The Company has entered into Compensation Agreements with Executive Officers of the Company that provide that, in the event of a change in control, such officers will have certain rights and benefits for a period of thirty-six months for the Executive Chairman of the Company and twenty-four months for the other officers, following such change in control. The Compensation Agreements provide that each executive’s base salary payments shall be made on a monthly basis for the duration of the term and any incentive payments shall be paid annually until the obligation to make such payments expires.  In addition, the Company has an employment agreement with Mr. Donald C. Ewigleben, the Company’s President and CEO, which provides for severance payments to Mr. Ewigleben upon termination of his employment under certain circumstances.  Severance payments for Mr. Ewigleben’s termination range from one year’s base salary plus 60% bonus to two years base salary plus a 60% bonus.  The agreement also contains certain change of control provisions which provide for two years base salary plus a 60% bonus, continuation of health benefits, acceleration of unvested stock options and restricted common stock awards and the extension of exercise periods for stock options by 90 days.

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DESCRIPTION OF BUSINESS

6 Months Ended

Jun. 30, 2011

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS

2. DESCRIPTION OF BUSINESS

Uranium Resources, Inc. (“URI” or the “Company”) was formed in 1977 and domesticated in Delaware in 1987. The Company is primarily engaged in the business of acquiring, exploring, developing and mining uranium properties, using the in situ recovery (“ISR”) or solution mining process. Historically, the primary customers of the Company have been major utilities who utilize nuclear power to generate electricity. At present the Company owns both developed and undeveloped uranium properties in South Texas and undeveloped uranium properties in New Mexico.

The Company resumed uranium production in 2004 at its Vasquez project, in 2006 at its Kingsville Dome project and in the 3rd quarter of 2008 at its Rosita project, each of such projects are located in South Texas. As a result of declining uranium market prices and high production costs, the Company ceased development of additional wellfields and curtailed production from its South Texas projects as existing production wellfields from each project were depleted. Production at our Vasquez and Rosita projects were shut down in the 4th quarter of 2008 and production was shut-in at the Kingsville Dome project in June 2009. The Vasquez project was mined out in 2008 and is now being restored. At the Kingsville Dome and Rosita projects, our production shut-in was done to conserve the in-place reserve base until higher prices can be realized.

Prior to resuming Vasquez production, the Company had been in production stand-by since the first quarter of 1999 at its Kingsville Dome and Rosita projects. Groundwater restoration and reclamation activities have been conducted at these two sites and are currently ongoing at each of the Kingsville Dome, Vasquez and Rosita projects.

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STOCK BASED COMPENSATION

6 Months Ended

Jun. 30, 2011

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION

5. STOCK BASED COMPENSATION

Our stock based compensation programs consist of stock options and restricted stock granted to employees and directors.

Stock Compensation Expense

Stock compensation expense for the six months ended June 30, 2011 and 2010 was $580,000 and $525,000, respectively. Stock compensation expense is recorded as a component of general and administrative expenses for each period. The Company did not recognize a tax benefit from the stock compensation expense because the Company considers it is more likely than not that the related deferred tax assets, which have been reduced by a full valuation allowance, will not be realized.

The Black-Scholes option pricing model was used to estimate the stock option fair values. The option pricing model requires a number of assumptions, of which the most significant are, expected stock price volatility, the expected pre-vesting forfeiture rate and the expected option term (the amount of time from the grant date until the option or restricted shares are exercised, vest or expire). Expected volatility was calculated based upon actual historical stock price movements through the measurement date of the stock option grant. Expected pre-vesting forfeitures were estimated based on actual historical pre-vesting forfeitures over the most recent periods ending June 30, 2011 for the expected term. The expected term was estimated based on historical averages over the most recent quarter ending June 30, 2011.  Restricted stock grants are valued using the fair market value of the stock on the date of grant.

At the June 2011 annual meeting of the stockholders, each of the three non-employee directors of the Company were granted 33,333 shares of restricted common stock of the Company and an option to purchase 16,667 shares of common stock under the Amended and Restated 2004 Directors Stock Option and Restricted Stock Plan (the “Amended 2004 Directors’ Plan”) in lieu of the annual stock option grants made in connection with the annual meeting.  Both the restricted shares and the stock option grant shares vest at the rate of 25% per year on the anniversary date of their grant date.  At June 30, 2011, 1,306,250 shares were available for future stock option and restricted share grants under the Amended 2004 Directors’ Plan.  The Company recognized stock compensation expense for the restricted share and stock option grants of $3,600 in the second quarter of 2011 in connection with these grants.

On June 7, 2011 the Company’s Executive Chairman was granted 33,333 shares of restricted common stock of the Company and an option to purchase 16,667 shares of common stock under the Company’s 2004 Stock Incentive Plan.  Both the restricted shares and the stock option grant shares vest at the rate of 25% per year on the anniversary date of their grant date.  The Company recognized stock compensation expense for the restricted share and stock option grants of $1,200 in the second quarter of 2011 in connection with these grants.

A total of 42,553 shares of restricted stock were issued on January 3, 2011 to the President/CEO.  This grant was made in connection with 2010 performance criteria in accordance with his employment agreement.  The Company recognized stock compensation expense for the restricted share grants of $140,000 in the first quarter of 2011 in connection with this issuance.

At the June 2010 annual meeting of the stockholders, each of the non-employee directors of the Company were granted 50,000 shares of restricted common stock of the Company under the Amended 2004 Directors Plan in lieu of the annual stock option grants made in connection with the annual meeting.  Such shares vest 25% per year on the anniversary date of their grant date.  In the first quarter of 2010, 50,000 stock options were granted to a newly appointed director at an exercise price of $0.76 per share and fair value of $0.73 per option under the 2004 Directors’ Stock Option Plan.  The non-employee directors held options covering 781,250 shares and 200,000 shares for restricted stock under the Amended 2004 Directors’ Plan at June 30, 2010.

A total of 85,000 stock options were granted to employees of the Company at an exercise price of $0.73 per share and fair value of $0.70 per option in the second quarter of 2010 under the Company’s 2004 Stock Incentive Plan.  These options vest ratably over four years.

A total of 65,820 and 73,751 shares of restricted stock were granted in the first and second quarters of 2010, respectively, to four executive officers on January 4 and April 1, 2010 in connection with a cash conservation plan initiated in 2009.  All of these shares vest one year from the date of grant.  The Company recognized stock compensation expense for the restricted share grants of approximately $39,400 during the first half of 2010.

The total estimated unrecognized compensation cost from all unvested stock options and restricted stock grants at June 30, 2011 was approximately $823,000, which is expected to be recognized over the weighted average vesting period of the individual grants which range from 1-3 years.

Stock Options for the Six Months Ended June 30, 2011

The following table summarizes stock options outstanding and changes during the six month period ended June 30, 2011:

	Outstanding Options
	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term —in years	Aggregate Intrinsic Value
Options outstanding at January 1, 2011	3,819,838		$	2.70
Granted	66,668		1.73
Exercised	(37,150	)	0.76
Canceled or forfeited	(14,125	)	3.07
Options outstanding at June 30, 2011	3,835,231		$	2.70	4.5	$	1,032,000
Options exercisable at June 30, 2011	3,504,397		$	2.74	4.3	$	931,000

Shares available for grant under the Stock Option Plans as of June 30, 2011 were 1,714,291.

Stock options outstanding and currently exercisable at June 30, 2011 are as follows:

	Options Outstanding				Options Exercisable
Stock Option Plan	Number of Options Outstanding	Weighted Average Remaining Contractual Life	Weighted Average Exercise price		Number of Options Exercisable	Weighted Average Exercise Price
		(in years)
1995 Stock Incentive Plan	1,834,062	3.1	$	1.31	1,834,062	$	1.31
2004 Stock Incentive Plan	1,207,418	5.2	3.13		1,039,085	3.27
2004 Directors’ Plan	793,751	6.5	5.25		631,250	6.05
	3,835,231	4.5	$	2.70	3,504,397	$	2.74

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ASSET RETIREMENT OBLIGATIONS

6 Months Ended

Jun. 30, 2011

ASSET RETIREMENT OBLIGATIONS

ASSET RETIREMENT OBLIGATIONS

6. ASSET RETIREMENT OBLIGATIONS

The following table shows the change in the balance of the restoration and reclamation liability during the six months ended June 30, 2011:

Reserve for future restoration and reclamation costs beginning of period	$	5,043,645
Additions and changes in cash flow estimates	412,873
Costs incurred	(752,961		)
Accretion expense	69,019
Reserve for future restoration and reclamation costs at end of period	$	4,772,576

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SHAREHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2011

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY

7. SHAREHOLDERS’ EQUITY

The following table details the changes in shareholders equity for the six months ended June 30, 2011:

	Common Stock			Paid-In			Accumulated
	Shares	Amount		Capital			Deficit			Treasury Stock
Balances, December 31, 2010	92,430,306	$	92,468	$	167,971,955		$	(135,378,138	)	$	(9,418	)
Net loss	—	—		—			(5,719,174		)	—
Stock compensation expense	—	—		579,502			—			—
Common stock issuance	—	—		(6,889		)	—			—
Common stock issued for option exercise	37,150	37		28,197			—			—
Restricted stock issuance	175,885	176		(176		)	—			—
Common stock issued for deferred compensation	885,021	885		696,142			—			—
Balances, June 30, 2011	93,528,362	$	93,566	$	169,268,731		$	(141,097,312	)	$	(9,418	)

See Note 5 — Stock Based Compensation, for further discussion of stock compensation expense and restricted stock issuance.

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BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2011

BASIS OF PRESENTATION

BASIS OF PRESENTATION

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Item 310(b) of Regulation S-K.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  The accompanying statements should be read in conjunction with the audited financial statements included in the Company’s 2010 Annual Report on Form 10-K.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the six months ended June 30, 2011 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2011.

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URANIUM PROPERTIES

6 Months Ended

Jun. 30, 2011

URANIUM PROPERTIES

URANIUM PROPERTIES

3. URANIUM PROPERTIES

Kingsville Dome Project

There was no uranium produced from Kingsville Dome in 2011 or 2010.  The primary activities undertaken at this project in the first six months of 2011 and 2010 were for restoration, with $476,000 and $439,000 of costs being incurred in the first six months respectively for restoration work at this project.  Total capital expenditures for Kingsville Dome for the first six months of 2011 and 2010 was $73,900 and $89,400, respectively, and was related to land and mineral lease payments.

Rosita

There was no uranium produced from Rosita in 2011 and 2010.  Groundwater restoration for the wellfields that have been depleted has been completed and are currently under the stabilization and monitoring phase of the restoration process.  Total capital expenditures for Rosita for the first six months of 2011 and 2010 was $91,300 and $14,000, respectively, and was related to land and mineral lease payments.

Vasquez Project

Production at the Vasquez project was shut-in during October 2008. The economically recoverable reserves from this project have been mined out.  The primary activities undertaken at this project in the first six months of 2011 and 2010 were for restoration, with $277,000 and $215,000 in costs being incurred in the first six months respectively for restoration work at this project.  Capital expenditures for Vasquez for the first six months of 2011 and 2010 were $15,100 and $7,500, respectively primarily for land and mineral lease payments.

Los Finados Project

The exploration rights to the Los Finados project were acquired in December 2010. Evaluation of the uranium mineralization of this property began in the second quarter of 2011 and may continue for up to three years. The lease option agreement included a $1 million fee paid at signing. It requires a minimum exploration obligation of one hundred exploration wells or $1.0 million investment in the first year, an additional two hundred exploration wells or $1.5 million investment in the second year and, in the third year, an additional two hundred exploration wells or $2.0 million investment. Investment or drilling in excess of the minimum requirement in any year counts toward the following year’s requirements.

In May 2011, the Company entered into an exploration agreement with Cameco Texas, Inc. (“CTI”), a subsidiary of Cameco (NYSE: CCJ) on the Los Finados project.  CTI will fund the majority of the exploration costs and can earn up to a 70% interest in the project in consideration for their investment. Upon execution of the exploration agreement, CTI paid the Company $300,000.

At the conclusion of the exploration program, the parties may enter into an operating joint venture to develop and produce any discovered uranium resources and reserves.  The uranium would be processed at URI’s Kingsville Dome or Rosita processing facility, with CTI’s share of production being processed under a toll processing agreement with URI.

Capital expenditures for the first six months of 2011totaled approximately $88,000 and were related to land acquisition and depreciable equipment.  Such expenditures were offset by the $300,000 payment received by CTI in connection with the execution of the exploration agreement.  The net carrying value of the property at June 30, 2011 was approximately $961,000.

Impairment of Uranium Properties

At June 30, 2011, we determined the carrying value of our project assets at each of our South Texas production locations exceeded their fair value.  A decline in the market price of uranium and an increase in the estimated costs for each of our South Texas projects resulted in a decrease in the estimated future cash flow to be generated from each site.  Such determination resulted in an impairment provision of approximately $588,000 and $390,000 for the first six months of 2011 and 2010, respectively.

The impairment provision for the first six months of 2011 and 2010, respectively were $362,000 and $281,000 related to Kingsville Dome, $135,000 and $98,000 related to Vasquez and $91,000 and $11,000 for Rosita.  The net carrying values of the Kingsville Dome, Rosita and Vasquez projects were approximately $5.2 million, $5.0 million and $473,000 at June 30, 2011.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Jun. 30, 2011	Dec. 31, 2010
CONDENSED CONSOLIDATED BALANCE SHEETS
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	93,528,362	92,430,306
Common stock, shares outstanding	93,528,362	92,430,306
Treasury stock, shares at cost	38,125	38,125