8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

_____________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 31, 2007

URANIUM RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-17171	75-2212772
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

405 State Highway 121 Bypass, Building A, Suite 110 Lewisville, TX	75067
(Address of principal executive offices)	Zip Code

(972) 219-3330

(Registrant's telephone number, including area code)

 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.  Other Events

On December 31, 2007  the registrant issued a press release announcing the Company had regained compliance with NASDAQ’s Marketplace Rule 4350(c)(1), which requires the Company’s board of directors to consist of a majority of independent directors as defined by the Nasdaq Marketplace Rules.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. A copy of The Nasdaq Stock Market’s Deficiency and Compliance Letter, dated December 27, 2007, is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits

Exhibit 99.1 Press Release dated December 31, 2007

Exhibit 99.2 Nasdaq Deficiency and Compliance Letter dated December 27, 2007

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	URANIUM RESOURCES, INC.
Date: December 31, 2007		/s/ Thomas H. Ehrlich
		Thomas H. Ehrlich
	Vice President and Chief Financial Officer

Exhibit Index

Exhibit Number	Description
Exhibit 99.1	Press Release dated December 31, 2007
Exhibit 99.2	Nasdaq Deficiency and Compliance Letter dated December 27, 2007

EX-99.1

   NEWS RELEASE

405 State Highway 121 Bypass

Building A, Suite 110

Lewisville TX  75067

Investor Contact:	Company Contact:
Deborah K. Pawlowski/James M. Culligan	David N. Clark
Kei Advisors LLC	President and CEO
Phone:  716.843.3908/716.843.3874	Phone:  361.883.3990
Email:  dpawlowski@keiadvisors.com/jculligan@keiadvisors.com
Media Contact: Kristin Simons 505.888.5877 / 505.363.1496 ksimons@dwturner.com

Uranium Resources, Inc. Regains Compliance with NASDAQ Rule 4350

·   URI cures temporary violation of rule addressing independent

director status

·   Received acknowledgement of compliance from NASDAQ

LEWISVILLE, TX, December 31, 2007 --- Uranium Resources, Inc. (NASDAQ: URRE) (“URI” or the “Company”), a uranium exploration, development and mining company, announced today that it received a letter from The Nasdaq Stock Market, Inc. on December 27, 2007, indicating that the Company had regained compliance with NASDAQ’s Marketplace Rule 4350(c)(1), which requires the Company’s board of directors to consist of a majority of independent directors as defined by the Nasdaq Marketplace Rules.

On December 21, 2007, the Company notified The NASDAQ Stock Market that it had rescinded the stock option grant and terminated the stipend to an independent director that had rendered it non-compliant with Marketplace Rule 4350 (c)(1).  The NASDAQ Stock Market has determined that as a result, URI has regained compliance with the rules governing the independence of its directors.

Dave Clark, President and CEO of Uranium Resources, commented, “An internal compliance review identified a situation that caused us to be in non-compliance with NASDAQ’s rules governing director independence.  We immediately took the necessary steps to correct this temporary violation.  URI has always placed regulatory compliance at the highest level of corporate responsibility, and it is important to note that our internal control procedures were able to detect this situation, and we were able to correct it, in a timely manner.”

-MORE-

Uranium Resources, Inc. Regains Compliance with NASDAQ Rule 4350

December 31, 2007

Page  of 2 of 2

ABOUT URANIUM RESOURCES, INC.

Uranium Resources, Inc. explores for, develops and mines uranium.  Since its incorporation in 1977, URI has produced over 7 million pounds of uranium by in-situ recovery (ISR) methods in the state of Texas, where the Company currently has ISR mining projects.  URI also has 183,000 acres of uranium mineral holdings and approximately 92 million pounds of uranium in New Mexico.  The Company acquired these properties over the past 20 years along with an extensive information database.  URI’s strategy is to capitalize on the strong global market for uranium by fully developing its resource base in Texas and New Mexico, acquiring new assets and pursuing joint ventures or partnerships.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements are subject to risks, uncertainties and assumptions and are identified by words such as “expects,” “estimates,” “projects,” “anticipates,” “believes,” “could,” and other similar words.  All statements addressing operating performance, events, or developments that the Company expects or anticipates will occur in the future, including but not limited to statements relating to the Company’s mineralized uranium materials, timing of receipt of mining permits, production capacity of mining operations planned for properties in South Texas and New Mexico, planned dates for commencement of production at such properties, revenue, cash generation and profits are forward-looking statements. Because they are forward-looking, they should be evaluated in light of important risk factors and uncertainties. These risk factors and uncertainties include, but are not limited to, the spot price of uranium, weather conditions, operating conditions at the Company’s 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 agents and other factors which are more fully described in the Company’s documents filed with the Securities and Exchange Commission.  Should one or more of these risks or uncertainties materialize, or should any of the Company’s underlying assumptions prove incorrect, actual results may vary materially from those currently anticipated. In addition, undue reliance should not be placed on the Company’s forward-looking statements. Except as required by law, the Company disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press release.

###

EX-99.2

By Electronic Delivery to:  thehrlich@uraniumresources.com  December 27, 2007      Mr. Thomas H. Ehrlich   Vice President and Chief Financial Officer   Uranium Resources, Inc.    405 State Highway 121 Bypass   Building A, Suite 110   Lewisville, TX 75067      Re: Uranium Resources, Inc.  (the “Company”)    Nasdaq Symbol:  URRE      Dear Mr. Ehrlich:      On December 19, 2007, the Company verbally notified Staff that on November 1, 2007, its Compensation Committee authorized compensation to Leland Erdahl, an independent director, for his role as financial advisor to the Chief Executive Officer.  Specifically, the Company’s submission dated December 21, 2007 stated that Mr. Erdahl’s compensation consisted of (i) a stipend of $10,000 per month effective May 1, 2007 (the “Stipend”) and (ii) an option to purchase 12,000 shares under the 2004 Directors Stock Option Plan, which exceeded $100,000 as of the date of grant.  As a result, Mr. Erdahl was no longer an independent director1 and the Company did not comply with  independent director requirement for continued listing on The Nasdaq Stock Market under Marketplace Rules 4350(c)(1) (“the “Rule’)2.        However, the Company indicated that on December 20, 2007, its Compensation Committee and Board of Directors rescinded the stock option grant made to Mr. Erdahl on November 1, 2007 and terminated the Stipend effective immediately for the period after December 20, 2007.  The Company confirmed that no shares of common stock were issued pursuant to the stock option grant and no stock option grants will be made to Mr. Erdahl until its next compensation year ending December 31, 2008.  Accordingly, Staff has determined that the Company has regained compliance with the Rule and, subject to the disclosure requirements described below, this matter is now closed.         1 As defined in Marketplace Rule 4200(a)(15).   2 Marketplace Rule 4350(c)(1) requires each issuer to maintain a majority of the board of directors comprised of independent directors.   3 We also note that Item 3.01 of Form 8-K requires disclosure of the receipt of this notification within four business days.  See, SEC Release No. 34-49424.   4 The notice should be submitted to Nasdaq’s MarketWatch Department through the Electronic Disclosure service available at www.NASDAQ.net.  The facsimile numbers for Nasdaq’s Listing Qualifications and Hearings Departments are (301) 978-4028 and (301) 978-8080, respectively.   5 The Company must ensure that the full text of the required announcement is disseminated publicly.  The Company has not satisfied this requirement if the announcement is published as a headline only or if the news service determines not to publish the full text of the story.  Nasdaq cannot render advice to the Company with respect to the format or content of the public announcement.  The following is provided only as a guide that should be modified following consultation with securities counsel:  the Company received a Nasdaq Staff Deficiency Letter on (DATE OF RECEIPT OF STAFF DEFICIENCY LETTER) indicating that the Company fails to comply with the (STOCKHOLDERS’ EQUITY, MINIMUM BID PRICE, MARKET VALUE OF PUBLICLY HELD SHARES, etc.) requirement(s) for continued listing set forth in Marketplace Rule(s)

2:  Marketplace Rule 4803(a) requires that the Company, as promptly as possible but no later than four business days from the receipt of this letter, make a public announcement through the news media which discloses receipt of this letter and the Nasdaq rules upon which it is based.3  The Company must provide a copy of this announcement to Nasdaq’s MarketWatch Department, the Listing Qualifications Department, and the Listing Qualifications Hearings Department (the “Hearings Department”) at least 10 minutes prior to its public dissemination.4  For your convenience, we have enclosed a list of news services.5      In the event the Company does not make the required public announcement, trading in your securities will be halted.      In addition, an indicator will be broadcast over Nasdaq’s market data dissemination network noting the Company’s non-compliance.  The indicator will be displayed with quotation information related to the Company’s securities on Nasdaq.com, NasdaqTrader.com and by other third-party providers of market data information.  Also, a list of all non-compliant Nasdaq companies and the reason(s) for such non-compliance is posted on our website at www.nasdaq.com.  The Company will be included in this list commencing five business days from the date of this letter.      If you have any questions, please contact Marcia Brown-DeMar, Lead Analyst, at (301) 978-8063.      Sincerely,        Stanley Higgins   Director   Nasdaq Listing Qualifications

3:  DIRECTORY OF NEWS SERVICES              Bloomberg Business News   Newsroom   400 College Road East   P.O. Box 888   Princeton, NJ 08540-0888   Telephone: 609.750.4500   Toll free: 800.444.2090   Fax: 609.897.8394     Email: release@Bloomberg.net               MarketWire   5757 West Century Boulevard.   2nd Floor   Los Angeles, CA 90045   Telephone: 800.774.9473   Fax: 310.846.3701             PrimeNewswireSM      (A NASDAQ Company)    5200 West Century Boulevard    Suite 470   Los Angeles, CA  90045   Telephone: 800.307.6627   Fax: 310.642.6933     Web:           http://www.primenewswire.com                     Business Wire   44 Montgomery Street    39th Floor   San Francisco, CA 94104   Telephone: 415.986.4422   Fax: 415.788.5335                 PR Newswire   810 7th Avenue   35th Floor   New York, NY 10036   Telephone: 800.832.5522   Fax: 800.793.9313           Reuters   3 Times Square   New York, NY 10036   Telephone: 646.223.6000    Fax: 646.223.6001     Dow Jones News Wire   Harborside Financial Center   600 Plaza Two   Jersey City, NJ 07311-3992   Telephone: 201.938.5400   Fax: 201.938.5600     News Media Outlets*   *The use of any of these services will satisfy NASDAQ’s listing rules that require the disclosure of specific information in a press release or public announcement through the news media.