content: <PAGE>   1
  
      As filed with the Securities and Exchange Commission on June 10, 1996
                                                       Registration No. 333-______
  
  - --------------------------------------------------------------------------------
  
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
  
                              --------------------
    
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
  
                              --------------------
  
                             URANIUM RESOURCES, INC.
             (Exact name of registrant as specified in its charter)
  
                 DELAWARE                               75-2212772 
       (State or other jurisdiction                  (I.R.S. Employer
     of incorporation or organization)             Identification Number)
  
               12750 MERIT DRIVE, SUITE 1020, DALLAS, TEXAS 75251
               --------------------------------------------------
               (Address of Principal Executive Offices)(Zip Code)
  
                                   ----------
  
    URANIUM RESOURCES, INC. LELAND O. ERDAHL, GEORGE R. IRELAND AND JAMES B.
                             TOMPKINS OPTION GRANTS
  
                            (Full title of the plan)
  
                                   ----------
  
                                PAUL K. WILLMOTT
                 CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
                             URANIUM RESOURCES, INC.
                          12750 MERIT DRIVE, SUITE 1020
                               DALLAS, TEXAS 75251
                           TELEPHONE:  (214) 387-7777
             (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)
  
                                    COPY TO:
       ALFRED C. CHIDESTER                              THOMAS H. EHRLICH 
        BAKER & HOSTETLER                            URANIUM RESOURCES, INC.
  303 EAST 17TH AVENUE, SUITE 1100                12750 MERIT DRIVE, SUITE 1020 
     DENVER, COLORADO 80203                            DALLAS, TEXAS  75251 
         (303) 764-4091                                   (214) 387-7777
  
                         CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
    Title of securities    Amount to be      Proposed maximum          Proposed maximum              Amount of
      to be registered      registered        price per share      aggregate offering price      registration fee(3)
  - ------------------------------------------------------------------------------------------------------------------
    <S>                       <C>                <C>                   <C>                        <C>
    Common Stock, par
    value $0.001 per
    share                     200,000            $4.50(1)              $900,000(1)                $311
  - ------------------------------------------------------------------------------------------------------------------  
    Common Stock, par
    value $0.001 per          100,000            $8.375(2)             $837,500(2)                $289
    share
  - ------------------------------------------------------------------------------------------------------------------
    Total                     300,000              -----               $1,737,500                 $600
  - ------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)      Calculated pursuant to Rule 457(h), based on the exercise price of
           $4.50 per share.  
  (2)      Calculated pursuant to Rule 457(h), based on the exercise price of 
           $8.375 per share.  
  (3)      Registration fee is calculated on the basis of 1/29 of 1% of the 
           proposed combined maximum aggregate offering price of $1,737,500.
  
  
  
  
  
  <PAGE>   2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  
                   Information required by Part I to be contained in the Section
  10(a) prospectus is omitted from this Registration Statement in accordance with
  Rule 428 adopted by the Securities and Exchange Commission under the Securities
  Act of 1933 (the "Securities Act") and the Note to Part I of Form S-8.
  
  
  
  
  
                                        -1-
  <PAGE>   3
  PROSPECTUS
                                   300,000 SHARES
  
                              URANIUM RESOURCES, INC.
  
                                    COMMON STOCK
  
                               --------------------
  
          Uranium Resources, Inc., a Delaware corporation (the "Company"), is
  registering for possible future resale, from time to time, by the holders
  thereof (the "Selling Stockholders"), 300,000 shares (the "Shares") of the
  Company's common stock, par value $0.001 per share (the "Common Stock").  See
  "Selling Stockholders."  The Shares to be offered are those to be acquired by
  the Selling Stockholders upon the exercise of options to purchase 100,000
  shares of Common Stock (the "Options") granted to each of the Selling
  Stockholders.  The Company has agreed to pay all fees and expenses incurred by
  the Company incident to such registration.  It is estimated that the fees and
  expenses of the Company in connection with the offering of the Securities will
  be approximately $7,000.  The Company will not receive any proceeds from the
  sale of the Shares.
  
          The Common Stock is traded on the National Market of the National
  Association of Securities Dealers, Inc.  Automated Quotation System ("the
  Nasdaq National Market") under the symbol "URIX."  On May 31, 1996, the last
  reported sale price of the Common Stock on the Nasdaq National Market was
  $15.375 per share.
  
          SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN
  CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE SHARES.
  
                               --------------------
  
    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
         EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
             SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
              COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
                  PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
                               IS A CRIMINAL OFFENSE.
  
                               --------------------
  
          The Selling Stockholders may offer the Shares offered hereby from time
  to time to purchasers directly or through agents, brokers or dealers.  Such
  Shares may be sold at market prices prevailing at the time of sale or at
  negotiated prices.  The agents, brokers or dealers through whom sales are made
  may be deemed to be "underwriters" within the meaning of the Securities Act of
  1933, as amended (the "Securities Act"), and any amounts received by them in
  exchange for their services in connection with such sales may be deemed to be
  underwriting commissions.  See "Plan of Distribution."
  
                               --------------------
  
  
  
  
  
  <PAGE>   4
                                   June 10, 1996
  
          No person is authorized to give any information or to make any
  representations other than those contained or incorporated by reference in this
  Prospectus in connection with the offer made by this Prospectus, and, if given
  or made, such information or representations must not be relied upon as having
  been authorized.  This Prospectus does not constitute an offer to sell or
  solicitation of an offer to buy any of the Shares offered hereby in any
  jurisdiction to any person to whom it is unlawful to make such offer or
  solicitation in such jurisdiction.  Neither the delivery of this Prospectus nor
  the sale of or offer to sell the Shares offered hereby shall, under any
  circumstances, create an implication that there has been no change in the
  information contained herein or the affairs of the Company since the date
  hereof.
  
                               AVAILABLE INFORMATION
  
          The Company is subject to the informational requirements of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
  accordance therewith files reports, proxy statements and other information with
  the Securities and Exchange Commission (the "Commission").  Such reports, proxy
  statements, and other information may be inspected and copied at the public
  reference facilities maintained by the Commission at Judiciary Plaza, Room
  1024, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the
  following regional offices:  7 World Trade Center, Suite 1300, New York, New
  York 10048, and Citicorp Center, Suite 1400, 500 West Madison Street, Chicago,
  Illinois 60661-2511.  Copies of such materials may be obtained at prescribed
  rates from the Public Reference Section of the Commission at Judiciary Plaza,
  Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.  The Company's
  Common Stock is traded on the Nasdaq National Market.  The foregoing materials
  can also be inspected at the National Association of Securities Dealers, Inc.,
  1735 K.  Street, N.W., Washington, D.C. 20006.
  
          The Company has also filed with the Commission a Registration Statement
  on Form S-8 (together with all amendments and exhibits thereto, the
  "Registration Statement") under the Securities Act with respect to the Shares
  offered hereby.  This Prospectus does not contain all of the information set
  forth in the Registration Statement, certain parts of which are omitted in
  accordance with the rules and regulations of the Commission.  For further
  information pertaining to the Company and the Common Stock offered hereby,
  reference is made to the Registration Statement, copies of which may be
  inspected without charge at the public reference facilities maintained by the
  Commission at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington,
  D.C. 20549, and copies of which may be obtained from the Commission upon
  payment of the prescribed fees.
  
          In addition, the Commission maintains a web site that contains reports,
  proxy and information statements, and other information regarding registrants
  that file electronically with the Commission.  The Company is such a filer.
  The Commission's web site address is (http://www.sec.gov).
  
  
  
  
  
                                        -2-
  <PAGE>   5
                      INCORPORATION OF DOCUMENTS BY REFERENCE
  
          The following documents, which have been filed by the Company with the
  Commission, are hereby incorporated by reference into this Prospectus:
  
          (a)      The Company's Annual Report on Form 10-K for the fiscal year
  ended December 31, 1995, including the Company's Form 10-K/A dated May 21,
  1996.
  
          (b)      The Company's Quarterly Report on Form 10-Q for the fiscal
  quarter ended March 31, 1996.
  
          (c)      The description of the Company's Common Stock contained in the
  Company's registration statement on Form 8-A (Registration No. 0-17171) filed
  with the Commission under the Exchange Act.
  
          All documents filed by the Company after the date of this Prospectus
  pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act and prior
  to the termination of the offering hereunder shall be deemed to be incorporated
  by reference into this Prospectus and to be a part hereof from the date of
  filing of such documents.  Any statement contained in a document incorporated
  or deemed to be incorporated by reference herein shall be deemed to be modified
  or superseded for purposes of this Prospectus to the extent that a statement
  contained herein or in any other subsequently filed document which also is or
  is deemed to be incorporated by reference herein modifies or supersedes such
  statement.  Any such statement so modified or superseded shall not be deemed
  except as so modified or superseded, to constitute a part of this Prospectus.
  
          The Company will provide without charge to each person to whom a copy
  of this Prospectus is delivered, upon the written or oral request of any such
  person, a copy of any or all of the documents incorporated herein by reference,
  other than exhibits to such documents (unless such exhibits are specifically
  incorporated by reference in such documents).  Written requests for such copies
  should be directed to Thomas H. Ehrlich, Vice President and Chief Financial
  Officer, Uranium Resources, Inc., at the Company's principal executive offices
  located at 12750 Merit Drive, Suite #1020, Dallas, Texas 75251.  Telephone
  requests may be directed to Mr. Ehrlich at (214) 387-7777.
  
  
  
  
  
                                        -3-
  <PAGE>   6
                                   RISK FACTORS
  
  CONTINUING SIGNIFICANT CAPITAL REQUIREMENTS
  
          In 1994 and early 1995, the Company experienced a severe cash shortage.
  Between January 11, 1995 and January 20, 1995 a total of $2,080,000 cash was
  transferred from the Company to entities or persons owned, controlled or
  affiliated with Oren L. Benton ("Benton").  These transfers left the Company
  without funds to pay its creditors and employees and facing a liquidity crises
  which could be solved only by raising new capital.  In addition to obligations
  to creditors and employees, the Company needed $4 million for purposes of
  bringing its Rosita property back into production and making pre-production
  expenditures at the Company's Kingsville Dome property.
  
          The report (the "Report") of the Company's independent public
  accountants (the "Accountants") with respect to the Company's financial
  statements for the year ended December 31, 1994 incorporated by reference in
  this Prospectus stated that the Accountants assumed, in preparing such
  financial statements, that the Company would continue as a going concern.  The
  Report further indicates, however, that as of December 31, 1994, the Company
  had a net working capital deficit of $3,107,511 and had assigned most of its
  1995 cash flow from supply contracts to one of the Company's creditors, and
  that such assignment raised substantial doubt as to the Company's ability to
  generate cash flow and to continue as a going concern.  The Report further
  notes that the transfer of $2.08 million from the Company to entities
  affiliated with Oren L. Benton further exacerbated the Company's liquidity
  crisis.  For the reasons described below, on January 25, 1996, the Accountants
  reissued their opinion and removed the going concern modification.
  
          On May 25, 1995, the Company received $6,000,000 in cash (the "Lindner
  Loan") through the issuance of 6.5% secured convertible notes in the aggregate
  principal amounts of $1,500,000 and $4,500,000 initially convertible at $4.00
  per share into 375,000 and 1,125,000 shares of Common Stock to Lindner
  Investments (on behalf of Lindner Bulwark Fund) ("Bulwark") and Lindner
  Dividend Fund, Inc. (now the Lindner Dividend Fund) ("Dividend"), respectively.
  In addition, the Company issued immediately exercisable warrants (the "Lindner
  Warrants") to purchase 375,000 shares and 1,125,000 shares of the Company's
  Common Stock at an initial exercise price of $4.00 per share to Lindner
  Investments (on behalf of Lindner Bulwark Fund) and Dividend, respectively.  On
  May 25, 1995, the date on which the Lindner Warrants were issued, the last
  reported sale price of the Company's Common Stock on the Nasdaq National Market
  was $3.56 per share.
  
          On December 26, 1995, Dividend partially exercised its warrant and
  purchased 500,000 shares at a purchase price of $4 per share for a total
  consideration of $2 million.
  
  
  
  
  
                                        -4-
  <PAGE>   7
  
          The cash obtained from the Lindner Loan and the partial exercise of the
  warrant has substantially improved the Company's net working capital position
  and has enabled the Company to put its Rosita property back into production,
  effective June 1995, and to begin pre-production activities at Kingsville Dome.
  The Company's net working capital position at December 31, 1995 was a positive
  $3,998,000, an improvement of over $7,100,000 from its net working capital
  position at December 31, 1994, due primarily to the consummation of the Lindner
  Loan and the resumption of uranium production at the Company's Rosita facility
  in South Texas in June 1995.  The Company expects to utilize the cash flow from
  sales of uranium produced at the Rosita facility to fund the Company's
  short-term liquidity needs.  However, there can be no assurance that such cash
  flow will be sufficient to meet such needs.  Accordingly, the Company is
  continuing to review additional sources of financing and capital to satisfy its
  future capital requirements.
  
  RISK OF DECREASE IN URANIUM PRICES
  
          The Company's earnings will be significantly affected by the price of
  uranium, which is determined primarily by supply and demand on a worldwide
  basis and by the relationship of that price to the Company's costs of
  production.  In recent years, imports of uranium, including imports of uranium
  from the republics comprising the former Soviet Union, have resulted in
  significant downward pressure on uranium prices.  In 1992, the Department of
  Commerce (the "DOC") ruled that certain of the former Soviet Union republics
  had sold uranium in the United States at less than fair market value.  As a
  result, the DOC signed suspension agreements with these republics which limited
  uranium imports and established strict quotas under which such imports could be
  made.
  
          In 1994, the DOC amended certain aspects of the Russian Suspension
  Agreement (the "Amendment") which permitted the importation of Russian uranium
  provided that the sale of such material was "matched" with an equal amount of
  uranium that was mined or produced in the United States after April 1, 1994.
  The Amendment permits a specified quota volume of Russian uranium to be
  utilized in the years 1994 through 2003.  The total Russian uranium allowed for
  importation over the ten-year period under this matched program is
  approximately 43 million pounds.  The end user of such matched sales will pay a
  combined price for each qualifying delivery provided that the price received by
  the U.S. producer is higher than the unit price.  All sales must be to U.S.
  utilities and the contracts must be finalized after April 1994.
  
          The Amendment has allowed U.S. uranium producers to utilize the Russian
  material to combine with its own production to provide more competitive uranium
  prices to U.S. utilities. In the third quarter of 1995, the Company signed four
  matched sales contracts for deliveries beginning in 1995 and continuing through
  1998.  Total deliveries of the Company's uranium production under these
  contracts is projected to be approximately 1.1 million pounds and such
  contracts will utilize nearly all of its 1995 matched sales quota.
  
  
  
  
  
                                        -5-
  <PAGE>   8
  
          While the Amendment has provided new sales opportunities with respect
  to "matched" sales to utilities, the termination or modification of the current
  "matched sale" program, or the influx of additional low-cost uranium into the
  U.S. market may impair the Company's ability to enter into additional long-term
  contracts at prices that permit economical production from, and development of,
  the Company's uranium properties.
  
          The spot market price for uranium has strengthened appreciably since
  November 1995.  Prices have risen from $11.80 per pound on October 31, 1995 to
  $14.00 per pound on February 13, 1996 and to $16.50 per pound on May 28, 1996.
  While the current spot prices of uranium have increased to levels which exceed
  the Company's cost of uranium production, there is no assurance that such price
  level will continue to rise or remain at such prices which would permit the
  Company to sign additional sales contracts.
  
  POTENTIAL CLAIMS ARISING FROM THE BENTON BANKRUPTCY
  
          During 1994, the Company encountered liquidity problems that resulted
  in the Company entering into certain transactions with companies controlled by
  Oren L. Benton (the "Benton Companies") whereby the Benton Companies (a)
  assisted in the restructuring of the Citibank, N.A. debt, (b) arranged for an
  additional $6.0 million loan to the Company to purchase uranium inventory to
  secure the restructured debt, (c) advanced the Company $2,250,000 to make debt
  payments prior to the restructuring, which advances were subsequently converted
  to common stock and (d) committed to provide the Company with an additional
  $7.0 million of capital.
  
          Further, during January 1995, when the Benton Companies held effective
  control of the common stock of the Company, the Company transferred $1.0
  million to the Benton Companies in connection with a planned joint venture to
  process uranium at a Benton Company's mill.  The specific Benton Companies
  which were to be part of the planned joint venture did not receive the
  transferred funds.  On February 23, 1995, Benton and various of the Benton
  Companies filed for protection under Chapter 11 of the Federal Bankruptcy Code
  (the "Benton Bankruptcy").  Because of the Benton Bankruptcy, the realizability
  of the Company's $1.0 million investment is doubtful.  Also during January
  1995, $1.08 million was transferred to certain of the Benton Companies and an
  individual affiliated with Mr. Benton without the authorization of the
  Company's Board of Directors.  The Company recovered $300,000 in June 1995 of
  the $1.08 million transfer, but $.78 million has not been recovered and there
  can be no assurance that the Company's efforts to pursue recovery will be
  successful.  The Company recorded losses totaling $1.78 million for these
  transactions in 1995.
  
          The bankruptcy could also cause a review of the transactions entered
  into by the Company with the Benton Companies that could potentially result in
  claims against the Company.  The Company is unable to assess what adverse
  consequences, if any, might result from such review.
  
  
  
  
  
                                        -6-
  <PAGE>   9
  DEPENDENCE ON A FEW CUSTOMERS
  
          Substantially all of the Company's contracted sales of uranium through
  December 31, 2002 are represented by seven long-term contracts, four of which
  represent 23%, 14%, 10%, and 10% of sales, for the year ended December 31,
  1995.   Should any of such customers be unable to perform its obligations to
  purchase and pay for the uranium it has contracted to buy because of force
  majeure or otherwise, this would have a material adverse effect on the
  Company's results of operations.
  
  QUARTERLY FLUCTUATIONS IN EARNINGS
  
          Revenues, earnings from operations and net income for the Company can
  fluctuate significantly on a quarter to quarter basis during the year because
  of the timing of deliveries requested by its utility customers.  Accordingly,
  operating results for any quarter or year-to-date period are not necessarily
  comparable and may not be indicative of the results which may be expected for
  future quarters or the entire year.
  
  POTENTIAL ADVERSE IMPACT OF LOSS OF KEY PERSONNEL
  
          Certain of the Company's employees have significant experience in the
  uranium in situ leach mining industry.  The continued success of the Company
  could be dependent upon the efforts of these key individuals, and the loss of
  any one or more of such persons' services could have a material adverse affect
  on the Company's business operations and prospects.
  
  POTENTIAL ADVERSE EFFECT OF FEDERAL AND STATE REGULATIONS
  
          The development and production of uranium is subject to an extensive
  body of governmental regulations that have a material effect on the economics
  of the Company's operations and the timing of project development.  In
  particular, the production of uranium is subject to obtaining multiple permits,
  obtaining adequate water rights and complying with extensive federal and state
  regulations for the protection of the environment, including regulations
  relating to air and water quality, the prevention of groundwater contamination,
  the reclamation and restoration of wellfield aquifers and the treatment,
  transportation and disposal of liquid and/or solid wastes generated by the
  Company's uranium mining process.  To date, the Company's operations have not
  been materially and adversely affected by the inability to obtain or maintain
  required permits or water rights, or by any groundwater contamination or the
  disposal of waste materials at its mining projects. However, should the Company
  meet with unforeseen events or be unable to obtain or maintain permits or water
  rights for development of its properties or otherwise adequately handle future
  contamination or waste disposal, the Company's operations could be materially
  and adversely affected by unanticipated expenditures or delays in the Company's
  ability to initiate or continue production at its properties.
  
  
  
  
  
                                        -7-
  <PAGE>   10
  LIMITED PUBLIC FLOAT AND TRADING VOLUME OF COMMON STOCK
  
          As of December 31, 1995, approximately 66.2% (5,721,000 shares) of the
  Company's outstanding Common Stock was freely transferable without restriction
  in the United States.  For the year ended December 31, 1995, the average weekly
  volume of trading of the Common Stock on the Nasdaq National Market was 36,994
  shares.  The thinly traded nature of the Company's Common Stock could result in
  significant adverse fluctuations in the per share price if large blocks of
  Common Stock were offered for sale in the trading markets.  The Company is
  registering 300,000 shares of Common Stock pursuant to the Registration
  Statement of which this Prospectus is a part.  If all the shares registered
  under the Registration Statement are sold in a short period by the Selling
  Stockholders, such sale may have the effect of significantly depressing the
  price of the Common Stock.
  
  POTENTIAL ADVERSE EFFECT OF ISSUANCES AND SALES OF RESTRICTED SECURITIES
  
          The Company has 8,645,698 shares of Common Stock outstanding as of
  December 31, 1995.  Approximately 5,721,000 shares are freely transferable
  without restriction in the United States.  The Company believes that the
  balance of such shares (approximately 2,924,698 shares) are freely transferable
  without restriction in the United States subject to compliance with the
  provisions of Rule 144 under the Securities Act.
  
          In addition, approximately 1,056,000 shares of Common Stock are
  reserved for issuance upon the exercise of outstanding options; 1,100,000
  shares of Common Stock may be issued upon the exercise of currently outstanding
  warrants; and 1,500,000 shares of Common Stock may be issued upon the
  conversion of the Lindner Loan.  No determination can be made as to the impact
  that the issuance of such shares of Common Stock will have on the market price
  of the Common Stock prevailing from time to time; however, it should be assumed
  that a substantial increase in the number of outstanding shares available for
  sale and/or the sale of substantial amounts of Common Stock in the public
  market could adversely affect prevailing market prices.
  
  CONTINUING CONTROL BY THE LINDNER GROUP
  
          Prior to the consummation of the Lindner Loan, Lindner Fund, Inc. (now
  Lindner Growth Fund) ("Growth"), was the beneficial owner of 821,525
  outstanding shares of the Company's Common Stock, representing 10.2% of the
  outstanding shares of Common Stock.  Growth, Dividend, and Bulwark (the
  "Lindner Group") are separate series of Lindner Investments, a Massachusetts
  business trust that is a registered investment company, and may be deemed
  collectively as a controlling stockholder and an affiliate of the Company.  The
  Lindner Group is managed by Ryback Management Corporation ("Ryback"), an
  investment adviser.  Ryback has discretionary authority over the shares owned
  beneficially by the Lindner Group, including the power to vote and dispose of
  such shares.  Ryback also manages the accounts of third parties other than the
  Lindner Group.  Such parties own beneficially 250,000 outstanding shares over
  which Ryback has discretionary authority to vote and dispose of such shares.
  
  
  
  
  
                                        -8-
  <PAGE>   11
          The Lindner Group owns beneficially an aggregate of 1,650,525 shares of
  Common Stock (18.9% of the outstanding Common Stock) and has the right to
  acquire an additional 1,500,000 shares upon conversion of the Lindner Loan and
  1,000,000 shares upon the exercise of the Lindner Warrants.  Assuming the
  Lindner Loan is fully converted into Common Stock and the Lindner Warrants are
  fully exercised, the Lindner Group would own 4,150,525 shares or 37.0% of the
  outstanding Common Stock.  Such ownership may have the effect of delaying,
  deferring, or preventing a change in control of the Company.
  
                                    THE COMPANY
  
          The Company was founded in 1977 to acquire, explore and develop uranium
  properties using the in situ leach mining process.  The Company's activities
  are primarily concentrated in South Texas and New Mexico.  The Company's
  principal office is located at 12750 Merit Drive, Suite #1020, Dallas, Texas
  75251 and its telephone number is (214) 387-7777.
  
                                  USE OF PROCEEDS
  
   The Company will not receive any of the proceeds from the sale of the Shares.
  
                                  DIVIDEND POLICY
  
          The Company has never declared or paid cash dividends on its Common
  Stock.  The Company currently intends to retain any earnings for use in its
  business and therefore does not anticipate paying any cash dividends in the
  foreseeable future.
  
                                SELLING STOCKHOLDERS
  
          The Shares to be offered are those to be acquired by the Selling
  Stockholders upon the exercise of the Options granted to each of the Selling
  Stockholders.
  
          The following table sets forth as of May 28, 1996, the names of the
  Selling Stockholders, the nature of his, her or its position, office, or other
  material relationship to the Company or its subsidiaries, if applicable, and
  the number of shares of Common Stock which such Selling Stockholders owned of
  record as of the date of this Prospectus.  The table also sets forth the number
  of shares of Common Stock owned by the Selling Stockholders that are offered
  for sale by this Prospectus and the number of shares of Common Stock to be held
  by such Selling Stockholders assuming the sale of all the Securities offered
  hereby.  The Company may supplement this Prospectus from time to time to
  disclose the names, relationships to the Company and holding of Securities of
  additional Selling Stockholders.
  
  
  
  
  
                                        -9-
  <PAGE>   12
  
  
  <TABLE>
  <CAPTION>
                                         Number of Shares of   Maximum Number of Shares    Number of  Shares of Common
           Name and Relationship          Common Stock Owned    to be Sold Pursuant to   Stock to be Held  Assuming Sale
             to Company if any            as of May 28, 1996        this Offering        of all the Shares Offered Hereby
             -----------------            ------------------        -------------        --------------------------------
           <S>                                <C>                      <C>                            <C>
           Leland O. Erdahl, Director         111,750(1)               100,000                        11,750
  
  
           George R. Ireland, Director        114,000(2)               100,000                        14,000
  
  
           James B. Tompkins                  105,000(3)               100,000                         5,000
  </TABLE>
  
  
  ______________________________
  
  1    Includes 110,250 shares that may be obtained by Mr. Erdahl through the
       exercise of stock options which are currently exercisable.  Does not
       include 12,750 shares that may be obtained by Mr. Erdahl through the
       exercise of stock options exercisable more than 60 days from the date
       hereof.
  
  2    Includes 105,000 shares that may be obtained by Mr. Ireland through the
       exercise of stock options which are currently exercisable.  Does not
       include 17,000 shares that may be obtained by Mr. Ireland through the
       exercise of stock options exercisable more than 60 days from the date
       hereof.
  
  3    Includes 105,000 shares that may be obtained by Mr. Tompkins through the
       exercise of stock options which are currently exercisable.  Does not
       include 17,000 shares that may be obtained by Mr. Tompkins through the
       exercise of stock options exercisable more than 60 days from the date
       hereof.
  
  
                                PLAN OF DISTRIBUTION
  
           The Shares covered by this Prospectus are currently outstanding and
  are owned by the Selling Stockholders.  The distribution of the Shares by the
  Selling Stockholders or by pledgees, donees, transferees or other successors in
  interest may be effected from time to time in one or more transactions (which
  may involve block transactions) on the Nasdaq National Market or in the
  over-the-counter market or otherwise, in negotiated transactions, or a
  combination of such methods of sale, at market prices prevailing at the time of
  sale, at prices related to such prevailing market prices or at negotiated
  prices.  The Selling Stockholders may effect such transactions by selling the
  Shares to or through broker dealers, and such broker-dealers may receive
  compensation in the form of underwriting discounts, concessions or commissions
  from the Selling Stockholders or purchasers of Shares for whom they may act as
  agent (which compensation may be in excess of customary commissions).  Such
  brokers or dealers may be deemed to be "underwriters" within the meaning of the
  Securities Act in connection with such sales and any commissions received by
  them may be deemed to be underwriting compensation.
  
           In accordance with applicable rules and regulations promulgated under
  the Exchange Act, any person engaged in the distribution of any of the Shares
  may not simultaneously engage in market activities with respect to any of the
  Common Stock for a period of nine business days prior to the commencement of
  such distribution.  In addition and without limiting the foregoing,
  
  
                                        -10-
  <PAGE>   13
  the Selling Stockholders may be subject to applicable provisions of the
  Exchange Act and the rules and regulations promulgated thereunder, including,
  without limitation, Rules 10b-2, 10b-6 and 10b-7, which provisions may limit
  the timing of purchases and sales of Shares by the Selling Stockholders.
  
           Certain costs, expenses and fees in connection with the registration
  of the Securities will be borne by the Company.  Commissions, discounts and
  transfer taxes, if any, attributable to the sales of the Shares will be borne
  by the Selling Stockholders, as will the costs of legal counsel for the Selling
  Stockholders.  The Selling Stockholders have agreed to indemnify the Company,
  all other prospective holders of the shares registered hereby or any
  underwriter, as the case may be, and any of the respective affiliates,
  directors, officers and controlling persons, against certain liabilities in
  connection with the offering of the Securities pursuant to this Prospectus,
  including liabilities arising under the Securities Act.  In addition, the
  Company has agreed to indemnify the Selling Stockholders, all other prospective
  holders of the shares registered hereby or any underwriter, as the case may be,
  and any of their respective affiliates, directors, officers and controlling
  persons, against certain liabilities in connection with the offering of the
  Securities pursuant to this Prospectus, including liabilities arising under the
  Securities Act.
  
  
                                   LEGAL MATTERS
  
           The validity of the Shares offered hereby will be passed upon for the
  Company by Baker & Hostetler.
  
                                      EXPERTS
  
           The financial statements and schedules incorporated by reference in
  this Prospectus and elsewhere in the Registration Statement have been audited
  by Arthur Andersen LLP, independent public accountants, as indicated in their
  reports with respect thereto, and are incorporated by reference in reliance
  upon the authority of said firm as experts in accounting and auditing in giving
  said reports.
  
  
  
  
  
                                        -11-
  <PAGE>   14
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The information called for by this Item 3 appears on page 3 of this
  Registration Statement on Form S-8.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Indemnification provisions for directors, officers and controlling
  persons of the Registrant against liability, including liability under the
  Securities Act is provided for by the Registrant's Certificate of Incorporation
  and Bylaws as well as the Delaware General Corporation Law.  Under the
  Certificate of Incorporation and Bylaws of the Registrant, each person who is
  or was a director, officer or controlling persons of the Registrant will be
  indemnified by the Registrant as a matter of right to the extent permitted or
  authorized by law.  The effects of the Certificate of Incorporation, the Bylaws
  and the Delaware General Corporation Law may be summarized as follows:
  
           (a)     Under Delaware law, to the extent that such a person is
  successful on the merits in defense of a suit or proceeding brought against him
  by reason of the fact that he is a director or officer of the Registrant, he
  shall be indemnified against expenses (including attorneys' fees) reasonably
  incurred in connection with such action;
  
           (b)     In other circumstances, a director or officer of the
  Registrant may be indemnified against expenses (including attorneys' fees)
  judgments, fines and amounts paid in settlement actually and reasonably
  incurred by him in connection with such action, suit or proceeding if he acted
  in good faith and in a manner he reasonably believed to be in and not opposed
  to the best interest of the Registrant, and, with respect to a criminal action
  or proceeding, had no reasonable cause to believe his conduct was unlawful;
  however, in an action or suit by or in the right of the Registrant to procure a
  judgment in its favor, such person will not be indemnified if he has been
  adjudged to be liable to the Registrant unless and only to the extent that the
  Delaware Court of Chancery or the court in which such action or suit was
  brought determines upon application that, despite the adjudication of liability
  but in view of all the circumstances of the case, such person
  
  
  
  
  
                                       II-1
  <PAGE>   15
  is fairly and reasonably entitled to indemnity for such expenses which the
  Court of Chancery or such other court deems proper.  A determination that
  indemnification of a director or officer is proper will be made by a
  disinterested majority of the Registrant's Board of Directors, by independent
  legal counsel, or by the stockholders of the Registrant; and
  
           (c)     The Registrant's Certificate of Incorporation contains a
  provision which eliminates, to the fullest extent permitted by the Delaware
  General Corporation Law, the liability of directors of the Registrant from
  monetary damages arising from any breach of fiduciary duties as a member of the
  Registrant's Board of Directors.  This provision will not eliminate liability,
  for among other matters, (i) breaches of duty of loyalty, (ii) acts or
  omissions not in good faith or knowing violations of law, (iii) unlawful
  payments of dividends or unlawful stock purchases or redemption, or (iv) any
  transaction from which the director derived an improper personal benefit.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           Reference is made to the Exhibit Index that immediately precedes the
  exhibits filed with this Registration Statement.
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)     The Registrant hereby undertakes:
  
                   (1)      To file, during any period in which offers or sales
           are being made, a post-effective amendment to this Registration
           Statement:
  
                            (i)     To include any prospectus required by section 
                   10(a)(3) of the Securities Act;
  
                            (ii)    To reflect in the prospectus any facts or
                   events arising after the effective date of the Registration
                   Statement (or the most recent post-effective amendment
                   thereof) which, individually or in the aggregate, represent a
                   fundamental change in the information set forth in the
                   Registration Statement;
  
                            (iii)   To include any material information with
                   respect to the plan of distribution not previously disclosed
                   in the Registration Statement or any material change to such
                   information in the Registration Statement;
  
  
  
  
  
                                       II-2
  <PAGE>   16
           provided, however, that the undertakings set forth in paragraphs (i)
           and (ii)  above do not apply and the information required to be
           included in a post-effective amendment by those paragraphs is contained
           in periodic reports filed by the Registrant pursuant to section 13 or
           section 15(d) of the Exchange Act that are incorporated by reference 
           in this Registration Statement.          
  
                   (2)      That, for the purpose of determining any liability 
  
           under the Securities Act, each such post- effective amendment shall be
           deemed to be a new registration statement relating to the securities
           offered therein, and the offering of such securities at that time
           shall be deemed to be the initial bona fide offering thereof. 
  
                   (3)      To remove from registration by means of a
  
           post-effective amendment any of the securities being registered which 
           remain unsold at the termination of the offering.
  
           (b)     The Registrant hereby further undertakes that, for the
  purposes of determining any liability under the Securities Act, each filing of
  the Registrant's annual report pursuant to section 13(a) or section 15(d) of
  the Exchange Act that is incorporated by reference in the Registration
  Statement shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that time
  shall be deemed to be the initial bona fide offering thereof.
  
           (c)     Insofar as the indemnification for liabilities arising under
  the Securities Act may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Securities Act and is therefore, unenforceable.  In the event that a
  claim for indemnification against such liabilities (other than the payment by
  the Registrant of expenses incurred or paid by a director, officer or
  controlling person of the Registrant in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person
  in connection with the securities being registered, the Registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the
  Securities Act and will be governed by the final adjudication of such issue.
  
  
  
  
  
                                       II-3
  <PAGE>   17
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Dallas, State of Texas, on the 7th day of June,
  1996.
  
                                          URANIUM RESOURCES, INC.
  
  
                                          By: /s/ Paul K. Willmott 
                                              -----------------------------------
                                              Paul K. Willmott 
                                              Chairman, Chief Executive Officer 
                                              and President
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement on Form S-8 has been signed by the following persons in
  the capacities and as of the date indicated.
  
  <TABLE>
  <CAPTION>
                     Signature                                          Title                         Date
                     ---------                                          -----                         ----
  <S>                                                <C>                                        <C>
  /s/ Paul K. Willmott                               Chairman of the Board, Chief Executive     June 7, 1996
  - -------------------------------------------        Officer and President                                                       
                 Paul K. Willmott                    (Principal Executive Officer)
                                                     
  
  /s/ Leland O. Erdahl                               Director                                   June 7, 1996
  - -------------------------------------------                                                               
                 Leland O. Erdahl
  
  
  /s/ George R. Ireland                              Director                                   June 7, 1996
  - -------------------------------------------                                                               
                 George R. Ireland
  
  
  
  /s/ James B. Tompkins                              Director                                   June 7, 1996
  - -----------------------------------------                                                                 
                 James B. Tompkins
  
  
  /s/ Thomas H. Ehrlich                              Vice President and Chief                   June 7, 1996
  - ------------------------------------------         Financial Officer (Principal Financial                
                 Thomas H. Ehrlich                   Officer and Principal Accounting Officer)
                                                     
  </TABLE>
  
  
  
  
  
                                       II-4
  <PAGE>   18
                                 INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
      Exhibit                                                                                Sequentially
       Number                                 Description                                    Numbered Page
      -------                                 -----------                                    -------------
        <S>        <C>
        4.1        Non-Qualified Stock Option Agreement dated August 16, 1995,
                   between the Registrant and Leland O. Erdahl (Incorporated herein
                   by reference to Exhibit 10.9 to the Annual Report on Form 10-K for
                   the fiscal year ended December 31, 1995, including the Form 10-K/A
                   filed May 21, 1996 of Uranium Resources, Inc. (Commission File No.
                   0-17171) pursuant to Rule 411(c) promulgated under the Securities
                   Act of 1933).
  
        4.2        Non-Qualified Stock Option Agreement dated May 25, 1995 between
                   the Registrant and George R. Ireland (Incorporated herein by
                   reference to Exhibit 10.10 to the Annual Report on Form 10-K for
                   the fiscal year ended December 31, 1995, including the Form 10-K/A
                   filed May 21, 1996 of Uranium Resources, Inc. (Commission File No.
                   0-17171) pursuant to Rule 411(c) promulgated under the Securities
                   Act of 1933).
  
        4.3        Non-Qualified Stock Option Agreement dated May 25, 1995 between
                   the Registrant and James B. Tompkins (Incorporated herein by
                   reference to Exhibit 10.11 to the Annual Report on Form 10-K for
                   the fiscal year ended December 31, 1995, including the Form 10-K/A
                   filed May 21, 1996 of Uranium Resources, Inc. (Commission File No.
                   0-17171) pursuant to Rule 411(c) promulgated under the Securities
                   Act of 1933).
  
        4.4        Article 4 of the Certificate of Incorporation of the Registrant
                   (Incorporated herein by reference to Exhibit 4.2 to the
                   Registration Statement on Form S-8 of Uranium Resources, Inc.
                   (Registration No. 33-00344), pursuant to Rule 411(c) promulgated
                   under the Securities Act of 1933).
  
        5.1        Opinion of Baker & Hostetler.
  
        23.1       Consent of Arthur Andersen LLP.
  
        23.2       Consent of Baker & Hostetler -- included in Exhibit 5.1.
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 49613}]
metadata_filer: {"company-data": {"conformed-name": "URANIUM RESOURCES INC /DE/", "cik": "0000839470", "assigned-sic": "1090", "irs-number": "752212772", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-05617", "film-number": "96578891"}, "business-address": {"street1": "12750 MERIT DRIVE", "street2": "SUITE 1210", "city": "DALLAS", "state": "TX", "zip": "75251", "phone": "2143877777"}, "mail-address": {"street1": "12750 MERIT DRIVE", "street2": "SUITE 1210", "city": "DALLAS", "state": "TX", "zip": "75251"}}
text: 1
  
      As filed with the Securities and Exchange Commission on June 10, 1996
                                                       Registration No. 333-______
  
  - --------------------------------------------------------------------------------
  
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
  
                              --------------------
    
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
  
                              --------------------
  
                             URANIUM RESOURCES, INC.
             (Exact name of registrant as specified in its charter)
  
                 DELAWARE                               75-2212772 
       (State or other jurisdiction                  (I.R.S. Employer
     of incorporation or organization)             Identification Number)
  
               12750 MERIT DRIVE, SUITE 1020, DALLAS, TEXAS 75251
               --------------------------------------------------
               (Address of Principal Executive Offices)(Zip Code)
  
                                   ----------
  
    URANIUM RESOURCES, INC. LELAND O. ERDAHL, GEORGE R. IRELAND AND JAMES B.
                             TOMPKINS OPTION GRANTS
  
                            (Full title of the plan)
  
                                   ----------
  
                                PAUL K. WILLMOTT
                 CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
                             URANIUM RESOURCES, INC.
                          12750 MERIT DRIVE, SUITE 1020
                               DALLAS, TEXAS 75251
                           TELEPHONE:  (214) 387-7777
             (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)
  
                                    COPY TO:
       ALFRED C. CHIDESTER                              THOMAS H. EHRLICH 
        BAKER & HOSTETLER                            URANIUM RESOURCES, INC.
  303 EAST 17TH AVENUE, SUITE 1100                12750 MERIT DRIVE, SUITE 1020 
     DENVER, COLORADO 80203                            DALLAS, TEXAS  75251 
         (303) 764-4091                                   (214) 387-7777
  
                         CALCULATION OF REGISTRATION FEE
  Title of securities    Amount to be      Proposed maximum          Proposed maximum              Amount of
      to be registered      registered        price per share      aggregate offering price      registration fee(3)
  - ------------------------------------------------------------------------------------------------------------------
  Common Stock, par
    value $0.001 per
    share                     200,000            $4.50(1)              $900,000(1)                $311
  - ------------------------------------------------------------------------------------------------------------------  
    Common Stock, par
    value $0.001 per          100,000            $8.375(2)             $837,500(2)                $289
    share
  - ------------------------------------------------------------------------------------------------------------------
    Total                     300,000              -----               $1,737,500                 $600
  - ------------------------------------------------------------------------------------------------------------------
  (1)      Calculated pursuant to Rule 457(h), based on the exercise price of
           $4.50 per share.  
  (2)      Calculated pursuant to Rule 457(h), based on the exercise price of 
           $8.375 per share.  
  (3)      Registration fee is calculated on the basis of 1/29 of 1% of the 
           proposed combined maximum aggregate offering price of $1,737,500.
  2
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
                   Information required by Part I to be contained in the Section
  10(a) prospectus is omitted from this Registration Statement in accordance with
  Rule 428 adopted by the Securities and Exchange Commission under the Securities
  Act of 1933 (the "Securities Act") and the Note to Part I of Form S-8.
  
                                        -1-
  3
  PROSPECTUS
                                   300,000 SHARES
  
                              URANIUM RESOURCES, INC.
  
                                    COMMON STOCK
  
                               --------------------
  
          Uranium Resources, Inc., a Delaware corporation (the "Company"), is
  registering for possible future resale, from time to time, by the holders
  thereof (the "Selling Stockholders"), 300,000 shares (the "Shares") of the
  Company's common stock, par value $0.001 per share (the "Common Stock").  See
  "Selling Stockholders."  The Shares to be offered are those to be acquired by
  the Selling Stockholders upon the exercise of options to purchase 100,000
  shares of Common Stock (the "Options") granted to each of the Selling
  Stockholders.  The Company has agreed to pay all fees and expenses incurred by
  the Company incident to such registration.  It is estimated that the fees and
  expenses of the Company in connection with the offering of the Securities will
  be approximately $7,000.  The Company will not receive any proceeds from the
  sale of the Shares.
  
          The Common Stock is traded on the National Market of the National
  Association of Securities Dealers, Inc.  Automated Quotation System ("the
  Nasdaq National Market") under the symbol "URIX."  On May 31, 1996, the last
  reported sale price of the Common Stock on the Nasdaq National Market was
  $15.375 per share.
  
          SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN
  CONSIDERATIONS RELEVANT TO AN INVESTMENT IN THE SHARES.
  
                               --------------------
  
    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
         EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
             SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
              COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
                  PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY
                               IS A CRIMINAL OFFENSE.
  
                               --------------------
  
          The Selling Stockholders may offer the Shares offered hereby from time
  to time to purchasers directly or through agents, brokers or dealers.  Such
  Shares may be sold at market prices prevailing at the time of sale or at
  negotiated prices.  The agents, brokers or dealers through whom sales are made
  may be deemed to be "underwriters" within the meaning of the Securities Act of
  1933, as amended (the "Securities Act"), and any amounts received by them in
  exchange for their services in connection with such sales may be deemed to be
  underwriting commissions.  See "Plan of Distribution."
  
                               --------------------
  4
                                   June 10, 1996
  
          No person is authorized to give any information or to make any
  representations other than those contained or incorporated by reference in this
  Prospectus in connection with the offer made by this Prospectus, and, if given
  or made, such information or representations must not be relied upon as having
  been authorized.  This Prospectus does not constitute an offer to sell or
  solicitation of an offer to buy any of the Shares offered hereby in any
  jurisdiction to any person to whom it is unlawful to make such offer or
  solicitation in such jurisdiction.  Neither the delivery of this Prospectus nor
  the sale of or offer to sell the Shares offered hereby shall, under any
  circumstances, create an implication that there has been no change in the
  information contained herein or the affairs of the Company since the date
  hereof.
  
                               AVAILABLE INFORMATION
  
          The Company is subject to the informational requirements of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
  accordance therewith files reports, proxy statements and other information with
  the Securities and Exchange Commission (the "Commission").  Such reports, proxy
  statements, and other information may be inspected and copied at the public
  reference facilities maintained by the Commission at Judiciary Plaza, Room
  1024, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the
  following regional offices:  7 World Trade Center, Suite 1300, New York, New
  York 10048, and Citicorp Center, Suite 1400, 500 West Madison Street, Chicago,
  Illinois 60661-2511.  Copies of such materials may be obtained at prescribed
  rates from the Public Reference Section of the Commission at Judiciary Plaza,
  Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549.  The Company's
  Common Stock is traded on the Nasdaq National Market.  The foregoing materials
  can also be inspected at the National Association of Securities Dealers, Inc.,
  1735 K.  Street, N.W., Washington, D.C. 20006.
  
          The Company has also filed with the Commission a Registration Statement
  on Form S-8 (together with all amendments and exhibits thereto, the
  "Registration Statement") under the Securities Act with respect to the Shares
  offered hereby.  This Prospectus does not contain all of the information set
  forth in the Registration Statement, certain parts of which are omitted in
  accordance with the rules and regulations of the Commission.  For further
  information pertaining to the Company and the Common Stock offered hereby,
  reference is made to the Registration Statement, copies of which may be
  inspected without charge at the public reference facilities maintained by the
  Commission at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington,
  D.C. 20549, and copies of which may be obtained from the Commission upon
  payment of the prescribed fees.
  
          In addition, the Commission maintains a web site that contains reports,
  proxy and information statements, and other information regarding registrants
  that file electronically with the Commission.  The Company is such a filer.
  The Commission's web site address is (http://www.sec.gov).
  
                                        -2-
  5
                      INCORPORATION OF DOCUMENTS BY REFERENCE
  
          The following documents, which have been filed by the Company with the
  Commission, are hereby incorporated by reference into this Prospectus:
  
          (a)      The Company's Annual Report on Form 10-K for the fiscal year
  ended December 31, 1995, including the Company's Form 10-K/A dated May 21,
  1996.
  
          (b)      The Company's Quarterly Report on Form 10-Q for the fiscal
  quarter ended March 31, 1996.
  
          (c)      The description of the Company's Common Stock contained in the
  Company's registration statement on Form 8-A (Registration No. 0-17171) filed
  with the Commission under the Exchange Act.
  
          All documents filed by the Company after the date of this Prospectus
  pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act and prior
  to the termination of the offering hereunder shall be deemed to be incorporated
  by reference into this Prospectus and to be a part hereof from the date of
  filing of such documents.  Any statement contained in a document incorporated
  or deemed to be incorporated by reference herein shall be deemed to be modified
  or superseded for purposes of this Prospectus to the extent that a statement
  contained herein or in any other subsequently filed document which also is or
  is deemed to be incorporated by reference herein modifies or supersedes such
  statement.  Any such statement so modified or superseded shall not be deemed
  except as so modified or superseded, to constitute a part of this Prospectus.
  
          The Company will provide without charge to each person to whom a copy
  of this Prospectus is delivered, upon the written or oral request of any such
  person, a copy of any or all of the documents incorporated herein by reference,
  other than exhibits to such documents (unless such exhibits are specifically
  incorporated by reference in such documents).  Written requests for such copies
  should be directed to Thomas H. Ehrlich, Vice President and Chief Financial
  Officer, Uranium Resources, Inc., at the Company's principal executive offices
  located at 12750 Merit Drive, Suite #1020, Dallas, Texas 75251.  Telephone
  requests may be directed to Mr. Ehrlich at (214) 387-7777.
  
                                        -3-
  6
                                   RISK FACTORS
  
  CONTINUING SIGNIFICANT CAPITAL REQUIREMENTS
  
          In 1994 and early 1995, the Company experienced a severe cash shortage.
  Between January 11, 1995 and January 20, 1995 a total of $2,080,000 cash was
  transferred from the Company to entities or persons owned, controlled or
  affiliated with Oren L. Benton ("Benton").  These transfers left the Company
  without funds to pay its creditors and employees and facing a liquidity crises
  which could be solved only by raising new capital.  In addition to obligations
  to creditors and employees, the Company needed $4 million for purposes of
  bringing its Rosita property back into production and making pre-production
  expenditures at the Company's Kingsville Dome property.
  
          The report (the "Report") of the Company's independent public
  accountants (the "Accountants") with respect to the Company's financial
  statements for the year ended December 31, 1994 incorporated by reference in
  this Prospectus stated that the Accountants assumed, in preparing such
  financial statements, that the Company would continue as a going concern.  The
  Report further indicates, however, that as of December 31, 1994, the Company
  had a net working capital deficit of $3,107,511 and had assigned most of its
  1995 cash flow from supply contracts to one of the Company's creditors, and
  that such assignment raised substantial doubt as to the Company's ability to
  generate cash flow and to continue as a going concern.  The Report further
  notes that the transfer of $2.08 million from the Company to entities
  affiliated with Oren L. Benton further exacerbated the Company's liquidity
  crisis.  For the reasons described below, on January 25, 1996, the Accountants
  reissued their opinion and removed the going concern modification.
  
          On May 25, 1995, the Company received $6,000,000 in cash (the "Lindner
  Loan") through the issuance of 6.5% secured convertible notes in the aggregate
  principal amounts of $1,500,000 and $4,500,000 initially convertible at $4.00
  per share into 375,000 and 1,125,000 shares of Common Stock to Lindner
  Investments (on behalf of Lindner Bulwark Fund) ("Bulwark") and Lindner
  Dividend Fund, Inc. (now the Lindner Dividend Fund) ("Dividend"), respectively.
  In addition, the Company issued immediately exercisable warrants (the "Lindner
  Warrants") to purchase 375,000 shares and 1,125,000 shares of the Company's
  Common Stock at an initial exercise price of $4.00 per share to Lindner
  Investments (on behalf of Lindner Bulwark Fund) and Dividend, respectively.  On
  May 25, 1995, the date on which the Lindner Warrants were issued, the last
  reported sale price of the Company's Common Stock on the Nasdaq National Market
  was $3.56 per share.
  
          On December 26, 1995, Dividend partially exercised its warrant and
  purchased 500,000 shares at a purchase price of $4 per share for a total
  consideration of $2 million.
  
                                        -4-
  7
  
          The cash obtained from the Lindner Loan and the partial exercise of the
  warrant has substantially improved the Company's net working capital position
  and has enabled the Company to put its Rosita property back into production,
  effective June 1995, and to begin pre-production activities at Kingsville Dome.
  The Company's net working capital position at December 31, 1995 was a positive
  $3,998,000, an improvement of over $7,100,000 from its net working capital
  position at December 31, 1994, due primarily to the consummation of the Lindner
  Loan and the resumption of uranium production at the Company's Rosita facility
  in South Texas in June 1995.  The Company expects to utilize the cash flow from
  sales of uranium produced at the Rosita facility to fund the Company's
  short-term liquidity needs.  However, there can be no assurance that such cash
  flow will be sufficient to meet such needs.  Accordingly, the Company is
  continuing to review additional sources of financing and capital to satisfy its
  future capital requirements.
  
  RISK OF DECREASE IN URANIUM PRICES
  
          The Company's earnings will be significantly affected by the price of
  uranium, which is determined primarily by supply and demand on a worldwide
  basis and by the relationship of that price to the Company's costs of
  production.  In recent years, imports of uranium, including imports of uranium
  from the republics comprising the former Soviet Union, have resulted in
  significant downward pressure on uranium prices.  In 1992, the Department of
  Commerce (the "DOC") ruled that certain of the former Soviet Union republics
  had sold uranium in the United States at less than fair market value.  As a
  result, the DOC signed suspension agreements with these republics which limited
  uranium imports and established strict quotas under which such imports could be
  made.
  
          In 1994, the DOC amended certain aspects of the Russian Suspension
  Agreement (the "Amendment") which permitted the importation of Russian uranium
  provided that the sale of such material was "matched" with an equal amount of
  uranium that was mined or produced in the United States after April 1, 1994.
  The Amendment permits a specified quota volume of Russian uranium to be
  utilized in the years 1994 through 2003.  The total Russian uranium allowed for
  importation over the ten-year period under this matched program is
  approximately 43 million pounds.  The end user of such matched sales will pay a
  combined price for each qualifying delivery provided that the price received by
  the U.S. producer is higher than the unit price.  All sales must be to U.S.
  utilities and the contracts must be finalized after April 1994.
  
          The Amendment has allowed U.S. uranium producers to utilize the Russian
  material to combine with its own production to provide more competitive uranium
  prices to U.S. utilities. In the third quarter of 1995, the Company signed four
  matched sales contracts for deliveries beginning in 1995 and continuing through
  1998.  Total deliveries of the Company's uranium production under these
  contracts is projected to be approximately 1.1 million pounds and such
  contracts will utilize nearly all of its 1995 matched sales quota.
  
                                        -5-
  8
  
          While the Amendment has provided new sales opportunities with respect
  to "matched" sales to utilities, the termination or modification of the current
  "matched sale" program, or the influx of additional low-cost uranium into the
  U.S. market may impair the Company's ability to enter into additional long-term
  contracts at prices that permit economical production from, and development of,
  the Company's uranium properties.
  
          The spot market price for uranium has strengthened appreciably since
  November 1995.  Prices have risen from $11.80 per pound on October 31, 1995 to
  $14.00 per pound on February 13, 1996 and to $16.50 per pound on May 28, 1996.
  While the current spot prices of uranium have increased to levels which exceed
  the Company's cost of uranium production, there is no assurance that such price
  level will continue to rise or remain at such prices which would permit the
  Company to sign additional sales contracts.
  
  POTENTIAL CLAIMS ARISING FROM THE BENTON BANKRUPTCY
  
          During 1994, the Company encountered liquidity problems that resulted
  in the Company entering into certain transactions with companies controlled by
  Oren L. Benton (the "Benton Companies") whereby the Benton Companies (a)
  assisted in the restructuring of the Citibank, N.A. debt, (b) arranged for an
  additional $6.0 million loan to the Company to purchase uranium inventory to
  secure the restructured debt, (c) advanced the Company $2,250,000 to make debt
  payments prior to the restructuring, which advances were subsequently converted
  to common stock and (d) committed to provide the Company with an additional
  $7.0 million of capital.
  
          Further, during January 1995, when the Benton Companies held effective
  control of the common stock of the Company, the Company transferred $1.0
  million to the Benton Companies in connection with a planned joint venture to
  process uranium at a Benton Company's mill.  The specific Benton Companies
  which were to be part of the planned joint venture did not receive the
  transferred funds.  On February 23, 1995, Benton and various of the Benton
  Companies filed for protection under Chapter 11 of the Federal Bankruptcy Code
  (the "Benton Bankruptcy").  Because of the Benton Bankruptcy, the realizability
  of the Company's $1.0 million investment is doubtful.  Also during January
  1995, $1.08 million was transferred to certain of the Benton Companies and an
  individual affiliated with Mr. Benton without the authorization of the
  Company's Board of Directors.  The Company recovered $300,000 in June 1995 of
  the $1.08 million transfer, but $.78 million has not been recovered and there
  can be no assurance that the Company's efforts to pursue recovery will be
  successful.  The Company recorded losses totaling $1.78 million for these
  transactions in 1995.
  
          The bankruptcy could also cause a review of the transactions entered
  into by the Company with the Benton Companies that could potentially result in
  claims against the Company.  The Company is unable to assess what adverse
  consequences, if any, might result from such review.
  
                                        -6-
  9
  DEPENDENCE ON A FEW CUSTOMERS
  
          Substantially all of the Company's contracted sales of uranium through
  December 31, 2002 are represented by seven long-term contracts, four of which
  represent 23%, 14%, 10%, and 10% of sales, for the year ended December 31,
  1995.   Should any of such customers be unable to perform its obligations to
  purchase and pay for the uranium it has contracted to buy because of force
  majeure or otherwise, this would have a material adverse effect on the
  Company's results of operations.
  
  QUARTERLY FLUCTUATIONS IN EARNINGS
  
          Revenues, earnings from operations and net income for the Company can
  fluctuate significantly on a quarter to quarter basis during the year because
  of the timing of deliveries requested by its utility customers.  Accordingly,
  operating results for any quarter or year-to-date period are not necessarily
  comparable and may not be indicative of the results which may be expected for
  future quarters or the entire year.
  
  POTENTIAL ADVERSE IMPACT OF LOSS OF KEY PERSONNEL
  
          Certain of the Company's employees have significant experience in the
  uranium in situ leach mining industry.  The continued success of the Company
  could be dependent upon the efforts of these key individuals, and the loss of
  any one or more of such persons' services could have a material adverse affect
  on the Company's business operations and prospects.
  
  POTENTIAL ADVERSE EFFECT OF FEDERAL AND STATE REGULATIONS
  
          The development and production of uranium is subject to an extensive
  body of governmental regulations that have a material effect on the economics
  of the Company's operations and the timing of project development.  In
  particular, the production of uranium is subject to obtaining multiple permits,
  obtaining adequate water rights and complying with extensive federal and state
  regulations for the protection of the environment, including regulations
  relating to air and water quality, the prevention of groundwater contamination,
  the reclamation and restoration of wellfield aquifers and the treatment,
  transportation and disposal of liquid and/or solid wastes generated by the
  Company's uranium mining process.  To date, the Company's operations have not
  been materially and adversely affected by the inability to obtain or maintain
  required permits or water rights, or by any groundwater contamination or the
  disposal of waste materials at its mining projects. However, should the Company
  meet with unforeseen events or be unable to obtain or maintain permits or water
  rights for development of its properties or otherwise adequately handle future
  contamination or waste disposal, the Company's operations could be materially
  and adversely affected by unanticipated expenditures or delays in the Company's
  ability to initiate or continue production at its properties.
  
                                        -7-
  10
  LIMITED PUBLIC FLOAT AND TRADING VOLUME OF COMMON STOCK
  
          As of December 31, 1995, approximately 66.2% (5,721,000 shares) of the
  Company's outstanding Common Stock was freely transferable without restriction
  in the United States.  For the year ended December 31, 1995, the average weekly
  volume of trading of the Common Stock on the Nasdaq National Market was 36,994
  shares.  The thinly traded nature of the Company's Common Stock could result in
  significant adverse fluctuations in the per share price if large blocks of
  Common Stock were offered for sale in the trading markets.  The Company is
  registering 300,000 shares of Common Stock pursuant to the Registration
  Statement of which this Prospectus is a part.  If all the shares registered
  under the Registration Statement are sold in a short period by the Selling
  Stockholders, such sale may have the effect of significantly depressing the
  price of the Common Stock.
  
  POTENTIAL ADVERSE EFFECT OF ISSUANCES AND SALES OF RESTRICTED SECURITIES
  
          The Company has 8,645,698 shares of Common Stock outstanding as of
  December 31, 1995.  Approximately 5,721,000 shares are freely transferable
  without restriction in the United States.  The Company believes that the
  balance of such shares (approximately 2,924,698 shares) are freely transferable
  without restriction in the United States subject to compliance with the
  provisions of Rule 144 under the Securities Act.
  
          In addition, approximately 1,056,000 shares of Common Stock are
  reserved for issuance upon the exercise of outstanding options; 1,100,000
  shares of Common Stock may be issued upon the exercise of currently outstanding
  warrants; and 1,500,000 shares of Common Stock may be issued upon the
  conversion of the Lindner Loan.  No determination can be made as to the impact
  that the issuance of such shares of Common Stock will have on the market price
  of the Common Stock prevailing from time to time; however, it should be assumed
  that a substantial increase in the number of outstanding shares available for
  sale and/or the sale of substantial amounts of Common Stock in the public
  market could adversely affect prevailing market prices.
  
  CONTINUING CONTROL BY THE LINDNER GROUP
  
          Prior to the consummation of the Lindner Loan, Lindner Fund, Inc. (now
  Lindner Growth Fund) ("Growth"), was the beneficial owner of 821,525
  outstanding shares of the Company's Common Stock, representing 10.2% of the
  outstanding shares of Common Stock.  Growth, Dividend, and Bulwark (the
  "Lindner Group") are separate series of Lindner Investments, a Massachusetts
  business trust that is a registered investment company, and may be deemed
  collectively as a controlling stockholder and an affiliate of the Company.  The
  Lindner Group is managed by Ryback Management Corporation ("Ryback"), an
  investment adviser.  Ryback has discretionary authority over the shares owned
  beneficially by the Lindner Group, including the power to vote and dispose of
  such shares.  Ryback also manages the accounts of third parties other than the
  Lindner Group.  Such parties own beneficially 250,000 outstanding shares over
  which Ryback has discretionary authority to vote and dispose of such shares.
  
                                        -8-
  11
          The Lindner Group owns beneficially an aggregate of 1,650,525 shares of
  Common Stock (18.9% of the outstanding Common Stock) and has the right to
  acquire an additional 1,500,000 shares upon conversion of the Lindner Loan and
  1,000,000 shares upon the exercise of the Lindner Warrants.  Assuming the
  Lindner Loan is fully converted into Common Stock and the Lindner Warrants are
  fully exercised, the Lindner Group would own 4,150,525 shares or 37.0% of the
  outstanding Common Stock.  Such ownership may have the effect of delaying,
  deferring, or preventing a change in control of the Company.
  
                                    THE COMPANY
  
          The Company was founded in 1977 to acquire, explore and develop uranium
  properties using the in situ leach mining process.  The Company's activities
  are primarily concentrated in South Texas and New Mexico.  The Company's
  principal office is located at 12750 Merit Drive, Suite #1020, Dallas, Texas
  75251 and its telephone number is (214) 387-7777.
  
                                  USE OF PROCEEDS
  
   The Company will not receive any of the proceeds from the sale of the Shares.
  
                                  DIVIDEND POLICY
  
          The Company has never declared or paid cash dividends on its Common
  Stock.  The Company currently intends to retain any earnings for use in its
  business and therefore does not anticipate paying any cash dividends in the
  foreseeable future.
  
                                SELLING STOCKHOLDERS
  
          The Shares to be offered are those to be acquired by the Selling
  Stockholders upon the exercise of the Options granted to each of the Selling
  Stockholders.
  
          The following table sets forth as of May 28, 1996, the names of the
  Selling Stockholders, the nature of his, her or its position, office, or other
  material relationship to the Company or its subsidiaries, if applicable, and
  the number of shares of Common Stock which such Selling Stockholders owned of
  record as of the date of this Prospectus.  The table also sets forth the number
  of shares of Common Stock owned by the Selling Stockholders that are offered
  for sale by this Prospectus and the number of shares of Common Stock to be held
  by such Selling Stockholders assuming the sale of all the Securities offered
  hereby.  The Company may supplement this Prospectus from time to time to
  disclose the names, relationships to the Company and holding of Securities of
  additional Selling Stockholders.
  
                                        -9-
  12
  Number of Shares of   Maximum Number of Shares    Number of  Shares of Common
           Name and Relationship          Common Stock Owned    to be Sold Pursuant to   Stock to be Held  Assuming Sale
             to Company if any            as of May 28, 1996        this Offering        of all the Shares Offered Hereby
             -----------------            ------------------        -------------        --------------------------------
  Leland O. Erdahl, Director         111,750(1)               100,000                        11,750
  
           George R. Ireland, Director        114,000(2)               100,000                        14,000
  
           James B. Tompkins                  105,000(3)               100,000                         5,000
  ______________________________
  
  1    Includes 110,250 shares that may be obtained by Mr. Erdahl through the
       exercise of stock options which are currently exercisable.  Does not
       include 12,750 shares that may be obtained by Mr. Erdahl through the
       exercise of stock options exercisable more than 60 days from the date
       hereof.
  
  2    Includes 105,000 shares that may be obtained by Mr. Ireland through the
       exercise of stock options which are currently exercisable.  Does not
       include 17,000 shares that may be obtained by Mr. Ireland through the
       exercise of stock options exercisable more than 60 days from the date
       hereof.
  
  3    Includes 105,000 shares that may be obtained by Mr. Tompkins through the
       exercise of stock options which are currently exercisable.  Does not
       include 17,000 shares that may be obtained by Mr. Tompkins through the
       exercise of stock options exercisable more than 60 days from the date
       hereof.
  
                                PLAN OF DISTRIBUTION
  
           The Shares covered by this Prospectus are currently outstanding and
  are owned by the Selling Stockholders.  The distribution of the Shares by the
  Selling Stockholders or by pledgees, donees, transferees or other successors in
  interest may be effected from time to time in one or more transactions (which
  may involve block transactions) on the Nasdaq National Market or in the
  over-the-counter market or otherwise, in negotiated transactions, or a
  combination of such methods of sale, at market prices prevailing at the time of
  sale, at prices related to such prevailing market prices or at negotiated
  prices.  The Selling Stockholders may effect such transactions by selling the
  Shares to or through broker dealers, and such broker-dealers may receive
  compensation in the form of underwriting discounts, concessions or commissions
  from the Selling Stockholders or purchasers of Shares for whom they may act as
  agent (which compensation may be in excess of customary commissions).  Such
  brokers or dealers may be deemed to be "underwriters" within the meaning of the
  Securities Act in connection with such sales and any commissions received by
  them may be deemed to be underwriting compensation.
  
           In accordance with applicable rules and regulations promulgated under
  the Exchange Act, any person engaged in the distribution of any of the Shares
  may not simultaneously engage in market activities with respect to any of the
  Common Stock for a period of nine business days prior to the commencement of
  such distribution.  In addition and without limiting the foregoing,
  
                                        -10-
  13
  the Selling Stockholders may be subject to applicable provisions of the
  Exchange Act and the rules and regulations promulgated thereunder, including,
  without limitation, Rules 10b-2, 10b-6 and 10b-7, which provisions may limit
  the timing of purchases and sales of Shares by the Selling Stockholders.
  
           Certain costs, expenses and fees in connection with the registration
  of the Securities will be borne by the Company.  Commissions, discounts and
  transfer taxes, if any, attributable to the sales of the Shares will be borne
  by the Selling Stockholders, as will the costs of legal counsel for the Selling
  Stockholders.  The Selling Stockholders have agreed to indemnify the Company,
  all other prospective holders of the shares registered hereby or any
  underwriter, as the case may be, and any of the respective affiliates,
  directors, officers and controlling persons, against certain liabilities in
  connection with the offering of the Securities pursuant to this Prospectus,
  including liabilities arising under the Securities Act.  In addition, the
  Company has agreed to indemnify the Selling Stockholders, all other prospective
  holders of the shares registered hereby or any underwriter, as the case may be,
  and any of their respective affiliates, directors, officers and controlling
  persons, against certain liabilities in connection with the offering of the
  Securities pursuant to this Prospectus, including liabilities arising under the
  Securities Act.
  
                                   LEGAL MATTERS
  
           The validity of the Shares offered hereby will be passed upon for the
  Company by Baker & Hostetler.
  
                                      EXPERTS
  
           The financial statements and schedules incorporated by reference in
  this Prospectus and elsewhere in the Registration Statement have been audited
  by Arthur Andersen LLP, independent public accountants, as indicated in their
  reports with respect thereto, and are incorporated by reference in reliance
  upon the authority of said firm as experts in accounting and auditing in giving
  said reports.
  
                                        -11-
  14
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The information called for by this Item 3 appears on page 3 of this
  Registration Statement on Form S-8.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Indemnification provisions for directors, officers and controlling
  persons of the Registrant against liability, including liability under the
  Securities Act is provided for by the Registrant's Certificate of Incorporation
  and Bylaws as well as the Delaware General Corporation Law.  Under the
  Certificate of Incorporation and Bylaws of the Registrant, each person who is
  or was a director, officer or controlling persons of the Registrant will be
  indemnified by the Registrant as a matter of right to the extent permitted or
  authorized by law.  The effects of the Certificate of Incorporation, the Bylaws
  and the Delaware General Corporation Law may be summarized as follows:
  
           (a)     Under Delaware law, to the extent that such a person is
  successful on the merits in defense of a suit or proceeding brought against him
  by reason of the fact that he is a director or officer of the Registrant, he
  shall be indemnified against expenses (including attorneys' fees) reasonably
  incurred in connection with such action;
  
           (b)     In other circumstances, a director or officer of the
  Registrant may be indemnified against expenses (including attorneys' fees)
  judgments, fines and amounts paid in settlement actually and reasonably
  incurred by him in connection with such action, suit or proceeding if he acted
  in good faith and in a manner he reasonably believed to be in and not opposed
  to the best interest of the Registrant, and, with respect to a criminal action
  or proceeding, had no reasonable cause to believe his conduct was unlawful;
  however, in an action or suit by or in the right of the Registrant to procure a
  judgment in its favor, such person will not be indemnified if he has been
  adjudged to be liable to the Registrant unless and only to the extent that the
  Delaware Court of Chancery or the court in which such action or suit was
  brought determines upon application that, despite the adjudication of liability
  but in view of all the circumstances of the case, such person
  
                                       II-1
  15
  is fairly and reasonably entitled to indemnity for such expenses which the
  Court of Chancery or such other court deems proper.  A determination that
  indemnification of a director or officer is proper will be made by a
  disinterested majority of the Registrant's Board of Directors, by independent
  legal counsel, or by the stockholders of the Registrant; and
  
           (c)     The Registrant's Certificate of Incorporation contains a
  provision which eliminates, to the fullest extent permitted by the Delaware
  General Corporation Law, the liability of directors of the Registrant from
  monetary damages arising from any breach of fiduciary duties as a member of the
  Registrant's Board of Directors.  This provision will not eliminate liability,
  for among other matters, (i) breaches of duty of loyalty, (ii) acts or
  omissions not in good faith or knowing violations of law, (iii) unlawful
  payments of dividends or unlawful stock purchases or redemption, or (iv) any
  transaction from which the director derived an improper personal benefit.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           Reference is made to the Exhibit Index that immediately precedes the
  exhibits filed with this Registration Statement.
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)     The Registrant hereby undertakes:
  
                   (1)      To file, during any period in which offers or sales
           are being made, a post-effective amendment to this Registration
           Statement:
  
                            (i)     To include any prospectus required by section 
                   10(a)(3) of the Securities Act;
  
                            (ii)    To reflect in the prospectus any facts or
                   events arising after the effective date of the Registration
                   Statement (or the most recent post-effective amendment
                   thereof) which, individually or in the aggregate, represent a
                   fundamental change in the information set forth in the
                   Registration Statement;
  
                            (iii)   To include any material information with
                   respect to the plan of distribution not previously disclosed
                   in the Registration Statement or any material change to such
                   information in the Registration Statement;
  
                                       II-2
  16
           provided, however, that the undertakings set forth in paragraphs (i)
           and (ii)  above do not apply and the information required to be
           included in a post-effective amendment by those paragraphs is contained
           in periodic reports filed by the Registrant pursuant to section 13 or
           section 15(d) of the Exchange Act that are incorporated by reference 
           in this Registration Statement.          
  
                   (2)      That, for the purpose of determining any liability 
  
           under the Securities Act, each such post- effective amendment shall be
           deemed to be a new registration statement relating to the securities
           offered therein, and the offering of such securities at that time
           shall be deemed to be the initial bona fide offering thereof. 
  
                   (3)      To remove from registration by means of a
  
           post-effective amendment any of the securities being registered which 
           remain unsold at the termination of the offering.
  
           (b)     The Registrant hereby further undertakes that, for the
  purposes of determining any liability under the Securities Act, each filing of
  the Registrant's annual report pursuant to section 13(a) or section 15(d) of
  the Exchange Act that is incorporated by reference in the Registration
  Statement shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that time
  shall be deemed to be the initial bona fide offering thereof.
  
           (c)     Insofar as the indemnification for liabilities arising under
  the Securities Act may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Securities Act and is therefore, unenforceable.  In the event that a
  claim for indemnification against such liabilities (other than the payment by
  the Registrant of expenses incurred or paid by a director, officer or
  controlling person of the Registrant in the successful defense of any action,
  suit or proceeding) is asserted by such director, officer or controlling person
  in connection with the securities being registered, the Registrant will, unless
  in the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the
  Securities Act and will be governed by the final adjudication of such issue.
  
                                       II-3
  17
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Dallas, State of Texas, on the 7th day of June,
  1996.
  
                                          URANIUM RESOURCES, INC.
  
                                          By: /s/ Paul K. Willmott 
                                              -----------------------------------
                                              Paul K. Willmott 
                                              Chairman, Chief Executive Officer 
                                              and President
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement on Form S-8 has been signed by the following persons in
  the capacities and as of the date indicated.
  Signature                                          Title                         Date
                     ---------                                          -----                         ----
  /s/ Paul K. Willmott                               Chairman of the Board, Chief Executive     June 7, 1996
  - -------------------------------------------        Officer and President                                                       
                 Paul K. Willmott                    (Principal Executive Officer)
                                                     
  
  /s/ Leland O. Erdahl                               Director                                   June 7, 1996
  - -------------------------------------------                                                               
                 Leland O. Erdahl
  
  /s/ George R. Ireland                              Director                                   June 7, 1996
  - -------------------------------------------                                                               
                 George R. Ireland
  
  /s/ James B. Tompkins                              Director                                   June 7, 1996
  - -----------------------------------------                                                                 
                 James B. Tompkins
  
  /s/ Thomas H. Ehrlich                              Vice President and Chief                   June 7, 1996
  - ------------------------------------------         Financial Officer (Principal Financial                
                 Thomas H. Ehrlich                   Officer and Principal Accounting Officer)
  II-4
  18
                                 INDEX TO EXHIBITS
  Exhibit                                                                                Sequentially
       Number                                 Description                                    Numbered Page
      -------                                 -----------                                    -------------
  4.1        Non-Qualified Stock Option Agreement dated August 16, 1995,
                   between the Registrant and Leland O. Erdahl (Incorporated herein
                   by reference to Exhibit 10.9 to the Annual Report on Form 10-K for
                   the fiscal year ended December 31, 1995, including the Form 10-K/A
                   filed May 21, 1996 of Uranium Resources, Inc. (Commission File No.
                   0-17171) pursuant to Rule 411(c) promulgated under the Securities
                   Act of 1933).
  
        4.2        Non-Qualified Stock Option Agreement dated May 25, 1995 between
                   the Registrant and George R. Ireland (Incorporated herein by
                   reference to Exhibit 10.10 to the Annual Report on Form 10-K for
                   the fiscal year ended December 31, 1995, including the Form 10-K/A
                   filed May 21, 1996 of Uranium Resources, Inc. (Commission File No.
                   0-17171) pursuant to Rule 411(c) promulgated under the Securities
                   Act of 1933).
  
        4.3        Non-Qualified Stock Option Agreement dated May 25, 1995 between
                   the Registrant and James B. Tompkins (Incorporated herein by
                   reference to Exhibit 10.11 to the Annual Report on Form 10-K for
                   the fiscal year ended December 31, 1995, including the Form 10-K/A
                   filed May 21, 1996 of Uranium Resources, Inc. (Commission File No.
                   0-17171) pursuant to Rule 411(c) promulgated under the Securities
                   Act of 1933).
  
        4.4        Article 4 of the Certificate of Incorporation of the Registrant
                   (Incorporated herein by reference to Exhibit 4.2 to the
                   Registration Statement on Form S-8 of Uranium Resources, Inc.
                   (Registration No. 33-00344), pursuant to Rule 411(c) promulgated
                   under the Securities Act of 1933).
  
        5.1        Opinion of Baker & Hostetler.
  
        23.1       Consent of Arthur Andersen LLP.
  
        23.2       Consent of Baker & Hostetler -- included in Exhibit 5.1.