Uranium Resources Inc/DE – ‘10-K/A’ for 12/31/94

As of:  Friday, 2/2/96   ·   For:  12/31/94   ·   Accession #:  950134-96-271   ·   File #:  0-17171

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Amendment to Annual Report   —   Form 10-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Amendment No.2 to Form 10-K                           28    153K 

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================================================================================

UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549 

FORM 10-K/A 
AMENDMENT NO. 2 

(Mark One)                                                                      

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES        
EXCHANGE ACT OF 1934 [Fee required]                           

For the fiscal year ended December 31, 1994 or                

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES    
EXCHANGE ACT OF 1934 [No fee required]                        

For the transition period from _____________ to ____________  

Commission file number 0-17171                                

URANIUM RESOURCES, INC. 
(Exact name of Registrant as specified in its Charter)

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

12750 MERIT DRIVE, SUITE 1210, DALLAS, TEXAS  75251   
(Address of principal executive offices, including zip code)    
(214) 387-7777    
(Registrant's telephone number, including area code)    

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:  NONE 

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: 

Common Stock, $.001 par value per share 

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405  
of Regulation S-K (Section  229.405 of this chapter) is not contained herein,   
and will not be contained, to the best of registrant's knowledge, in definitive 
proxy or information statements incorporated by reference in Part III of this   
Form 10-K or any amendment to this Form 10-K.  [ ]                              

The aggregate market value of the Common Stock of the Registrant held by        
nonaffiliates at March 31, 1995 was approximately $12,986,861.                  

Number of shares of Common Stock outstanding as of March 24, 1995:  8,049,307   
shares.                                                                         

Documents Incorporated by Reference:  None

================================================================================

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URANIUM RESOURCES, INC. 

ANNUAL REPORT ON FORM 10-K/A
AMENDMENT NO. 2 
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994 

PART I  

   Pursuant to Rule 12b-32 of the Securities Exchange Act of 1934, as amended,
information not contained herein is incorporated by reference to the Company's  
Annual Report on Form 10-K for the fiscal year ended December 31, 1994 filed on 
April 17, 1994 and Form 10-K/A filed on September 1, 1995.                      

ITEM 1.  BUSINESS.   Not amended.                                               

ITEM 2.  PROPERTIES.   Not amended.                                             

ITEM 3.  LEGAL PROCEEDINGS.   Not amended.                                      

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.   Not amended.    

PART II   

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER          
MATTERS.  Not amended.                                        

ITEM 6.  SELECTED FINANCIAL DATA.  Not amended.                                 

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND        
RESULTS OF OPERATIONS.  Not amended.                          

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.   Not amended.            

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND        
FINANCIAL DISCLOSURE.  Not amended.                           

PART III  

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.  Not amended.     

ITEM 11.  EXECUTIVE COMPENSATION.   Not amended.                                

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.       
Not amended.                                                

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ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Not amended.          

PART IV 

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K       
(a) (1)      Financial Statements.                                              

            See the Index to Consolidated Financial Statements on page F-1 for
       a listing of those financial statements filed as part of this
Annual Report.                                        
(a) (2)      Financial Statement Schedules.                                     

            See the Index to Consolidated Financial Statements on page F-1 for
       a listing of those financial statements filed as part of this
Annual Report.                                        
(a) (3)      Exhibits.  Not amended.                                            

(b)          Reports on Form 8-K.  Not amended.                                 

2 

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URANIUM RESOURCES, INC. AND CONSOLIDATED SUBSIDIARIES 
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS 

                                                        [Enlarge/Download Table]
                                                                                                       
Report of Independent Public Accountants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-3
Consolidated Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-5
Consolidated Statements of Common Shareholders' Equity  . . . . . . . . . . . . . . . . . . . . . . F-6
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7
Notes to Consolidated Financial Statements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-8

   The additional financial data referred to below should be read in
conjunction with these financial statements.  Schedules not included with this  
additional financial data have been omitted because they are not applicable, or 
the required information is shown in the financial statements or notes thereto. 
The individual financial statements of the subsidiaries of the Company have     
been omitted because all such subsidiaries are included in the consolidated     
financial statements being filed.                                               

ADDITIONAL FINANCIAL DATA 

Financial statement schedules for the years ended                               
December 31, 1994, 1993 and 1992:                                               

                                                                [Download Table]
                                                                                
I   -  Condensed financial information of registrant  . . . . . . . . . . . F-19
II  -  Valuation and qualifying accounts and reserves   . . . . . . . . . . F-21

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

F-1 

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Directors of                                   
Uranium Resources, Inc.:                                                        

We have audited the accompanying consolidated balance sheets of Uranium         
Resources, Inc. (a Delaware Corporation) and subsidiaries as of December 31,    
1994 and 1993, and the related consolidated statements of operations, common    
shareholders' equity and cash flows for each of the three years in the period   
ended December 31, 1994.  These consolidated financial statements and the       
schedules referred to below are the responsibility of the Company's management. 
Our responsibility is to express an opinion on these consolidated financial     
statements and schedules based on our audits.                                   

We conducted our audits in accordance with generally accepted auditing          
standards.  Those standards require that we plan and perform the audit to       
obtain reasonable assurance about whether the financial statements are free of  
material misstatement.  An audit includes examining, on a test basis, evidence  
supporting the amounts and disclosures in the financial statements.  An audit   
also includes assessing the accounting principles used and significant          
estimates made by management, as well as evaluating the overall financial       
statement presentation.  We believe that our audits provide a reasonable basis  
for our opinion.                                                                

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the financial position of Uranium Resources, Inc. and    
subsidiaries as of December 31, 1994 and 1993, and the results of their         
operations and their cash flows for each of the three years in the period ended 
December 31, 1994, in conformity with generally accepted accounting principles. 

As discussed in Note 2 to the Consolidated Financial Statements, $2.08 million  
was transferred from the Company in January, 1995 to the now bankrupt Benton    
Companies.  Management will record a full reserve for the recovery of this      
amount in the first quarter of 1995, the effect of which is that the Company's  
equity has been reduced by $2.08 million.  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.  Accordingly, no provisions for any liabilities that might    
result from such review have been made in the accompanying financial            
statements.                                                                     

Our audits were made for the purpose of forming an opinion on the basic         
financial statements taken as a whole.  The schedules listed in the index of    
financial statements are presented for purposes of complying with the           
Securities and Exchange Commission's rules and are not part of the basic        
financial statements.  These schedules have been subjected to the auditing      
procedures applied in the audits of the basic financial statements and, in our  
opinion, fairly state in all material respects the financial data required to   
be set forth therein in relation to the basic financial statements taken as a   
whole.                                                                          

                                                           ARTHUR ANDERSEN LLP

Denver, Colorado                                                                
April 7, 1995 (except with respect to the convertible debt agreement    
matter discussed in Note 2, as to which the date is May 25, 1995)       

F-2 

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URANIUM RESOURCES, INC. 

CONSOLIDATED BALANCE SHEETS 

ASSETS

                                                        [Enlarge/Download Table]

                                                                                    December 31,         
                                                                          -------------------------------
                                                                               1994            1993      
                                                                          --------------   --------------
                                                                                                         
Current assets:                                                                                          
   Cash and cash equivalents (including $2.08 million transferred                                        
       subsequent to yearend 1994 -- Note 2)  . . . . . . . . . . . . . . $  2,527,600     $  2,529,741  
   Short-term investments -                                                                              
       Treasury bills . . . . . . . . . . . . . . . . . . . . . . . . . .        -               39,368  
       Certificate of deposit, restricted -- Note 1 . . . . . . . . . . .      562,211            -      
   Receivables  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       52,740          654,050  
   Uranium inventory  . . . . . . . . . . . . . . . . . . . . . . . . . .    4,031,611        2,378,520  
   Materials and supplies inventory   . . . . . . . . . . . . . . . . . .      162,417          180,756  
   Unamortized debt issuance costs  . . . . . . . . . . . . . . . . . . .        -              183,000  
   Prepaid and other current assets   . . . . . . . . . . . . . . . . . .       96,751          192,916  
                                                                          ------------     ------------  
          Total current assets  . . . . . . . . . . . . . . . . . . . . .    7,433,330        6,158,351  
                                                                          ------------     ------------  

Property, plant and equipment, at cost:                                                                  
   Uranium properties   . . . . . . . . . . . . . . . . . . . . . . . . .   53,210,132       49,976,992  
   Other property, plant and equipment  . . . . . . . . . . . . . . . . .      461,918          461,478  
   Less - accumulated depreciation and depletion  . . . . . . . . . . . .  (16,345,645)     (16,018,235) 
                                                                          ------------     ------------  
          Net property, plant and equipment   . . . . . . . . . . . . . .   37,326,405       34,420,235  

Other assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       90,491          267,107  
                                                                          ------------     ------------  
                                                                          $ 44,850,226     $ 40,845,693  
                                                                          ============     ============  

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

F-3 

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URANIUM RESOURCES, INC. 

CONSOLIDATED BALANCE SHEETS 

LIABILITIES AND SHAREHOLDERS' EQUITY

                                                        [Enlarge/Download Table]

                                                                                    December 31,         
                                                                          -------------------------------
                                                                               1994            1993      
                                                                          --------------   --------------
                                                                                                         
Current liabilities:                                                                                     
   Accounts payable   . . . . . . . . . . . . . . . . . . . . . . . . . . $  1,283,265     $  2,518,409  
   Short-term notes   . . . . . . . . . . . . . . . . . . . . . . . . . .    7,739,225            -      
   Accrued interest payable   . . . . . . . . . . . . . . . . . . . . . .       27,744           99,250  
   Current portion of long-term debt  . . . . . . . . . . . . . . . . . .       82,000        5,256,000  
   Royalties payable  . . . . . . . . . . . . . . . . . . . . . . . . . .      509,606          556,678  
   Current portion of restoration reserve   . . . . . . . . . . . . . . .       90,000           31,000  
   Other accrued liabilities  . . . . . . . . . . . . . . . . . . . . . .      246,790          473,568  
                                                                          ------------     ------------  
       Total current liabilities  . . . . . . . . . . . . . . . . . . . .    9,978,630        8,934,905  
                                                                          ------------     ------------  
Other long-term liabilities and deferred credits  . . . . . . . . . . . .    2,337,624        3,030,297  

Long-term debt, less current portion  . . . . . . . . . . . . . . . . . .    1,405,507        5,987,779  

Deferred federal income taxes . . . . . . . . . . . . . . . . . . . . . .    2,910,000        2,610,000  

Commitments and contingencies - Note 10 . . . . . . . . . . . . . . . . .                                

Shareholders' equity:                                                                                    
   Common stock, $.001 par value, 12,500,000 shares authorized;                                          
   shares issued and outstanding (net of treasury shares):                                               
       1994 - 7,954,683; 1993 - 6,640,020 . . . . . . . . . . . . . . . .        8,142            6,828  

   Common stock purchase warrants   . . . . . . . . . . . . . . . . . . .        -              349,704  

   Paid-in capital  . . . . . . . . . . . . . . . . . . . . . . . . . . .   15,040,064        7,961,217  

   Retained earnings  . . . . . . . . . . . . . . . . . . . . . . . . . .   13,181,839       11,976,543  
                                                                          ------------     ------------  
                                                                            28,230,045       20,294,292  
   Less:  Treasury stock (187,500 shares), at cost  . . . . . . . . . . .      (11,580)         (11,580) 
                                                                          ------------     ------------  
       Total shareholders' equity . . . . . . . . . . . . . . . . . . . .   28,218,465       20,282,712  
                                                                          ------------     ------------  
                                                                          $ 44,850,226     $ 40,845,693  
                                                                          ============     ============  

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

F-4 

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URANIUM RESOURCES, INC. 

CONSOLIDATED STATEMENTS OF OPERATIONS 

                                                        [Enlarge/Download Table]

                                                                                   Year Ended December 31,         
                                                                      ---------------------------------------------
                                                                           1994           1993             1992    
                                                                      ------------    -----------      ------------
                                                                                                                   
Revenues:                                                                                                          
  Uranium sales -                                                                                                  
   Produced uranium   . . . . . . . . . . . . . . . . . . . . . . . .      958,569      1,341,219      $ 4,880,964 
   Purchased uranium  . . . . . . . . . . . . . . . . . . . . . . . .   16,375,328    S11,880,873       12,943,361 
                                                                       -----------    -----------      ----------- 
         Uranium sales  . . . . . . . . . . . . . . . . . . . . . . .   17,333,897     13,222,092       17,824,325 

Costs and expenses:                                                                                                
  Cost of uranium sales -                                                                                          
   Direct cost of purchased uranium   . . . . . . . . . . . . . . . .   10,860,546      7,200,319        6,818,639 
   Royalties and brokers' fees  . . . . . . . . . . . . . . . . . . .       37,254         56,664          234,491 
   Operating expenses   . . . . . . . . . . . . . . . . . . . . . . .    1,742,669      1,824,756        3,122,475 
   Provision for restoration and reclamation costs  . . . . . . . . .      274,465        292,200          367,913 
   Depreciation and depletion   . . . . . . . . . . . . . . . . . . .      550,802        842,367        1,790,856 
   Writedown of uranium properties and other                                                                       
         uranium assets . . . . . . . . . . . . . . . . . . . . . . .        -          1,944,645            -     
  Loss on acceleration of uranium contract - Note 4 . . . . . . . . .      349,265          -                -     
Corporate expenses -                                                                                               
   General and administrative   . . . . . . . . . . . . . . . . . . .    2,146,323      1,866,741        2,243,801 
   Depreciation   . . . . . . . . . . . . . . . . . . . . . . . . . .       30,588         36,062           41,542 
                                                                       -----------    -----------      ----------- 
         Total costs and expenses . . . . . . . . . . . . . . . . . .   15,991,912    S14,063,754       14,619,717 
                                                                       -----------    -----------      ----------- 
Earnings (loss) from operations . . . . . . . . . . . . . . . . . . .    1,341,985       (841,662)       3,204,608 

Other income (expense):                                                                                            
  Interest expense, net of capitalized interest . . . . . . . . . . .      (41,564)       (22,213)        (499,027)
  Interest and other income, net  . . . . . . . . . . . . . . . . . .      204,803        409,317          104,739 
                                                                       -----------    -----------      ----------- 
Income (loss) before federal income taxes . . . . . . . . . . . . . .    1,505,224       (454,558)       2,810,320 

Federal income tax provision (benefit):                                                                            
  Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (72)       (15,608)         (35,185)
  Deferred  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   300,000        (91,000)         443,000 
                                                                       -----------    -----------      ----------- 
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . .    1,205,296       (347,950)     $ 2,402,505 
                                                                       ===========    ===========      =========== 
Net income (loss) per common and common                                                                            
  equivalent share  . . . . . . . . . . . . . . . . . . . . . . . . .  $      0.17    $     (0.05)     $      0.36 
                                                                       ===========    ===========      =========== 

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

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URANIUM RESOURCES, INC. 

CONSOLIDATED STATEMENTS OF COMMON SHAREHOLDERS' EQUITY

                                                        [Enlarge/Download Table]

                                                              Common                                           
                                        Common Stock          Stock                                            
                                        ------------         Purchase      Paid-In     Retained     Treasury   
                                    Shares        Amount     Warrants      Capital     Earnings      Stock     
                                  ---------     ---------   ----------   -----------  ----------   ----------- 
                                                                                                               
Balances, December 31, 1991 . .   6,662,529     $   6,663   $  349,737   $ 7,946,376  $9,927,743   $     -     
  Net income  . . . . . . . .           -             -            -            -      2,402,505         -     
  Expiration of Rio Algom                                                                                      
     warrants   . . . . . . . . .       -             -            (33)           33        -            -     
  Acquisition of Belt Line                                                                                     
     Resources, Inc.  . . . . . .   164,991           165          -          14,808      (5,755)        -     
  Treasury shares acquired                                                                                     
     from Belt Line                                                                                            
     Resources, Inc.  . . . . . .  (187,500)          -            -            -           -          (11,580)
                                  ---------    ---------   -----------   -----------  ----------   ----------- 
Balances, December 31, 1992 . .   6,640,020     $   6,828   $  349,704   $ 7,961,217  12,324,493   $   (11,580)

  Net loss  . . . . . . . . . .         -             -            -            -       (347,950)        -     
                                  ---------    ---------   -----------   -----------  ----------   ----------- 
Balances, December 31, 1993 . .   6,640,020     $   6,828   $  349,704   $ 7,961,217  11,976,543   $   (11,580)

  Net income  . . . . . . . . .         -             -            -            -      1,205,296         -     
  Issuance of common stock -                                                                                   
     exercise of employee stock                                                                                
     options  . . . . . . . . . .    81,781            81          -         240,475         -           -     
  Conversion of long-term debt      496,040           496          -       2,355,693         -           -     
  Conversion of uranium sales                                                                                  
     contract   . . . . . . . . .   736,842           737          -       3,584,756         -           -     
  Expiration of common stock                                                                                   
     purchase warrants  . . . . .       -             -       (349,704)      349,704         -           -     
  Waiver of loan fees from                                                                                     
     affiliate  . . . . . . . . .       -             -            -         548,219         -           -     
                                  ---------    ---------   -----------   -----------  ----------   ----------- 
Balances, December 31, 1994 . .   7,954,683    $   8,142   $       -     $15,040,064  13,181,839   $   (11,580)
                                  =========    =========   ===========   ===========  ==========   =========== 

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

F-6 

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URANIUM RESOURCES, INC. 

CONSOLIDATED STATEMENTS OF CASH FLOWS 

                                                        [Enlarge/Download Table]

                                                                           Year Ended December 31,            
                                                               ---------------------------------------------- 
                                                                    1994             1993            1992     
                                                               ------------   --------------   -------------- 
                                                                                                              
Cash flows from operations:                                                                                   
  Net income (loss) . . . . . . . . . . . . . . . . . .        $  1,205,296   $     (347,950)  $    2,402,505 
  Reconciliation of net income to cash provided by operations -                                               
   Provision for restoration and reclamation costs  . .             274,465          292,200          367,913 
   Depreciation and depletion   . . . . . . . . . . . .             581,390          878,429        1,832,398 
   Loss on acceleration of uranium contract   . . . . .             349,265            -                -     
   Writedown of uranium properties and other                                                                  
     uranium assets   . . . . . . . . . . . . . . . . .               -            1,944,645            -     
   Amortization of other assets   . . . . . . . . . . .             119,307          298,405          414,179 
   Provision (benefit) for deferred income taxes  . . .             300,000          (91,000)         443,000 
   Decrease in restoration and reclamation accrual  . .            (157,374)        (299,188)        (273,400)
   Other non-cash items, net  . . . . . . . . . . . . .             426,950          342,597          348,142 
                                                               ------------   --------------   -------------- 
  Cash flow provided by operations, before changes in                                                         
   operating working capital items  . . . . . . . . . .           3,099,299        3,018,138        5,534,737 
  Effect of changes in operating working capital items -                                                      
   (Increase) decrease in receivables   . . . . . . . .            (313,197)        (501,755)       4,009,256 
   Decrease in inventories  . . . . . . . . . . . . . .           3,957,339        2,048,358        1,199,026 
   Increase in prepaid and other current assets   . . .            (188,749)        (203,078)        (252,860)
   (Decrease) increase in payables and accrued liabilities       (1,474,311)       1,921,244       (1,304,276)
                                                               ------------   --------------   -------------- 
Net cash provided by operations . . . . . . . . . . . .           5,080,381        6,282,907        9,185,883 
                                                               ------------   --------------   -------------- 
Investing activities:                                                                                         
  (Increase) decrease in investments  . . . . . . . . .            (522,843)          30,131          330,125 
  Additions to property, plant and equipment -                                                                
   Kingsville Dome  . . . . . . . . . . . . . . . . . .            (125,219)        (202,289)        (395,838)
   Rosita   . . . . . . . . . . . . . . . . . . . . . .          (1,404,922)        (266,486)        (324,972)
   Churchrock   . . . . . . . . . . . . . . . . . . . .            (883,678)      (1,282,979)        (701,396)
   Crownpoint   . . . . . . . . . . . . . . . . . . . .            (682,785)      (1,143,135)      (1,218,718)
   Other property   . . . . . . . . . . . . . . . . . .             (86,098)        (206,572)        (243,600)
  Acquisition of Belt Line Resources, Inc., net . . . .               -                -               (2,335)
  Increase in other assets  . . . . . . . . . . . . . .              (1,221)        (114,678)        (195,764)
                                                               ------------   --------------   -------------- 
Net cash used in investing activities . . . . . . . . .          (3,706,766)      (3,186,008)      (2,752,498)
                                                               ------------   --------------   -------------- 
Financing activities:                                                                                         
  Proceeds from borrowings  . . . . . . . . . . . . . .           2,250,000          700,000        4,625,000 
  Payments and refinancings of principal  . . . . . . .          (8,017,047)      (2,974,401)     (10,575,790)
  Issuance of common stock and warrants, net  . . . . .             240,556            -                  (27)
  Proceeds from sale of uranium sales contract  . . . .           4,150,735            -                -     
                                                               ------------   --------------   -------------- 
Net cash used in financing activities . . . . . . . . .          (1,375,756)      (2,274,401)      (5,950,817)
                                                               ------------   --------------   -------------- 
Net increase (decrease) in cash and cash equivalents  .              (2,141)         822,498          482,568 
Cash and cash equivalents, beginning of period  . . . .           2,529,741        1,707,243        1,224,675 
                                                               ------------   --------------   -------------- 
Cash and cash equivalents, end of period  . . . . . . .        $  2,527,600   $    2,529,741   $    1,707,243 
                                                               ============   ==============   ============== 

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

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URANIUM RESOURCES, INC. 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 1994 

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

PRINCIPLES OF CONSOLIDATION AND DESCRIPTION OF COMPANY                          

        The consolidated financial statements have been prepared in accordance
with generally accepted accounting principles and include the accounts of       
Uranium Resources, Inc. ("URI") and its wholly owned subsidiaries (collectively 
"the Company").  All significant intercompany transactions have been eliminated 
in consolidation.                                                               

The Company is primarily engaged in the business of acquiring,
exploring, developing and mining uranium properties, using the in situ leach    
("ISL") or solution mining process.  The Company has been, in the past,         
involved in a number of significant ISL uranium mining joint venture            
arrangements and has also provided consulting, plant design and construction    
expertise to other companies.  At present, the Company owns uranium interests   
in South Texas and New Mexico.  None of these properties was in production at   
December 31, 1994.                                                              

INVENTORIES                                                                     

       Uranium inventory consists of uranium concentrates (U3O8) on hand and
at convertors awaiting delivery to customers and is valued at the lower of cost 
(first-in, first-out) or market.  The cost of produced uranium includes all     
production costs, and provisions for restoration, depreciation and depletion.   
Materials and supplies inventory is valued at the lower of average cost or      
market.                                                                         

BORROWED URANIUM                                                                

   Uranium is occasionally borrowed from other parties to facilitate
deliveries under sales contracts.  Repayment of the loan is normally made from  
production or from purchased uranium.  The liability for borrowed uranium is    
recorded at the latest spot price (estimated replacement cost) and the cost is  
adjusted to the actual amount when repaid.                                      

PROPERTY, PLANT AND EQUIPMENT                                                   

Uranium Properties                                                          

        Capitalization of Development Costs - All acquisition, exploration and
development costs (including financing, salary and related overhead costs)      
incurred in connection with the various uranium properties are capitalized.     
Gains or losses are recognized upon the sale of individual property interests.  
All costs incurred in connection with unsuccessful acquisition efforts,         
exploration and abandoned interests are charged to expense when known, and      
properties with significant acquisition or incurred costs are evaluated on a    
property by property basis.  Any impairment of such costs is recognized by      
providing a valuation allowance (see Note 3 - "Writedown of Abandoned           
Property").  Total exploration and evaluation costs capitalized in the twelve   
months ended December 31, 1994, 1993 and 1992 were $75,408, $131,606 and        
$232,886, respectively.                                                         

       Depreciation and Depletion - In general, depletion of uranium mineral
interests and related development costs is computed on a property by property   
basis using the units-of-production method based on the proved and probable     
reserves as estimated periodically by the Company's geologists and engineers.   
Depreciation and depletion is provided on the investment costs, net of salvage  
value, of the various uranium properties' production plants and related         
equipment using the estimated production life of the uranium reserves.  Other   
ancillary plant equipment and vehicles are depreciated based upon the estimated 
useful lives of the assets.                                                     

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UANIUM RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 1994 

Other Property                                                              

      Other property consists of corporate office equipment, furniture and
fixtures and transportation equipment.  Depreciation is computed based upon the 
estimated useful lives of the assets.  Repairs and maintenance costs are        
expensed as incurred.  Gain or loss on sale or retirement is recorded as income 
or expense.                                                                     

Capitalization of Interest                                                  

  The Company capitalizes interest cost with respect to properties
undergoing exploration or development activities that are not subject to        
depreciation or depletion.  The average interest rate on outstanding borrowings 
during the period is used in calculating the amount of interest to be           
capitalized.  Interest capitalized in the twelve months ended December 31,      
1994, 1993 and 1992 amounted to $849,661, $1,172,461 and $1,374,741,            
respectively.  Total interest costs in these periods were $891,225, $1,194,674  
and $1,873,768, respectively.                                                   

RESTORATION AND RECLAMATION COSTS                                               

  Under various federal and state mining laws and regulations, the
Company is required to reclaim the surface areas and restore underground water  
quality to the pre-existing mine area average quality.  Accruals for the        
estimated future cost of restoration and reclamation are made on a per-pound    
basis as part of production costs, or when it is determined by an engineering   
study that an adjustment to the accrual is required.                            

EARNINGS PER SHARE                                                              

       Earnings per share are based on the weighted average number of common
shares and dilutive common stock equivalents outstanding during the period.     
The weighted average number of shares used in the earnings per share            
calculations were 7,073,000, 6,640,000 and 6,684,000 in 1994, 1993, and 1992,   
respectively.                                                                   

UNAMORTIZED DEBT ISSUANCE COSTS                                                 

      Debt discount and related expenses arising from the issuance of debt
securities are amortized by the effective interest method.                      

CONSOLIDATED STATEMENTS OF CASH FLOWS                                           

        The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.                     

Additional disclosures of cash flow information follow:       

                                                        [Enlarge/Download Table]

                                                         Twelve months Ended December 31,              
                                             --------------------------------------------------------- 
                                                 1994                1993                   1992       
                                             --------------      ------------          --------------- 
                                                                                                       
Cash paid (refunded) during the period for:                                                            
    Interest  . . . . . . . . . . . . . .    $      755,902      $    660,677          $     1,314,377 
    Income taxes  . . . . . . . . . . . .           -                  36,392                  (40,114)

        The change in uranium inventory in the Consolidated Statements of Cash
Flows during 1994, 1993 and 1992 does not reflect the change in the amounts of  
the non-cash capitalized restoration and depreciation and depletion provisions  
included in uranium inventory.  Such changes totaled ($389,127), ($607,674) and 
($1,266,506), respectively.                                                     

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UANIUM RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 1994 

     Certain additional non-cash investing and financing activities were
entered into during 1994 with Oren L.  Benton and entities under his control.   
As a consequence of these transactions and option agreements with certain of    
the Company's shareholders, Mr. Benton was in a position to exercise a          
controlling interest in the Company.  Following is a summary of the major       
non-cash transactions:                                                          

                                                                [Download Table]
                                                                                
In August 1994, the long-term debt and related interest expense                 
owed to Mr. Oren L. Benton was converted into 496,040 shares of                 
common stock (Note 5).                                                $2,356,189

In August 1994, Nuexco Exchange, A.G. acquired the Company's                    
Note due Citibank, N.A. (Note 5).                                     $6,500,000

In August 1994, the accrued fee obligations and related                         
unamortized debt discount remaining on the Note with Citibank,                  
N.A. were waived by Nuexco Exchange, A.G. and have been recorded                
as an increase to paid-in capital (Note 5).                             $548,219

In August 1994, Nuexco Exchange, A.G. made an additional loan                   
to the Company to finance the purchase of uranium inventory (Note 5). $6,000,000

In November 1994, the Company acquired from Energy Fuels the                    
Scottish Nuclear Contract in exchange for 736,842 shares of                     
common stock and the remaining 1994 balance owed to the Company                 
from Energy Fuels for uranium purchased (Note 4).                     $4,500,000

RESTRICTED CASH                                                                 

        At December 31, 1994, the Company had pledged a certificate of deposit
of $562,211 in order to fund letters of credit for ongoing plugging bonds       
related to the Kingsville Dome and Rosita properties.  This cash is not readily 
available to the Company and thus is not included in cash equivalents.          

CONCENTRATIONS OF CREDIT RISK                                                   

     The primary customers of the Company are generally major utilities.
While there is no geographic limitation to the customer base, the number of     
customers with which the Company can do business is limited to those utilities  
that are nuclear power generators.  The Company continuously evaluates the      
creditworthiness of its customers.                                              

2.       LIQUIDITY ISSUES/SUBSEQUENT EVENTS                                     

       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 (see Note 5), (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 (see Note 5).  As a consequence of   
the debt restructuring, the Company assigned most of its 1995 cash stream from  
contracts with utilities for the delivery of uranium, to the lender.  The debt  
payments are equal to the Company's expected revenue from these contracts       
resulting in almost no proceeds being received by the Company until the fourth  
quarter of 1995, when the restructured debt is expected to be paid in full.     

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UANIUM RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 1994 

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 Companies' mill.  The specific Benton Companies  
which were to be part of the planned joint venture did not receive the          
transferred funds.  Because of the Benton Bankruptcy, the realizability of the  
Company's $1.0 million investment is doubtful.  Shortly thereafter, the then    
Chairman and CFO of the Company, who were also officers of the Benton           
Companies, transferred $1.08 million out of the Company without the             
authorization of the Company's Board of Directors.  In February, 1995, the      
Benton Companies filed for bankruptcy.  The transferred funds totaling $2.08    
million have not been recovered and there can be no assurance that the          
Company's efforts to pursue remedies will be successful.  The Company will      
record a full reserve for these transactions in the first quarter of 1995, the  
effect of which is that the Company's equity has been reduced by $2.08 million. 

      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.                            

       Subsequent to yearend, the Company experienced a severe cash shortage
and was unable to pay its trade creditors and employees.  In addition, none of  
the Company's properties were in production and therefore were not generating   
any cash flow.  Substantial investment would be required in 1995 to place these 
properties into production.  To meet emergency cash requirements, the Company   
has borrowed money from an officer and certain current and former members of    
management subsequent to yearend.                                               

     The Company pursued various options to solve its liquidity problems
and discussions regarding alternative financing arrangements are on-going.  Any 
cash generated from these transactions would be utilized to pay existing        
payables and provide funding to complete the production start-up of the         
Company's Rosita property.                                                      

    On May 25, 1995, the Company entered into a $6 million convertible
debt agreement with a third party.  The debt bears interest at 6.5% and is      
convertible into 1.5 million shares of the Company's common stock at an initial 
conversion price of $4.00 per share at any time during the three year term.  In 
addition, the Company granted the lenders warrants to purchase an additional    
1.5 million shares at an initial price of $4.00 per share.  Certain other       
financial advisors associated with the transaction were granted additional      
warrants and options to purchase an additional 150,000 shares at an initial     
exercise price of $4.00 per share.  Part of the debt proceeds were used to pay  
existing payables and provide funding to complete the production start-up of    
the Company's Rosita property.  The balance of the proceeds will be used to     
fund the commencement of pre-production activities at the Company's Kingsville  
Dome facilities towards commencement of full uranium production in 1996.  The   
debt is secured by the Rosita and Kingsville Dome properties.                   

3.       URANIUM PROPERTIES                                                     

KINGSVILLE DOME PROPERTY                                                        

       In 1981, the Company acquired an exploration property in South Texas,
known as Kingsville Dome, from Exxon Corporation.  After significant production 
in 1988-1990, the property was put on a standby basis because of low uranium    
spot prices and production ceased in September, 1990.  Cost of uranium sales in 
1994, 1993 and 1992 in the consolidated statements of operations includes       
$699,804, $666,101 and $649,001, respectively, of Kingsville Dome standby       
costs.  At December 31, 1994 the property contained approximately 3,191,000     
pounds of estimated recoverable proved and probable reserves, and the net       
carrying value of the property was approximately $14,500,000.                   

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UANIUM RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 1994 

ROSITA PROPERTY                                                                 

        In late 1985, the Company acquired several lease holdings in a uranium
prospect ("Rosita") in South Texas.  At December 31, 1994, the property         
contained approximately 2,933,000 pounds of estimated recoverable proved and    
probable uranium reserves which had been drilled by the previous property       
owner.  Construction and development activities began in the first quarter of   
1990 and were completed in September 1990 with production commencing            
immediately thereafter.  The property was put on a standby basis and production 
ceased in March 1992.  Total production for the three months ended March 31,    
1992 was approximately 80,000 pounds.  Cost of uranium sales at December 31,    
1994, 1993 and 1992 in the Consolidated Statements of Operations includes       
$758,688, $846,031 and $686,558, respectively, of Rosita standby costs.  The    
net carrying value of the property at December 31, 1994 was approximately       
$8,800,000.                                                                     

CHURCHROCK PROPERTIES                                                           

In December 1986, the Company executed an agreement to acquire
properties in the Churchrock region of New Mexico containing approximately      
6,950,000 pounds of estimated recoverable proved and probable uranium reserves. 
In September 1991, an additional 200 acres of leases were obtained by the       
Company.  These properties were acquired in exchange for a future production    
royalty payment which, based upon the expected selling price of the uranium     
production, may vary between 5% and 10%.  Preliminary analysis of the drilling  
data of the Churchrock properties indicates approximately 5,488,000 pounds of   
estimated recoverable proved and probable reserves.  Permitting activities are  
currently ongoing for the properties.  The net carrying value of these          
properties at December 31, 1994 was approximately $5,844,000.                   

CROWNPOINT PROPERTY                                                             

In August 1988, the Company acquired the Crownpoint property, 
consisting of 163 acres of leases and related equipment and buildings for cash  
payments of $550,000, amounts payable in future years of $950,000 and a sliding 
scale overriding royalty on future production.  The present value of the future 
payable amount, $407,054 at December 31, 1994, is recorded as a purchase money  
obligation.  Additionally, also in 1988, the Company staked 321 acres of claims 
in the same area.  In August, 1993 the Company acquired approximately 959 acres 
of leases adjoining the Crownpoint properties.  Initial interpretation of the   
drilling data for all the properties acquired in 1988 and 1993 indicate total   
estimated recoverable proved and probable uranium reserves of approximately     
25,396,000 pounds.  The net carrying value of these properties at December 31,  
1994 was approximately $6,557,000.                                              

WRITEDOWN OF ABANDONED PROPERTY                                                 

    In the second and third quarters of 1993, the Company relinquished
ownership rights to certain leases in Texas and Wyoming and an option to lease  
certain property in the Churchrock area of New Mexico.  The properties covered  
by these leases have not been included in the Company's proved or probable      
uranium reserves and their abandonment did not affect the Company's reserve     
base estimates.  These abandonments resulted in a charge against net earnings   
of approximately $1,560,000.                                                    

4.       CONTRACT COMMITMENTS                                                   

SALES CONTRACTS                                                                 

        The Company has entered into several long-term contract commitments to
sell uranium.  Such commitments involve total future sales of uranium           
concentrates of approximately 2,739,000 pounds representing future revenues of  
approximately $42,974,000 over the various contract periods from January 1,     
1995 through 2002.  The average current                                         

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UANIUM RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 1994 

price of all future contracted deliveries, with escalation calculated through   
December 31, 1994, is $15.69.  All of the contracts contain provisions which    
provide for escalation of between 80% and 90% of future inflation indices.      

      All revenues for the twelve months ended December 31, 1994 were from
sales to six customers, five of which represented more than 10% of total        
revenues.  Sales to these five customers totaled $3,847,000, $3,670,000,        
$3,286,000, $3,214,000 and $2,094,000 during 1994.  Revenues for the twelve     
months ended December 31, 1993 were from sales to seven customers, three of     
which represented more than 10% of total revenues.  Sales to these three        
customers totaled $4,899,000, $4,310,000 and $1,345,000 during 1993.  Revenues  
for the twelve months ended December 31, 1992 were from sales to six customers, 
the sales to four of which individually represented more than 10% of total      
revenues.  Sales to these four customers totaled $6,384,000, $4,077,000,        
$3,509,000 and $2,400,000 during 1992.                                          

PURCHASE CONTRACT COMMITMENTS                                                   

    In 1990, the Company entered into a long-term purchase contract to
purchase 250,000 pounds per year from 1992 through 1995, at an original base    
price of $10.50 per pound as of January 1, 1990, escalated at the rate of 50%   
of the prime rate and 50% of inflation.  At December 31, 1994 the escalated     
contract purchase price is $13.48 per pound.  In July 1992, the Company entered 
into a long-term purchase contract to purchase 200,000 pounds annually from     
1993 through 1995.  The contract contains spot market pricing considerations    
and carries a minimum price of $8.00 per pound escalated at a 6% rate and a     
maximum price of $8.00 per pound escalated at an 18% rate.  At December 31,     
1994, the escalated contract purchase price is $9.27 per pound.                 

       In addition, the Company entered into an agreement on August 19, 1994
with Energy Fuels Nuclear, Inc. ("EFN"), an affiliated company of Mr. Benton    
pursuant to which the Company assigned to EFN its rights under the foregoing    
uranium purchase agreements.  Through December 31, 1994, the Company purchased  
150,000 pounds of uranium for $1,791,500 under the two agreements and resold    
the uranium to EFN for the same price.  In a separate transaction, the Company  
purchased 100,000 pounds of uranium from a third-party supplier and resold the  
same to another company affiliated with Mr. Benton for $940,000.  At December   
31, 1994 the average price for the remaining 450,000 pounds under the two       
agreements was approximately $11.61 per pound.                                  

  On November 18, 1994, the Company was assigned a long-term sales
contract ("the Scottish Nuclear Contract") from Energy Fuels, Ltd. ("EFL"), an  
affiliated company of Mr. Benton, in exchange for 736,842 shares of common      
stock and the remaining balance due to the Company in the amount of $881,500    
plus accrued interest of $33,006 for 1994 purchases of uranium made by EFN and  
another company affiliated with Mr. Benton.  The Scottish Nuclear Contract was  
valued by the Company and EFL at $4,500,000.  The deliveries under the Scottish 
Nuclear Contract were accelerated to December 1994 with the Company realizing   
proceeds of $4,151,735 in order to fund the current cash requirements of the    
Company.  The difference from the agreed upon value of the Scottish Nuclear     
Contract and the proceeds received upon accelerating delivery was recorded as a 
loss of $349,265 in the accompanying Consolidated Statements of Operations.     

5.       LONG-TERM DEBT                                                         

CITIBANK CREDIT AGREEMENT                                                       

   On May 24, 1990, the Company entered into a Credit Agreement with
Citibank, N.A. ("Citibank").  On August 19, 1994, the Citibank debt agreements  
were restructured as discussed below.  The balance at the time of the           
restructuring was $6,500,000.  In connection with the restructuring the Company 
has received a waiver of accrued fee obligations of $700,000, which was         
arranged by one of the Benton Companies.  The waiver of these fees has been     
recorded, net of the unamortized debt discount remaining on the Citibank debt   
(approximately $152,000) as an increase to paid-in capital.                     

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UANIUM RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 1994 

CITIBANK DEBT RESTRUCTURING AND EQUITY CONVERSION                               

    On August 19, 1994 Nuexco Exchange, A.G., ("NEAG"), a company then
owned by Mr. Benton, acquired the note (the "Note") outstanding to Citibank     
under the Credit Agreement for $6,500,000.  To fund this acquisition of the     
Note due Citibank and for the additional loan to the Company, NEAG borrowed     
$12,500,000 from Union Bank of Switzerland ("UBS") and made a new loan to the   
Company of $6,000,000.  The $6,000,000 loaned to the Company was used to        
purchase 648,648 pounds of uranium at $9.25 per pound from EFN.  The notes due  
NEAG ("NEAG Notes") were secured by 599,423 pounds of uranium purchased from    
EFN and by the contracts between the Company and certain utilities for delivery 
of uranium.  NEAG assigned their notes due from the Company and the security to 
UBS.  NEAG and UBS released all other collateral that had secured the original  
Citibank Note.  The assigned notes bear interest at Citibank prime (8.5% at     
December 31, 1994) and is payable in installments which coincide with payments  
the Company expects to receive from its customers under existing contracts.     
The balance of the notes was $7,739,225 at December 31, 1994 and is scheduled   
to be paid in full by October 1995.                                             

     To enable the Company to meet its short-term liquidity requirements
while negotiations with Citibank were in progress, Mr. Benton advanced          
$1,125,000 to the Company in January 1994 and $1,125,000 in April 1994.  The    
advances made to the Company by Mr. Benton accrued interest at Citibank's prime 
rate plus 3%.  Mr. Benton also guaranteed the Company's payment obligations     
through December 31, 1994 on the Citibank Note.  On August 19, 1994 the         
$2,250,000 in advances together with accrued but unpaid interest of $106,189    
were converted into equity by the Company's issuance to Mr. Benton of 496,040   
shares of common stock at a valuation of $4.75 per share.                       

In August 1994, the Company entered into an agreement with an 
affiliated company of Mr. Benton ("Benton affiliate") which gave the Company    
the right, prior to August 18, 1997 to require the Benton affiliate to purchase 
up to $6,996,750 of common stock at a per share price of $4.75 (1,473,000       
shares).  The Benton affiliate was granted demand and piggy-back registration   
rights for such shares.  Mr. Benton guaranteed the Benton affiliate's           
performance of its obligations under this agreement.  The issuance of the       
736,842 shares to the Benton affiliate in connection with the assignment of the 
long-term sales contract from EFL (Note 4) was credited against this            
commitment.  The Company does not anticipate that the balance of the shares can 
be put to the Benton Companies because of the Benton bankruptcy.  In addition,  
the options held by Benton affiliates from certain major shareholders of the    
Company have also expired.                                                      

       The Company and certain companies affiliated with Mr. Benton are also
conducting negotiations to form joint ventures involving additional uranium     
properties held by the Benton Companies in the United States and abroad.        
Pursuant thereto, and subsequent to yearend the Company has agreed to acquire   
from the Benton Companies a significant interest in uranium properties in       
Wyoming and South Dakota in return for the issuance of 360,000 shares of common 
stock of the Company at a per share price of $6.00.  The properties are         
mineable using in situ mining methods and will be operated by the Company.  It  
is anticipated that a substantial portion of the Company's production from      
these properties and its existing properties will be eligible for sale under    
the matched sale program permitting the importation of uranium into the United  
States approved by the Department of Commerce.                                  

PURCHASE MONEY OBLIGATIONS                                                      

In 1987, the Company acquired certain long-term sales contract
delivery rights in exchange for cash plus an assignment of a $3,000,000 future  
production payment, at $1.00 per pound of production sold from the Kingsville   
Dome and Rosita projects, starting in 1988.  The production payment was         
recorded as a purchase money obligation at an original calculated present value 
of $2,379,839 and the remaining balance owed at December 31, 1994 is            
$1,080,453.                                                                     

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UANIUM RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 1994 

SUMMARY OF LONG-TERM DEBT                                                       

                                                        [Enlarge/Download Table]

                                                                             At December 31,          
                                                                  ------------------------------------
                                                                       1994                  1993     
                                                                  --------------        --------------
                                                                                                      
Long-term debt of the Company consists of:                                                            
    Citibank loan facilities  . . . . . . . . . . . . . . . . . . $        -            $    9,750,000
    Purchase money obligations -                                                                      
        Sales contract acquisitions   . . . . . . . . . . . . . .      1,080,453             1,080,453
        Crownpoint property (Note 3)  . . . . . . . . . . . . . .        407,054               407,054
    Bank debt . . . . . . . . . . . . . . . . . . . . . . . . . .          -                     4,609
    Other . . . . . . . . . . . . . . . . . . . . . . . . . . . .          -                     1,663
                                                                  --------------        --------------
                                                                       1,487,507            11,243,779
    Less - Current portion  . . . . . . . . . . . . . . . . . . .         82,000             5,256,000
                                                                  --------------        --------------

          Total long-term debt  . . . . . . . . . . . . . . . . . $    1,405,507        $    5,987,779
                                                                  ==============        ==============

Maturities of long-term debt are as follows:                                    

                                                        [Enlarge/Download Table]

For the Twelve Months Ended:                 For the Twelve Months ended:                  
----------------------------                -----------------------------                  
                                                                                           
December 31,  1995  . . . . . . $   82,000  December 31,  1998 . . . . . . . . . $  282,000
December 31,  1996  . . . . . .    358,000  December 31,  1999                             
December 31,  1997  . . . . . .    359,000      and beyond . . . . . . . . . . .    407,000

6.       SHAREHOLDERS' EQUITY                                                   

COMMON STOCK                                                                    

Acquisition of Belt Line Resources, Inc.                                        

   In May 1992, the Company issued 164,991 shares of common stock in
exchange for all of the common stock of Belt Line Resources, Inc., ("Belt       
Line").  Belt Line's assets were comprised primarily of 187,500 shares of the   
Company's common stock, which are recorded on the Company's balance sheet as    
treasury stock.                                                                 

Conversion of Notes to Oren L. Benton.                                          

  On August 19, 1994, the long-term debt of $2,250,000 and related
interest owed to Oren L. Benton was converted into 496,040 shares of common     
stock at a price of $4.75 per share as discussed in Note 5.                     

CONVERSION OF URANIUM SALES CONTRACT                                            

       On November 22, 1994, the Company acquired from EFL a long-term sales
contract (Note 4) in exchange for the remaining balance due from EFN and        
another company affiliated with Mr. Benton for uranium purchased and 736,842    
shares of common stock.                                                         

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UANIUM RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 1994 

WARRANTS                                                                        

Common Stock Purchase Warrants                                                  

    In conjunction with the March 1990 public offering, 301,875 common
stock purchase warrants were issued.  Each warrant was exercisable through      
February 26, 1994 to purchase one share of common stock at a price of $5.20 per 
share.  A total of 82,500 common stock purchase warrants had been exercised as  
of December 31, 1993.  The remaining warrants expired in accordance with their  
terms on February 26, 1994.                                                     

Underwriter Warrants                                                            

       In connection with the March 1990 public offering, the Company issued
to the underwriter, for an aggregate sum of $1,315, Underwriter's Common Stock  
Purchase Warrants ("Underwriter Warrants").  The Underwriter Warrants are       
exercisable through March 5, 1994 to purchase 32,886 shares of common stock at  
a price of $6.60 per share.  None of the Underwriter Warrants had been          
exercised as of December 31, 1993 and they all expired in accordance with their 
terms on March 5, 1994.                                                         

7.       EMPLOYEE STOCK OPTIONS                                                 

       Effective November 10, 1987, the shareholders of the Company approved
the adoption of a nonqualified stock option plan covering certain officers,     
directors and other key employees.  On January 15, 1992, the Board of Directors 
approved the amendment and restatement of the existing stock option plan and    
approved a new Directors' Stock Option Plan for directors who are not employees 
of the Company.  The new directors' plan provides for the grant of 20,000 stock 
options to each of the non-employee directors along with additional annual      
grants of stock options upon re-election as directors at the Company's annual   
meeting.  Currently there are 65,000 stock options outstanding under the        
Directors' Stock Option Plan.  Also on January 15, 1992, the Board of Directors 
approved the grant of 577,248 stock options under the amended plan to officers  
and employees.  All of the previously outstanding options were canceled upon    
the effectiveness of the new options.  On August 10, 1994, the Board of         
Directors increased the available options under the Employees' Stock Option     
Plan and the Directors' Stock Option Plan to 850,000 options and 150,000        
options, respectively.  Additional details about the options granted under the  
stock option plans are as follows:                                              

                                                        [Enlarge/Download Table]

                                                                   At December 31, 1994,               
                                               ------------------------------------------------------- 
                                                 Options                                               
                            Exercise  Options   Available         Options      Options        Options  
   Date of Grant             Price    Granted  for Exercise      Exercised     Canceled     Outstanding
   -------------             ------   -------  ------------      ---------     --------     -----------
                                                                                                       
January 15, 1992             $  2.94  617,248    163,967             81,031     137,250         398,967
May 22, 1992                   $3.00    2,000        500                500         500           1,000
                                      -------    -------             ------     -------         -------
  Balances at December 31, 1992       619,248    164,467             81,531     137,750         399,967

February 26, 1993              $2.50   10,000      2,500                -           -            10,000
May 27, 1993                   $3.50    2,000        250                250         750           1,000
                                      -------    -------             ------     -------         -------
  Balances at December 31, 1993       631,248    167,217             81,781     138,500         410,967

July 11, 1994                  $4.38   20,000        -                  -           -            20,000
August 10, 1994                $4.25  140,000        -                  -        20,000         120,000
December 15, 1994              $5.88    3,000        -                  -           -             3,000
                                      -------    -------             ------     -------         -------
  Balances at December 31, 1994       794,248    167,217             81,781     158,500         553,967
                                      =======    =======             ======     =======         =======

       The exercise price for all the options granted has been the approximate
market price of the common stock on the date granted. The terms of the options  
provide that no options may be exercised for one year after grant, and then for 
ratable exercise over the subsequent four year period, with a total exercise    
period of ten years.                                                            

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UANIUM RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 1994 

8.       FEDERAL INCOME TAXES                                                   

CHANGE IN ACCOUNTING PRINCIPLE-ACCOUNTING FOR INCOME TAXES    

      The Financial Accounting Standards Board has issued SFAS #109, which
requires, among other things, an asset and liability approach for financial     
accounting and reporting for income taxes.  This asset and liability approach   
was also required under SFAS #96 which the Company implemented on an early      
basis in the December 31, 1988 financial statements.  As a result of the        
Company's prior adoption of SFAS #96, the adoption of SFAS #109, effective      
January 1, 1994, did not have any material impact on the Company's financial    
statements.                                                                     

      The deferred federal income tax liability consists of the following:

                                                        [Enlarge/Download Table]

                                                                 December 31,            
                                                  -------------------------------------- 
                                                      1994                      1993     
                                                  -------------             ------------ 
                                                                                         
Property development costs - net of amortization  $   8,358,000             $  7,601,000 
Accelerated depreciation                                114,000                  101,000 
Restoration reserves                                   (866,000)                (827,000)
Net operating loss carryforwards                     (5,417,000)              (5,317,000)
Valuation allowance and other - net                     721,000                1,052,000 
                                                  -------------             ------------ 
    Total deferred income tax liability           $   2,910,000             $  2,610,000 
                                                  =============             ============ 

    Major items causing the Company's tax provision to differ from the
federal statutory rate of 34% were:                                             

                                                        [Enlarge/Download Table]

                                                   For the Twelve Months Ended December 31,                 
                                  ------------------------------------------------------------------------- 
                                          1994                       1993                      1992         
                                  -----------------------   ----------------------   ---------------------- 
                                               % of Pretax              % of Pretax              % of Pretax
                                     Amount       Income      Amount      Income        Amount      Income  
                                  ------------  ---------   ----------   ---------   -----------  --------- 
                                                                                                            
Pretax income (loss)  . . . .     $  1,505,224              $ (454,558)              $ 2,810,320            
                                  ------------   ------     ----------    ------     -----------   ------   
Pretax income (loss) times                                                                                  
    statutory tax rate  . . .          512,000     34.0%      (155,000)    (34.0%)       956,000     34.0%  
Increases (reductions) in                                                                                   
    taxes resulting from:                                                                                   
      Percentage depletion  .         (512,000)   (34.0%)      155,000      34.0%       (956,000)   (34.0%) 
      Alternative minimum tax          299,928     19.9%      (106,608)    (23.5%)       407,815     14.5%  
                                  ------------   ------     ----------    ------     -----------   ------   

    Income tax expense (benefit)  $    299,928     19.9%    $ (106,608)    (23.5%)   $   407,815     14.5%  
                                  ============   ======     ==========    ======     ===========   ======   

      The Company's book income for regular federal income tax purposes at
December 31, 1994 is entirely sheltered by cumulative percentage depletion and  
investment tax credit carryforwards.  However, under the Alternative Minimum    
Tax ("AMT") system imposed by the 1986 Tax Reform Act ("the 86 ACT"), these     
carryforward items may only be utilized on a limited basis resulting in the     
above tax provisions, which consists entirely of deferred AMT.                  

        At December 31, 1994, approximately $1,382,000 of percentage depletion
(available for regular tax purposes) had not been utilized to shelter book      
income and is available to carry forward to future accounting periods.  The     
Company made income tax payments in 1993 of $36,392 and received a refund of    
$40,114 in 1992.  No tax payments were required in 1994.                        

      The Company has available for regular federal income tax purposes at
December 31, 1994 estimated net operating loss carryforwards of approximately   
$15,933,000 which expire primarily in 1998 through 2010, if not previously      
utilized.                                                                       

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UANIUM RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 1994 

At December 31, 1994, the Company had investment tax credit carryforwards of    
approximately $28,000, after adjusting for the reductions required by the 86    
ACT, which expire for regular tax purposes in 1995 through 2000.                

9.       OTHER LONG-TERM LIABILITIES AND DEFERRED CREDITS                       

                                                        [Enlarge/Download Table]

                                                                                     December 31,            
                                                                          -----------------------------------
                                                                             1994                   1993     
                                                                          -----------           -------------
                                                                                                             
Other long-term liabilities and deferred credits on the balance sheet                                        
  consisted of:                                                                                              
    Reserve for future restoration and reclamation costs,                                                    
        net of current portion of $90,000 and $31,000 in                                                     
        1994 and 1993 (Note 1)  . . . . . . . . . . . . . . . . . . . . . $ 2,337,624           $   2,330,297
    Citibank additional loan fee, net of                                                                     
        current portion of $100,000 in 1993 . . . . . . . . . . . . . . .      -                      700,000
                                                                          -----------           -------------
         Total other long-term liabilities and deferred credits . . . . . $ 2,337,624           $   3,030,297
                                                                          ===========           =============

10.      COMMITMENTS AND CONTINGENCIES                                          

The Company's mining operations are subject to federal and state regulations    
for the protection of the environment, including water quality.  These laws are 
constantly changing and generally becoming more restrictive.  The ongoing costs 
of complying with such regulations has not been significant to the Company's    
annual operating costs.  Future mine closure and reclamation costs are provided 
for as each pound of uranium is produced on a unit-of-production basis.  The    
Company reviews its reclamation obligations each year and determines the        
appropriate unit charge.  The Company also evaluates the status of current      
environmental laws and their potential impact on their accrual for costs.  The  
Company believes its operations are in compliance with current environmental    
regulations.                                                                    

Cash flow is not substantially impacted by environmental expenditures.          
Nevertheless, in 1995, the Company expects to have to post and fund a bond with 
the Texas Natural Resources Conservation Commission to provide for the          
reclamation of all the Company's permitted projects.  The Company expects the   
bond will approximate its recorded reclamation costs.  The Company also expects 
to continue to make future expenditures to comply with environmental            
requirements.                                                                   

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

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                                                                      SCHEDULE I

URANIUM RESOURCES, INC. 

CONDENSED FINANCIAL INFORMATION OF REGISTRANT 
(PARENT COMPANY ONLY) 
BALANCE SHEETS

                                                        [Enlarge/Download Table]

                                                                                       December 31,          
                                                                              ------------------------------ 
                                                                                   1994             1993     
                                                                              -------------    ------------- 
                                                                                                             
ASSETS                                                                                                       
------                                                                                                       

Current assets:                                                                                              
       Cash and cash equivalents  . . . . . . . . . . . . . . . . . . . . . . $      27,406    $      12,902 
       Receivables  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        37,904           17,673 
       Prepaid and other current assets . . . . . . . . . . . . . . . . . . .           ---           96,204 
                                                                              -------------    ------------- 
          Total current assets  . . . . . . . . . . . . . . . . . . . . . . .        65,310          126,779 
                                                                              -------------    ------------- 

Property, plant and equipment, at cost:                                                                      
       Net property, plant and equipment  . . . . . . . . . . . . . . . . . .        18,483           23,604 
Investment in subsidiaries  . . . . . . . . . . . . . . . . . . . . . . . . .    16,999,145       14,950,962 
Intercompany notes receivable . . . . . . . . . . . . . . . . . . . . . . . .     7,991,000        2,206,000 
                                                                              -------------    ------------- 
       Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $  25,073,938    $  17,307,345 
                                                                              =============    ============= 

LIABILITIES AND SHAREHOLDERS' EQUITY                                                                         
------------------------------------                                                                         

Current liabilities:                                                                                         
       Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . $     131,778    $      15,818 
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . .        62,463          136,583 
                                                                              -------------    ------------- 
          Total current liabilities   . . . . . . . . . . . . . . . . . . . .       194,241          152,401 
                                                                              -------------    ------------- 

Deferred federal income taxes . . . . . . . . . . . . . . . . . . . . . . . .      (676,000)        (465,000)
Shareholders' equity:                                                                                        
       Common stock, $.001 par value, 12,500,000 shares authorized;                                          
          shares issued and outstanding: 1994 - 7,954,683; 1993 - 6,640,020           8,142            6,828 
       Common stock purchase warrants . . . . . . . . . . . . . . . . . . . .           ---          349,704 
       Paid-in capital  . . . . . . . . . . . . . . . . . . . . . . . . . . .    12,365,716        5,286,869 
       Retained earnings  . . . . . . . . . . . . . . . . . . . . . . . . . .    13,181,839       11,976,543 
                                                                              -------------    ------------- 
          Total shareholders' equity  . . . . . . . . . . . . . . . . . . . .    25,555,697       17,619,944 
                                                                              -------------    ------------- 
                                                                              $  25,073,938    $  17,307,345 
                                                                              =============    ============= 

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                                                                      SCHEDULE I
                                                                        (CONT'D)
URANIUM RESOURCES, INC. 

CONDENSED FINANCIAL INFORMATION OF REGISTRANT 
(PARENT COMPANY ONLY) 

STATEMENTS OF OPERATIONS

                                                        [Enlarge/Download Table]

                                                                    Year Ended December 31,            
                                                        -----------------------------------------------
                                                             1994            1993             1992     
                                                        --------------  --------------   --------------
                                                                                                       
Income:                                                                                                
  Equity in operating income of subsidiaries before                                                    
     federal income taxes   . . . . . . . . . . . . . . $    2,559,183  $      524,275   $    3,870,478
  Interest and other income . . . . . . . . . . . . . .        166,372         150,997          249,356
                                                        --------------  --------------   --------------
     Total income   . . . . . . . . . . . . . . . . . .      2,725,555         675,272        4,119,834

Expenses:                                                                                              
  General and administrative  . . . . . . . . . . . . .      1,219,124       1,070,928        1,291,997
  Interest and other expense  . . . . . . . . . . . . .          1,207          58,902           17,517
                                                        --------------  --------------   --------------
     Total expenses   . . . . . . . . . . . . . . . . .      1,220,331       1,129,830        1,309,514
                                                        --------------  --------------   --------------
Earnings (loss) from operations . . . . . . . . . . . .      1,505,224        (454,558)       2,810,320
Federal income tax provision (benefit)  . . . . . . . .        299,928        (106,608)         407,815
                                                        --------------  --------------   --------------
Net income (loss) . . . . . . . . . . . . . . . . . . . $    1,205,296  $     (347,950)  $    2,402,505
                                                        ==============  ==============   ==============

STATEMENTS OF CASH FLOWS

                                                        [Enlarge/Download Table]

                                                                 Year Ended December 31,              
                                                        --------------------------------------------- 
                                                            1994            1993           1992       
                                                        ------------    ------------     ------------ 
                                                                                                      
Cash flows from operations:                                                                           
   Net income (loss)  . . . . . . . . . . . . . . . . . $  1,205,296    $   (347,950)    $  2,402,505 
   Reconciliation of net income to cash provided by                                                   
     operations:                                                                                      
        Equity in operating income of                                                                 
          subsidiaries  . . . . . . . . . . . . . . . .   (2,559,183)       (524,275)      (3,870,478)
        Provision for deferred income                                                                 
          taxes . . . . . . . . . . . . . . . . . . . .      300,000         (91,000)         443,000 
        Other non-cash items, net . . . . . . . . . . .      101,325         148,435          127,968 
        Changes in operating working capital                                                          
          and other items . . . . . . . . . . . . . . .      707,332         794,724          911,495 
                                                        ------------    ------------     ------------ 
Net cash provided by (used in) operations . . . . . . .     (245,230)        (20,066)          14,490 
                                                        ------------    ------------     ------------ 
Investment activities:                                                                                
Other property  . . . . . . . . . . . . . . . . . . . .          ---             -               (245)
                                                        ------------    ------------     ------------ 
Net cash provided by (used in) investing activities . .          ---             -               (245)
                                                        ------------    ------------     ------------ 
Financing activities:                                                                                 
   Issuance of common stock and warrants,net  . . . . .      240,556             -                (27)
   Other    . . . . . . . . . . . . . . . . . . . . . .       19,178             -                -   
                                                        ------------    ------------     ------------ 
Net cash provided by (used in) financing activities . .      259,734             -                (27)
                                                        ------------    ------------     ------------ 
Net increase (decrease) in cash and cash equivalents  .       14,504         (20,066)          14,218 
Cash and cash equivalents, beginning of period  . . . .       12,902          32,968           18,750 
                                                        ------------    ------------     ------------ 
Cash and cash equivalents, end of period  . . . . . . . $     27,406    $     12,902     $     32,968 
                                                        ============    ============     ============ 

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                                                                     SCHEDULE II

URANIUM RESOURCES, INC. 

VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

                                                        [Enlarge/Download Table]


                                                                 ADDITIONS                         
                                           CHARGED    ------------------------------               
                               BALANCE AT  TO COSTS      CHARGED TO                                
                               BEGINNING     AND            OTHER                     BALANCE AT   
           DESCRIPTION         OF PERIOD   EXPENSES       ACCOUNTS     DEDUCTIONS(A)  END OF PERIOD
           -----------         ---------   --------   ---------------  -------------  -------------
                                                                                                   
Year ended December 31, 1994:                                                                      
    Accrued restoration costs  $2,361,297  $ 274,465  $(50,764)(b)      $   157,374   $2,427,624(c)

Year ended December 31, 1993:                                                                      
    Accrued restoration costs  $2,448,239  $ 292,200  $(79,954)(b)      $   299,188   $2,361,297(c)

Year ended December 31, 1992:                                                                      
    Accrued restoration costs  $2,542,955  $ 367,913  $(189,229)(b)     $   273,400   $2,448,239(c)

--------------------                                                            

(a)  Deductions represent costs incurred in the restoration process.            

(b)  Decrease resulted primarily from restoration provision amounts in          
beginning inventory which were expensed in the current year.          

(c)  Amounts recorded as current liabilities at December 31, 1994, 1993 and     
1992 are $90,000, $31,000, and $73,000 respectively.                  

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SIGNATURES

   Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed   
on its behalf by the undersigned, thereunto duly authorized.                    

Date:  January 30, 1996                                                         

URANIUM RESOURCES, INC.       

By:   /s/  Paul K. Willmott   
                   -------------------------------------------
                      Paul K. Willmott, Chairman of the Board,
                   Chief Executive Officer and President

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

                                                                [Download Table]

Signature                                                     Date             
---------                                                     ----             
                                                                               
/s/ Paul K. Willmott                                           January 30, 1996
-----------------------------------------------                                
Paul K. Willmott,                                                              
Chairman of the Board, Chief Executive Officer,                                
President (Principal Executive Officer)                                        

/s/ Leland O. Erdahl                                           January 30, 1996
-----------------------------------------------                                
Leland O. Erdahl,                                                              
Director                                                                       

/s/ George R. Ireland                                          January 30, 1996
-----------------------------------------------                                
George R. Ireland,                                                             
Director                                                                       

/s/ James B. Tompkins                                          January 30, 1996
-----------------------------------------------                                
James B. Tompkins,                                                             
Director                                                                       

/s/ Thomas H. Ehrlich                                          January 30, 1996
-----------------------------------------------                                
Thomas H. Ehrlich,                                                             
Vice President and Chief Financial Officer                                     
(Principal Financial Officer and Principal                                     
Accounting Officer)                                                            

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EXHIBIT INDEX 

                                                        [Enlarge/Download Table]

EXHIBIT                                                                             SEQUENTIALLY 
NUMBER   DESCRIPTION                                                                NUMBERED PAGE
                                                                                                 
3.1      Certificate of Incorporation of the Company (filed with the Company's                   
         Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,                     
         1990).*                                                                                 

3.2      Bylaws of the Company (filed with the Company's Form 10 - General Form                  
         for Registration of Securities Pursuant to Section 12(b) or (g) of the                  
         Securities Exchange Act of 1934 as filed with the Securities and Exchange               
         Commission on September 8, 1988).*                                                      

4.1      Renewal Promissory Note in the amount of $6,500,000 dated August 19, 1994               
         between URI, Inc. as borrower and NUEXCO Exchange AG as lender**                        

4.2      Full and Final Release executed as of June 13, 1994 by URI, Inc., Hydro                 
         Resources, Inc., Citibank, N.A. and the Company**                                       
4.3      Release Agreement dated August 19, 1994 by and among URI, Inc., Hydro                   
         Resources, Inc., Concord International Mining and Management Corp.,                     
         NUEXCO Exchange AG and the Company and UBS**                                            

4.4      Reimbursement and Collateral Agreement dated as of August 19, 1994 by and               
         between URI, Inc. and Citibank, N.A.**                                                  
4.5      Promissory Note in the amount of $6,000,000 dated August 15, 1994 between               
         URI, Inc., Hydro Resources, Inc. and the Company all as the maker and                   
         NUEXCO Exchange AG as lender**                                                          

4.6      Assignment dated August 19, 1994 between NUEXCO Exchange AG and Union                   
         Bank of Switzerland**                                                                   

4.7      Stock Purchase Agreement dated August 18, 1994 between Oren L. Benton and               
         the Company**                                                                           
4.8      Stock Sale Right Agreement dated August 18, 1994 by and between Concord                 
         International, Oren L. Benton and the Company**                                         

4.9      Directors Stock Option Plan**                                                           
4.10     Employees' Stock Option Plan**                                                          

10.1     Agreement dated as of July 16, 1992 between Uranerz Exploration and                     
         Mining Limited, Uranerz U.S.A., Inc., Uranium Resources, Inc. and URI,                  
         Inc.**(1)                                                                               

10.2     Agreement dated July 30, 1990 between Uranerz Exploration and Mining                    
         Limited, Uranerz U.S.A., Inc., Uranium Resources, Inc. and URI, Inc.                    
         (filed with Post-Effective Amendment No. 3 to the Company's Form S-1                    
         Registration Statement as filed with the Securities and Exchange                        
         Commission on December 7, 1990).*                                                       

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                                                        [Enlarge/Download Table]

EXHIBIT                                                                             SEQUENTIALLY 
NUMBER   DESCRIPTION                                                                NUMBERED PAGE
                                                                                                 
10.3     Contract dated as of November 17, 1987 and amended as of May 29, 1992 by                
         Hydro Resources, Inc., a wholly-owned subsidiary of Uranium Resources,                  
         Inc., and Public Service Company of New Mexico (filed with the Company's                
         Form 8 - Amendment to Application or Report as filed with the Securities                
         and Exchange Commission on December 9, 1988).*                                          

10.4     Contract for the Sale of Uranium Concentrates dated as of April 21, 1987                
         between Southern California Edison Company and Uranium Resources, Inc.                  
         (filed with the Company's Form 8 - Amendment to Application or Report as                
         filed with the Securities and Exchange Commission on November 7, 1988).*                
10.5     Contract for the Purchase of Natural Uranium Concentrates (U3 O8) dated                 
         April 5, 1994 between Uranium Resources, Inc., URI, Inc. and Pacific Gas                
         & Electric Company**(1)                                                                 

10.6     Agreement for the Sale of Uranium Concentrates dated as of August 23,                   
         1990 between OES Fuel, Incorporated, Uranium Resources, Inc., and URI,                  
         Inc. (filed with Post-Effective Amendment No. 3 to the Company's Form S-1               
         Registration Statement as filed with the Securities and Exchange                        
         Commission on December 7, 1990) *                                                       

10.7     U3 O8 Sales Agreement dated September 30, 1988 between GPU Nuclear                      
         Corporation and URI, Inc. guaranteed by Uranium Resources, Inc. (filed                  
         with the Company's Form 8 - Amendment to Application or Report as filed                 
         with the Securities and Exchange Commission on December 9, 1988)*                       
10.8     Uranium Concentrates Sales Agreement effective as of August 25, 1994 by                 
         and between Energy Fuels Exploration Company and URI, Inc.**                            

10.9     Assignment and Assumption made effective as of August 18, 1994 by and                   
         between URI, Inc. and Energy Fuels Nuclear, Inc.**                                      
10.10    Uranium Concentrates Sales Agreement effective as of August 18, 1994 by                 
         and between URI, Inc. and Energy Fuels Nuclear, Inc.**                                  

10.11    Summary of Supplemental Health Care Plan (filed with Amendment No. 1 to                 
         the Company's Form S-1 Registration Statement (File No. 33-32754) as                    
         filed with the Securities and Exchange Commission on February 20, 1990).*               

10.12    Agreement for the Purchase and Sale of General Partnership Interest -                   
         Cheyenne River Partners, L.P. entered into as of November 18, 1994 by and               
         between Energy Fuels, Ltd. and the Company**                                            
10.13    Joint Production Venture Agreement draft undated between Energy Fuels,                  
         Ltd. and the Company**                                                                  

10.14    Assignment entered into November 18, 1994 by and between Energy Fuels,                  
         Ltd. and URI, Inc.**                                                                    
22.1     Subsidiaries of the Company**                                                           

24.1     Consent of Arthur Andersen LLP**                                                        

*      Incorporated by reference pursuant to Rule 12b-32 under the Securities   
and Exchange Act of 1934, as amended.                             

E-2 

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**     Previously filed.                                                        

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

E-3 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K/A’ Filing		Date		First		Last			Other Filings
		12/31/99		18					10-K,  10-K/A,  NT 10-K
		12/31/98		18					10-K
		12/31/97		18					10-K
		8/18/97		17
		12/31/96		18					10-K405,  10-K405/A
Filed on:		2/2/96
		1/30/96		25
		12/31/95		18					10-K,  10-K/A
		9/1/95		2					SC 13D
		5/25/95		5		14			8-K
		4/7/95		5
		3/31/95		1					10-Q,  NT 10-Q
		3/24/95		1
		1/1/95		15
For Period End:		12/31/94		1		24
		12/15/94		19
		11/22/94		18
		11/18/94		16		27
		8/25/94		27
		8/19/94		16		26
		8/18/94		26		27
		8/15/94		26
		8/10/94		19
		7/11/94		19
		6/13/94		26
		4/17/94		2
		4/5/94		27
		3/5/94		19
		2/26/94		19
		1/1/94		20
		12/31/93		4		24
		5/27/93		19
		2/26/93		19
		12/31/92		4		24
		7/16/92		26
		5/29/92		27
		5/22/92		19
		3/31/92		15
		1/15/92		19
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