U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                   REGISTRATION STATEMENT UNDER THE SECURITIES
                             ACT OF 1933, AS AMENDED


                              URANIUM ENERGY CORP.
        _________________________________________________________________
        (Exact name of small business issuer as specified in its charter)


            NEVADA                                                98-0399476
_______________________________                              ___________________
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation of organization)                              Identification No.)


                                  Austin Centre
                           701 Brazos, Suite 500 PMB#
                               Austin, Texas 78701
                    ________________________________________
                    (Address of Principal Executive Offices)


                 2005 Stock Option Plan for Uranium Energy Corp.
                 _______________________________________________
                            (Full title of the plan)


                                 Diane D. Dalmy
                                 Attorney at Law
                              8965 W. Cornell Place
                            Lakewood, Colorado 80227
                     _______________________________________
                     (Name and address of agent for service)


                                  303.985.9324
                     _______________________________________
                     (Telephone number, including area code,
                              of agent for service)


                         CALCULATION OF REGISTRATION FEE


                                   Proposed          Proposed
Title of                           maximum           maximum
Securities        Amount           offering          aggregate      Amount of
To be             to be            price             offering       registration
Registered        Registered       per share         price          fee
________________________________________________________________________________
                                          (1)                 (2)
Common Stock      2,000,000          $0.50          $1,000,000       $107.00
________________________________________________________________________________

(1)  Estimated solely for the purpose of computing the registration fee pursuant
     to Rule 457(c) and (h) under the  Securities  Act of 1933, as amended.  The
     Proposed  Maximum  Offering  Price Per Share was determined by the Board of
     Directors  and set  contractually.  As of the  date  of  this  Registration
     Statement, 3,150,000 Stock Options have been issued.

(2)  This  Registration  Statement  relates  to  such  indeterminate  number  of
     additional  shares of Common Stock of Uranium Energy Corp.  (the "Company")
     as may be issuable as a result of stock splits,  stock dividends or similar
     transactions.


<PAGE>


           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, filed with or furnished to the Securities and Exchange
Commission, are incorporated in this Registration Statement by reference:

     (i) the latest  prospectus  filed pursuant to Rule 424(b) of the Securities
Act of 1933, as amended (the "Act").

     (ii) all other  reports  filed by the Company  pursuant to Section 13(a) or
15(d) of the  Exchange  Act  since the end of the  fiscal  year  covered  by the
document referred to in (a) above.

     (iii) the  registration  statement of the Company  filed on Form SB-2 under
the Act.

     (iv) The description of securities  which is contained in the  registration
statement on Form SB-2 filed by the Company  pursuant to the Act,  including any
amendment or report filed for the purpose of updating such description

All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which either indicates that all securities offered have been sold or
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
prospectus.

ITEM 4. DESCRIPTION OF SECURITIES.

The Company is authorized to issue 750,000,000 common shares with a par value of
$0.001. As of February 9, 2006, there are 14,153,722 common shares outstanding.
Upon liquidation, dissolution or winding up of the Company, the holders of the
common stock are entitled to share ratably in all net assets available for
distribution to common stockholders after payment to creditors. The common stock
is not convertible or redeemable and has no preemptive, subscription or
conversion rights. Each outstanding share of common stock is entitled to one
vote on all matters submitted to a vote of stockholders. There are no cumulative
voting rights. The holders of outstanding shares of common stock are entitled to
receive dividends out of assets legally available therefore at such times and in
such amounts as the Company's board of directors may from time to time
determine. Holders of common stock will share equally on a per share basis in
any dividend declared by the board of directors. The Company has not paid any
dividends on its common stock and does not anticipate paying any cash dividends
on such stock in the foreseeable future. In the event of a merger or
consolidation, all holders of common stock will be entitled to receive the same
per share consideration.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

The validity of the securities being registered will be passed upon by Diane D.
Dalmy, Esq., General Counsel to the Company, 8965 W. Cornell Place, Lakewood,
Colorado 80227.

None of the experts named in the Registration Statement as having prepared or
certified a report or counsel for the Company named in the Registration
Statement as having given an opinion upon the validity of the securities being
registered or upon other legal matters in connection with the registration of
offering of such securities have or will receive in connection with the offering
a substantial interest, direct or indirect, in the Company or its subsidiary, if
any, nor was connected with the Company or its subsidiary, if any, as a
promoter, managing underwriter, voting trustee, director, officer or employee.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 78.7502 of the Nevada Revised Statutes contains provisions for
indemnification of the officers and directors of the Company. Nevada law
provides for indemnification (which may eliminate any personal liability of a
director to the Company or its shareholders for monetary damages for gross
negligence or lack of care in carrying out the director's fiduciary duties) if a
director or officer acts in good faith in a manner reasonably believed to be in,
or not opposed to, the best interests of the Company. A director or officer may
be indemnified as to any matter in which he successfully defends himself.

The officers and directors of the Company are accountable to the shareholders of
the Company as fiduciaries, which means such officers and directors are required
to exercise good faith and integrity in handling the Company's affairs.


<PAGE>


A shareholder may be able to institute legal action on behalf of himself and all
other similarly situated shareholders to recover damages where the Company has
failed or refused to observe the law. Shareholders may, subject to applicable
rules of civil procedure, be able to bring a class action or derivative suit to
enforce their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered losses in
connection with the purchase or sale of their interest in the Company due to a
breach of a fiduciary duty by an officer or director of the Company in
connection with such sale or purchase including, but not limited to, the
misapplication by any such officer or director of the proceeds from the sale of
any securities, may be able to recover such losses from the Company.

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

The Company has no agreements with any of its directors or executive officers
providing for indemnification of any such persons with respect to liability
arising out of their capacity or status as officers and directors.

At present, there is no pending litigation or proceeding involving a director or
executive officers of the Company as to which indemnification is being sought.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

In the event certain Stock Options issued under the Stock Option Plan are not
registered pursuant to this Registration Statement, the shares of Common Stock
to be issued pursuant to an exercise of such Stock Option shall be issued in
reliance upon the exemption from the registration requirements of the Securities
Act of 1933, as amended, contained in Section 4(2) thereof, covering
transactions not involving any public offering or not involving any "offer" or
"sale".

In such event, each optionee, as a condition of exercise, shall represent,
warrant and agree in a form of written certificate approved by the Company that
(i) all shares of Common Stock are being acquired solely for his own account and
not on behalf of any other person or entity; (ii) no shares of Common Stock will
be sold or otherwise distributed in violation of the Securities Act of 1933, as
amended, or any other applicable federal or state securities laws; (iii) if he
is subject to reporting requirements under Section 16(a) of the Securities
Exchange Act of 1934, as amended, he will (a) furnish the Company with a copy of
each Form 4 filed by him and (b) timely file all reports required under the
federal securities laws; and (iv) he will report all sales of shares of Common
Stock to the Company in writing.

ITEM 8. EXHIBITS

The following documents are filed as exhibits to this Registration Statement:

5.1  Opinion of Diane D. Dalmy, as counsel to the Company, regarding the
     legality of the securities being registered.

23.1 Consent of Diane D. Dalmy, as counsel to the Company, included in the
     Opinion as exhibit 5.1.

23.2 Consent of Dale Matheson Carr-Hilton LaBonte as independent public
     accountants.

99.1 2005 Stock Option Plan.

ITEM 9. UNDERTAKINGS.

The undersigned registrant hereby undertakes to deliver or cause to be delivered
with the prospectus to each employee to whom the prospectus is sent or given a
copy of the registrant's annual report to stockholders for its last fiscal year,
unless such employee otherwise has received a copy of such report, in which case
the registrant shall state in the prospectus that it will promptly furnish,
without charge, a copy of such report on written request of the employee.

The undersigned registrant hereby undertakes to transmit or cause to be
transmitted to all employees participating in the plan who do not otherwise
receive such material as stockholders of the registrant, at the time and in the
manner such material is sent to its stockholders, copies of all reports, proxy
statements and other communications distributed to its stockholders generally.


<PAGE>


The undersigned registrant hereby undertakes (i) to file, during any period in
which offers or sales are being made, a post-effective amendment to this
Registration Statement, if applicable, to include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; (ii) that, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and (iii) to remove from registration by
means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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


<PAGE>


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vancouver, Province of British Columbia, Canada on
this 9th day of February, 2006.

                              URANIUM ENERGY CORP.




                              By: /s/ AMIR ADNANI
                              ___________________________________
                                      AMIR ADNANI, PRESIDENT
                                      AND CHIEF EXECUTIVE OFFICER



Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following person in the capacity
and on the date indicated.




     SIGNATURE                           TITLE                    DATE



/s/ GRANT ATKINS                TREASURER, CHIEF FINANCIAL    FEBRUARY 9, 2006
_____________________               OFFICER, DIRECTOR
    Grant Atkins



/s/ RANDALL RENEAU             CHIEF EXPLORATION OFFICER,     FEBRUARY 9, 2006
_____________________                   DIRECTOR
    Randall Reneau


/s/ JOHNATHAN LINDSAY                    SECRETARY            FEBRUARY 9, 2006
_____________________
    Johnathan Lindsay


/s/ D. BRUCE HORTON                      DIRECTOR             FEBRUARY 9, 2006
_____________________
    D. Bruce Horton


/s/ STEVE JEWETT                         DIRECTOR             FEBRUARY 9, 2006
_____________________
    Steve Jewett


/s/ ALAN LINDSAY                         DIRECTOR             FEBRUARY 9, 2006
_____________________
    Alan Lindsay
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U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                   REGISTRATION STATEMENT UNDER THE SECURITIES
                             ACT OF 1933, AS AMENDED

                              URANIUM ENERGY CORP.
        _________________________________________________________________
        (Exact name of small business issuer as specified in its charter)

            NEVADA                                                98-0399476
_______________________________                              ___________________
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation of organization)                              Identification No.)

                                  Austin Centre
                           701 Brazos, Suite 500 PMB#
                               Austin, Texas 78701
                    ________________________________________
                    (Address of Principal Executive Offices)

                 2005 Stock Option Plan for Uranium Energy Corp.
                 _______________________________________________
                            (Full title of the plan)

                                 Diane D. Dalmy
                                 Attorney at Law
                              8965 W. Cornell Place
                            Lakewood, Colorado 80227
                     _______________________________________
                     (Name and address of agent for service)

                                  303.985.9324
                     _______________________________________
                     (Telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                   Proposed          Proposed
Title of                           maximum           maximum
Securities        Amount           offering          aggregate      Amount of
To be             to be            price             offering       registration
Registered        Registered       per share         price          fee
________________________________________________________________________________
                                          (1)                 (2)
Common Stock      2,000,000          $0.50          $1,000,000       $107.00
________________________________________________________________________________

(1)  Estimated solely for the purpose of computing the registration fee pursuant
     to Rule 457(c) and (h) under the  Securities  Act of 1933, as amended.  The
     Proposed  Maximum  Offering  Price Per Share was determined by the Board of
     Directors  and set  contractually.  As of the  date  of  this  Registration
     Statement, 3,150,000 Stock Options have been issued.

(2)  This  Registration  Statement  relates  to  such  indeterminate  number  of
     additional  shares of Common Stock of Uranium Energy Corp.  (the "Company")
     as may be issuable as a result of stock splits,  stock dividends or similar
     transactions.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, filed with or furnished to the Securities and Exchange
Commission, are incorporated in this Registration Statement by reference:

     (i) the latest  prospectus  filed pursuant to Rule 424(b) of the Securities
Act of 1933, as amended (the "Act").

     (ii) all other  reports  filed by the Company  pursuant to Section 13(a) or
15(d) of the  Exchange  Act  since the end of the  fiscal  year  covered  by the
document referred to in (a) above.

     (iii) the  registration  statement of the Company  filed on Form SB-2 under
the Act.

     (iv) The description of securities  which is contained in the  registration
statement on Form SB-2 filed by the Company  pursuant to the Act,  including any
amendment or report filed for the purpose of updating such description

All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which either indicates that all securities offered have been sold or
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
prospectus.

ITEM 4. DESCRIPTION OF SECURITIES.

The Company is authorized to issue 750,000,000 common shares with a par value of
$0.001. As of February 9, 2006, there are 14,153,722 common shares outstanding.
Upon liquidation, dissolution or winding up of the Company, the holders of the
common stock are entitled to share ratably in all net assets available for
distribution to common stockholders after payment to creditors. The common stock
is not convertible or redeemable and has no preemptive, subscription or
conversion rights. Each outstanding share of common stock is entitled to one
vote on all matters submitted to a vote of stockholders. There are no cumulative
voting rights. The holders of outstanding shares of common stock are entitled to
receive dividends out of assets legally available therefore at such times and in
such amounts as the Company's board of directors may from time to time
determine. Holders of common stock will share equally on a per share basis in
any dividend declared by the board of directors. The Company has not paid any
dividends on its common stock and does not anticipate paying any cash dividends
on such stock in the foreseeable future. In the event of a merger or
consolidation, all holders of common stock will be entitled to receive the same
per share consideration.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

The validity of the securities being registered will be passed upon by Diane D.
Dalmy, Esq., General Counsel to the Company, 8965 W. Cornell Place, Lakewood,
Colorado 80227.

None of the experts named in the Registration Statement as having prepared or
certified a report or counsel for the Company named in the Registration
Statement as having given an opinion upon the validity of the securities being
registered or upon other legal matters in connection with the registration of
offering of such securities have or will receive in connection with the offering
a substantial interest, direct or indirect, in the Company or its subsidiary, if
any, nor was connected with the Company or its subsidiary, if any, as a
promoter, managing underwriter, voting trustee, director, officer or employee.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 78.7502 of the Nevada Revised Statutes contains provisions for
indemnification of the officers and directors of the Company. Nevada law
provides for indemnification (which may eliminate any personal liability of a
director to the Company or its shareholders for monetary damages for gross
negligence or lack of care in carrying out the director's fiduciary duties) if a
director or officer acts in good faith in a manner reasonably believed to be in,
or not opposed to, the best interests of the Company. A director or officer may
be indemnified as to any matter in which he successfully defends himself.

The officers and directors of the Company are accountable to the shareholders of
the Company as fiduciaries, which means such officers and directors are required
to exercise good faith and integrity in handling the Company's affairs.
A shareholder may be able to institute legal action on behalf of himself and all
other similarly situated shareholders to recover damages where the Company has
failed or refused to observe the law. Shareholders may, subject to applicable
rules of civil procedure, be able to bring a class action or derivative suit to
enforce their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered losses in
connection with the purchase or sale of their interest in the Company due to a
breach of a fiduciary duty by an officer or director of the Company in
connection with such sale or purchase including, but not limited to, the
misapplication by any such officer or director of the proceeds from the sale of
any securities, may be able to recover such losses from the Company.

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

The Company has no agreements with any of its directors or executive officers
providing for indemnification of any such persons with respect to liability
arising out of their capacity or status as officers and directors.

At present, there is no pending litigation or proceeding involving a director or
executive officers of the Company as to which indemnification is being sought.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

In the event certain Stock Options issued under the Stock Option Plan are not
registered pursuant to this Registration Statement, the shares of Common Stock
to be issued pursuant to an exercise of such Stock Option shall be issued in
reliance upon the exemption from the registration requirements of the Securities
Act of 1933, as amended, contained in Section 4(2) thereof, covering
transactions not involving any public offering or not involving any "offer" or
"sale".

In such event, each optionee, as a condition of exercise, shall represent,
warrant and agree in a form of written certificate approved by the Company that
(i) all shares of Common Stock are being acquired solely for his own account and
not on behalf of any other person or entity; (ii) no shares of Common Stock will
be sold or otherwise distributed in violation of the Securities Act of 1933, as
amended, or any other applicable federal or state securities laws; (iii) if he
is subject to reporting requirements under Section 16(a) of the Securities
Exchange Act of 1934, as amended, he will (a) furnish the Company with a copy of
each Form 4 filed by him and (b) timely file all reports required under the
federal securities laws; and (iv) he will report all sales of shares of Common
Stock to the Company in writing.

ITEM 8. EXHIBITS

The following documents are filed as exhibits to this Registration Statement:

5.1  Opinion of Diane D. Dalmy, as counsel to the Company, regarding the
     legality of the securities being registered.

23.1 Consent of Diane D. Dalmy, as counsel to the Company, included in the
     Opinion as exhibit 5.1.

23.2 Consent of Dale Matheson Carr-Hilton LaBonte as independent public
     accountants.

99.1 2005 Stock Option Plan.

ITEM 9. UNDERTAKINGS.

The undersigned registrant hereby undertakes to deliver or cause to be delivered
with the prospectus to each employee to whom the prospectus is sent or given a
copy of the registrant's annual report to stockholders for its last fiscal year,
unless such employee otherwise has received a copy of such report, in which case
the registrant shall state in the prospectus that it will promptly furnish,
without charge, a copy of such report on written request of the employee.

The undersigned registrant hereby undertakes to transmit or cause to be
transmitted to all employees participating in the plan who do not otherwise
receive such material as stockholders of the registrant, at the time and in the
manner such material is sent to its stockholders, copies of all reports, proxy
statements and other communications distributed to its stockholders generally.
The undersigned registrant hereby undertakes (i) to file, during any period in
which offers or sales are being made, a post-effective amendment to this
Registration Statement, if applicable, to include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; (ii) that, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and (iii) to remove from registration by
means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vancouver, Province of British Columbia, Canada on
this 9th day of February, 2006.

                              URANIUM ENERGY CORP.

                              By: /s/ AMIR ADNANI
                              ___________________________________
                                      AMIR ADNANI, PRESIDENT
                                      AND CHIEF EXECUTIVE OFFICER

Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following person in the capacity
and on the date indicated.

     SIGNATURE                           TITLE                    DATE

/s/ GRANT ATKINS                TREASURER, CHIEF FINANCIAL    FEBRUARY 9, 2006
_____________________               OFFICER, DIRECTOR
    Grant Atkins

/s/ RANDALL RENEAU             CHIEF EXPLORATION OFFICER,     FEBRUARY 9, 2006
_____________________                   DIRECTOR
    Randall Reneau

/s/ JOHNATHAN LINDSAY                    SECRETARY            FEBRUARY 9, 2006
_____________________
    Johnathan Lindsay

/s/ D. BRUCE HORTON                      DIRECTOR             FEBRUARY 9, 2006
_____________________
    D. Bruce Horton

/s/ STEVE JEWETT                         DIRECTOR             FEBRUARY 9, 2006
_____________________
    Steve Jewett

/s/ ALAN LINDSAY                         DIRECTOR             FEBRUARY 9, 2006
_____________________
    Alan Lindsay