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


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

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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

       Date of Report (date of earliest event reported): December 10, 2004

                                    USEC Inc.
             (Exact name of registrant as specified in its charter)


                                     1-14287
                            (Commission file number)


         Delaware                                        52-2107911
 (State of incorporation)                   (I.R.S. Employer Identification No.)


                               2 Democracy Center
                              6903 Rockledge Drive
                               Bethesda, MD 20817
                                 (301) 564-3200



Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

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

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

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

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

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


<PAGE>


Item 1.01 Entry into a Material Definitive Agreement.

On December 10, 2004, USEC Inc. ("USEC") entered into a Memorandum of Agreement
(the "MOA") with the United States Department of Energy ("DOE") regarding the
processing of affected inventory.

The MOA obligates USEC to process a certain amount of out-of-specification
uranium and to make preparations for the shipment of approximately 623 metric
tons of out-of-specification uranium from the Paducah Gaseous Diffusion Plant to
the Portsmouth Gaseous Diffusion Plant. Out of specification means that the
uranium would not meet the industry standard as defined in the American Society
for Testing and Materials specification "Standard Specification for Uranium
Hexaflouride for Enrichment." The MOA obligates DOE to transfer to USEC 900
metric tons of natural uranium hexaflouride; USEC will sell this natural uranium
and use the proceeds from such sales to cover its costs incurred under the MOA.
USEC will not earn a fee for processing the out-of-specification uranium, and
must return to DOE any proceeds from the sale of the transferred natural uranium
that exceed USEC's costs under the MOA.

The MOA also obligates USEC to use as feed material certain uranium that
continues to be out-of-specification after one or two attempts to process the
material, and to provide DOE with an equivalent quantity of natural uranium
hexaflouride in exchange for such out-of-specification uranium. The MOA requires
that USEC use its best efforts to complete its processing obligations and use
this feed material by December 31, 2006. In the event operations or feed
scheduling circumstances preclude use of the feed under that schedule, USEC may
delay the return to DOE of an equivalent quantity of natural uranium by up to
180 days, but no more than 360 days from the date of processing.

The MOA permits USEC to cease performance of its obligations under the MOA, upon
120 days advance written notice, if USEC determines in good faith that the costs
of continued processing will exceed the proceeds from the sale of the uranium
transferred to USEC from DOE.

The MOA contemplates that USEC and DOE will enter into an amendment to the MOA
for continued processing of additional amounts of USEC and DOE
out-of-specification natural uranium.

The foregoing summary of the MOA is qualified in its entirety by reference to
the MOA, a copy of which is filed as Exhibit 10.75.

Item 9.01 Financial Statements and Exhibits.

Exhibit
Number              Description
-------             -----------

10.75               Memorandum of Agreement between USEC Inc. and the United
                    States Department of Energy, dated as of December 10, 2004,
                    for the Continued Operation of the Portsmouth S&T Facilities
                    for the Processing of Affected Inventory in Fiscal Year 2005
                    and Thereafter.




                                       2

<PAGE>




                                    SIGNATURE

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



                              USEC Inc.


December 16, 2004             By /s/  Ellen C. Wolf
                                 ------------------------------------
                                 Name:  Ellen C. Wolf
                                 Title: Senior Vice President and
                                        Chief Financial Officer
                                 (Principal Financial and Accounting Officer)








                                       3

<PAGE>





                                  EXHIBIT INDEX


Exhibit
Number              Description
-------             -----------

10.75               Memorandum of Agreement between USEC Inc. and the United
                    States Department of Energy, dated as of December 10, 2004,
                    for the Continued Operation of the Portsmouth S&T Facilities
                    for the Processing of Affected Inventory in Fiscal Year 2005
                    and Thereafter.








                                       4
[{"type": "8-K", "sequence": "1", "filename": "was5203-1.txt", "description": "FORM 8-K", "secsgml_size_bytes": 5999}]
{"company-data": {"conformed-name": "USEC INC", "cik": "0001065059", "assigned-sic": "1400", "irs-number": "522107911", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14287", "film-number": "041208622"}, "business-address": {"street1": "2 DEMOCRACY CENTER", "street2": "6903 ROCKLEDGE DRIVE", "city": "BETHESDA", "state": "MD", "zip": "20817", "phone": "3015643200"}, "mail-address": {"street1": "2 DEMOCRACY CENTER", "street2": "6903 ROCKLEDGE DRIVE", "city": "BETHESDA", "state": "MD", "zip": "20817"}}
================================================================================

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

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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

       Date of Report (date of earliest event reported): December 10, 2004

                                    USEC Inc.
             (Exact name of registrant as specified in its charter)

                                     1-14287
                            (Commission file number)

         Delaware                                        52-2107911
 (State of incorporation)                   (I.R.S. Employer Identification No.)

                               2 Democracy Center
                              6903 Rockledge Drive
                               Bethesda, MD 20817
                                 (301) 564-3200

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

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

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

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

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

================================================================================
Item 1.01 Entry into a Material Definitive Agreement.

On December 10, 2004, USEC Inc. ("USEC") entered into a Memorandum of Agreement
(the "MOA") with the United States Department of Energy ("DOE") regarding the
processing of affected inventory.

The MOA obligates USEC to process a certain amount of out-of-specification
uranium and to make preparations for the shipment of approximately 623 metric
tons of out-of-specification uranium from the Paducah Gaseous Diffusion Plant to
the Portsmouth Gaseous Diffusion Plant. Out of specification means that the
uranium would not meet the industry standard as defined in the American Society
for Testing and Materials specification "Standard Specification for Uranium
Hexaflouride for Enrichment." The MOA obligates DOE to transfer to USEC 900
metric tons of natural uranium hexaflouride; USEC will sell this natural uranium
and use the proceeds from such sales to cover its costs incurred under the MOA.
USEC will not earn a fee for processing the out-of-specification uranium, and
must return to DOE any proceeds from the sale of the transferred natural uranium
that exceed USEC's costs under the MOA.

The MOA also obligates USEC to use as feed material certain uranium that
continues to be out-of-specification after one or two attempts to process the
material, and to provide DOE with an equivalent quantity of natural uranium
hexaflouride in exchange for such out-of-specification uranium. The MOA requires
that USEC use its best efforts to complete its processing obligations and use
this feed material by December 31, 2006. In the event operations or feed
scheduling circumstances preclude use of the feed under that schedule, USEC may
delay the return to DOE of an equivalent quantity of natural uranium by up to
180 days, but no more than 360 days from the date of processing.

The MOA permits USEC to cease performance of its obligations under the MOA, upon
120 days advance written notice, if USEC determines in good faith that the costs
of continued processing will exceed the proceeds from the sale of the uranium
transferred to USEC from DOE.

The MOA contemplates that USEC and DOE will enter into an amendment to the MOA
for continued processing of additional amounts of USEC and DOE
out-of-specification natural uranium.

The foregoing summary of the MOA is qualified in its entirety by reference to
the MOA, a copy of which is filed as Exhibit 10.75.

Item 9.01 Financial Statements and Exhibits.

Exhibit
Number              Description
-------             -----------

10.75               Memorandum of Agreement between USEC Inc. and the United
                    States Department of Energy, dated as of December 10, 2004,
                    for the Continued Operation of the Portsmouth S&T Facilities
                    for the Processing of Affected Inventory in Fiscal Year 2005
                    and Thereafter.

                                       2
SIGNATURE

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

                              USEC Inc.

December 16, 2004             By /s/  Ellen C. Wolf
                                 ------------------------------------
                                 Name:  Ellen C. Wolf
                                 Title: Senior Vice President and
                                        Chief Financial Officer
                                 (Principal Financial and Accounting Officer)

                                       3
EXHIBIT INDEX

Exhibit
Number              Description
-------             -----------

10.75               Memorandum of Agreement between USEC Inc. and the United
                    States Department of Energy, dated as of December 10, 2004,
                    for the Continued Operation of the Portsmouth S&T Facilities
                    for the Processing of Affected Inventory in Fiscal Year 2005
                    and Thereafter.

                                       4