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): April 24, 2001
                                                  --------------



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



       Delaware                    001-14287                  52-2107911
-----------------------         ---------------          -------------------
    (State or other              (Commission              (IRS Employer
    jurisdiction of               File Number)            Identification No.)
    incorporation)

2 Democracy Center
6903 Rockledge Dr.
Bethesda, MD                                                         20817
-----------------------------------------------------------------------------
(Address of principal executive offices)                           (Zip Code)


Registrant's telephone number including area code: (301) 564-3200
                                                   --------------


                                Not Applicable
-----------------------------------------------------------------------------
        (Former name or former address, if changed since last report)


<PAGE>



Item 5.  Other Events.
         ------------

          On April 24, 2001, the Board of Directors of USEC Inc., a Delaware
corporation, declared a dividend distribution of one Right for each
outstanding share of Company Common Stock to stockholders of record at the
close of business on May 9, 2001. Each Right entitles the holder to acquire
securities from USEC under certain circumstances. A description and the terms
of the Rights are set forth in the Company's Registration Statement on Form
8-A filed with the SEC today. The Rights Agreement, dated as of April 24,
2001, between the Company and Fleet National Bank, as Rights Agent, is filed
as Exhibit 1 to the Form 8-A.

Item 7.  Financial Statements and Exhibits.
         ---------------------------------

(c) Exhibits.

Exhibit No.       Exhibit
-----------       --------

       4          Rights Agreement, dated as of April 24, 2001 between USEC
                  Inc. and Fleet National Bank, as Rights Agent, which
                  includes as Exhibit B thereto, the Form of Rights
                  Certificates (incorporated by reference to Exhibit 1 to
                  the Company's Registration Statement on Form 8-A filed
                  April 24, 2001).


<PAGE>


                                  SIGNATURES


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

                                       USEC Inc.


                                       By:   /s/ Henry Z Shelton, Jr.
                                          --------------------------------
                                          Name:  Henry Z Shelton, Jr.
                                          Title: Senior Vice President and
                                                 Chief Financial Officer


Date: April 24, 2001


<PAGE>


                             INDEX TO EXHIBITS

Exhibit No.     Exhibit                                                  Page
-----------     --------                                                 ----

     4          Rights Agreement, dated as of April 24, 2001,
                between USEC Inc. and Fleet National Bank, as
                Rights Agent, which includes as Exhibit B thereto,
                the Form of Rights Certificates (incorporated by
                reference to Exhibit 1 to the Company's Registration
                Statement on Form 8-A filed April 24, 2001).
[{"type": "8-K", "sequence": "1", "filename": "s340880.txt", "description": "8-K", "secsgml_size_bytes": 4073}]
{"company-data": {"conformed-name": "USEC INC", "cik": "0001065059", "assigned-sic": "1400", "irs-number": "522107911", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14287", "film-number": "1609826"}, "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"}}
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): April 24, 2001
                                                  --------------

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

       Delaware                    001-14287                  52-2107911
-----------------------         ---------------          -------------------
    (State or other              (Commission              (IRS Employer
    jurisdiction of               File Number)            Identification No.)
    incorporation)

2 Democracy Center
6903 Rockledge Dr.
Bethesda, MD                                                         20817
-----------------------------------------------------------------------------
(Address of principal executive offices)                           (Zip Code)

Registrant's telephone number including area code: (301) 564-3200
                                                   --------------

                                Not Applicable
-----------------------------------------------------------------------------
        (Former name or former address, if changed since last report)
Item 5.  Other Events.
         ------------

          On April 24, 2001, the Board of Directors of USEC Inc., a Delaware
corporation, declared a dividend distribution of one Right for each
outstanding share of Company Common Stock to stockholders of record at the
close of business on May 9, 2001. Each Right entitles the holder to acquire
securities from USEC under certain circumstances. A description and the terms
of the Rights are set forth in the Company's Registration Statement on Form
8-A filed with the SEC today. The Rights Agreement, dated as of April 24,
2001, between the Company and Fleet National Bank, as Rights Agent, is filed
as Exhibit 1 to the Form 8-A.

Item 7.  Financial Statements and Exhibits.
         ---------------------------------

(c) Exhibits.

Exhibit No.       Exhibit
-----------       --------

       4          Rights Agreement, dated as of April 24, 2001 between USEC
                  Inc. and Fleet National Bank, as Rights Agent, which
                  includes as Exhibit B thereto, the Form of Rights
                  Certificates (incorporated by reference to Exhibit 1 to
                  the Company's Registration Statement on Form 8-A filed
                  April 24, 2001).
SIGNATURES

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

                                       USEC Inc.

                                       By:   /s/ Henry Z Shelton, Jr.
                                          --------------------------------
                                          Name:  Henry Z Shelton, Jr.
                                          Title: Senior Vice President and
                                                 Chief Financial Officer

Date: April 24, 2001
INDEX TO EXHIBITS

Exhibit No.     Exhibit                                                  Page
-----------     --------                                                 ----

     4          Rights Agreement, dated as of April 24, 2001,
                between USEC Inc. and Fleet National Bank, as
                Rights Agent, which includes as Exhibit B thereto,
                the Form of Rights Certificates (incorporated by
                reference to Exhibit 1 to the Company's Registration
                Statement on Form 8-A filed April 24, 2001).