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    
|For the fiscal year ended December 31, 2014       
|or                                                
|o                                                  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period from                  to

Commission file number 001-33404

URANIUM RESOURCES, INC.

(Exact name of Registrant as specified in its charter)



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



|                                                       |  |           
|------------------------------------------------------ |  | ----------
|6950 S. Potomac Street, Suite 300
Centennial, Colorado |  | 80112     
|(Address of principal executive offices)               |  | (Zip code)



(303) 531-0470

(Registrants telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

|                                                                 |                                          
|---------------------------------------------------------------- | -----------------------------------------
|Title of Each Class                                              | Name of Each Exchange on Which Registered
|Common Stock, $0.001 par value per share                         | NASDAQ Capital Market                    
|                                                                 |                                          
|Securities registered pursuant to Section 12(g) of the Act: None



Indicate by check mark if the Registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes o  No x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o  No x

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 o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes x  No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 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. o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and a smaller reporting company in Rule 12b-2 of the Exchange Act.

|                          |                     |                                                                      |                            
|------------------------- | ------------------- | -------------------------------------------------------------------- | ---------------------------
|Large accelerated filer o | Accelerated filer o | Non-accelerated filer o(Do not check if a
smaller reporting company) | Smaller reporting company x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No x



The aggregate market value of the Common Stock held by non-affiliates of the Registrant at June 30, 2014, was approximately $45,800,000. Number of shares of Common Stock, $0.001 par value, outstanding as of December 2, 2015 was 51,724,833 shares.



DOCUMENTS INCORPORATED BY REFERENCE

None.







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EXPLANATORY NOTE

This Amendment No. 2 on Form 10-K/A supplements our Annual Report on Form 10-K for the year ended December 31, 2014, which we filed with the Securities and Exchange Commission on March 19, 2015 (the Original 10-K), and which we previously amended on April 30, 2015 (Amendment No. 1). This Amendment No. 2 is being filed for the sole purpose of correcting Exhibit 23.1 to the Original 10-K, which sets forth the consent of our outside auditors to the incorporation by reference into certain of our registration statements of their report dated March 19, 2015 relating to their audit of our consolidated financial statements which appeared in the Original 10-K. The form of Exhibit 23.1 filed with the Original 10-K omitted the date of the report of the outside auditors, which date was included in the original consent received from the outside auditors. Exhibit 23.1 has been corrected to include the date of the report as received from our outside auditors.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), this Form 10-K/A also contains certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Form 10-K/A and this Form 10-K/A does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. This Amendment No. 2 also amends Item 15 to include the additional certifications and updates references to documents incorporated by reference and the number of shares outstanding on the cover page.

Except as described above, no other amendments are being made to our Annual Report on Form 10-K filed on March 19, 2015 by this Amendment No. 2. This Amendment No. 2 does not reflect events occurring after the date of the filing of the Original 10-K, nor does it amend, modify or otherwise update any other information in the Original 10-K or Amendment No. 1 thereto. Accordingly, this Amendment No. 2 should be read in conjunction with the Original 10-K, Amendment No. 1 thereto, and with our other filings with the SEC subsequent to the filing of the Original 10-K.



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PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(3)

Exhibits

|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Exhibit
Number                                                                                                                                                                                                                                                                                               | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2.1                                                                                                                                                                                                                                                                                                          | Asset Exchange Agreement, dated September 5, 2014, among the Company, Uranco, Inc. and Rio Grande Resources Corporation (incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed on September 9, 2014).                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.2                                                                                                                                                                                                                                                                                                          | First Amendment to Asset Exchange Agreement, dated November 5, 2014, among the Company, Uranco, Inc. and Rio Grande Resources Corporation (incorporated by reference to Exhibit 2.1 to the Companys Current Report on Form 8-K filed on November 10, 2014).                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.1                                                                                                                                                                                                                                                                                                          | Restated Certificate of Incorporation of the Company, dated February 15, 2004, as amended by the Certificate of Amendment of Restated Certificate of Incorporation of the Company, dated March 29, 2006, and the Second Certificate of Amendment of Restated Certificate of Incorporation of the Company, dated January 22, 2013 (incorporated by reference to Exhibit 3.1 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013).                  
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3.2                                                                                                                                                                                                                                                                                                          | Amended and Restated Bylaws of the Company effective July 30, 2013 (incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed on August 2, 2013).                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.1                                                                                                                                                                                                                                                                                                          | Stockholders Agreement, dated as of March 1, 2012, by and between Uranium Resources, Inc. and Resource Capital Fund V L.P. (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on March 7, 2012).                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.2                                                                                                                                                                                                                                                                                                          | Registration Rights Agreement, dated as of March 1, 2012, by and among Uranium Resources, Inc. and Resource Capital Fund V L.P. (incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed on March 7, 2012).                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.1*                                                                                                                                                                                                                                                                                                        | Uranium Resources, Inc. 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.35 to the Companys Quarterly Report on Form 10-QSB/A for the quarterly period ended September 30, 2005).                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.2*                                                                                                                                                                                                                                                                                                        | Uranium Resources, Inc. 2007 Restricted Stock Plan (incorporated by reference to Exhibit 10.44 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007).                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.3*                                                                                                                                                                                                                                                                                                        | Amended and Restated 2004 Directors Stock Option Plan dated April 10, 2007 (incorporated by reference to Exhibit 10.43 to the Companys Post- Effective Amendment No. 1 to Registration Statement on Form S-3 filed April 11, 2007, SEC File No. 333-133960)                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.4*                                                                                                                                                                                                                                                                                                        | Amended and Restated 2004 Directors Stock Option and Restricted Stock Plan dated April 1, 2010 (incorporated by reference to Exhibit 10.43.1 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010).                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.5*                                                                                                                                                                                                                                                                                                        | Uranium Resources, Inc. 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on June 7, 2013).                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.6*                                                                                                                                                                                                                                                                                                        | Form of Restricted Stock Agreement under the Companys 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on June 7, 2013).                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.7*                                                                                                                                                                                                                                                                                                        | Form of Non-Qualified Stock Option Agreement under the Companys 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed on June 7, 2013).                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.8*                                                                                                                                                                                                                                                                                                        | Form of Restricted Stock Unit Agreement under the Companys 2013 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form 8-K filed on June 7, 2013).                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.9*                                                                                                                                                                                                                                                                                                        | Employment Agreement, dated March 12, 2013, between the Company and Christopher M. Jones (incorporated by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013).                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.10*                                                                                                                                                                                                                                                                                                       | Employment Agreement, effective June 14, 2013, between the Company and Jeffrey L. Vigil (incorporated by reference to Exhibit 10.5 to the Companys Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013).                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.11                                                                                                                                                                                                                                                                                                        | Loan Agreement, dated November 13, 2013, among the Company, those subsidiaries of the Company from time to time party thereto, and Resource Capital Fund V L.P. (incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed on November 19, 2013).                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.12                                                                                                                                                                                                                                                                                                        | Amendment No. 1 to Loan Agreement, dated April 29, 2014, among the Company, those subsidiaries of the Company from time to time party hereto, and Resource Capital Fund V L.P. (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on April 30, 2014.)                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.13                                                                                                                                                                                                                                                                                                       | Amendment No. 2 to Loan Agreement, dated November 5, 2014, among the Company, those subsidiaries of the Company from time to time party hereto, and Resource Capital Fund V L.P.                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.14                                                                                                                                                                                                                                                                                                        | Agreement for the Sale of Uranium Concentrates between UG U.S.A., Inc. and Uranium Resources, Inc. dated March 31, 2006 (incorporated by reference to Exhibit 10.38 to the Companys Annual Report on Form 10- KSB for the fiscal year ended December 31, 2005).                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10.15                                                                                                                                                                                                                                                                                                        | Uranium Supply Contract, effective July 11, 2013, between URI, Inc. and ITOCHU International Inc. (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on July 18, 2013).                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|21.1                                                                                                                                                                                                                                                                                                        | Subsidiaries of the Registrant.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|23.1**                                                                                                                                                                                                                                                                                                       | Consent of Independent Registered Public Accounting Firm.                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|31.1**                                                                                                                                                                                                                                                                                                       | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|31.2**                                                                                                                                                                                                                                                                                                       | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|32.1                                                                                                                                                                                                                                                                                                        | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.1 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2014).                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|32.2                                                                                                                                                                                                                                                                                                        | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.2 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2014).                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|101                                                                                                                                                                                                                                                                                                         | The following financial information from the annual report on Form 10-K of Uranium Resources, Inc. for the year ended December 31, 2014, formatted in XBRL (extensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations, (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Cash Flows, (iv) Condensed Consolidated Statements of Changes in Equity, and (v) Notes to the Condensed Consolidated Financial Statements.
|                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|*
Indicates management contract or compensatory plan or arrangement.
**
Filed herewith.

Indicates documents previously filed or furnished with our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, originally filed with the SEC on March 19, 2015, which is being amended hereby.







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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: December 4, 2015

| |                         |                                                                                    
| | ----------------------- | -----------------------------------------------------------------------------------
| | URANIUM RESOURCES, INC.
| |                         |                                                                                    
| | By:                     | /s/ Christopher M. Jones
Christopher M. Jones,President and Chief Executive Officer