U.S. 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: December 20, 2005


                              URANIUM ENERGY CORP.
        _________________________________________________________________
        (Exact Name of Small Business Issuer as Specified in its Charter)


                                     NEVADA
              _____________________________________________________
              (State or other Jurisdiction as Specified in Charter)


       333-127185                                        98-0399476
________________________                    ____________________________________
(Commission file number)                    (I.R.S. Employer Identification No.)


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


                                  512.721.1022
                           ___________________________
                           (Issuer's telephone number)

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 MATERAL DEFINITIVE AGREEMENT.

Stock Option Plan

         On December 19, 2005, the Board of Directors of Uranium Energy Corp., a
Nevada corporation (the "Company"),  authorized and approved the adoption of the
2005 stock option plan effective December 19, 2005 (the "Stock Option Plan").

         The  purpose  of the Stock  Option  Plan is to  enhance  the  long-term
stockholder  value  of the  Company  by  offering  opportunities  to  directors,
officers,  employees  and  eligible  consultants  of the  Company to acquire and
maintain  stock  ownership  in the  Company in order to give these  persons  the
opportunity to participate in the Company's growth and success, and to encourage
them to remain in the service of the Company.

         The Stock Option Plan is to be  administered  by the Board of Directors
of the Company or a committee appointed by and consisting of two or more members
of the Board of Directors,  which shall  determine (i) the persons to be granted
Stock Options under the Stock Option Plan;  (ii) the number of shares subject to
each option,  the exercise  price of each Stock  Option;  and (iii)  whether the
Stock Option shall be  exercisable  at any time during the option  period of ten
(10) years or whether the Stock Option shall be exercisable in  installments  or
by vesting only.  The Stock Option Plan provides  authorization  to the Board of
Directors to grant Stock  Options to purchase a total number of shares of Common
Stock of the Company,  not to exceed 3,500,000 shares as at the date of adoption
by the Board of Directors  of the Stock Option Plan.  At the time a Stock Option
is granted  under the Stock  Option Plan,  the Board of Directors  shall fix and
determine the exercise  price at which shares of Common Stock of the Company may
be acquired.

         In the  event  an  optionee  ceases  to be  employed  by or to  provide
services to the Company for reasons other than cause, retirement,  disability or
death,  any Stock Option that is vested and held by such optionee  generally may
be  exercisable  within up to ninety (90) calendar days after the effective date
that his position  ceases,  and after such 90-day period any  unexercised  Stock
Option  shall  expire.  In the event an optionee  ceases to be employed by or to
provide services to the Company for reasons of retirement,  disability or death,
any Stock  Option  that is vested  and held by such  optionee  generally  may be
exercisable  within up to one-year  after the  effective  date that his position
ceases,  and after such  one-year  period any  unexercised  Stock  Option  shall
expire.

         No  Stock  Options   granted  under  the  Stock  Option  Plan  will  be
transferable by the optionee,  and each Stock Option will be exercisable  during
the lifetime of the optionee  subject to the option  period of ten (10) years or
limitations described above. Any Stock Option held by an optionee at the time of
his death may be  exercised  by his  estate  within one (1) year of his death or
such longer period as the Board of Directors may determine.

         The  exercise  price of a Stock  Option  granted  pursuant to the Stock
Option Plan shall be paid in full to the  Company by  delivery of  consideration
equal to the product of the Stock Option in accordance with the  requirements of
the Nevada Revised  Statutes.  Any Stock Option  settlement,  including  payment
deferrals  or  payments  deemed  made  by  way  of  settlement  of  pre-existing
indebtedness  from the Company may be subject to such  conditions,  restrictions
and contingencies as may be determined.





         INCENTIVE STOCK OPTIONS

         The Stock Option Plan further provides that,  subject to the provisions
of the Stock Option Plan and prior shareholder approval,  the Board of Directors
may grant to any key  individuals  who are employees of the Company  eligible to
receive  options one or more  incentive  stock options to purchase the number of
shares of common stock allotted by the Board of Directors (the "Incentive  Stock
Options").  The  option  price per share of common  stock  deliverable  upon the
exercise of an Incentive  Stock Option shall be at least 100% of the fair market
value of the common shares of the Company, and in the case of an Incentive Stock
Option  granted  to an  optionee  who owns more  than 10% of the total  combined
voting power of all classes of the stock of the Company,  shall not be less than
100% of the fair market value of the common  shares of the  Company.  The option
term of each  Incentive  Stock  Option  shall  be  determined  by the  Board  of
Directors, which shall not commence sooner than from the date of grant and shall
terminate  no later than ten (10) years from the date of grant of the  Incentive
Stock Option, subject to possible early termination as described above.

         On December 20, 2005,  the Board of Directors  authorized  and approved
the grant of an aggregate 3,150,000 Stock Options to key consultants,  directors
and officers under the Stock Option Plan. The following table  represents  those
Stock Options granted to executive officers and directors of the Company:

                Options/SAR Grants Table

_________________________________________________________
                   Number of
                   Securities
                   Underlying     Exercise      Date of
       Name         Options        Price       Expiration
_________________________________________________________

Alan Lindsay          400,000      $0.50        12/20/15
John Lindsay          200,000       0.50        12/20/15
Amir Adnani           135,000       0.50        12/20/15
Randall Reneau        135,000       0.50        12/20/15
Bruce Horton           50,000       0.50        12/20/15
Steve Jewett           50,000       0.50        12/20/15
Grant Atkins          250,000       0.50        12/20/15

Total               1,220,000

         The Financial  Accounting  Standards Board recently published Statement
of Financial  Accounting  Standards No. 123 (Revised 2004),  Share-Based Payment
("SFAS  123R").  SFAS 123R,  which is effective  from the first fiscal year that
begins  after  June 15,  2005,  requires  that  compensation  costs  related  to
share-based payment transactions,  including stock options, be recognized in the
financial statements.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

     10.01 2005 Stock Option Plan of Uranium Energy Corp.





                                   SIGNATURES


         In accordance with 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.


                                           URANIUM ENERGY CORP.


Date:  December 20, 2005                   By: /s/ AMIR ADNANI
                                           _____________________________________
                                           Amir Adnani
                                           President and Chief Executive Officer