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: February 1, 2006

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 5.03. AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

Effective February 1, 2006, Uranium Energy Corp., a Nevada corporation (the "Company"), filed an amendment to its articles of incorporation with the Nevada Secretary of State. The amendment revised Section 3 of the articles of incorporation increasing the authorized capital stock from 75,000,000 shares of common stock at $0.01 par value to 750,000,000 shares of common stock par value $0.001.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

3.01 Amendment to the Articles of Incorporation 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:  February 1, 2006                   By:/s/ AMIR ADNANI
                                          -------------------------------------
                                          Amir Adnani
                                          President and Chief Executive Officer


EXHIBIT 3.01

DEAN HELLER
SECRETARY OF STATE
204 NORTH CARSON STREET, SUITE 1
CARSON CITY, NEVADA 89701-4299
(775)684-5708
Website: secreatryofstate.biz

CERTIFICATE OF AMENDMENT
(PURSUANT TO NRS 78.385 AND 78.390)

CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
FOR NEVADA PROFIT CORPORATIONS
(PURSUANT TO NRS 78.385 AND 78.390 - AFTER ISSUANCE OF STOCK)

1. Name of corporation:

Uranium Energy Corp.

2. The articles have been amended as follows (provide article numbers, if available):

The number of shares with par value; 750,000,000 par value $0.001

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is:

4. Effective date of filing (optional):


(must not be later than 90 days after the certificate is filed)

5:  Officer Signature (required): /s/
                                     __________________________________________

*If any proposed amendment would alter or change any preference or any relative
or right given to any class or series of outstanding shares, then the amendment
must be approved by the vote, in addition to the affirmative vote otherwise
required. of the holders of shares representing a majority of the voting power
of each class or series affected by the amendment regardless of limitations or
restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.