Registration No. 333-
 

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549                  

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                           INTERNATIONAL ISOTOPES INC.
             ------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


                        Texas                        74-2763837
           -------------------------------       -------------------
           (State or Other Jurisdiction of        (I.R.S. Employer
            Incorporation or Organization)       Identification No.)


                           Steve T. Laflin, President
                 4137 Commerce Circle, Idaho Falls, Idaho 83401
                                 (208) 524-5300
          -------------------------------------------------------------
          (Address and Telephone Number of Principal Executive Offices,
                               Including Zip Code)


                           International Isotopes Inc.
                          Employee Stock Purchase Plan
                          ----------------------------
                            (Full Title of the Plan)


                                  Curtis Ashmos
                           3400 JP Morgan Chase Tower
                                   600 Travis
                            Houston, Texas 77002-3095
                                 (713) 226-1200
 -------------------------------------------------------------------------------
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)



                              CALCULATION OF REGISTRATION FEE
 -----------------------------------------------------------------------------------------
                                        Proposed Maximum   Proposed Maximum    Amount of
 Title of Securities    Amount to be     Offering Price       Aggregate       Registration
  to be Registered     Registered (1)     Per Share (2)   Offering Price (2)    Fee (2)
 -------------------  ----------------  ----------------  ------------------  ------------
                                                                           
 Common Stock, $.01   2,000,000 shares       $0.11             $220,000          $25.89 
 -------------------  ----------------  ----------------  ------------------  ------------


 (1)   Together with an indeterminate  number of additional  shares which may be
       necessary to adjust the number of shares  reserved for issuance  pursuant
       to such plan as the result of any future stock split, dividend or similar
       adjustment of the Company's outstanding common stock.

 (2)   Estimated  in  accordance  with Rule 457(h) under the  Securities  Act of
       1933,  as amended,  (the "Act")  solely for purposes of  calculating  the
       registration  fee,  based on the closing sales price  reported on the OTC
       Bulletin Board on December 15, 2004.




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The  documents  set forth below are  incorporated  by reference in this
Registration  Statement.  All  documents  subsequently  filed  by  International
Isotopes Inc. (the "Company") pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be  incorporated by reference in this  Registration  Statement and to be part
hereof from the date of filing of such documents.

         (1)    The  Company's  Annual Report on Form 10-KSB for the fiscal year
                ended December 31, 2003.

         (2)    All other  reports  filed  pursuant to Section 13(a) or 15(d) of
                the Exchange Act since the end of the fiscal year covered by the
                Annual Report on Form 10-KSB described in (1) above.

         (3)    The  description  of the Common  Stock that is  contained in the
                Company's  Registration  Statement  on Form 8-A dated  August 1,
                1997,  filed pursuant to Section 12 of the Exchange Act, and all
                amendments  thereto  and  reports  which have been filed for the
                purpose of updating such description.


Item 4.  Description of Securities.

         Not Applicable.


Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.


Item 6.  Indemnification of Directors and Officers.

         As  permitted  by the Texas  Business  Corporation  Act  ("TBCA"),  the
Company's  Restated  Articles of  Incorporation  provide  that the Company  will
indemnify its officers,  directors,  employees and agents to the fullest  extent
permitted  by the TBCA  against  actions  that may  arise  against  them in such
capacities,  and to  advance  expenses  in  connection  with any  such  actions.
Registrant's  Restated Articles of Incorporation  provides that directors of the
Company will not be  personally  liable to Registrant  or its  stockholders  for
monetary damages for any act or omission in his capacity as a director except as
authorized  under the TBCA. The TBCA provides that a corporation may indemnify a
person  who  was,  is,  or is  threatened  to be  made a  named  defendant  in a
proceeding  because  such  person is or was a director  if it is  determined  in
accordance with the provisions of the TBCA that the person (i) conducted himself
in good faith, (ii) reasonably believed,  in the case of conduct in his official
capacity as director,  that his conduct was in the corporation's  best interests
or,  in  other  cases,  that  his  conduct  at  least  was  not  opposed  to the
corporation's interests and (iii) in the case of any criminal proceeding, had no
reasonable  cause to believe  his conduct was  unlawful.  A director  may not be
indemnified  with respect to a proceeding in which the person is found liable on
the basis that personal  benefit was improperly  received by him, whether or not
the benefit resulted from an action taken in the person's official capacity,  or
in which the person is found liable to the corporation.  Officers, employees and
agents of a corporation  are entitled to be indemnified by the  corporation  as,
and to the same extent provided for, directors of the corporation.


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         Registrant carries directors' and officers' liability insurance with an
aggregate policy limit of $2,000,000.


Item 7.  Exemption from Registration Claimed.

         Not Applicable.


Item 8.  Exhibits.

         3.1    Restated Articles of Incorporation of the Company  (incorporated
                by  reference  to  Exhibit  3.1  to  the  Company'  Registration
                Statement on Form SB-2 (Registration No. 333-26269)).

         3.2    Articles  of  Amendment  to Restated  Articles of  Incorporation
                (incorporated  by  reference  to  Exhibit  3.2 to the  Company's
                Registration Statement on Form S-8 (Registration No. 333-108776)

         3.3    Bylaws of the Company  (incorporated by reference to Exhibit 3.2
                to  the   Company's   Registration   Statement   on  Form   SB-2
                (Registration No. 333-26269)).

         4.1    Specimen Common Stock Certificate  (incorporated by reference to
                Exhibit 4.1 to the Company's Registration Statement on Form SB-2
                (Registration No. 333-26269)).

         5.1    Opinion of Locke Liddell & Sapp LLP.

         23.1   Consent of Hansen, Barnett & Maxwell.

         23.2   Consent of Locke Liddell & Sapp LLP (included in Exhibit 5.1).

         24     Power of Attorney (included as part of Signature page).

         99.1   International Isotopes Inc. Employee Stock Purchase Plan.



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Item 9.  Undertakings.

         The Company herein undertakes:

         (1)    To file,  during any  period in which  offers or sales are being
                made, a post-effective amendment to this Registration Statement:

                (i)    To include any prospectus required by Section 10(a)(3) of
                       the Securities Act;

                (ii)   To reflect in the  prospectus any facts or events arising
                       after the effective date of this  Registration  Statement
                       (or the most  recent  post-effective  amendment  thereof)
                       which,  individually  or in the  aggregate,  represent  a
                       fundamental  change in the  information set forth in this
                       Registration Statement;

                (iii)  To include any material  information  with respect to the
                       plan of  distribution  not  previously  disclosed in this
                       Registration  Statement  or any  material  change to such
                       information in the Registration Statement;

                Provided,  however, that paragraphs (1) (i) and (1)(ii) above do
                not  apply  if the  information  required  to be  included  in a
                post-effective  amendment  by those  paragraphs  is contained in
                periodic  reports filed with or furnished to the  Securities and
                Exchange  Commission  by the  Company  pursuant to Section 13 or
                Section  15(d) of the  Exchange  Act that  are  incorporated  by
                reference in this Registration Statement.

         (2)    That,  for the purpose of  determining  any liability  under the
                Securities  Act,  each such  post-effective  amendment  shall be
                deemed  to be a  new  registration  statement  relating  to  the
                securities offered therein,  and the offering of such securities
                at that  time  shall  be  deemed  to be the  initial  bona  fide
                offering thereof.

         (3)    To  remove  from  registration  by  means  of  a  post-effective
                amendment any of the securities  being  registered  which remain
                unsold at the termination of the offering.

         (4)    That,  for  purposes  of  determining  any  liability  under the
                Securities  Act,  each  filing of the  Company's  annual  report
                pursuant to Section  13(a) or Section  15(d) of the Exchange Act
                that is incorporated by reference in this Registration Statement
                shall be deemed to be a new registration  statement  relating to
                the  securities  offered  therein,  and  the  offering  of  such
                securities  at that time shall be deemed to be the initial  bona
                fide offering thereof.

         (5)    Insofar as  indemnification  for  liabilities  arising under the
                Securities  Act may be  permitted  to  directors,  officers  and
                controlling  persons of the Company  pursuant  to the  foregoing
                provisions,  or otherwise,  the Company has been advised that in
                the  opinion of the  Securities  and  Exchange  Commission  such
                indemnification  is against  public  policy as  expressed in the
                Securities Act and is,  therefore,  unenforceable.  In the event
                that a claim for indemnification against such liabilities (other
                than the payment by the Company of expenses  incurred or paid by
                a director,  officer or controlling person of the Company in the
                successful  defense  of  any  action,  suit  or  proceeding)  is
                asserted  by such  director,  officer or  controlling  person in
                connection  with the securities  being  registered,  the Company
                will,  unless in the  opinion of its counsel the matter has been
                settled  by  controlling   precedent,   submit  to  a  court  of
                appropriate    jurisdiction    the    question    whether   such
                indemnification  by it is against  public policy as expressed in
                the   Securities   Act  and  will  be   governed  by  the  final
                adjudication of such issue.



                                       4


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company  certifies that it has  reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of Idaho  Falls,  State of Idaho on December  15,
2004.

                                       INTERNATIONAL ISOTOPES INC.

                                       By: /S/ Steve T. Laflin
                                           -------------------------------------
                                           Steve T. Laflin
                                           President and Chief Executive Officer


         Each person  whose  signature  appears  below  hereby  constitutes  and
appoints  Steve T. Laflin and Dr. Ralph M.  Richart,  each of them or any one of
them,  as his true and lawful  attorneys-in-fact  and agents  with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits  thereto,  and all other  documents in connection  therewith,  with the
Securities and Exchange Commission and any state or other securities  authority,
granting unto said attorneys-in-fact and agents and each of them or any of them,
full power and authority to do and perform each and every act in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or his or
their  substitute or  substitutes  may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

 Signature                     Title                          Date
 ---------------------------   ----------------------------   -----------------

 /S/ Dr. Ralph M. Richart      Chairman of the Board          December 15, 2004
 ---------------------------   of Directors
 Dr. Ralph M. Richart

                               President, Chief Executive 
                               Officer, Chief Financial 
                               Officer, Director (Principal
                               Executive Officer and 
 /S/ Steve T. Laflin           Principal Financial and 
 ---------------------------   Accounting Officer)            December 15, 2004
 Steve T. Laflin

 /S/ Christopher Grosso        Director                       December 15, 2004
 ---------------------------
 Christopher Grosso




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