SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

WALL CECIL C

(Last)

(First)

(Middle)

C/O TEXAS RARE EARTH RESOURCES CORP.

304 INVERNESS WAY SOUTH, SUITE 365

(Street)

ENGLEWOOD

80112

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/30/2012

3. Issuer Name and Ticker or Trading Symbol
Texas Rare Earth Resources Corp. [ TRER ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	598,000	D⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	04/01/2011	04/01/2016	Common Stock	90,000	$4.7	D

Explanation of Responses:

1. Cecil C. Wall is the trustee of the Cecil C. Wall Fam Inter Vivos Rev TR, DTD 02/22/90 which directly owns 173,000 shares of The Company's common stock, the trustee of Jane O. Wall Fam Inter Vivos Rev TR, DTD 02/22/90, which directly owns 175,000 shares of common stock, and the manager for C-Wall Investment Company, LLC, which directly owns 250,000 shares of common stock.

2. In relation to checking "Other" in box 4 above, Daniel E. Gorski, Cecil C. Wall, and G.W. McDonald have entered into a Joint Filing Agreement in which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of The Company. They may be deemed to be the collective beneficial owners of 10,198,000 shares of The Company's common stock (27.9%), as set forth in a joint Schedule 13D filed by Messrs. Gorski, Wall and McDonald with the SEC on June 11, 2012.

Remarks:

	/s/ Cecil C. Wall	08/09/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.