EXHIBIT 3.2


                          ARTICLES OF AMENDMENT TO THE
                       RESTATED ARTICLES OF INCORPORATION
                         OF INTERNATIONAL ISOTOPES INC.



         The  undersigned  corporation  hereby adopts the following  Articles of
Amendment to its Restated  Articles of Incorporation  pursuant to the provisions
of Article 4.04 of the Texas Business Corporation Act:

         FIRST: The name of the corporation is International  Isotopes Inc. (the
"Corporation").

         SECOND: A new Article XIII to the  Corporation's  Restated  Articles of
Incorporation is hereby added to read in its entirety as follows:

                                  "ARTICLE XIII

         Any action  required by the Texas Business  Corporation Act to be taken
at any annual or special  meeting of  shareholders,  or any action  which may be
taken at any annual or special meeting of  shareholders,  may be taken without a
meeting,  without prior notice,  and without a vote, if a consent or consents in
writing,  setting  for the  actions  so taken,  shall be signed by the holder or
holders  of shares of the  Corporation  having  not less than a minimum of votes
that would be necessary to take such action at a meeting at which the holders of
all shares of the  Corporation  entitled to vote on the action were  present and
voted."

         THIRD: The foregoing  amendment to the Corporation's  Restated Articles
of  Incorporation  was duly  adopted by the  Corporation's  shareholders  at its
annual meeting on April 29, 2003.

         FOURTH:  The number of shares of the Corporation  outstanding as of the
time of the  adoption  of the  foregoing  amendment  and  entitled  to vote  was
95,581,135 shares of Common Stock.

         FIFTH:  The foregoing  amendment was adopted by the vote of the holders
of 72,879,765  shares of the  Corporation's  outstanding  Common  Stock.  47,206
shares were voted against the foregoing amendment and 4,100 shares abstained.

         SIXTH: This amendment does not involve any exchange or reclassification
or  cancellation  of issued shares and does not effect a change in the amount of
stated capital of the Corporation.

         IN WITNESS WHEREOF,  the undersigned has executed this document on July
28th, 2003.

                                          International Isotopes Inc.

                                             By:  Steve T. Laflin
                                                  -----------------
                                           Name:  Steve T. Laflin
                                          Title:  President and CEO