FORM 10-QSB

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

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         For the quarterly period ended
                                 March 31, 2005

       [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                             Commission file number:
                                     0-22923

                           INTERNATIONAL ISOTOPES INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                      Texas
         --------------------------------------------------------------  
         (State or other jurisdiction of incorporation or organization)

                                   74-2763837
                      ------------------------------------
                      (IRS Employer Identification Number)

                              4137 Commerce Circle
                             Idaho Falls, ID. 83401
                    ----------------------------------------
                    (Address of principal executive offices)

                                  208-524-5300
                           ---------------------------
                           (Issuer's telephone number)



Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15 (d) of the  Exchange  Act during the  preceding  12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. YES [X]  NO 

As of April 15,  2005 the  number of shares  of Common  Stock,  $.01 par  value,
outstanding was 183,567,347.





INTERNATIONAL ISOTOPES INC.


TABLE OF CONTENTS

                                                                       Page No.
PART I  - FINANCIAL INFORMATION:


     Item 1 - Financial Statements:

              Unaudited Condensed Consolidated Balance Sheets 
              at March 31, 2005 and December 31, 2004                      3

              Unaudited Condensed Consolidated Statements 
              of Operations for the Three Months Ended 
              March 31, 2005 and 2004                                      4

              Unaudited Condensed Consolidated Statements 
              of Cash Flows for the Three Months Ended 
              March 31, 2005 and 2004                                      5

              Notes to Unaudited Condensed Consolidated 
              Financial Statements                                         6

     Item 2 - Management's Discussion and Analysis of Financial   
              Condition and Results of Operations                         10

     Item 3 - Controls and Procedures                                     12

PART II - OTHER INFORMATION:

     Item 6 - Exhibits                                                    13

SIGNATURES                                                                13

CERTIFICATIONS                                                            14



                                       2


Part I.  Financial Statements
    Item 1.  Financial Statements


                  INTERNATIONAL ISOTOPES INC. AND SUBSIDIARIES
                 Unaudited Condensed Consolidated Balance Sheets

                                                                                             
                                                                     March 31,     December 31,                           
                       Assets                                          2005            2004
 -----------------------------------------------------             ------------    ------------
                                                                              
Current assets:
    Cash and cash equivalents                                      $    697,380    $    150,051
    Accounts receivable                                                 452,554         432,750
    Inventories                                                       2,152,159       2,237,421
    Prepaids and other current assets                                   218,827          91,520
                                                                   ------------    ------------
       Total current assets                                           3,520,920       2,911,742

Long-term assets
    Restricted certificate of deposit                                   175,486         152,728
    Property, plant and equipment, net                                1,207,509       1,123,226
    Capitalized lease disposal costs, net of accumulated
       amortization of $50,686 and $47,472 respectively                 124,059         101,860
    Patents, net of accumulated amortization                            106,043          98,433
                                                                   ------------    ------------
       Total long-term assets                                         1,613,097       1,476,247

                                                                   ------------    ------------
       Total assets                                                $  5,134,017    $  4,387,989
                                                                   ============    ============


         Liabilities and Stockholders' Equity
 -----------------------------------------------------
Current liabilities
    Accounts payable                                               $    226,104    $    328,589
    Accrued liabilities                                                 306,129         226,338
    Current installments of mortgage and notes payable                1,517,349       1,520,570
                                                                   ------------    ------------
       Total current liabilites                                       2,049,582       2,075,497
Long-term liabilities
    Obligation for lease disposal costs                                 174,745         149,332
    Mortgage and notes payable, excluding current installments          758,775         761,775
    Mandatorily redeemable preferred stock, $0.01
       par value; 850 shares outstanding                                850,000         850,000
                                                                   ------------    ------------
       Total long-term liabilities                                    1,783,520       1,761,107
                                                                   ------------    ------------

       Total liabilities                                              3,833,102       3,836,604

Stockholders' equity
    Common stock, $0.01 par value; 250,000,000 shares
       authorized; 183,567,347 and 159,077,940 shares
       issued and outstanding, respectively                           1,835,673       1,590,779
    Additional paid-in capital                                       88,507,799      87,773,992
    Retained deficit                                                (89,042,557)    (88,813,386)
                                                                   ------------    ------------
       Total stockholders' equity                                     1,300,915         551,385
                                                                   ------------    ------------

       Total liabilities and stockholders' equity                  $  5,134,017    $  4,387,989
                                                                   ============    ============



     See accompanying notes to condensed consolidated financial statements.


                                
                                       3


                  INTERNATIONAL ISOTOPES INC. AND SUBSIDIARIES
            Unaudited Condensed Consolidated Statements of Operations

                                                                

                                                  Three Months ended March 31,
                                                     2005             2004
                                                 -------------    -------------
Sale of product                                  $     685,567    $     743,325
Cost of product                                        352,747          442,955
                                                 -------------    -------------
     Gross profit                                      332,820          300,370
                                                 -------------    -------------

 Operating costs and expenses:
   Salaries and contract labor                         219,611          156,734
   General, administrative and consulting              292,740          262,743
   Research and development                             12,194           13,567
                                                 -------------    -------------
     Total operating expenses                          524,545          433,044
                                                 -------------    -------------

     Operating loss                                   (191,725)        (132,674)
                                                 -------------    -------------

Other income (expense)
   Other income                                            574            8,699
   Interest income                                         486              750
   Interest expense                                    (38,506)         (38,262)
                                                 -------------    -------------
     Total other expense                               (37,446)         (28,813)
                                                 -------------    -------------
     Net loss                                    $    (229,171)   $    (161,487)
                                                 -------------    -------------


Net loss per common share - basic and diluted    $       (0.00)   $       (0.00)
                                                 =============    =============

Weighted average common shares outstanding -
   basic and diluted                               175,071,305      140,061,587
                                                 =============    =============


     See accompanying notes to condensed consolidated financial statements.

                             


                                       4



                  INTERNATIONAL ISOTOPES INC. AND SUBSIDIARIES
            Unaudited Condensed Consolidated Statements of Cash Flows

                                                                             Three Months ended March 31,
                                                                             ----------------------------
                                                                                2005             2004
                                                                             -----------      -----------
                                                                                         
Cash flows from operating activities:
     Net loss                                                                $  (229,171)     $  (161,487)
     Adjustments to reconcile net loss to net cash provided by
     (used in) operating activities
         Depreciation and amortization                                            54,091           39,356
         Loss on disposal of property, plant and equipment                          --                186
         Changes in operating assets and liabilities:
                Restricted certificate of deposit                                (22,758)            (582)
                Accounts receivable                                              (19,805)         (34,509)
                Prepaids and other current assets                               (127,307)          16,600
                Inventories                                                       85,262           95,855
                Accounts payable and accrued liabilities                         (22,694)          60,636
                                                                             -----------      -----------
                     Net cash provided by (used in) operating activities        (282,382)          16,055
                                                                             -----------      -----------

Cash flows from investing activities:
     Purchase of patents                                                         (10,287)        (105,000)
     Purchase of property, plant and equipment                                  (132,482)        (156,228)
                                                                             -----------      -----------
                    Net cash used in investing activites                        (142,769)        (261,228)
                                                                             -----------      -----------

Cash flows from financing activities:
     Proceeds from exercise of warrants                                          979,894           92,689
     Redemption of Warrants                                                       (1,193)            --
     Proceeds from issuance of debt                                                 --            603,950
     Principal payments on notes payable                                          (6,221)          (4,880)
                                                                             -----------      -----------
                    Net cash provided by financing activities                    972,480          691,759
                                                                             -----------      -----------

Net increase in cash and cash equivalents                                        547,329          446,586
Cash and cash equivalents at beginning of period                                 150,051          160,216
                                                                             -----------      -----------
Cash and cash equivalents at end of period                                   $   697,380      $   606,802
                                                                             ===========      ===========

Supplemental disclosure of cash flow activities:
     Cash paid for interest                                                  $    35,135      $    16,011
                                                                             ===========      ===========

Supplemental disclosure of noncash transactions:
     Note payable converted from interest payable                            $      --        $    46,050
                                                                             ===========      ===========



     See accompanying notes to condensed consolidated financial statements.



                                       5


                   INTERNATIONAL ISOTOPES INC. AND SUBSIDIARY
         Notes to Unaudited Condensed Consolidated Financial Statements


(1)  The Company and Basis of Presentation

International  Isotopes Inc (the Company) was  incorporated in Texas in November
1995. The Company owns 100% of the  outstanding  common shares of  International
Isotopes Idaho, Inc.

Nature of Operations - The  Company's  business  consists of five major business
segments which include:  Nuclear Medicine  Reference and Calibration  Standards,
Cobalt Products,  Radiochemical Products,  Fluorine Extraction Process Products,
and Radiological Processing Services.

With the exception of certain unique  products,  the Company's  normal operating
cycle is  considered  to be one year.  Due to the time  required to produce some
cobalt products,  the Company's operating cycle for those products is considered
to be three years. All assets expected to be realized in cash or sold during the
normal operating cycle of business are classified as current assets. As of March
31, 2005, the Company had nineteen full time employees.

Principles of Consolidation - The consolidated  financial statements include the
accounts of the Company and its wholly owned subsidiary  International  Isotopes
Idaho,  Inc. All significant  intercompany  accounts and transactions  have been
eliminated in consolidation.

Interim   Financial   Information  -  The   accompanying   unaudited   condensed
consolidated   financial  statements  have  been  prepared  in  accordance  with
accounting  principles  generally  accepted in the United  States of America for
interim  financial  information and pursuant to the rules and regulations of the
Securities and Exchange Commission.  Accordingly, they do not include all of the
information and notes required by accounting  principles  generally  accepted in
the United States of America for complete financial  statements.  In the opinion
of management, all adjustments and reclassifications  considered necessary for a
fair  and  comparable  presentation  have  been  included  and  are of a  normal
recurring nature.  Operating results for the three-month  period ended March 31,
2005 are not necessarily  indicative of the results that may be expected for the
year ending December 31, 2005. The accompanying  financial  statements should be
read in conjunction with the Company's most recent audited financial statements.

Stock-based  Compensation  Plans - The Company accounts for stock options issued
to directors,  officers and employees under Accounting  Principles Board Opinion
No. 25 and related interpretations ("APB 25").

The Company  accounts for options and warrants issued to  non-employees at their
fair  value  in  accordance  with  SFAS No.  123,  "Accounting  for  Stock-Based
Compensation" ("SFAS 123").


                                       6


No compensation  cost has been recognized for stock options in the  accompanying
consolidated financial statements.  Had the Company determined compensation cost
based on the fair value at the grant date for its stock  options  under SFAS No.
123, the Company's  net loss would have been  increased to the pro forma amounts
indicated below for the three months ended March 31, 2005 and 2004:


                                                               2005          2004
                                                            ----------    ----------

Net loss applicable to common shareholders, as reported     $ (229,171)   $ (161,487)

Deduct:  Total stock-based employee compensation expense
   determined under fair value based method for all
   awards, net of related tax effects                          (90,573)      (17,176)
                                                            ----------    ----------
Pro forma net loss                                          $ (319,744)   $ (178,663)
                                                            ==========    ==========

Loss per share, basic and diluted:
   As reported                                              $        -    $        -
                                                            ==========    ==========
  Pro forma                                                 $        -    $        -
                                                            ==========    ==========


(2)  Current Developments and Liquidity

Business  Condition - Since  inception,  the Company  has  suffered  substantial
losses.  During the period  ended  March 31,  2005,  the  Company  had a loss of
$229,171.  During the period  ended  March 31,  2004,  the Company had a loss of
$161,487.  During the period ended March 31, 2005, the Company's operations used
cash in  operating  activities  of  $282,382.  During the period ended March 31,
2004, the Company's operations provided cash in operating activities of $16,055.
The Company has taken steps to improve  financial  performance and diversify its
customer base. The Company believes that additional hot cells and new production
contracts for isotope sales,  source  recycling,  and cobalt source  fabrication
will lead to  increased  revenue  and  improved  cash  flow.  In  addition,  the
Company's  plans to develop  manufacturing  capability for high purity  fluorine
gases, which the Company believes will begin to contribute to Company revenue in
the fourth quarter of 2005. Based upon these  improvements to business condition
management  expects to generate  sufficient cash flows to meet operational needs
during 2005; however, there is no assurance that these cash flows will occur.

(3)  Net Loss Per Common Share - Basic and Diluted

As of March 31, 2005 and 2004 there were 60,553,548 and 101,518,850  options and
warrants  outstanding  respectively  and  850  shares  of  Series  B  redeemable
convertible preferred stock that were not included in the computation of diluted
net loss per common share as their effect would have been anti-dilutive, thereby
decreasing the net loss per common share.

(4)  Inventories

Inventories consist of the following at March 31, 2005 and December 31, 2004

                               March 31, 2005      December 31, 2004
                               --------------      -----------------
     Raw materials             $      267,225      $         267,850
     Work in progress               1,884,934              1,968,177
     Finished goods                         -                  1,394    
                               --------------      -----------------
                               $    2,152,159      $       2,283,752
                               ==============      =================



                                       7


(5)  Acquisition of license rights

During  the three  months  ended  March 31,  2005,  the  Company  filed a patent
application for a radioactive  materials  transportation  container design.  The
cost of this patent application  preparation and filing was $10,287. The cost of
this patent application will be amortized over the next year or until the patent
is granted at which time the cost would be amortized  over its estimated  useful
life, which is 10 years for patents.


(6)  Stockholders' Equity and Warrants

Warrants

In January  2005,  the  Company  announced  that the Series A warrants  would be
redeemed at a redemption  price of $0.001 per warrant.  Prior to the  redemption
date,  24,461,672  of Series A warrants  were  exercised  for cash  proceeds  of
$978,467.  The Company  redeemed  the  remaining  971,457  Series A warrants for
$1,193.

During the three  months  ended March 31, 2005,  27,735  Series B warrants  were
exercised  for cash  proceeds  of $1,387.  At March 31,  2005,  the  Company had
42,403,548 Series B warrants outstanding.

Stock Option Plan

In January 2005, the Company  granted 150,000 options to an employee to purchase
shares of common  stock with an  exercise  price of $0.07 per  share,  which was
equal to the closing market price of the common stock on the date of grant.

(7)  Commitments and Contingencies

Litigation

During April 2005,  the Company was named as a defendant  in a lawsuit  filed in
the District Court of Texas for Denton County, by a former employee.  The former
employee alleges breach of employment contract,  stating that the Company failed
to provide him six months  continuation pay upon termination,  and seeks damages
of  approximately  $57,500,  plus attorneys' fees and court costs.  This suit is
still in the discovery stage and the Company  intends to vigorously  defend this
action.

The  Company  is party to a  lawsuit  filed by  Iso-Science  Laboratories,  Inc.
against the Company, one of its customers and certain officers of this customer.
The lawsuit alleges the defendants are using  information and equipment  related
to nuclear  medicine  calibration  and  reference  standards  that the plaintiff
acquired from a previous employer of one of the defendants.  The plaintiff seeks
(i) an  injunction  to restrain the Company from  manufacturing,  marketing,  or
selling any of the products in question;  (ii) a 55% royalty on the price of all
related  products  the  Company  sells;  (iii) the return of all  equipment  and
information  in  question;  (iv)  disgorgement  of  profits  received  from  the
manufacture  and sale of the products in question;  and (v) general and punitive
damages in an amount to be shown at the time of trial.  The  Company  denied all
allegations and filed a counterclaim against the plaintiff on the basis that the
lawsuit  was  calculated  to  interfere  with   contractual   arrangements   and
prospective business or the Company.


                                       8


The court  established an anticipated  trial start date of December 5, 2005. The
likelihood of an outcome  favorable to the Company is not  determinable  at this
time.  The Company could lose its major line of revenues and be required to make
substantial  payments to the plaintiff if this lawsuit is settled unfavorably to
the  Company.   The  Company  has  an  agreement  in  place  with  its  customer
indemnifying  the Company from any loss arising from this  lawsuit.  The Company
does not expect the  ultimate  costs to resolve this matter will have a material
adverse effect on the consolidated financial position, results of operations, or
cash flow in the future.  However,  there is no guarantee  that the customer can
bear the financial burden arising from defending and possible settlement of this
lawsuit.

Dependence on Third Parties

The  Company is  dependent  upon the U.S.  Department  of Energy,  and its prime
operating  contractor,  who controls the reactor and  laboratory  operations for
production of HSA Cobalt.  The revenue associated with the sale of HSA Cobalt is
largely  dependent on the  Company's  sole  customer for this  product.  Nuclear
Medicine Reference and Calibration Standard  manufacturing is conducted under an
exclusive  contract with a single company,  that in turn has agreements in place
with several  product  distributors.  A loss of either of these  customers could
adversely  affect  operating  results  by  causing  a delay in  production  or a
possible loss of sales.

Contingencies

Because all of the Company's  business segments involve  radioactive  materials,
the Company is required to have an operating license from the Nuclear Regulatory
Commission  ("NRC") and specially  trained staff to handle these materials.  The
Company has an NRC operating  license and has amended this license several times
each year to increase  the amount of  material  permitted  within the  facility.
Additional  processing  capabilities and license amendments could be implemented
that would permit  processing of other  reactor  produced  radioisotopes  by the
Company,  but this  license does not  currently  restrict the volume of business
performed or projected  to be  performed  in the coming  year.  An  irrevocable,
automatic  renewable  letter of credit against a Certificate of Deposit at Texas
State Bank has been used to provide the financial  assurance required by the NRC
for the Idaho facility license.

(8)  Segment Information

Segment  information  has  been  prepared  in  accordance  with  SFAS  No.  131,
"Disclosure About Segments of an Enterprise and Related Information."


                                       9


The  Company  has five  reportable  segments  which  include:  Nuclear  Medicine
Reference and Calibration Standards,  Cobalt Products,  Radiochemical  Products,
Fluorine Products, and Radiological  Processing Services.  Information regarding
the operations and assets of these reportable business segments follows:

 
                                                            Radio-                  Radio-
                                  Reference     Cobalt     chemical    Fluorine    logical      Total
 March 31, 2005                   Standards    Products    Products    Products    Services    Segments
 ------------------------------   ---------   ----------   ---------   ---------   --------   ----------
 Revenues                         $ 363,429   $   76,375   $ 160,460   $       -   $ 85,303   $  685,567
 Depreciation and amortization        9,138       10,623      12,903       3,985      7,274       43,923
 Segment profit                     152,229       36,047       4,751    (139,107)    40,390       94,310
 Segment assets                     544,298    2,548,916     567,454     393,710    195,655    4,250,033
 Expenditures for segment assets          -       10,287       1,800     130,682          -      142,769


                                                            Radio-                  Radio-               
                                  Reference     Cobalt     chemical    Fluorine    logical      Total    
 March 31, 2004                   Standards    Products    Products    Products    Services    Segments  
 ------------------------------   ---------   ----------   ---------   ---------   --------   ---------- 
 Revenues                         $ 345,069   $  363,510   $  13,588   $       -   $ 21,158   $  743,325
 Depreciation and amortization        8,895        2,988      10,598           -      7,274       29,755
 Segment profit (loss)              159,000      163,457     (99,378)    (23,498)    (6,157)     193,424
 Expenditures for segment assets          -       86,651      57,751           -          -      144,402


                                   Segment     Corporate       Total
 March 31, 2005                     Totals      Amounts     Consolidated
 ------------------------------   ----------   ----------   ------------
 Revenues                         $  685,567   $        -   $    685,567
 Depreciation and amortization        43,923       10,168         54,091
 Net profit (loss)                    94,310     (323,481)      (229,171)
 Total assets                      4,250,033      883,984      5,134,017  
 Expenditures for assets             142,769            -        142,769


                                   Segment     Corporate       Total     
 March 31, 2004                     Totals      Amounts     Consolidated 
 ------------------------------   ----------   ----------   ------------ 
 Revenues                         $  743,325   $        -   $    743,325
 Depreciation and amortization        29,755        9,601         39,356
 Net loss                            193,424     (354,911)      (161,487)
 Expenditures for assets             144,402       11,826        156,228
    
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

This Quarterly Report contains forward-looking  statements within the meaning of
the Private Securities Litigation Reform Act of 1995. All statements, other than
statements of historical fact, including statements regarding industry prospects
and future results of operations or financial  position,  made in this Quarterly
Report are forward looking. Words such as "anticipates,"  "believes," "expects,"
"future," and "intends" and similar  expressions  identify  these  statements as
forward-looking.   In  particular,   statements  regarding:  improved  financial
performance  and  business   condition;   increased   revenue  and  cash  flows;
diversification  of our customer  base;  sufficiency of available cash and other
liquidity  sources to meet our operating  needs and to cover funds necessary for
acquisitions of assets and the  development of our FEP facility;  and the timing
of the initial release of our FEP products.  Forward-looking  statements reflect
management's  current  expectations,  plans or  projections  and are  inherently
uncertain.   Actual   results   could  differ   materially   from   management's
expectations,  plans or  projections.  Readers are  cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date of
this report. Certain risks and uncertainties that could cause our actual results
to differ significantly from management's expectations are described in the risk
factors set forth in our annual  report on Form 10-KSB for the fiscal year ended
December 31, 2004 filed with the Securities and Exchange Commission on March 31,
2005.  These factors,  describe some but not all of the factors that could cause
actual  results to differ  significantly  from  management's  expectations.  The
company  will not  publicly  release  any  revisions  to  these  forward-looking
statements  to  reflect  events or  circumstances  after  the date  hereof or to
reflect the occurrence of unanticipated  events.  Readers are urged, however, to
review the factors set forth in reports  that we file from time to time with the
Securities and Exchange Commission.


                                       10


RESULTS OF OPERATIONS

Three-month  periods ended March 31, 2005 and 2004. 

Revenues  for the  three-month  period  ended  March 31,  2005 were  $685,567 as
compared to $743,325 for the same period in 2004, a decrease of $57,758 or 7.7%.
The decrease in total revenues was  attributable  solely to the timing of cobalt
product sales in 2004 compared to 2005. Cobalt product sales typically see large
variations  caused by cyclic nature of some cobalt products during the course of
the  calendar  year.  The timing of those  sales has a  significant  impact upon
quarterly  revenue  reports and period  comparisons.  Excluding  cobalt  product
sales, revenues for the three-month period ended March 31, 2005 were $609,192 as
compared to $379,815 for the same period in 2004. While total revenues decreased
approximately  $60,000,  or  approximately  8% in the first  quarter of 2005, as
compared to the first quarter of 2004,  revenues  excluding cobalt product sales
increased  approximately  $230,000 or approximately  60% in the first quarter of
2005,  as  compared  to the first  quarter of 2004.  Because of the  significant
impact of the timing of cobalt product sales, management believes that excluding
sales of cobalt  products  from the  quarter-to-quarter  comparison  of revenues
provides useful information to investors.  Please refer to the table below for a
further analysis of this measure.  Despite the overall reduction in revenues for
the first quarter, gross profit for the three-month period ended March 31, 2005,
increased  to $332,820  (or 48% of  revenue) as compared to $300,370  (or 40% of
revenue) for the same period in 2004.  Improved  gross profit margin is a result
of   improving   product  cost  control   measures  and   implementing   process
efficiencies.


 Financial Measure Reconciliation
 ------------------------------------------------------------------------------------------------------------|
                                   |                                    |                                    |
                                   | Three months ended March 31, 2004  | Three months ended March 31, 2005  |
 ----------------------------------|------------------------------------|------------------------------------|
                                   |                                    |                                    |
 Total Revenues                    | $743,325                           | $685,567                           |
 ----------------------------------|------------------------------------|------------------------------------|
                                   |                                    |                                    |
 Cobalt Products Revenues          | $363,510                           | $76,375                            |
 ----------------------------------|------------------------------------|------------------------------------|
                                   |                                    |                                    |
 Total Revenues Excluding Cobalt   | $379,815                           | $609,192                           |
 Products Revenues                 |                                    |                                    |
 ------------------------------------------------------------------------------------------------------------|

                                                                  
Operating  expenses increased to $524,545 for the three-month period ended March
31,  2005  compared  to  $433,044  for the same  period of 2004,  an increase of
$91,501 or 22%. Salaries and contract labor expenses for the three-month  period
ended March 31, 2005 were  $219,611 as compared to $156,734  for the same period
of 2004, an increase of $62,877 or 40%. General administrative  expenses totaled
$292,740 for the three-month period ended March 31, 2005 as compared to $262,743
for the same period of 2004, an increase of $29,997 or 12%. These  increases are
attributed to the addition of full time staff and facility  operational  expense
related our new Fluorine Products division

Our loss for the three-month  period ended March 31, 2005 was $229,171  compared
to a loss of  $161,487  for the same  period  in 2004.  The  increased  loss was
primarily  attributable  to increased  operational  expenses  related to our new
Fluorine Products division.

Interest expense for the three-month  period ended March 31, 2005 was $38,506 as
compared  to  $38,262  for the same  period in 2004 due to a small  increase  in
interest rates.


                                       11


LIQUIDITY AND CAPITAL RESOURCES

On March 31,  2005 we had cash and cash  equivalents  of  $697,380  compared  to
$150,051 at December  31, 2004.  For the three months ended March 31, 2005,  net
cash used in  operating  activities  was  $282,382,  investing  activities  used
$142,769, and financing activities provided $972,480.

Our future  liquidity and capital funding  requirements  will depend on numerous
factors, including, contract manufacturing agreements, commercial relationships,
technological  developments,  market factors,  available  credit,  and voluntary
Series B Warrant  exercise  by  shareholders.  In  addition to our cash and cash
equivalents  we have a $250,000 line of credit that currently has a zero balance
and most of our  Series B  Warrants  are still  outstanding.  Exercise  of those
Series B Warrants  would generate  approximately  $2 million in cash. We believe
that our current  cash and cash  equivalents,  our line of credit,  and proceeds
from  potential  exercises of Series B Warrants  will be  sufficient to fund our
current  operations,  to pay down  certain  of our  long-term  liabilities,  and
continue  development  of the Fluorine  Extraction  Process  (FEP).  This should
continue to improve our financial  strength,  debt ratio, and  attractiveness to
investors or lending institutions.

We have made  significant  investments  into assets  necessary  to carry out new
revenue-producing  operations  and to  manufacture  new products.  These include
radiochemical  sales and the  installation of a large  cobalt-60  processing hot
cell that will  support a wide range of cobalt  products  such as cobalt  source
recycling services and teletherapy source  manufacturing.  We expect these areas
to contribute  significantly to further growth in revenue and our customer base.
In addition,  we continue to make  significant  investments  in and  advancement
towards,  the start of fluorine producing  operations utilizing the patented FEP
process. The first of our FEP products is expected to be launched during 2005.

ITEM 3. CONTROLS AND PROCEDURES

As of the end of the period  covered by this  report,  the company  conducted an
evaluation,  under the supervision and with the  participation  of our principal
executive officer and principal  financial officer,  of our disclosure  controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange  Act of 1934  (the  "Exchange  Act")).  Based on this  evaluation,  the
principal  executive officer and principal  financial officer concluded that our
disclosure  controls  and  procedures  are  effective  to ensure  that  material
information  relating to the company was made known to them by others within the
company,  particularly  during the period in which this Quarterly Report on Form
10-QSB was being prepared.

There was no change in our internal controls over financial reporting during our
most recently  completed  fiscal  quarter that has  materially  affected,  or is
reasonably likely to affect our internal control over financial reporting.

Our CEO and CFO does not expect that our  disclosure  controls  or our  internal
controls will prevent all error and all fraud.  Although our disclosure controls
and internal controls were designed to provide reasonable assurance of achieving
their  objectives,  a control system, no matter how well conceived and operated,
can provide only reasonable, not absolute,  assurance that the objectives of the
system are met.  Further,  the design of a control  system must reflect the fact
that there are  resource  constraints,  and the  benefits  of  controls  must be
considered relative to their costs.  Because of the inherent  limitations in all
control systems,  no evaluation of controls can provide absolute  assurance that
all control  issues and instances of fraud,  if any, have been  detected.  These
inherent limitations include the realities that judgments in decision-making can
be faulty,  and that  breakdowns  can occur  because of simple error or mistake.
Additionally,  controls  can be  circumvented  by the  individual  acts  of some
persons,  by collusion of two or more people,  or by management  override of the
control.  The design of any system of controls  also is based  partly on certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving  its stated goals under all  potential
future conditions.


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PART II. OTHER INFORMATION

Item 6. Exhibits

        3.2     Second   Amended  and   Restated   Articles   of   Incorporation
                (incorporated  by  reference  to  Appendix  C to  the  Company's
                definitive  proxy  statement  on Schedule 14A filed on April 28,
                2005).

        3.3     Bylaws   (incorporated  by  reference  to  Exhibit  3.2  to  the
                Company's  Registration  Statement  on Form SB-2 filed on May 1,
                1997 (Registration No. 333-26269)).

        31.1    Certification  under  Section 302 of the  Sarbanes-Oxley  Act of
                2002 for Chief Executive Officer.

        31.2    Certification  under  Section 302 of the  Sarbanes-Oxley  Act of
                2002 for Chief Financial Officer.

        32.1    Certification under Section 1350 Adopted Pursuant to Section 906
                of the Sarbanes-Oxley Act of 2002.


SIGNATURES

In accordance with the requirements of the Exchange Act , the registrant  caused
this  report  to be  signed  on its  behalf  by the  undersigned  hereunto  duly
authorized.


                                       International Isotopes Inc.
                                       (Registrant)



                                       By: /s/ Steve T. Laflin
                                           ------------------------------
                                           Steve T. Laflin
                                           President and Chief Executive Officer
Date: May 12, 2005





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