<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>pcy2qsb.txt
<TEXT>
Securities and Exchange Commission
Washington, D.C. 20549
__________________________

Form 10-QSB
__________________________

(Mark One)
  X     	 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
	 SECURITIES AND EXCHANGE ACT OF 1934

For the quarterly period ended February 28, 2002

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

For the transition period from __________ to __________

Commission file number 0-8814

 		PURE CYCLE CORPORATION
(Exact name of small business issuer as specified in its charter)

	Delaware				84-0705083
     (State of incorporation)	 (I.R.S. Employer
 	Identification Number)

	8451 Delaware St., Thornton, CO	80260
 (Address of principal executive offices)	(Zip Code)

Registrant's telephone number	(303) 292 - 3456
	__________________________________________

		N/A
(Former name, former address and former fiscal year, if changed
since last report.)

Check whether the registrant (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
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 [ ]

State the number of shares outstanding of each of the issuer's
classes of common equity, as of February 28, 2002:

Common Stock, 1/3 of $.01 par Value		78,236,429
	      (Class)					    (Number of Shares)

Transitional Small business Disclosure Format (Check one):   Yes
[ ];  No [x]


PURE CYCLE CORPORATION
INDEX TO FEBRUARY 28, 2002 FORM 10-QSB




	Page

Part I - Financial Information (unaudited)

Balance Sheets - February 28, 2002 and	3
August 31, 2001

Statements of Operations - For the three months	4
ended February 28, 2002 and 2001

Statements of Operations - For the six months	5
ended February 28, 2002 and 2001

Statements of Cash Flows - For the six months	6
ended February 28, 2002 and 2001

Notes to Financial Statements     	7

Management's Discussion and Analysis of	8
Results of Operations and Financial Condition

Signature Page	9



"SAFE HARBOR" STATEMENT UNDER THE UNITED STATES PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995

	Statements that are not historical facts contained in this
Quarterly Report on Form 10-QSB are forward looking statements
that involve risk and uncertainties that could cause actual
results to differ from projected results.  Factors that could
cause actual results to differ materially include, among others:
general economic conditions, the market price of water, changes
in applicable statutory and regulatory requirements, changes in
technology, uncertainties in the estimation of water available
under decrees and timing of development, the strength and
financial resources of the Company's competitors, the Company's
ability to find and retain skilled personnel, climatic
conditions, labor relations, availability and cost of material
and equipment, delays in the anticipated permit and start-up
dates, environmental risks, and the results of financing efforts.



2
PURE CYCLE CORPORATION
BALANCE SHEETS
(unaudited)
		February 28,	August 31,
	ASSETS		2002			2001
Current assets:
	Cash and cash equivalents	$   360,726	$   435,660
	Trade accounts receivable	29,581	33,255
	Other current assets	     11,259	       11,259
		Total current assets	401,566	480,174

Investment in water and systems:
	Rangeview water supply	13,514,753	13,483,425
	Paradise water supply	 5,491,423	 5,487,433
	Rangeview water system	    124,501	     126,611
Total investment in water and systems	  19,130,677	19,097,469

Note receivable, including accrued
interest	 377,976	       369,806
Other assets	       114,841	       127,441
	$ 20,025,060	 $ 20,074,890

	LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable 	    4,346	--
	Accrued liabilities	    7,495	   17,994
	   Total current liabilities	11,841	17,994
Long-term debt - related parties,
including accrued interest 	4,617,116	4,518,619

Participating interests in Rangeview
    water rights	11,090,630	11,090,630
Stockholders' equity:
  Preferred stock, par value $.001 per
		share; authorized - 25,000,000 shares:
  Series A1 - 1,600,000 shares
    issued and outstanding	 1,600	1,600
  Series B - 432,514 shares
    issued and outstanding	   433	  433
  Series D - 6,455,000 shares
    issued and outstanding   		          6,455	    6,455
  Common stock, par value 1/3 of $.01 per
		share; authorized - 135,000,000
     shares; 78,236,429 shares issued
     and outstanding	                  261,584	  261,584
	Additional paid-in capital	 24,778,989	24,778,989
	Accumulated deficit	(20,743,588)	(20,601,414)
		Total stockholders' equity	  4,305,473	  4,447,647
			$ 20,025,060	$ 20,074,890

See Accompanying Notes to the Financial Statements
3
PURE CYCLE CORPORATION
STATEMENTS OF OPERATIONS
(unaudited)



				Three months Ended
			February 28,	February 28,
				2002			2001

Water service revenue
		Water construction revenues 	$       --	   $   19,536
		Water usage fees	  31,799	     24,521
			 31,799	     44,057

Construction costs incurred (Note 2)	    --      ( 15,000)
Water service operating expense 	   (  4,792)	   ( 1,887)

Gross Margin	27,007	27,170

General and administrative expense	(58,175)	( 70,836)

Other income (expense):

	Interest income	    5,359	    9,801
	Interest expense related parties	(  48,077)	( 53,928)
	Interest expense other	 (6,300)
	Other	   13,546	        --
Net loss	$(66,640)	$(87,793)


Basic and diluted net loss
 per common share	$     --*		$     --*

Weighted average common shares
 outstanding	78,236,429		78,439,763

*	less than $.01 per share












See Accompanying Notes to the Financial Statements
4
PURE CYCLE CORPORATION
STATEMENTS OF OPERATIONS
(unaudited)



				Six months Ended
			February 28,	February 28,
				2002			2001

Water service revenue
		Water construction revenues 	$      --	   $   594,334
		Water usage fees	 64,553	     42,430
			 64,553	     636,764

Construction costs incurred (Note 2)	    --      (456,320)
Water service operating expense 	   (  13,352)	   (   4,103)

Gross Margin	51,201	176,341

General and administrative expense	( 107,947)	( 121,845)

Other income (expense):

	Interest income	12,123	    24,083
	Interest expense related parties	( 98,497)	( 116,848)
	Interest expense other	(12,600)           --
	Other	13,546	          --
Net loss	$(142,174)	$(38,269)


Basic and diluted net loss per
 common share	$     --*		$     --*

Weighted average common shares
outstanding	  78,236,429		78,439,763

*	less than $.01 per share












See Accompanying Notes to the Financial Statements
5
PURE CYCLE CORPORATION
STATEMENTS OF CASH FLOWS
(unaudited)
	                            Six months Ended
			        February 28,  February 28,
				       	2002	          2001
Cash flows from operating activities:
		Net loss		$(142,174)	 $(38,269)
   Increase in accrued interest
				on note receivable		 (8,170)	( 11,466)
			Increase in accrued interest on long
				 term debt and other non-current
				 liabilities			98,500	116,848
			Changes in operating assets and liabilities:
		  Trade accounts receivable		3,674	16,719
		  Other assets		12,600
		Billings in excess of costs
        and estimated earnings	                  --	      (594,334)
		  Accounts payable and accrued
     liabilities		(6,156)	    (7,691)
			  Net cash provided by (used in)
					 operating activities		(41,726)	(518,193)

Cash flows from investing activities:
			Investments in water supply		 ( 35,318)	   (38,028)
			Investment in Rangeview water system	   2,110	     --
			Net cash used in investing  activities	  (33,208)	(38,028)

Cash flows from financing activities:
			Proceeds from sale of common stock		          --	       219,500
					Net cash provided by financing
    activities		--	219,500

				Net decrease
					in cash and cash
					equivalents		(74,934)	(336,721)
				Cash and cash equivalents
 					beginning of period	       	435,660	     821,124
				Cash and cash equivalents
					end of period		  $ 360,726	$ 484,403










See Accompanying Notes to the Financial Statements
6
PURE CYCLE CORPORATION
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ACCOUNTING PRINCIPLES

	The balance sheet as of February 28, 2002 and the statements
of operations and statements of cash flows for the three and six
months periods ended February 28, 2002 and February 28, 2001 have
been prepared by the Company and have not been audited.  In the
opinion of management, all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the financial
position, results of operations and cash flows at February 28,
2002 and for all periods presented have been made.

	Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.
It is suggested that these financial statements be read in
conjunction with the financial statements and notes thereto
included in the Company's fiscal year 2001 Annual Report on Form
10-KSB.  The results of operations for interim periods presented
are not necessarily indicative of the operating results for the
full year.

NOTE 2 - WATER CONSTRUCTION PROJECTS

		In 1998, the Company entered into an agreement to provide
water and wastewater service to a 400 acre development which
includes a 500-bed Academic Model Juvenile Facility ("Model
Facility").  The Model Facility paid a Water System Development
and Water Resource Charge based on estimated water consumption,
for the construction of water and wastewater systems.  Pursuant
to its Service Agreements, the Company has received all fees
pursuant to the agreements totaling $2,013,495 for the
construction of the water and wastewater facilities.
Additionally, the Company received $154,800 from the State of
Colorado for the construction of additional facilities related
to the wastewater plant which the Company constructed on behalf
of the State of Colorado.  The Company completed construction of
the water and wastewater facilities in July 2001, concurrent
with the opening of the Model Facility.

NOTE 3 - STOCKHOLDERS' EQUITY

	In August 2001, the Company entered into a Plan of
Recapitalization and a Stock Purchase Agreement whereby the
Company issued 6,455,000 shares of Series D Preferred Stock to
the Company's CEO, Mr. Thomas Clark in exchange for 421,666
shares of common stock, 3,200,000 shares of Series C Preferred
Stock, 500,000 shares of Series C-1 Preferred Stock, 666,667
shares of Series C-2 Preferred Stock, and 1,666,667 shares of
Series C-3 Preferred Stock, all of which were owned by Mr.
Clark. The Company retired 3,200,000 shares of Series C
Preferred Stock, 500,000 shares of Series C-1 Preferred Stock,
666,667 shares of Series C-2 Preferred Stock, and 1,666,667
shares of Series C-3 Preferred Stock.  The Company sold 625,000
shares of the Company's Common Stock at $.16 per share to two
accredited investors.  Proceeds to the Company were $100,000.
The shares were issued under Section 4(2) of the Securities Act
of 1933.

	In December 2000, the Company sold 700,000 shares of the
Company's Common Stock to two accredited investors at $.15 per
share.  Proceeds to the Company were $105,000.

	In August 2000, the Company entered into a Plan of
Recapitalization and a Stock Purchase Agreement whereby the
Company issued 1,666,667 shares of Series C-3 Preferred Stock to
Mr. Thomas Clark in exchange for 1,666,667 shares of common
stock owned by Mr. Clark.

	In August 2000, the Company comitted to issue, and four
acredited investors comitted to purchase, a total of 763,333
shares of common stock, at $.15 per share generating proceeds to
the Company of $114,500. Payment was received from these
investors as follows:  $10,000 on September 28, 2000; $4,500 on
October 2, 2000; $50,000 on October 26, 2000; and $50,000 on
October 27, 2000.  The Company issued the 763,333 shares of
common stock on November 22, 2000.



7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Results of Operations

		During the quarter ended February 28, 2002, the Company
delivered approximately 3.5 million gallons of water to customers
in the Service Area generating revenues from water sales of
$31,799 compared to the delivery of 2.7 million gallon generating
revenues of $24,521 during the three months ended February 28,
2001. The increase in water revenues is attributable to the
delivery of potable water during the current year compared to raw
water during the previous year.  The Company incurred water
service operating costs of $4,792 for the three months ending
February 28, 2002 as compared to $1,887 for the six month ending
February 28, 2001. The increase in operating costs are
attributable to the initiation of domestic water and wastewater
service to the Model Facility beginning in July 2001. In August
2001, the Company entered into an agreement with a third party to
provide operation and maintenance support for its water and
wastewater operations.

	During the six months ended February 28, 2002, the Company
delivered approximately 16.6 million gallons of water generated
water service revenues of $64,553 compared to approximately 14.8
million gallons of water generating $42,430 for the six months
ended February 28, 2001.  The increase in water service revenues
are due primarily to the delivery of potable water during the
current year compared to raw water during the previous year. The
Company incurred water service operating costs of $13,352 for the
six months ending February 28, 2002 as compared to $4,103 for the
six month ending February 28, 2001, due to the initiation of
domestic water and wastewater service to the Model Facility
beginning in July 2001.

	General and administrative expenses for the six months ended
February 28, 2002 were $13,901 lower than for the period ended
February 28, 2001, primarily because of a decrease in office
rent.  The Company has occupied office space owned by a related
party at no cost since December 2000.  Net loss for the six
months ended February 28, 2002 was $142,171 compared to a net
loss of $38,269 for the six month ended February 28, 2001 due to
the completion of the Model Facility and the recognition of
construction revenues in the previous year.

Liquidity and Capital Resources

	At February 28, 2002, current assets exceed current
liabilities by $389,725 and, the Company had cash and cash
equivalents of $360,726.

	The Company believes it has sufficient working capital and
available credit to fund its operations for the next year or
longer.  There can be no assurances, however, that the Company
will be successful in marketing the water from its two primary
water projects in the near term.  In the event sales are not
achieved, the Company may sell additional participating
interests in its water projects, incur additional short or long
term debt or seek to sell additional shares of common or
preferred stock or stock purchase warrants, as deemed necessary
by the Company, to generate working capital.

	Development of any of the water rights that the Company has,
or is seeking to acquire, will require substantial capital
investment by the Company.    Any such additional capital for the
development of the water rights is anticipated to be financed
through the sale of water taps and water delivery charges to a
city  or municipality.  A water tap charge refers to a charge
imposed by a municipality to permit a water user to access a
water delivery system (i.e. a single-family home's tap into the
municipal water system), and a water delivery charge refers to a
water user's monthly water bill generally based on a per 1,000
gallons of water consumed.


8
PURE CYCLE CORPORATION
SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.


								PURE CYCLE CORPORATION

Date:

	April 13, 2002		  /S/  Thomas P. Clark
			Thomas P. Clark,
			CEO

Date:

	April 13, 2002		  /S/  Mark W. Harding
			Mark W. Harding,
			President


























9

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