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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000276720-04-000014.txt : 20041209
<SEC-HEADER>0000276720-04-000014.hdr.sgml : 20041209
<ACCEPTANCE-DATETIME>20041209130033
ACCESSION NUMBER:		0000276720-04-000014
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20041209
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
FILED AS OF DATE:		20041209
DATE AS OF CHANGE:		20041209

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PURE CYCLE CORP
		CENTRAL INDEX KEY:			0000276720
		STANDARD INDUSTRIAL CLASSIFICATION:	REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580]
		IRS NUMBER:				840705083
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0831

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-08814
		FILM NUMBER:		041192595

	BUSINESS ADDRESS:	
		STREET 1:		8451 DELAWARE STREET
		CITY:			THORNTON
		STATE:			CO
		ZIP:			80260
		BUSINESS PHONE:		3032923456

	MAIL ADDRESS:	
		STREET 1:		8451 DELAWARE STREET
		CITY:			THORNTON
		STATE:			CO
		ZIP:			80260
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>pcyo8k.txt
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act
of 1934

Date of Report (Date of earliest event reported):  November 23,
2004


PURE CYCLE CORPORATION
(Exact name of registrant as specified in its charter)

Delaware						84-0705083
State of incorporation)     (I.R.S. Employer Identification No.)

8451 Delaware Street, Thornton, CO  80260
(Address of principal executive office)         (Zip Code)

Issuer's telephone number:   (303) 292-3456


Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2 (b)
under the Exchange Act (17 CFR 240.14d-2 (b))
[ ] Pre-commencement communications pursuant to Rule 13e-4 (c)
under the Exchange Act (17 CFR 240.13e-4 (c))

This Current Report on Form 8-K is filed by Pure Cycle
Corporation, a Delaware corporation, in connection with the
matters described herein.



ITEM 5.02  	DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS

     Effective November 23, 2004, the Company announced that
Margaret S. Hansson is resigning as a director of the Company.
Ms. Hansson has been a director of the Company since 1977, was
the Chairman from 1983 to 2001 and held various positions with
the Company from 1992 to 2003 including the CEO position from
1983 to 1984.




SIGNATURE

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

Dated:  December 9, 2004


PURECYCLE CORPORATION


By: /s/ Mark W. Harding
Mark W. Harding
President and Chief Financial Officer



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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