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