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