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):  August 3,
2005

Commission file number 0-8814

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

Delaware
(State of incorporation)

84-0705083
(I.R.S. Employer
Identification No.)

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

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


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 (the Registrant), in
connection with the matters described herein.



ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE CONTRACT

Effective August 3, 2005, Pure Cycle Corporation (the
"Company") entered into an Agreement for Water Service
(the "Agreement") with Arapahoe County (the "County") and
Rangeview Metropolitan District (the "District").  The
Agreement calls for the Company to design,  construct,
operate and maintain water facilities and to provide water
service to the new Arapahoe County Fairgrounds.

Pursuant to the Agreement, the County will purchase 38.5
water taps from the Company for $567,490.  Payment of this
amount, less $52,938 of groundwater dedication credits (for
a net payment of $514,552) is payable to the Company within
thirty (30) days of the signing of the Agreement.  The net
tap fees are subject to royalties payable to the State of
Colorado Board of Land Commissioners (the "Land Board")
pursuant to the Company's and the District's Lease with the
Land Board as more fully described in the Company's Annual
Report on Form 10-KSB for the Year Ended August 31, 2004.

The Agreement also calls for the County to pay the Company
$1,245,168 to design and construct (within twelve months)
various water facilities required to extend water service
to the fairgrounds and for the Company to acquire
approximately 336 acre-feet of groundwater for $240,075.
These amounts are payable as follows: an initial cash
payment of $397,235 is payable to the Company within thirty
(30) days of the signing of the Agreement; the $240,075 due
from the Company to the County for the acquisition of
groundwater will be netted against the construction charges
payable by the County; and the remaining amount due of
$607,858 is payable by the County to the Company in 120
equal monthly payments of approximately $6,849, which
includes interest compounded monthly at six percent (6%)
per annum.  The Company expects construction to begin
immediately.

ITEM 9.01 EXHIBITS

Exhibit 10.24 - Agreement for Water Service Agreement
between Pure Cycle Corporation, Rangeview Metropolitan
District and Arapahoe County.



SIGNATURES

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

Dated:  August 4, 2005

PURE CYCLE CORPORATION


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