FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  TPC Ventures, LLC
 2. Date of Event Requiring Statement (Month/Day/Year)
04/29/2005		 3. Issuer Name and Ticker or Trading Symbol
PURE CYCLE CORP [PCYO]
(Last)
(First)
(Middle)
8451 DELAWARE STREET		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

THORNTON, CO 80260		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 2,049,705 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TPC Ventures, LLC
8451 DELAWARE STREET
THORNTON, CO 80260		     X    
CLARK RYAN T
8451 DELAWARE STREET
THORNTON, CO 80260		       10% indirect beneficial owner

Signatures

Ryan T. Clark as manager of TPC Ventures, LLC, by Mark W. Harding as Attorney-in-Fact (see Remarks) 11/04/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On April 29, 2005, Thomas P. Clark, the former CEO of Pure Cycle, transferred 2,049,705 shares of Pure Cycle Common Stock to TPC Ventures, LLC. As of the date of the filing of this Form 3, TPC Ventures, LLC owns 1,909,705 shares of Pure Cycle Common Stock. These shares can also be deemed to be indirectly beneficially owned by Ryan T. Clark by way of his role as manager of TPC Ventures, LLC.
 
Remarks:
Pursuant to a Power of Attorney filed as Exhibit 24 to Form 4 filed with the commission on September 21, 2005.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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