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):  February 3, 
2005 

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


DELAWARE
(State or other jurisdiction of incorporation or organization)

0-8814
(Commission File Number)

84-0705083
(I.R.S. Employer Identification Number)


8451 DELAWARE STREET,                              		   
THORNTON, CO                                			    
80260			 
(Address of principal executive offices) 			
(Zip Code)

(303) 292-3456
Registrant's telephone number, including area code

NO CHANGE
(Former name or former address, if changed since last report)

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(d)  	DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; 
			ELECTION OF DIRECTORS; APPOINTMENT OF 
			PRINCIPAL OFFICERS 

On Thursday February 3, 2005, the Board of Directors of the Pure 
Cycle Corporation (the "Company") appointed Mr. Peter C. Howell 
as a member of the Board of Directors to fill a vacancy on the 
Board. There are no arrangements or understandings between Mr. 
Howell and any other person pursuant to which he was selected as 
a Director of the Company. Mr. Howell has not been appointed to 
any Board committees as of the date of this filing but is 
expected to be appointed to the Audit Committee. 






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:  February 4, 2005 


				PURECYCLE CORPORATION


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