December 21, 2006
Via EDGAR
Securities and Exchange Commission
100 F Street NE
Washington, D.C. 20549
Re: |
| Pure Cycle Corporation |
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| Registration Statement on Form S-3 |
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| Filed December 15, 2006 |
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| File No. 333-139361 |
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Dear Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended, Pure Cycle Corporation hereby requests that the Registration Statement on Form S-3, Registration No. 333-139361, be withdrawn effective immediately. The Registrant requests withdrawal because it has learned it is not eligible to use Form S-3 at this time. No securities were sold pursuant to the offering.
Please contact the undersigned at (303) 292-3456 or Wanda J. Abel of Davis Graham and Stubbs LLP at (303) 892-7314 if you have any questions.
| Sincerely, | |
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| /s/ Mark W. Harding |
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| Mark W. Harding |
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| President |
8451 Delaware Street Thornton CO 80260
Telephone (303) 292-3456 Telecopier (303) 292-3475
60;