EXHIBIT 23.2


                          INDEPENDENT AUDITORS' CONSENT

The Board of Directors and Stockholders
Pure Cycle Corporation:

We  consent  to the use of our report dated October 10, 2003 in the registration
statement  on  Form  SB-2,  with  respect  to  the  balance sheets of Pure Cycle
Corporation  as  of  August  31,  2003  and 2002, and the related  statements of
operations,  stockholders'  equity, and cash flows for the years then ended, and
to  the  reference  to  our  firm under the heading "Experts" in the prospectus.


                                        /s/  KPMG LLP

                                        KPMG LLP


Denver, Colorado
April 16, 2004