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)

December 5, 2014


TWO RIVERS WATER & FARMING COMPANY

(Exact name of registrant as specified in charter)

Colorado

(State or other jurisdiction of incorporation)

000-51139


13-4228144

(Commission File Number)


(IRS Employee Identification No.)


2000 South Colorado Blvd., Tower 1 Suite 3100, Denver, Colorado


80222

(Address of principal executive offices)


(Zip Code)


Registrants telephone number, including area code

(303) 222-1000

Not Applicable

(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 (see General Instruction A.2. below):


/__/ 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))


SECTION 5 CORPORATE GOVERNANCE AND MANAGEMENT


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Mr. Gus Blass, a director of Two Rivers Water & Farming Company (the Company), provided written notice today to the Company that he has decided to resign from the Companys Board of Directors effective December 31, 2014.   There were no disagreements between Mr. Blass and the Company. Mr. Blass tendered his resignation based on the Companys aggressive growth plans for the coming year, which will require significantly more time to adequatelyserve as a Company director, along with his desire to spend more time with his family and other longstanding board commitments.


Mr. Blass will continue to serve as one of the Preferred Managers of TR Capital Partners, LLC, a wholly owned subsidiary of the Company.



SIGNATURE


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



TWO RIVERS WATER & FARMING COMPANY

(Registrant)

Dated: December 5, 2014



By:   /s/ Wayne Harding_____________          

Wayne Harding,  Chief Financial Officer