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                                   FORM 10-QSB
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                   Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For Quarter Ended June 30, 2004

Commission File Number: 00-18235

                         Eldorado Artesian Springs, Inc.
        (Exact name of registrant as specified in its charter as amended)

                  Colorado                                      84-0907853
(State or other jurisdiction of incorporation)       (IRS Employer Identification No.)
                                                             Or organization)

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 1783 Dogwood Street Louisville, Colorado                          80027
(Address of principal executive offices)                          (Zip Code)

--------------------------------------------------------------------------------
                                 (303) 499-1316
              (Registrant's telephone number, including area code)

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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

Yes      X   No _____
    --------

Number shares of common stock outstanding at the latest practicable date, August
13, 2004: 2,995,495.

Transitional Small Business Disclosure Format        Yes _____    No __X__
                                                                     -----

                         ELDORADO ARTESIAN SPRINGS, INC.

Part I - Financial Information

Item 1 - Financial Statements

Balance Sheets as of June 30, 2004 (Unaudited) and March 31, 2004Unaudited Statements of Operations For the Three Months Ended June 30, 2004 and June 30, 2003Unaudited Statements of Cash Flows For the Three Months Ended June 30, 2004 and June 30, 2003Notes to Unaudited Financial StatementsItem 2 - Management's Discussion and Analysis of Financial Condition and Results of OperationsItem 3 - Controls and ProceduresPart II - Other InformationSignatures and Exhibit Index
                         ELDORADO ARTESIAN SPRINGS, INC.
                                 Balance Sheets

                                                                                      June 30,    March 31,
                                                                                        2004         2004
                                                                                     ----------   ----------
                                                                                    (Unaudited)
                                                               Assets
  Current assets
   Cash ..........................................................................   $  104,172   $  153,639
   Accounts receivable
       Trade, net ................................................................      808,610      785,949
       Other .....................................................................        9,768        9,634
   Inventories ...................................................................      195,151      219,767
   Prepaid expenses and other ....................................................       38,575       37,048
   Income tax receivable .........................................................       54,269        8,573
   Deferred tax asset ............................................................       35,725       35,725
                                                                                     ----------   ----------
               Total current assets ..............................................    1,246,270    1,250,335
                                                                                     ----------   ----------

Non-current assets
   Property, plant and equipment - net ...........................................    4,739,951    4,835,269
   Notes receivable - related party ..............................................      472,790      465,290
   Water rights - net ............................................................       86,942       88,064
   Deposits ......................................................................       41,205       41,205
   Other - net ...................................................................       80,730       81,454
                                                                                     ----------   ----------
               Total non-current assets ..........................................    5,421,618    5,511,282
                                                                                     ----------   ----------

Total ............................................................................   $6,667,888   $6,761,617
                                                                                     ==========   ==========

                                              Liabilities and Stockholders' Equity
Current liabilities
   Line of credit ................................................................   $  300,000   $  100,000
   Accounts payable ..............................................................      301,336      305,441
   Accrued expenses ..............................................................      221,817      357,456
   Customer deposits .............................................................       79,733       71,970
   Current portion of capital lease obligations ..................................      108,030      110,006
   Current portion of long-term debt .............................................      150,900      150,900
                                                                                     ----------   ----------
               Total current liabilities .........................................    1,161,816    1,095,773

Non-current liabilities
   Capital lease obligations, less current portion ...............................         --         27,704
   Long-term debt, less current portion ..........................................    3,303,898    3,348,801
   Deferred tax liability ........................................................      229,407      229,407
   Deferred gain on the sale of real estate ......................................      357,544      357,544
                                                                                     ----------   ----------
               Total non-current liabilities .....................................    3,890,849    3,963,456
                                                                                     ----------   ----------
               Total liabilities .................................................    5,052,665    5,059,229
                                                                                     ----------   ----------

Commitments and contingencies

Stockholders' equity
   Preferred stock, par value $.001 per share; 10,000,000 shares authorized;
     0 issued and outstanding ....................................................         --           --
   Common stock, par value $.001 per share; 50,000,000 shares authorized;
      2,995,495 issued and outstanding ...........................................        2,995        2,995
   Additional paid-in capital ....................................................      984,656      984,656
   Retained earnings .............................................................      627,572      714,737
                                                                                     ----------   ----------
                                                                                      1,615,223    1,702,388
                                                                                     ----------   ----------

Total ............................................................................   $6,667,888   $6,761,617
                                                                                     ==========   ==========

                       See note to financial statements.

                       See notes to financial statements.
                         ELDORADO ARTESIAN SPRINGS, INC.

                       Unaudited Statements of Operations

                                                For the Three Months Ended
                                                         June 30,
                                                --------------------------
                                                    2004          2003
                                                -----------    -----------

Revenue
   Water and related ........................   $ 1,968,166    $ 1,961,656
   Resort Operations ........................        21,053         21,241
                                                -----------    -----------
     Net revenue ............................     1,989,219      1,982,897

Cost of goods sold ..........................       282,754        329,766
                                                -----------    -----------

Gross profit ................................     1,706,465      1,653,131
                                                -----------    -----------

Operating expenses
   Salaries and related .....................       811,868        781,564
   Administrative and general ...............       425,146        344,082
   Delivery .................................       186,429        171,681
   Advertising and promotions ...............       233,420        226,819
   Depreciation and amortization ............       136,383        142,734
                                                -----------    -----------
                                                  1,793,246      1,666,880
                                                -----------    -----------

Operating loss ..............................       (86,781)       (13,749)
                                                -----------    -----------

Other income (expense)
   Interest income ..........................         7,527          7,501
   Interest expense .........................       (53,911)       (55,273)
                                                -----------    -----------
                                                    (46,384)       (47,772)
                                                -----------    -----------

Net loss before provision for income taxes ..      (133,165)       (61,521)

Provision for income taxes
   Current ..................................        46,000         21,000
   Deferred .................................          --             --
                                                -----------    -----------
                                                     46,000         21,000
                                                -----------    -----------

Net loss ....................................       (87,165)       (40,521)
                                                ===========    ===========

Basic and diluted loss per common share .....   $     (0.03)   $     (0.01)
                                                ===========    ===========

Weighted average number of shares outstanding     2,995,495      2,995,495
                                                ===========    ===========

                       See notes to financial statements.

                         ELDORADO ARTESIAN SPRINGS, INC.

                       Unaudited Statements of Cash Flows

                                                                                  Three Months Ended
                                                                                      June 30,
                                                                                ----------------------
                                                                                   2004        2003
                                                                                ---------    ---------
Cash flows from operating activities
   Net loss .................................................................   $ (87,165)   $ (40,521)
                                                                                ---------    ---------
   Adjustments to reconcile net loss to net cash used in operating activities
     Depreciation and amortization ..........................................     136,383      142,734
     Accrued interest on related party note receivable ......................      (7,500)      (7,500)
        Income tax receivable ...............................................     (45,696)        --
     Changes in certain assets and liabilities
       Accounts receivable ..................................................     (22,661)     (54,358)
       Inventories ..........................................................      24,616       16,454
       Prepaid expenses and other ...........................................      (1,661)       6,676
           Accounts payable .................................................      (4,105)      27,004
       Accrued expenses .....................................................    (135,639)     (87,430)
       Customer deposits ....................................................       7,763        8,554
       Income taxes payable .................................................        --        (21,000)
                                                                                ---------    ---------
                                                                                  (48,500)      31,134
                                                                                ---------    ---------
         Net cash used in operating activities ..............................    (135,665)      (9,387)
                                                                                ---------    ---------

Cash flows from investing activities
   Purchases of property and equipment ......................................     (39,219)    (119,521)
                                                                                ---------    ---------
         Net cash flows used in investing activities ........................     (39,219)    (119,521)
                                                                                ---------    ---------

Cash flows from financing activities
   Payments on long-term obligations ........................................     (74,583)     (78,044)
   Proceeds on line of credit ...............................................     200,000      100,000
                                                                                ---------    ---------
         Net cash flows provided by financing activities ....................     125,417       21,956
                                                                                ---------    ---------

Net decrease in cash ........................................................     (49,467)    (106,952)

Cash-- beginning of period ..................................................     153,639      149,154
                                                                                ---------    ---------

Cash-- end of period ........................................................   $ 104,172    $  42,202
                                                                                =========    =========

Supplemental disclosures of cash flow information:
     Cash paid for  interest  for the three  months ended June 30, 2004 and June
     30, 2003 was $53,911 and $55,273 respectively.

                       See notes to financial statements.

                         ELDORADO ARTESIAN SPRINGS, INC.

                     Notes to Unaudited Financial Statements

**Note 1 - Summary of Significant Accounting Policies**Interim Unaudited Financial Statements

The interim  financial  statements  are  unaudited  and reflect all  adjustments
(consisting only of normal recurring adjustments),  which are, in the opinion of
management,  necessary for a fair  presentation  of the  financial  position and
operating  results for the interim  periods.  The results of operations  for the
three months ended June 30, 2004 and 2003 are not necessarily  indicative of the
results  of the  entire  year.  The  financial  statements  included  herein are
presented in accordance with the requirements of Form 10-QSB and consequently do
not include all of the disclosures normally made in the registrant's annual Form
10-KSB filing. These financial statements should be read in conjunction with the
financial  statements  and notes thereto  contained in the Company's Form 10-KSB
for the year ended March 31, 2004.

Reclassifications

Certain amounts in the prior period financial  statements have been reclassified
to conform to the 2004 presentation.

**Note 2 - Stockholders' Equity**Stock Option Plan

On May 1, 2004,  the  Company  granted  22,500  options to  employees  under the
Company's  1997 Stock  Option Plan to purchase  common stock at $2.00 per share,
fair market value at the date of the grant.

**Note 3 - Related Party Transactions**

During the year ended March 31, 2002,  the Company  entered into an agreement to
sell certain parcels of real estate to two senior  executives of the Company for
a total of $900,000.  The Company  received cash from the sale of $500,000.  The
Company also provided 60 month carry back financing of $400,000 with interest at
7.5% due annually that has been recorded as notes  receivable  related party and
includes  $72,790 of accrued  interest at June 30, 2004.  The  collateral on the
notes receivable included a junior deed of trust on the properties and shares of
common  stock.  During the year ended  March 31,  2003,  the Board of  Directors
determined that the 250,000 shares of common stock of the Company was sufficient
collateral and released the junior deed of trust on the properties. During 2002,
the Company  recognized a gain on the real estate sales of $519,937 and deferred
an additional $357,544 of gain as required by the terms of the carry back note.

In July 2001,  when the Board of Directors  authorized the  aforementioned  real
estate transactions, the Company also authorized the sale of certain real estate
at the then fair value to another officer of the Company. Because of county land
use approval  processes and associated  delays, the officer's option to purchase
the real estate has been extended through September 26, 2007.

**Note 4 - Contingencies**Water Rights Contingency

When the Company purchased  mountain property in 1983,  included in the purchase
price were certain  water rights for  Eldorado  Springs.  These water rights are
relatively  junior to other water  rights in the South  Boulder  Creek and South
Platte Basins.  The Company has the right to  beneficially  use all of the water
that emanates from the springs in accordance with its water rights unless a more
senior rights holder makes a call on the water. A senior call might occur in the
winter or when  runoff is low and  insufficient  to meet the water needs of more
senior water users below Eldorado Springs. Because of Colorado's current drought
conditions,  the possibility of a senior call has increased. For many years, the
Company has enrolled its water  rights in a substitute  supply plan  approved by
the State  Engineer  which serves to protect the  Company's  water supply in the
event of a senior call.

As of January 1, 2003,  the State  Engineer is no longer  authorized  to approve
substitute  supply  plans of the nature in which the  Company is  enrolled.  The
Company has filed  applications  for an emergency  substitute  supply plan and a
temporary  supply plan to protect  its water  supply  pending the Water  Court's
review of an application for a permanent  augmentation plan. The Company is also
pursuing other possible supply sources for use in augmenting the stream flows as
a result of the Company's  withdrawals of water.  There is no assurance that any
of the applications or alternative arrangements being sought by the Company will
be approved. If the Company's  applications for substitute or temporary plans or
for a  permanent  augmentation  plan are not  approved  and a senior call on the
Company's  water supply is made,  this would result in a  significant  financial
impact on the  Company.  The  Company  will also incur  significant  expenses in
connection  with its efforts to obtain  approval of these plans. In the event of
the  approval  of a permanent  augmentation  plan,  the Company  will also incur
additional  expenses  associated with its required  purchase of additional water
rights.

In order to obtain the State  Engineer's  approval of a substitute  water supply
plan ("SWSP"),  the Company entered into a temporary  agreement with the City of
Louisville.  In that  agreement,  the City of  Louisville  agreed  not to oppose
approval of the SWSP through  October 31, 2004 provided that the Company pay the
City each  month at the rate of  $1,000.00  per  acre-foot  of water used by the
Company. The Agreement also provides that the Company and the City of Louisville
will try to work  out the  terms  of  long-term  water  service  agreement.  The
temporary  agreement was necessary  because during a portion of the time between
the middle of May and October 31 of this year,  the Company has been and will be
using  water  that  could  otherwise  be used by the  City  of  Louisville.  The
estimated monthly payment to the City of Louisville under this agreement will be
$2,500.00;  and the total payment for the entire period through October 31, 2004
will be approximately  $10,000.00.  After, October 31, 2004, the Company will be
using water under an Agreement with Farmers Reservoir and Irrigation  Company or
will operate under a long-term agreement with the City of Louisville.

                         ELDORADO ARTESIAN SPRINGS, INC.

**Item 2:  MANAGEMENT'S  DISCUSSION   AND  ANALYSIS  OF  FINANCIAL   CONDITION AND
         RESULTS OF OPERATIONS****Forward Looking Statements**

This filing contains certain  forward-looking  statements  within the meaning of
Section 27A of the  Securities  Act of 1933 and  Section  21E of the  Securities
Exchange  Act  of  1934  and  the  Company  intends  that  such  forward-looking
statements be subject to the safe harbors created thereby. These forward-looking
statements include the plans and objectives of management for future operations,
including  plans and  objectives  relating  to  services  offered  by and future
economic performance of the Company.

The forward-looking statements included herein are based on current expectations
that involve a number of risks and uncertainties that might adversely affect the
Company's  operating  results in the future in a  material  way.  Such risks and
uncertainties include but are not limited to the following: availability of debt
and equity financing, ability to purchase additional water rights, interest rate
fluctuations,  effects of regional  economic  and market  conditions,  labor and
marketing costs,  operating costs, packaging costs, intensity of competition and
legal claims.

**Overview**

Eldorado  Artesian  Springs,  Inc. is a Colorado based company that is primarily
involved in the bottling and marketing of natural  artesian  spring  water.  The
spring is  located in the  foothills  of the  Colorado  Rocky  Mountains  and is
surrounded  by thousands  of acres of state and city park land,  assuring a well
protected source.  The water rises up through many layers of sandstone under its
own  artesian  pressure.   Currently,   Eldorado's  operations  consist  of  its
home/commercial  delivery  business  (5  and  3  gallon  bottles)  and  the  PET
(polyethylene   terephtalate,   a  premium  clear  plastic  container)  consumer
business.  The  Company  also owns and  operates a public  swimming  pool on its
property  during  the  summer  months  and  rents  a  single-family  home on the
property.

The Company has  experienced  growth in the most recent years that  necessitated
the need for  additional  office,  warehouse and bottling  space.  In January of
2001, the Company began  construction of a new facility in Louisville,  Colorado
about 10 miles from Eldorado  Springs.  The new facility  consists of a total of
approximately  38,000 square feet. The building was completed in August 2001 and
the Company  began to operate on a limited basis out of the new location at that
time. The Company  initially moved all office  personnel to the new offices.  In
addition,  the delivery  trucks also began operating out of the new facility and
the  products  were  transported  between  Eldorado  and  the  new  location  in
Louisville.  By December 2001, the Company moved all of the bottling  lines.  At
this time,  the water is  transported  to the new  facility in  stainless  steel
tanker  trucks.  Once at the bottling plant the water is then  transferred  into
stainless steel holding tanks until it is used for bottling.

**Results of Operations***Overview - Recent Trends*

Net loss for the Company has  increased for the three months ended June 30, 2004
compared to the same period ended June 30, 2003. Much of the decline in net loss
has  been  due  to  an  increase  in  general   and   administrative   expenses.
Specifically,  the Company has experienced  increases in insurance costs as well
as property tax expenses.  The downturn of the economy has had a negative effect
on sales of the PET package sizes. Increased competition in the PET category has
made  it  more  difficult  for the  Company  to  increase  sales  in the  retail
environment.

While changes in the economy have affected revenue increases and net income, the
Company  has not changed  current  objectives  of growing  sales in the home and
office delivery as well as the PET packages.

*Revenues*

Revenues for the three months  ended June 30, 2004 were  $1,989,219  compared to
$1,982,897 for the same period ended June 30, 2003, an increase of 0.3%.

Five and three gallon product sales  increased  slightly from $1,150,316 for the
fiscal period ending June 30, 2003 to $1,151,558,  an increase of $1,242 or 0.1%
for the three months  ended June 30, 2004  compared to the same period of fiscal
2003.  Five and three gallon product sales account for 57.8% of revenues.  There
was only a slight  change  in the  number  of active  accounts  indicating  that
customers  were  consuming  less water per account  during first three months of
fiscal  2005  compared  to the same  three  months  of  fiscal  2004.  Rental of
equipment  used in the home and  office  delivery  decreased  3.7% for the three
months ended June 30, 2004.

Sales of the  one-gallon  products were 11.2% of sales or $222,505 for the three
months June 30, 2004 compared to $166,810 for the same period of fiscal 2004, an
increase of 33.4%.  The  increase in the sales of the  one-gallon  products is a
result of the  increased  promotions  in many of the retail stores for this size
product.

Sales of the PET products (.5 liter,  24oz and 1 liter sizes) decreased  $52,822
from $428,880 for the three months ended June 30, 2003 to $376,058 for the three
months  ended June 30, 2004, a decrease of 12.3%.  PET  products  accounted  for
18.9% of revenues  for the three  months  ended June 30,  2004.  The decrease in
sales  of the PET  products  is due to the  increased  competition  from  larger
companies with more substantial budgets for use in the retail markets.

*Cost of Goods Sold and Gross Profit*

For the  three  months  ended  June 30,  2004  cost of goods  sold was  $282,754
compared to $329,766 for the same period ended June 30,  2003.  Resulting  gross
profit was 85.8% of revenues for the three  months ended June 30, 2004  compared
with a gross  profit of 83.4% for the three  months  ended  June 30,  2003.  The
decrease in cost of goods sold and the resulting increase in gross profit is due
to the  change in the  product  mix being sold as well as  decreases  in cost of
certain raw materials.

*Operating Expenses*

Total operating expenses for the three months ended June 30, 2004 increased 7.6%
to $1,793,246 from $1,666,880 for the same period of fiscal 2003.

*Salaries and Related Expenses*

Salaries and related expenses increased 3.9% for the three months ended June 30,
2004.  Salaries  and related  expenses  were  $811,868 or 40.8% of sales for the
three months ended June 30, 2004  compared to $781,564 or 39.4% of sales for the
same period ended June 30, 2003.  The increase in salaries and related  expenses
is due to the increase in wages  involved in obtaining and  maintaining  new and
existing customers.

*General and Administrative Expenses*

General and  administrative  expenses  for the three  months ended June 30, 2004
increased  23.6% to $425,146  from  $344,082  for the same period ended June 30,
2003.  The  increase  in  general  and  administrative  expenses  is  due  to  a
combination of increases in insurance,  bad debts, property taxes and consulting
fees associated with the property in Eldorado Springs and water rights. Combined
these  costs  account  for  about  60%  of  the  increase  in  the  general  and
administrative expense category.

*Advertising and Promotions*

For the three months ended June 30, 2004  advertising and  promotional  expenses
were  $233,420 or 11.7% of sales  compared to $226,819 or 11.4% of sales for the
three  months ended June 30, 2003 an increase of 2.9%.  Management  expects that
advertising  and  promotional  expenses will remain at the  historical  level of
approximately  10% of  annual  sales in order to  continue  to  increase  market
penetration and brand awareness.

*Delivery Expenses*

Delivery  expenses  increased  8.6% to  $186,429  or 9.4% of sales for the three
months  ended June 30,  2004  compared to $171,681 or 8.7% of sales for the same
period  ended June 30, 2003.  Delivery  costs  fluctuate  due to the increase in
revenues and the costs  associated  with the  operation of  additional  delivery
vehicles  including  insurance,   service,  and  operational  expenses.   Recent
increases  in fuel  expenses  have  contributed  to the  increase  in the  total
delivery expenses.

*Depreciation and Amortization*

Depreciation and amortization decreased 4.4% for the three months ended June 30,
2004. Depreciation and amortization expenses for the three months ended June 30,
2004 were 6.9% of sales  compared  to 7.2% of sales for the three  months  ended
June 30, 2003.

*Interest Expense*

Interest  expense for the three  months  ended June 30, 2004  decreased  2.5% to
$53,911 from $55,273 for the three months ended June 30, 2003. This decrease was
due to lower principal balances on the notes outstanding.

*Net Loss*

Eldorado's  net loss for the  first  three  months of  fiscal  2004 was  $87,165
compared to a net loss of $40,521 for the three months ended June 30, 2003.

**Liquidity and Capital Resources**

Trade accounts  receivable for the three months ended June 30, 2004 were 3% more
than at the year ended March 31, 2004. Days sales  outstanding was approximately
37 days at June 30, 2004 versus approximately 41 days at June 30, 2003.

Cash flow used by  operating  activities  had a net outflow of $135,665  for the
three  months  ended June 30, 2004 as compared to cash outflow of $9,387 for the
three months  ended June 30,  2003, a decrease of $126,278.  The increase in the
net  outflow  from  operating  activities  was a result of  increase in net loss
during the three  months ended June 30,  2004.  In addition,  the company had an
increase in cash outflow due to the decrease in accrued expenses and increase in
prepaid  expenses for the three months ended June 30, 2004  compared to the same
period ended June 30, 2003.

Cash  flow  used in  investing  activities  for the  purchase  of  property  and
equipment  resulted in a net outflow of $39,219 for the three  months ended June
30, 2004  compared to a net outflow of $119,521  for the same period  ended June
30, 2003.

Cash flow provided by financing activities resulted in a cash inflow of $125,417
for the three months ended June 30, 2004. The Company received  proceeds from an
available  line of credit  for  $200,000.  The  Company  also made  payments  on
long-term  obligations  totaling $74,583. The Company's cash balance at June 30,
2004 decreased by $49,467 from March 31, 2004.

The Company has a line of credit with Affiliated National Bank for $500,000. The
line of credit is due for renewal in August  2004.  The Company is  currently in
the process of renewing the line of credit and  management  believes the line of
credit  will be  renewed.  The Company  has no other  material  commitments  for
capital expenditures.

On May 19, 1998,  the Company  registered  875,000 shares of common stock of the
Company  pursuant to the 1997 stock option plan. The plan provides for the grant
of stock options to employees,  directors and consultants of the Company.  As of
June 30, 2004,  612,000  options were  outstanding,  of which  568,500 are fully
vested.  All of the options were granted at an option price representing 100% of
the fair  market  value on the date of the grant as  determined  by the Board of
Directors.

When the Company purchased  mountain property in 1983,  included in the purchase
price were certain  water rights for  Eldorado  Springs.  These water rights are
relatively  junior to other water  rights in the South  Boulder  Creek and South
Platte Basins.  The Company has the right to  beneficially  use all of the water
that emanates from the springs in accordance with its water rights unless a more
senior rights holder makes a call on the water. A senior call might occur in the
winter or when  runoff is low and  insufficient  to meet the water needs of more
senior water users below Eldorado Springs. Because of Colorado's current drought
conditions,  the possibility of a senior call has increased. For many years, the
Company has enrolled its water  rights in a substitute  supply plan  approved by
the State  Engineer  which serves to protect the  Company's  water supply in the
event of a senior call.

As of January 1, 2003,  the State  Engineer is no longer  authorized  to approve
substitute  supply  plans of the nature in which the  Company is  enrolled.  The
Company has filed  applications  for an emergency  substitute  supply plan and a
temporary  supply plan to protect  its water  supply  pending the Water  Court's
review of an application for a permanent  augmentation plan. The Company is also
pursuing other possible supply sources for use in augmenting the stream flows as
a result of the Company's  withdrawals of water.  There is no assurance that any
of the applications or alternative arrangements being sought by the Company will
be approved. If the Company's  applications for substitute or temporary plans or
for a  permanent  augmentation  plan are not  approved  and a senior call on the
Company's  water supply is made,  this would result in a  significant  financial
impact on the  Company.  The  Company  will also incur  significant  expenses in
connection  with its efforts to obtain  approval of these plans. In the event of
the  approval  of a permanent  augmentation  plan,  the Company  will also incur
additional  expenses  associated with its required  purchase of additional water
rights.

In order to obtain the State  Engineer's  approval of a substitute  water supply
plan ("SWSP"),  the Company entered into a temporary  agreement with the City of
Louisville.  In that  agreement,  the City of  Louisville  agreed  not to oppose
approval of the SWSP through  October 31, 2004 provided that the Company pay the
City each  month at the rate of  $1000.00  per  acre-foot  of water  used by the
Company. The Agreement also provides that the Company and the City of Louisville
will try to work  out the  terms  of  long-term  water  service  agreement.  The
temporary  agreement was necessary  because during a portion of the time between
the middle of May and October 31 of this year,  the Company has been and will be
using  water  that  could  otherwise  be used by the  City  of  Louisville.  The
estimated monthly payment to the City of Louisville under this agreement will be
$2500.00;  and the total payment for the entire period through  October 31, 2004
will be approximately  $10,000.00.  After, October 31, 2004, the Company will be
using water under an Agreement with Farmers Reservoir and Irrigation  Company or
will operate under a long-term agreement with the City of Louisville.

**Item 3: CONTROLS AND PROCEDURES**

(a) Evaluation of Disclosure  Controls and  Procedures.  The Company,  under the
supervision  of the chief  executive  and  financial  officer,  has conducted an
evaluation  of the  effectiveness  of the design and  operation of the Company's
disclosure  controls and  procedures as of the end of the period covered in this
quarterly  report.  Based  upon the  results  of this  evaluation,  the  Company
believes that it maintains  adequate  procedures  for  gathering,  analyzing and
disclosing all material information relating to the Company in a timely fashion.
There have been no significant  changes in the Company's controls  subsequent to
the evaluation date.

(b)  Changes in Internal  Controls.  There were not  significant  changes in our
     internal  controls  or,  to our  knowledge,  in other  factors  that  could
     significantly  affect our disclosure controls and procedures  subsequent to
     the date of their evaluation.

**PART II-- OTHER INFORMATION**Item 1.  Legal Proceedings

     No legal  proceedings  have been filed on behalf of or against the Company,
     nor have any claims been made.

Item 2.  Changes in Securities

None

Item 3.   Defaults Upon Senior Securities

There have been no defaults on any  securities.  The Company has no  obligations
with regard to dividends and no preferred stock outstanding.

Item 4.  Submission of Matters to a Vote of the Security Holders

None

Item 5.  Other Information

None

Item 6.  Exhibits and Reports on Form 8-K

(a) Exhibits

         31.1     Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
                  Pursuant to Section 302 of The Sarbanes-Oxley Act of
                  2002 by Chief Executive Officer

         31.2     Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
                  Pursuant to Section 302 of The Sarbanes-Oxley Act of
                  2002 by Chief Financial Officer

         32.1     Certification Of Periodic Report Pursuant to Section 906 of
                  the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
                  by Chief Executive Officer

         32.2     Certification Of Periodic Report Pursuant to Section 906 of
                  the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350
                  by Chief Financial Officer

(b) Reports on Form 8-K

     No reports on Form 8-K were filed  during the quarter for which this report
     is filed.

                                   SIGNATURES

     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 thereunto duly authorized.

ELDORADO ARTESIAN SPRINGS, INC.

By: /s/  Douglas Larson
    -------------------
Douglas Larson, President

By: /s/  Cathleen Shoenfeld
    -----------------------
Cathleen Shoenfeld, Chief Financial Officer

                         ELDORADO ARTESIAN SPRINGS, INC.

                         Quarterly Report on Form 10-QSB
                       for the Quarter Ended June 30, 2004
                             Exhibits Filed Herewith

Exhibit
Number                                    Description
--------                                  -----------

31.1     Certification of Chief Executive Officer pursuant to Section 302 of the
            Sarbanes-Oxley act of 2002.

31.2     Certification of Chief Financial Officer pursuant to Section 302 of the
            Sarbanes-Oxley act of 2002.

32.1     Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350,
            as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2     Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
            as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
```