PURE CYCLE CORP — Director's Dealing 2004

Sep 13, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PURE CYCLE CORP (PYCO)
CIK: 0000276720
Period of Report: 2004-08-31

Reporting Person: MIDDLEMAS GEROGE M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-08-31	Common Stock	X	850620	$1.80	Acquired	997902	Indirect
2004-08-31	Common Stock	S	188795	$8.11	Disposed	809107	Indirect
2004-08-31	Common Stock	C	226666	—	Acquired	1035773	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-08-31	Common Stock Purchase Warrants	$1.80	X	850620	Disposed	2007-09-30	Common Stock (850620)	Indirect
2004-08-31	Series A-1 Preferred Stock	$	C	40800	Disposed		Common Stock (226666)	Indirect

Footnotes

F1: These securities are directly owned by Apex Investment Fund II, L.P. ("Apex II"). The Reporting Person is a general partner
of the sole general partner of Apex II. The Reporting Person disclaims beneficial ownership of all securities owned by Apex
II except to the extent of his proportionate pecuniary interests therein.

F2: The warrants were exercised pursuant to a net exercise provision in the warrant agreement under which Pure Cycle withheld
188,795 shares in payment of the exercise price.

F3: The 40,800 shares of Series A-1 Preferred Shares were converted into 226,666 Common Shares. No additional consideration was
paid on conversion.

F4: These securities were acquired at various times in 1991, 1996 and 1997.

F5: Immediately exercisable with no expiration date.