PURE CYCLE CORP — Director's Dealing 2004

Jun 28, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PURE CYCLE CORP (PCYL)
CIK: 0000276720
Period of Report: 2004-06-24

Reporting Person: MIDDLEMAS GEROGE M (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-06-24	Common Stock	M	100000	$1.8	Acquired	133333	Direct
2004-06-24	Common Stock	S	100000	$9	Disposed	33333	Direct
2004-06-24	Common Stock	S	484210	$9	Disposed	147282	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-06-24	Stock Option	$1.8	M	100000	Disposed	2007-08-30	Common Stock (100000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Series A-1 Preferred Stock	408000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Purcase Warrant	$1.8	2007-08-30	Common Stock (850620)	850620	Indirect

Footnotes

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

F2: These securities were acquired at various times in 1991, 1996, and 1997.