PURE CYCLE CORP — Director's Dealing 2005

Jan 20, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PURE CYCLE CORP (PCYO)
CIK: 0000276720
Period of Report: 2005-01-13

Reporting Person: CLARK THOMAS P (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-01-13	Common stock	J	300000	$8.05	Acquired	2440216	Direct

Footnotes

F1: Effective August 31, 2004 the Company entered into the Settlement Agreement with LCH, Inc. (a party related to Mr. Clark). Under the Settlement Agreement, LCH released the Company from its obligations under the LCH Agreement (more fully described in the Company's Annual Report on Form 10KSB for the year ended August 31, 2004) in consideration of Mr. Clark surrendering 306,279 shares of common stock (which were pledged as collateral against notes payable to LCH), and the Company repaying $950,000 of notes payable to LCH. The 306,279 shares were designated to repay $1,557,110 of accrued interest payable to LCH and to acquire $4.0 million of contingent obligations payable to LCH under the LCH Agreement. To return Mr. Clark to his original position, on January 13, 2005 the Company paid Mr. Clark $50,555 in cash and issued him 300,000 shares of restricted common stock (totaling $2,465,555, the same consideration Mr. clark surrendered to LCH).