FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
HARDING MARK W
   2. Issuer Name and Ticker or Trading Symbol
PURE CYCLE CORP [pcyo] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President
(Last)
(First)
(Middle)
8451 DELAWARE STREET		 3. Date of Earliest Transaction (Month/Day/Year)
04/26/2007
(Street)

THORNTON, CO 80260		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common stock 04/26/2007   M   370,002 A $ 1.80 720,714 D  
Common stock 04/26/2007   F   87,632 D $ 7.60 633,082 D  
Common stock 04/26/2007   G   65,839 D $ 0 567,243 D  
Common stock 04/26/2007   G   65,839 A $ 0 633,082 I (1) By LLLP (1)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-qualified stock option $ 1.80 04/26/2007   M     370,002 04/09/2001 08/30/2007 Common stock 370,002 $ 0 144,161 D  
Non-qualified stock option $ 1.80 04/26/2007   G     144,161 04/09/2001 08/30/2007 Common stock 144,161 $ 0 0 D  
Non-qualified stock option $ 1.80 04/26/2007   G   144,161   04/09/2001 08/30/2007 Common stock 144,161 $ 0 144,161 I (1) By LLLP (1)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HARDING MARK W
8451 DELAWARE STREET
THORNTON, CO 80260		   X     President  

Signatures

 Mark. W. Harding   04/26/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) For estate planning purposes, Mr. Harding gifted 65,839 shares of Pure Cycle common stock and his options to acquire an additional 144,161 shares of common stock to a limited liability limited partnership of which he is the sole general partner and he and his wife are the only limited partners.

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