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 *
MIDDLEMAS GEROGE M
   2. Issuer Name and Ticker or Trading Symbol
PURE CYCLE CORP [PYCO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
225 W. WASHINGTON SUITE 1500		 3. Date of Earliest Transaction (Month/Day/Year)
08/31/2004
(Street)

CHICAGO, IL 60606		 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 (2) 08/31/2004   X   850,620 A $ 1.8 997,902 I See Footnote (1)
Common Stock (2) 08/31/2004   S   188,795 D $ 8.11 809,107 I See Footnote (1)
Common Stock (2) 08/31/2004   C   226,666 A (3) 1,035,773 I See Footnote (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
Common Stock Purchase Warrants (2) $ 1.8 08/31/2004   X     850,620 07/28/1997(4) 09/30/2007 Common Stock 850,620 $ 0 0 I See Footnote (1)
Series A-1 Preferred Stock (2) (3) 08/31/2004   C     40,800   (5)   (5) Common Stock 226,666 $ 0 0 I See Footnote (1)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MIDDLEMAS GEROGE M
225 W. WASHINGTON SUITE 1500
CHICAGO, IL 60606		   X      

Signatures

 /s/George M. Middlemas   09/13/2004
**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) 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.
(2) 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.
(3) The 40,800 shares of Series A-1 Preferred Shares were converted into 226,666 Common Shares. No additional consideration was paid on conversion.
(4) These securities were acquired at various times in 1991, 1996 and 1997.
(5) Immediately exercisable with no expiration date.

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