Exhibit 14**PURE CYCLE CORPORATION****CODE OF BUSINESS CONDUCT AND ETHICS**As amended August 2, 2007* * * * *Pure Cycle Corporation (the “Company”) is adopting this Code of Business Conduct and Ethics(the “Code”) to formalize the Company’s continuing expectations regarding ethical conduct. ThisCode applies to the directors, officers and employees of the Company and each of its subsidiaries.This Code is intended to satisfy the requirements of Section 406 of the Sarbanes-Oxley Act of2002 regarding the adoption of a code of ethics for senior officers and the Nasdaq Stock Marketlisting standards regarding the adoption of a code of conduct for directors, officers andemployees.**Honest and Ethical Conduct**The Company is committed to conducting its business in accordance with the highest ethicalprinciples. Each director, officer and employee is expected to conduct his or her affairs withuncompromising honesty and integrity. Specifically, each director, officer and employee must: (i) Adhere to a high standard of honesty and integrity and not seekcompetitive advantage through unlawful or unethical business practices.  (ii) Become familiar with, and conduct the Company’s business incompliance with, applicable governmental laws, rules, and regulations.  (iii) Treat all customers and suppliers honestly.  (iv) Promote equal opportunity for all employees while providing awork environment free of any form of discrimination.  (v) Safeguard and properly use the Company’s proprietaryinformation assets and other resources.  (vi) Maintain confidentiality of nonpublic information and not acton such information for personal gain.  (vii) Maintain the skills necessary and relevant to serve theCompany’s needs.  (viii) Achieve responsible use of and control over all assets and resources employedby or entrusted to each such person.  (ix) Promptly report to the Audit Committee any violation of this Code.
 

 
**Conflicts of Interest**Each director, officer and employee has an obligation to act in the best interests of theCompany and is expected to avoid engaging in activities that create an actual or apparent conflictbetween their personal interests and the interests of the Company. A conflict of interest mayarise when a director, officer or employee takes an action or has a personal interest that mayadversely influence his or her objectivity or the exercise of sound, ethical business judgment.The following situations are examples of conflict of interest situations:(a) Owning or holding a substantial financial interest in a company which hasmaterial business dealings with the Company or which engages in any significantfield of activity engaged in by the Company.(b) Acting as a director or officer for any business enterprise with which theCompany has a competitive or significant business relationship, unless so requestedor approved by the Company.(c) Accepting gifts, payments, or services of significant value from those seekingto do business with the Company.(d) Knowingly competing with the Company in the purchase or sale of property ordiverting from the Company a business opportunity in which the Company has or islikely to have an interest.(e) Placing of Company business with a firm owned or controlled by a Companyemployee, officer or director without the prior specific approval of the Board.It is the Company’s policy that actual or apparent conflicts of interest are to be avoided ifpossible and must be fully disclosed to the full board of directors. Any material transaction orrelationship involving a potential conflict of interest must be approved in advance by the board.In addition, each “related party transaction” of the Company must be reviewed and approved by theAudit Committee. For these purposes, a “related party transaction” shall be defined as set forthin the Audit Committee Charter.**Disclosure**The Company’s public filings, including its filings with the SEC, must be full, fair,accurate, timely, and understandable. Depending on his or her position with the Company, anydirector, officer or employee may be called upon from time to time to provide information necessaryto achieve this objective. The Company expects each director, officer and employee to take thisresponsibility very seriously and to provide full, fair, and accurate information upon request in atimely and understandable manner.Each director, officer and employee must promptly bring to the attention of the Company’sAudit Committee any material information of which that individual has becomeaware that affects the disclosures made by the Company in its public filings or otherwise, and tootherwise assist the Audit Committee in fulfilling its responsibilities.
 
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In addition, each director, officer and employee must promptly bring to the attention of theAudit Committee any information that the individual may have concerning (a) deficiencies in thedesign or operation of the Company’s internal controls which could materially affect the Company’sability to record, process, summarize, and report financial data or (b) any fraud, whether or notmaterial, that involves any officer, or that involves an employee who has a significant role in theCompany’s financial reporting, disclosures, or internal controls.**Compliance with Laws**The Company has always required that all of its employees conduct the Company’s operations inaccordance with all applicable governmental laws, rules and regulations. Each director, officerand employee has the obligation to understand those laws, rules and regulations that apply to themin the performance of their jobs and to take such steps as are necessary to ensure that theCompany’s operations with which they are involved are conducted in conformity with those laws. Thefailure of a director, officer or employee to strictly adhere to the letter and the spirit of thelaw could result in both personal and corporate criminal liability.**Reporting and Accountability**Each director, officer and employee is personally accountable for his or her adherence to isCode. Any violation of the Code must be promptly reported to the Audit Committee. The chairman ofthe Audit Committee may be reached as follows:Audit Committee Chairperson