<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>3
<FILENAME>doc3.txt
<DESCRIPTION>EXHIBIT 3.1
<TEXT>
                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                             PURE CYCLE CORPORATION



                         PURSUANT TO SECTION 245 OF THE

                        DELAWARE GENERAL CORPORATION LAW





     Pure  Cycle  Corporation  (the  "Corporation"), a corporation organized and
existing  under  and  by  virtue  of the General Corporation Law of the State of
Delaware,  DOES  HEREBY  CERTIFY:

     1.  That  the  present  name  of the Corporation is Pure Cycle Corporation.

     2.  That  the Certificate of Incorporation (as amended, the "Certificate of
Incorporation")  of  the  Corporation  was originally filed in the office of the
Secretary  of  State  of  the  State  of  Delaware  on  April  1,  1976.

     3.  That the text of the Certificate of Incorporation is hereby amended and
restated, effective at 8:00 a.m. Eastern time, on April 26, 2004, to read in its
entirety  as  follows:

                                    ARTICLE I

                                      NAME
                                      ----

     The  name  of  the  corporation  is  Pure  Cycle  Corporation.

                                   ARTICLE II

                           REGISTERED AGENT AND OFFICE
                           ---------------------------

     The  registered  agent  of the corporation shall be The Company Corporation
and its office is located at 1300 Market Street, Wilmington, Delaware 19801, New
Castle  County.

                                   ARTICLE III

                                    PURPOSES
                                    --------

     The  purpose  of the corporation is to engage in any lawful act or activity
for  which  corporations  may  be organized under the General Corporation Law of
Delaware.


<PAGE>
                                   ARTICLE IV

                                  CAPITAL STOCK
                                  -------------

     Section 1.     Authorized Shares.  The number of shares of capital stock of
                    -----------------
all  classes  which the Corporation shall have authority to issue is two hundred
fifty  million  (250,000,000)  shares,  of which two hundred twenty-five million
(225,000,000)  shares  shall  be of a class designated as "common stock," with a
par  value of one-third of one cent ($.00333) per share, and twenty-five million
(25,000,000)  shares shall be of a class designated as "Preferred Stock," with a
par  value  of  one-tenth  of  one  cent  ($.001)  per  share.

     Effective  at  8:00  a.m.,  Eastern Time, on April 26, 2004 (the "Effective
Time"), each 10 shares of Common Stock of the Corporation issued and outstanding
immediately  prior  to  the  Effective  Time  (the  "Old Common Stock") shall be
automatically reclassified as and combined into, without any further action, one
(1)  fully-paid and nonassessable share of the same class of Common Stock of the
Corporation, par value one-third of one cent ($.00333) (the "New Common Stock"),
provided that no fractional shares shall be issued to any holder of less than 10
shares  of  Old  Common  Stock  immediately  before the Effective Time, and that
instead of issuing such fractional shares, the Corporation shall pay in cash the
fair value of fractions of a share as of the time when those entitled to receive
such  fractions  are  determined.

     Section  2.     Designations, Powers and Preferences.  The designations and
                     ------------------------------------
the  powers,  preferences  and  rights,  and  the qualifications, limitations or
restrictions  of  the  shares  of  each  class  of  stock  are  as  follows:


          A.     Common  Stock.  Except  for  and  subject to those preferences,
                 -------------
rights,  and privileges expressly granted to the holders of Preferred Stock, and
except  as  may be provided by the laws of the State of Delaware, the holders of
Common  Stock  shall  have  exclusively  all  rights  of  stockholders  of  the
Corporation,  including,  but not by way of limitation, (i) the right to receive
dividends, when and as declared by the Board of Directors out of assets lawfully
available  therefor, (ii) the right to vote for the election of directors and on
all other matters requiring stockholder action, each share being entitled to one
vote,  and (iii) in the event of any distribution of assets upon the dissolution
and liquidation of the Corporation, the right to receive ratably and equally all
of  the  assets of the Corporation remaining after the payment to the holders of
Preferred  Stock  of  the  specific  amounts, if any, which they are entitled to
receive  as  may  be  provided  herein  or  pursuant  hereto.

          B.     Preferred  Stock.  Shares  of  Preferred Stock may be issued in
                 ----------------
one  or  more  series  at  such  time  or  times  as  the Board of Directors may
determine.  All  shares  of  any one series of Preferred Stock shall be of equal
rank  and  identical in all respects except as to the dates from and after which
dividends  thereon  shall  cumulate,  if  cumulative.  The  number of authorized
shares  of Preferred Stock may be increased or decreased by the affirmative vote
of  a  majority  of  the  stock  of the Corporation entitled to vote without the
separate  vote  of  holders  of  Preferred  Stock  as  a  class.  Subject to the
limitations hereof and the limitations prescribed by law, the Board of Directors
is  expressly  authorized to fix from time to time, by resolution or resolutions
adopted  prior  to  the  issuance  of and providing for the establishment and/or
issuance  of  any  series of Preferred Stock, the designation of such series and
the  powers,  preferences,  and  rights  of  such


                                      -2-
<PAGE>
series,  and  the  qualifications,  limitations  or  restrictions  thereof.  The
authority  of  the  Board  of  Directors  with respect to each such series shall
include,  but  shall  not  be  limited  to,  determination  of  the  following:

               (i)     The  distinctive  serial designation and number of shares
comprising  each  such  series  (provided  that  the  aggregate number of shares
constituting  all series of Preferred Stock shall not exceed twenty-five million
(25,000,000)), which number may (except where otherwise provided by the Board of
Directors  in creating such series) be increased or decreased (but not below the
number of shares of such series then outstanding) from time to time by action of
the  Board  of  Directors;

               (ii)     The  rate  of  dividends,  if any, on the shares of that
series,  whether  dividends  shall  be  non-cumulative, cumulative to the extent
earned  or  cumulative  (and,  if cumulative, from which date or dates), whether
dividends  shall  be  payable  in cash, property, or rights, or in shares of the
Corporation's  capital  stock,  and the relative priority, if any, of payment of
dividends  on  shares  of  that  series  over  shares  of  any  other  series;

               (iii)     Whether  the  shares of that series shall be redeemable
and,  if  so, the terms and conditions of such redemption, including the date or
dates  upon or after which they shall be redeemable, the event or events upon or
after  which  they  shall  be  redeemable  or  at  whose  option  they  shall be
redeemable, and the amount per share payable in case of redemption (which amount
may  vary  under  different conditions and at different redemption dates) or the
property  or  rights,  including securities of any other corporation, payable in
case  of  redemption;

               (iv)     Whether  that  series  shall have a sinking fund for the
redemption  or  purchase  of  shares  of  that  series and, if so, the terms and
amounts  payable  into  such  sinking  fund;

               (v)     The  rights  to  which  the holders of the shares of that
series  shall  be entitled in the event of voluntary or involuntary liquidation,
dissolution  or  winding-up  of  the  Corporation,  and  the  relative rights of
priority,  if  any,  of  payment  of  shares  of  that series in any such event;

               (vi)     Whether  the  shares of that series shall be convertible
into  or exchangeable for shares of stock of any other class or any other series
and,  if  so, the terms and conditions of such conversion or exchange, including
the  rate  or  rates  of conversion or exchange, the date or dates upon or after
which they shall be convertible or exchangeable or at whose option they shall be
convertible  or  exchangeable, and the method, if any, of adjusting the rates of
conversion  or  exchange  in  the  event  of  a  stock  split,  stock  dividend,
combination  of  shares  or  similar  event;

               (vii)     Whether  the  issuance of any additional shares of such
series  shall  be  subject  to  restrictions, or whether any shares of any other
series  shall  be  subject  to restrictions as to issuance, or as to the powers,
preferences  or  rights  of  any  such  other  series;

               (viii)     Voting  rights, if any, including, without limitation,
the  authority to confer multiple votes per share, voting rights as to specified
matters  or  issues  or,  subject  to  the


                                      -3-
<PAGE>
provisions  of  this Certificate of Incorporation, voting rights to be exercised
either together with holders of Common Stock as a single class, or independently
as  a  separate  class;  and

               (ix)     Any  other  preferences,  privileges  and  powers  and
relative,  participating,  optional  or other special rights and qualifications,
limitations  or  restrictions of such series, as the Board of Directors may deem
advisable  and  as  shall  not  be  inconsistent  with  the  provisions  of this
Certificate  of  Incorporation and to the full extent now or hereafter permitted
by  the  laws  of  the  State  of  Delaware.

          C.     Series  A-1  Convertible  Preferred  Stock.
                 ------------------------------------------

               (i)     Number  of  Shares  and Designation.  1,600,000 shares of
                       -----------------------------------
the  Preferred Stock, $.001 par value, of the Corporation are hereby constituted
as  a  series  of  the  Preferred  Stock  designated  as  Series A-1 Convertible
Preferred  Stock  (the  "Series  A-1  Preferred  Stock").

               (ii)     Liquidation.
                        -----------

                    1.     Upon  any  liquidation,  dissolution or winding up of
the Corporation, whether voluntary or involuntary, the holders of the Series A-1
Preferred  Stock will be entitled to be paid, before any distribution or payment
is made upon any other equity securities of the Corporation, the amount of $2.00
per  share  less an amount equal to all dividends paid thereon (the "Liquidation
Value");  provided,  however,  that such preference on liquidation shall only be
paid  from  the  Export  Water  or  the proceeds of a disposition of such asset.

                    2.     In  addition  to  the preference provided for in this
Section  (ii),  upon  any  liquidation,  dissolution  or  winding  up  of  the
Corporation,  whether  voluntary  or  involuntary  the holders of the Series A-1
Preferred Stock will be entitled to share in any distribution or payment made to
the  holders  of  Common Stock, whether from the Export Water or otherwise, on a
pro  rata  basis  with  the  holders  of  the Common Stock determined as if such
holders  had converted their Series A-1 Preferred Stock to Common Stock pursuant
to  Section  (iv)  hereof  immediately prior to such liquidation, dissolution or
winding  up.

                    3.     The  Corporation  will  mail  written  notice  of any
distribution in connection with such liquidation, dissolution or winding up, not
less  than  60  days  prior  to  the payment date stated therein, to each record
holder  of  Series  A-1 Preferred Stock.  Neither the consolidation or merger of
the Corporation into or with any other corporation or corporations, nor the sale
or  transfer  by  the  Corporation  of  all  or  any part of its assets, nor the
reduction  of  the  capital  stock  of  the  Corporation, will be deemed to be a
liquidation,  dissolution or winding up of the Corporation within the meaning of
this  Section  (ii).

               (iii)     Dividends.
                         ---------

                    1.     General  Obligations.  The  holders of the Series A-1
                           --------------------
Preferred  Stock  shall  be  entitled to receive cash dividends, as set forth in
this  Section  (iii)  or  when  and as declared by the board of directors out of
funds  legally  available for such purpose in a total amount of $2.00 per share,
and  no  more.  Each share of Series A-1 Preferred Stock shall earn and accrue a
dividend  only  if  and when Gross Proceeds, after payment of royalties pursuant


                                      -4-
<PAGE>
to  the  Amended  and  Restated  Lease, are received from the marketing, sale or
other  disposition  of  the  Export  Water  by  Inco Securities Corporation, the
Corporation  or  the  Export  Water Contractor in the amounts set forth below (a
"Qualifying  Rangeview  Sale"):

          Series               Proceeds  Required
          ------               ------------------

          Series  A-1          $23,036,233  to  $32,026,232

Such  dividend  shall  be  paid upon completion of any Qualifying Rangeview Sale
unless  payment  is  prohibited  by Delaware law.  The holders of the Series A-1
Preferred  Stock  shall  be  entitled  to  35.6% of that portion of the proceeds
between  $23,036,233  and $32,026,232 from a Qualifying Rangeview Sale up to the
total  amount  of  $3,200,000  ($2.00 per share).  No dividends shall be paid on
Common Stock unless all dividends accrued on the Series A-1 Preferred Stock have
been  paid.


                    2.     Distribution  of Partial Dividend Payment.  If at any
                           -----------------------------------------
time  less  than  the total amount of dividends have accrued with respect to the
Series  A-1  Preferred Stock, any such payment will be distributed ratably among
the  holders  of  the Series A-1 Preferred Stock based upon the number of shares
held  by  such  holders.

                    3.     Cessation of Dividend Earnings.  Once the Corporation
                           ------------------------------
sells,  transfers  or  otherwise  conveys  all  of its remaining interest in the
Export  Water  or  its  interest  in  such asset expires and the Corporation has
received  all proceeds available to it from such asset, the Series A-1 Preferred
Stock  will cease to accrue dividends even if the earnings from the Export Water
total  less  than  $32,026,232.

               (iv)     Conversion.
                        ----------

                    1.     Right to Convert.  Each share of Series A-1 Preferred
                           ----------------
Stock  shall  be  convertible,  at the option of the holder thereof, at any time
after  the  Issuance  Date  of such share at the office of the Corporation, into
5.5556  fully  paid  and  non-assessable shares of Common Stock (the "Conversion
Rate").

                    2.     Fractional Shares.  In the event the aggregate number
                           -----------------
of  shares  of Series A-1 Preferred Stock being converted by a holder thereof is
convertible  into  a  number  of  shares of Common Stock which would require the
issuance  of  a  fractional interest in a share of Common Stock, the Corporation
shall  deliver  cash  in  the amount of the fair market value of such fractional
interest.

                    3.     Accrued  Dividends.  If,  at  the  time the holder of
                           ------------------
shares  of  Series  A-1  Preferred Stock exercises its right of conversion under
Section (iv)(1), such holder's shares of Series A-1 Preferred Stock have accrued
dividends  which  remain  unpaid  at  the time of such conversion, such holder's
right to receive dividends on the shares so converted, to the extent accrued but
unpaid  on  the  date  of  conversion,  shall  continue.

               4.     Mandatory  Conversion.  In  the  event  that  (i) the full
                      ---------------------
dividends earnable on the Series A-1 Preferred Stock have been paid, or (ii) the
Corporation  has  sold,  transferred, or otherwise conveyed all of its remaining
interest  in  the  Export  Water  or  its


                                      -5-
<PAGE>
interest  in  such  asset  has  expired,  or  (iii)  a  majority of the board of
directors  and  the holders of a majority of the Series A-1 Preferred Stock then
outstanding  voting  as  a  class  determine  that  it is no longer economically
feasible  to  develop the Export Water, all shares of Series A-1 Preferred Stock
shall  thereupon  be converted into shares of Common Stock of the Corporation at
the Conversion Rate then in effect.  Any such conversion shall be deemed to take
place at 5:01 Mountain Time on the day such dividends are paid, such interest is
sold, transferred, or otherwise conveyed or expires, or the vote of the board of
directors  and  the holders of the Series A-1 Preferred Stock becomes effective,
and  at that time the holders of the Series A-1 Preferred Stock shall be treated
for  all  purposes  as  the  record holders of shares of Common Stock; provided,
however,  that the right to receive dividends on the shares so converted, to the
extent  accrued  but  unpaid  (whether  or  not  declared)  on  the date of such
conversion,  shall  continue.


                    5.     Mechanics  of  Conversion.  Before  any holder of the
                           -------------------------
Series  A-l  Preferred  Stock  shall be entitled to voluntarily convert the same
into shares of Common Stock, and before the holder of Series A-1 Preferred Stock
that  has  been  converted  into  Common Stock pursuant to Section (iv)(4) above
shall  be  entitled  to  receive a replacement certificate therefor, such holder
shall  surrender the certificate or certificates therefor, duly endorsed, at the
office  of  the  Corporation,  in  the  case of a conversion pursuant to Section
(iv)(1)  above, shall give written notice to the Corporation at such office that
he  or she elects to convert the same and shall state therein his or her name or
the  name  or  names  of  his  or  her  nominees  in  which he or she wishes the
certificate  or  certificates  for  shares  of  Common  Stock to be issued.  The
Corporation  shall, as soon as practicable thereafter, issue and deliver at such
office  to  such  holder  of  the  Series  A-1 Preferred Stock, or to his or her
nominee  or  nominees, a certificate or certificates for the number of shares of
Common  Stock  to  which he or she shall be entitled as aforesaid.  Any optional
conversion shall be deemed to have taken place at 5:01 Mountain Time on the date
of  such  surrender  of  the  shares  to be converted, and the person or persons
entitled  to  receive  the  shares of Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder or holders of such shares
of  Common  Stock  on  such  date;  provided, however, that the right to receive
dividends  on  the  shares so converted, to the extent accrued but unpaid on the
date  of  such  conversion  (whether  or  not  declared),  shall  continue.

                    6.     Adjustment  for  Combinations  or  Consolidations  of
                           -----------------------------------------------------
Common  Stock.  In  the  event  the Corporation at any time or from time to time
-------------
after  the  Issuance Date effects a subdivision, combination or reclassification
of  its  outstanding  shares  of Common Stock into a greater or lesser number of
shares,  then  and  in each such event the Conversion Rate shall be increased or
decreased  proportionately.

                    7.     Adjustments  for  Merger  or Reorganization, etc.  In
                           ------------------------------------------------
case  of  any  consolidation  or  merger of the Corporation with or into another
corporation  or  the conveyance of all or substantially all of the assets of the
Corporation  to  another corporation or other person, provision shall be made so
that  each  share  of  the  Series  A-1  Preferred  Stock  shall  thereafter  be
convertible  into  the number of shares of stock or other securities or property
to  which  a  holder  of the number of shares of Common Stock of the Corporation
deliverable  upon  conversion of such Series A-1 Preferred Stock would have been
entitled  upon  such consolidation, merger or conveyance; and, in any such case,
appropriate  adjustment  (as determined by the board of directors) shall be made
in the application of the provisions herein set forth with respect to the rights
and  interest  thereafter  of  the  holders  of  the  Series  A-1  Preferred


                                      -6-
<PAGE>
Stock,  to  the  end  that the provisions set forth herein (including provisions
with  respect  to changes in and other adjustments of the Conversion Rate) shall
thereafter  be  applicable,  as nearly as they reasonably may be, in relation to
any  shares of stock or other securities or property thereafter deliverable upon
the  conversion  of  the  Series  A-1  Preferred  Stock.


               (v)     Voting.
                       ------

                    1.     Except as set forth in Section (v)(2), holders of the
Series A-1 Preferred Stock shall have the right to vote together with the Common
Stock, and not separately as a class, for the election of directors and upon all
other  matters  to  be  voted  on  by  the  holders  of  the Common Stock of the
Corporation.  Every  holder  of  shares  of the Series A-1 Preferred Stock shall
have  the number of votes equal to the number of shares of Common Stock that his
or  her  shares of Series A-1 Preferred Stock would be convertible into pursuant
to Section (iv) on the record date of the meeting at which such shares are being
voted  multiplied  by  1.25.

                    2.     So  long  as  any  shares of the Series A-1 Preferred
Stock remain outstanding, the consent of the holders of a majority of the shares
of the Series A-1 Preferred Stock outstanding voting separately as a class (with
each  share being entitled to one vote) in person or by proxy, either in writing
or  at  any  special  or annual meeting, shall be necessary to permit, effect or
validate  any  one  or  more  of  the  following:

                         a.     The  authorization, creation or issuance, or any
     increase  in  the  authorized or issued amount, of (a) Series A-1 Preferred
     Stock  or  (b) any class or series of stock ranking prior to or on a parity
     with  the Series A-1 Preferred Stock as to dividends from earnings from the
     Export  Water  or  the  distribution  of  the  Export Water or the proceeds
     therefrom;

                         b.     The  amendment, alteration or repeal, whether by
     merger,  consolidation  or  otherwise,  of  any  of  the  provisions of the
     Certificate  of  Incorporation  of  the  Corporation  which would adversely
     affect  any  right,  preference or voting power of the Series A-1 Preferred
     Stock  or  of  the  holders  thereof.

                         c.     Any  transaction  by the Corporation which would
     have the effect of decreasing the Surplus (as defined in Section 154 of the
     Delaware  General Corporation Law) of the Corporation by more than $500,000
     or  which  would  cause  its  Surplus  to be equal to less than $1,000,000;

                         d.     Any expenditures by the Corporation in excess of
     $50,000  in  any  one  month  at any time that the Corporation's Surplus is
     equal  to  or  less  than  $1,000,000;  and

                         e.     The  merger  or consolidation of the Corporation
     with  or into one or more other corporations or business entities where the
     Corporation  is  not  the surviving entity; provided, however, that no such
     consent  shall  be  required  if  the merger and governing documents of the
     surviving  entity  provide for the issuance of securities to holders of the
     Series  A-1  Preferred  Stock with economic and voting rights equivalent to
     the  rights accorded the Series A-1 Preferred Stock under this Certificate.


                                      -7-
<PAGE>
                    3.     At  each  meeting  or  at  any adjournment thereof at
which  the holders of the Series A-1 Preferred Stock have the right to vote as a
class,  the presence, in person or by proxy, of the holders of a majority of the
Series  A-1  Preferred  Stock  then outstanding will be required to constitute a
quorum.  The  vote  of  a  majority  of such quorum will be required to take any
action  at  such  meeting.  Cumulative voting by holders of Series A-1 Preferred
Stock  is  prohibited.  In  the  absence  of a quorum, a majority of the holders
present  in  person or by proxy of the Series A-1 Preferred Stock shall have the
power  to  adjourn  the portion of the meeting related to that particular series
for  a  period  of  up  to 30 days without notice other than announcement at the
meeting  until  a  quorum  shall  be  present.

               (vi)  Corporation's Right to Purchase Series A-1 Preferred Stock.
                     ----------------------------------------------------------

                    1.     The  Corporation  shall  have  the  right to purchase
shares  of Series A-1 Preferred Stock in the public market at such prices as may
then  be available in the public market for such shares and shall have the right
at  any  time  to  acquire any Series A-1 Preferred Stock from the owner of such
shares  on  such  terms as may be agreeable to such owner.  Shares of Series A-1
Preferred Stock may be acquired by the Corporation from any stockholder pursuant
to  this  Section  (vi)(1)  without  offering  any  other  stockholder  an equal
opportunity  to  sell  his  stock  to  the  Corporation,  and no purchase by the
Corporation  from  any  stockholder  pursuant  to  this Section (vi)(1) shall be
deemed  to create any right on the part of any stockholder to sell any shares of
Series  A-1  Preferred  Stock  (or  any  other  stock)  to the Corporation.  The
purchase  by the Corporation of shares of Series A-1 Preferred Stock pursuant to
this  Section  (vi)(1)  shall  not be deemed for any purpose to be a redemption.
Such  shares  shall  not  be  entitled  to  receive  dividends while held by the
Company.

                    2.     Notwithstanding  the  foregoing  provisions  of  this
Section (vi) if a dividend upon any shares of Series A-1 Preferred Stock is past
due,  the  Corporation  shall  not  purchase  or otherwise acquire any shares of
Series  A-1 Preferred Stock, except (i) pursuant to a purchase or exchange offer
made on the same terms to all holders of the Series A-1 Preferred Stock, or (ii)
by  conversion of shares of Series A-1 Preferred Stock into, or exchange of such
shares for, Common Stock or any other stock of the Corporation ranking junior to
the Series A-1 Preferred Stock as to dividends and upon liquidation, dissolution
or  winding  up  of  the  Corporation.

                    3.     No  holder  of  Series A-1 Preferred Stock shall have
any  right  to  require  the  Corporation  to redeem any or all of the shares of
Series  A-1  Preferred  Stock.

               (vii)     Preemptive Rights.  The holders of shares of Series A-1
                         -----------------
Preferred  Stock  are  not  entitled to any preemptive or subscription rights in
respect  of  any  securities  of  the  Corporation.

               (viii)    Notices.  Any  notice  required  hereby  to be given to
                         -------
the  holders of shares of Series A-1 Preferred Stock shall be sufficiently given
if sent by telecopier, registered or certified mail, postage prepaid, by express
mail  or  by  other  express  courier  addressed to each holder of record at his
address  appearing  on  the  books  of  the  Corporation.  All notices and other
communications shall be effective (i) if mailed, when received or three (3) days
after  mailing,  whichever  is earlier; (ii) if sent by express mail or courier,
when  delivered;  and  (iii)  if  telecopied,


                                      -8-
<PAGE>
when  received  by  the  telecopier  to  which  transmitted (a machine-generated
transaction  report  produced  by  sender  bearing recipient's telecopier number
being  prima  facie  proof  of  receipt).


               (ix)     Transfer  Costs.  The  Corporation shall pay any and all
                        ---------------
documentary  stamp  and  other transaction taxes attributable to the issuance or
delivery  of  shares of Common Stock upon conversion of any shares of Series A-1
Preferred  Stock;  provided, however, that the Corporation shall not be required
to  pay  any tax which may be payable in respect of any transfer involved in the
issue  or  delivery  of  shares of Common Stock in a name other than that of the
holder  of  the  Series A-1 Preferred Stock to be converted and no such issue or
delivery  shall  be  made  unless  and until the person requesting such issue or
delivery  has  paid  to  the  Corporation  the  amount  of  any  such tax or has
established,  to  the  satisfaction  of  the Corporation, that such tax has been
paid.

               (x)     Definitions.
                       -----------

                    1.     "Issuance  Date"  shall  mean the initial date of the
issuance  of  any  shares  of  the  Series  A-1  Preferred  Stock.

                    2.     "Amended  and  Restated  Lease"  shall mean the lease
between  the  Rangeview Metropolitan District, a quasi-municipal corporation and
political subdivision of the State of Colorado, and the State of Colorado acting
through  the  State  Board of Land Commissioners (the "State") denominated State
Lease  Number  S-37280,  dated April 26, 1982, as amended and restated April 11,
1996.

                    3.     "Comprehensive  Amendment Agreement No. 1" shall mean
the  agreement  entered  into  as  of  April 11, 1996 among the Corporation, the
State,  OAR,  Incorporated,  Willard  G.  Owens,  H.F.  Riebesell,  and  various
investors  who had invested in the Corporation through investment agreements and
stock  purchase  agreements entered into from 1990 through 1994, which agreement
amends  the  Corporation's  obligations  under  the  prior  investment and stock
purchase agreements and defines the rights of the parties to Gross Proceeds from
the  marketing,  sale,  or  other  disposition  of  the  Export  Water.

                    4.     "Export  Water" shall mean the 1,165,000 acre-feet of
water deeded by Rangeview and the State to the Corporation pursuant to the terms
of  the Amended and Restated Lease and an agreement for the sale of export water
(the  "Export  Water  Agreement"), which is attached to the Amended and Restated
Lease  as  Exhibit  C.

                    5.     "Export  Water Contractor" shall have the meaning set
forth  in  Section  6.1  of  the  Amended  and  Restated  Lease.

                    6.     "Gross  Proceeds" shall have the meaning set forth in
Section  2.4  of  the  Comprehensive  Amendment  Agreement.

     D.     Series  B  Preferred  Stock.
            ---------------------------

          (i)     Number  of  Shares  and  Designation.  432,514  shares  of the
                  ------------------------------------
preferred stock, $.001 par value, of the Corporation are hereby constituted as a
series  of  preferred


                                      -9-
<PAGE>
stock of the Corporation designated as Series B Convertible Preferred Stock (the
"Series  B  Preferred  Stock").

          (ii)     Liquidation.
                   -----------

               1.     Liquidation  Value.  Upon  any liquidation, dissolution or
                      ------------------
winding  up of the Corporation, whether voluntary or involuntary, the holders of
the  Series  B  Preferred  Stock  will  be  entitled  to  be  paid,  before  any
distribution  or  payment  is  made  upon  any  other  equity  securities of the
Corporation, the amount of $1.00 per share less an amount equal to all dividends
paid  thereon (the "Liquidation Value"); provided, however, that with respect to
the  Rangeview  Assets, the Series B Preferred Stock shall be subject and junior
to  the  rights  and  preferences of the holders of the Corporation's Series A-1
Preferred  Stock  in  Rangeview Assets and the proceeds of a disposition of such
assets.

               2.     Notice  of Liquidation.  The Corporation will mail written
                      ----------------------
notice  of  any distribution in connection with such liquidation, dissolution or
winding  up,  not less than 60 days prior to the payment date stated therein, to
each  record  holder  of Series B Preferred Stock.  Neither the consolidation or
merger  of  the  Corporation into or with any other corporation or corporations,
nor  the  sale  or transfer by the Corporation of all or any part of its assets,
nor  the reduction of the capital stock of the Corporation, will be deemed to be
a  liquidation,  dissolution or winding up of the Corporation within the meaning
of  this  Section  (ii).

          (iii)     Dividends.
                    ---------

               1.     General  Obligations.  The  holders  of  the  Series  B
                      --------------------
Preferred Stock shall be entitled to receive cash dividends when and as declared
by  the  Board of Directors out of funds legally available for such purpose in a
total  amount of $1.00 per share, and no more.  Each share of Series B Preferred
Stock  shall  earn  and  accrue  a dividend if and when the Corporation receives
proceeds  from (i) the retirement of the Rangeview Bonds whether for cash or for
new  bonds or other debt obligations of the District or (ii) the marketing, sale
or  other distribution of the Rangeview Water Right or the water underlying such
right  in  an  amount  greater  than $35,000,000 plus PPI (a "Qualifying Sale").
Such  dividend  shall be paid when and as declared by the Board of Directors and
upon completion of any Qualifying Rangeview Sale unless payment is prohibited by
Delaware  law.  No  dividends shall be paid on Common Stock unless all dividends
accrued  on  the  Series  B  Preferred  Stock  have  been  paid.

               2.     Distribution  of Partial Dividend Payment.  If at any time
                      -----------------------------------------
less  than the total amount of dividends have accrued with respect to the Series
B  Preferred  Stock,  any  payment  of  such  dividends declared by the Board of
Directors  will  be  distributed  ratably  among  the  holders  of  the Series B
Preferred  Stock  based  upon  the  number  of  shares  held  by  such  holders,
respectively.

               3.     Junior Dividend Right.  Dividends may accrue but shall not
                      ---------------------
be  paid  by  the  Corporation  on  the  Series  B Preferred Stock utilizing the
Rangeview  Assets  or the proceeds therefrom unless all dividends accrued on the
Corporation's  Series  A-1  Preferred  Stock  have  been  paid  in  full.

          (iv)     Optional  Redemption.
                   --------------------


                                      -10-
<PAGE>
               1.     Redemption.  The  Series B Preferred Stock may be redeemed
                      ----------
by  the  Corporation at its option on any date set by the Board of Directors, in
whole  or  in part, out of funds legally available therefor, at any time or from
time  to  time,  at  a  redemption  price  equal  to  the  Liquidation  Value.

               2.     As  Alternative  to  Dividend.  In  lieu  of  payment of a
                      -----------------------------
dividend  accruing  from a Qualifying Rangeview Sale, the Board of Directors may
alternatively  cause  the Corporation to redeem shares of the Series B Preferred
Stock,  on  any  date set by the Board of Directors, in whole or in part, out of
funds  legally  available  therefor,  at  any  time  or  from time to time, at a
redemption  price  equal to the Liquidation Value.  If the Corporation elects to
redeem shares of Series B Preferred Stock in lieu of paying an accrued dividend,
the  Corporation  must  redeem  the  full  number of shares purchasable with the
aggregate  dividend  accrued.

               3.     Limitation  on  Use  Rangeview  Assets.  The  Series  B
                      --------------------------------------
Preferred  Stock  may not be redeemed utilizing the Rangeview Assets or proceeds
therefrom  unless  it  would be permissible under Section (iii)(3) hereof to use
such  assets  to  pay  a  dividend  on  the  Series  B  Preferred  Stock.

               4.     Notice  of  Redemption.  Notice of any proposed redemption
                      ----------------------
of  shares of Series B Preferred Stock shall be sent to the holders of record of
the  shares  of  Series  B  Preferred  Stock to be redeemed, at their respective
addresses  then appearing on the books of the Company, at least 20, but not more
than  60 days prior to the date fixed for such redemption (herein referred to as
the "Redemption Date").  Each such notice shall specify (i) the Redemption Date,
(ii)  the  Redemption  Price, (iii) the place for payment and for delivering the
stock  certificate(s)  and  transfer  instrument(s)  in  order  to  collect  the
Redemption  Price,  and  (iv) the number of shares to be redeemed.  If less than
all  the  outstanding shares of Series B Preferred Stock are to be redeemed, the
Corporation shall redeem (or offer to redeem) the outstanding shares of Series B
Preferred  Stock  on a pro rata basis.  In order to facilitate the redemption of
the  shares of Series B Preferred Stock, the Board of Directors may fix a record
date  for  determination  of holders of Series B Preferred Stock to be redeemed,
which  date  shall  not  be  more  than  60 (nor less than 10) days prior to the
Redemption  Date  with  respect  thereto.

               5.     Return of Stock Certificates.  The holder of any shares of
                      ----------------------------
Series  B  Preferred  Stock  that  are redeemed shall not be entitled to receive
payment of the Redemption Price for such shares until such holder shall cause to
be  delivered  to  the  place specified in the notice given with respect to such
redemption (i) the certificate(s) representing such shares of Series B Preferred
Stock,  and  (ii)  transfer  instrument(s)  satisfactory  to the Corporation and
sufficient  to  transfer  such shares of Series B Preferred Stock to the Company
free  of any adverse interest.  No interest shall accrue on the Redemption Price
of  any  share  of  Series  B  Preferred  Stock  after  its  Redemption  Date.

               6.     Extinguishment of Rights.  At the close of business on the
                      ------------------------
Redemption  Date  for any share of Series B Preferred Stock to be redeemed, such
share  shall  (provided  the  Redemption  Price  of  such share has been paid or
properly  provided  for)  be deemed to cease to be outstanding and all rights of
any person other than the Corporation in such share shall be extinguished on the
Redemption  Date  for  such  share  except  for  the  right  to  receive  the


                                      -11-
<PAGE>
Redemption  Price,  without  interest,  for  such  share  in accordance with the
provisions  of  this  Section  (iv),  subject  to  applicable  escheat  laws.

               7.     Open  Market  Purchases.  The  Corporation  shall have the
                      -----------------------
right  to  purchase  shares  of Series B Preferred Stock in the public market at
such  prices  as  may then be available in the public market for such shares and
shall  have  the  right at any time to acquire any Series B Preferred Stock from
the  owner  of  such  shares  on  such  terms as may be agreeable to such owner.
Shares  of  Series B Preferred Stock may be acquired by the Corporation from any
stockholder  pursuant  to  this  Section  (iv)(7)  without  offering  any  other
stockholder  an  equal  opportunity to sell his or her stock to the Corporation,
and no purchase by the Corporation from any stockholder pursuant to this Section
(iv)(7)  shall  be  deemed to create any right on the part of any stockholder to
sell  any  shares  of  Series  B  Preferred  Stock  (or  any other stock) to the
Corporation.  The  purchase  by  the Corporation of shares of Series B Preferred
Stock pursuant to this Section (iv)(7) shall not be deemed for any purpose to be
a redemption.  Such shares shall not be entitled to receive dividends while held
by  the  Corporation.

               8.     Limitations  on  Redemption  Right.  Notwithstanding  the
                      ----------------------------------
foregoing  provisions  of  this  Section  (iv), and subject to the provisions of
Section  (iii) hereof, if a dividend upon any shares of Series B Preferred Stock
is  past due, the Corporation shall not purchase or otherwise acquire any shares
of  Series  A-1 Preferred Stock, except pursuant to a purchase or exchange offer
made  on  the  same  terms  to  all  holders  of the Series A-1 Preferred Stock.

               9.     Mandatory  Redemption.  No  holder  of  Series B Preferred
                      ---------------------
Stock  shall  have  any right to require the Corporation to redeem any or all of
the  shares  of  Series  B  Preferred  Stock.

          (v)     Voting.
                  ------

               1.     General.  The holders of Series B Preferred Stock will not
                      -------
have  any  voting  rights except as set forth below or as otherwise from time to
time  required  by  law.  In  connection  with any right to vote, each holder of
Series  B  Preferred  Stock  will  have  one vote for each such share held.  Any
shares  of  Series  B  Preferred  Stock  held  by  the Corporation or any entity
controlled  by  the Corporation shall not have voting rights hereunder and shall
not  be  counted  in  determining  the  presence  of  a  quorum.

               2.     Default Voting Rights.  Whenever dividends on the Series B
                      ---------------------
Preferred  Stock  shall  have accrued pursuant to Section (iii)(1), but have not
been  declared  by the Board of Directors, the holders of the Series B Preferred
Stock  shall  be  entitled  to  vote with the holders of the Common Stock at any
meeting  of  the  shareholders  of  the  Corporation held during the period such
dividends  remain in arrears.  Each share of Series B Preferred Stock shall have
one  vote  when  voting  with the Common Stock.  The right of the holders of the
Series  B Preferred Stock to vote with the Common Stock shall terminate when all
accrued  and unpaid dividends on the Series B Preferred Stock have been declared
and  paid  or  set  apart  for  payment.


                                      -12-
<PAGE>
               3.     Class  Voting  Rights.  So  long as the Series B Preferred
                      ---------------------
Stock is outstanding, the Corporation shall not, without the affirmative vote or
consent  of  the holders of at least 66-2/3% (or such higher percentage, if any,
as  may  then  be  required  by applicable law) of all outstanding shares of the
Series  B  Preferred  Stock  voting  separately  as a class, (i) amend, alter or
repeal  any  provision of the Certificate of Incorporation or the By-Laws of the
Corporation,  so  as  to  affect  adversely  the  relative  rights, preferences,
qualifications,  limitations  or restrictions of the Series B Preferred Stock or
(ii)  create, authorize, issue, or increase the amount of any class or series of
stock,  or  any security convertible into stock of such class or series, ranking
senior  to the Series B Preferred Stock as to dividend or liquidation rights.  A
class  vote  on  the  part  of  the  Series  B  Preferred  Stock  shall, without
limitation,  specifically  not  be  deemed  to  be required (except as otherwise
required  by  law  or  resolution of the Board of Directors) in connection with:
(a)  the  authorization,  issuance  or  increase in the authorized amount of any
shares  of  any  other  class  or series of stock which ranks junior to, or on a
parity with, the Series B Preferred Stock in respect of the payment of dividends
and  distributions  upon  liquidation,  dissolution  or  winding  up  of  the
Corporation; or (b) the authorization, issuance or increase in the amount of any
notes,  commercial  paper,  bonds, mortgages, debentures or other obligations of
the  Corporation.

               4.     Preemptive  Rights.  The  holders  of  shares  of Series B
                      ------------------
Preferred  Stock  are  not  entitled to any preemptive or subscription rights in
respect  of  any  securities  of  the  Corporation.

          (vi)     Definitions.
                   -----------

               1.     "Option  Agreements"  shall  mean  a  certain  Option  and
Purchase Agreement between Inco Securities Corporation and OAR, Incorporated and
a  certain Option and Purchase Agreement between Inco Securities Corporation and
Colorado  Water  Consultants,  Incorporated,  each  dated  November 8, 1990, and
amended  February  12, 1991, and further amended August 12, 1992, and as many be
further  amended  from  time  to  time.

               2.     "PPI"  shall  mean  interest  at  the annual rate of 9% on
$8,084,000.00  (which  has been accruing since August 12, 1992) which represents
the  remaining  adjusted  purchase  price of the Rangeview Bonds pursuant to the
Option  Agreements.

               3.     "Rangeview  Assets"  shall  mean  the  Rangeview Bonds and
Rangeview  Water  Rights  which the Corporation has rights to market and develop
pursuant  to  a Water Rights Commercialization Agreement (the "Commercialization
Agreement")  with Inco Securities Corporation dated as of December 11, 1990, and
amended  February  12,  1991, and further amended August 12, 1992, and as may be
further  amended  from  time  to  time.

               4.     "Rangeview  Bonds"  shall mean the certain notes and bonds
issued by the Rangeview Metropolitan District, a quasi-municipal corporation and
political  subdivision  of  the State of Colorado (the "District"), having a par
value  of  $24,914,058.00, which Inco Securities Corporation and the Corporation
have  purchased  in  part and the remainder of which Inco Securities Corporation
has  an  option  to purchase pursuant to the Option Agreements as may be further
amended  from  time  to  time.


                                      -13-
<PAGE>
               5.     "Rangeview  Water  Right"  shall  mean  the certain 10,000
acre-foot water production right which Inco Securities Corporation has an option
to acquire from the District pursuant to a certain Option Agreement For Sale and
Operation  of  Production  Right,  dated  as  of  November 14, 1990, and amended
February  12,  1991,  and  as  may  be  further  amended  from  time  to  time.

          (vii)     Notices.  Any  notice  required  hereby  to  be given to the
                    -------
holders  of  shares  of  Series B Preferred Stock shall be sufficiently given if
sent  by  telecopier,  registered or certified mail, postage prepaid, by express
mail  or  by  other express courier addressed to each holder of record at his or
her  address  appearing  on the books of the Corporation.  All notices and other
communications shall be effective (i) if mailed, when received or three (3) days
after  mailing,  whichever  is earlier; (ii) if sent by express mail or courier,
when  delivered;  and  (iii)  if  telecopied, when received by the telecopier to
which  transmitted  (a  machine-generated  transaction report produced by sender
bearing  recipient's  telecopier  number  being  prima  facie proof of receipt).

                                    ARTICLE V

                           COMPROMISE AND ARRANGEMENT
                           --------------------------

     Whenever  a  compromise or arrangement is proposed between this corporation
and  its  creditors or any class of them and/or between this corporation and its
stockholders  or  any  class of them, any court of equitable jurisdiction within
the  State  of  Delaware  may,  on  the  application  in  a  summary way of this
corporation  or  of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution  or  any  receiver or receivers appointed for this corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the  creditors  or  class  of  creditors  and/or of the stockholders or class of
stockholders  of  this  corporation,  as the case may be, to be summoned in such
manner  as  the  said  court  directs.  If  a  majority  of members representing
three-fourths  in  value  of  the creditors or class of creditors, and/or of the
stockholders  or  class of stockholders of this corporation, as the case may be,
agree  to  any  compromise  or  arrangement  and  to  any reorganization of this
corporation  as  a  consequence  of  such compromise or arrangement and the said
reorganization,  shall, if sanctioned by the court to which said application has
been  made, be binding on all the creditors or class of creditors, and/or on all
the  stockholders  or class of stockholders of this corporation, as the case may
be,  and  also  on  this  corporation.

                                   ARTICLE VI

                                 INDEMNIFICATION
                                 ---------------

     (a)     The corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit  or  proceeding,  whether  civil, criminal, administrative or investigative
(other  than  an  action by or in the right of the corporation) by reason of the
fact  that  he  is  or  was  a  director,  officer,  employee,  or  agent of the


                                      -14-
<PAGE>
corporation,  or  is  or  was  serving  at  the  request of the corporation as a
director,  officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees),
judgments,  fines  and  amounts  paid  in  settlement  or otherwise actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he  acted  in  good faith and in a manner he reasonably believed to be in or not
opposed  to  the  best  interests  of  the corporation, and, with respect to any
criminal  action  or  proceeding, had no reasonable cause to believe his conduct
was  unlawful.  The  termination  of any action, suit or proceeding by judgment,
order,  settlement,  conviction,  or  upon  a  plea  of  nolo  contendere or its
equivalent  shall not of itself create a presumption that the person did not act
in  good  faith  and  in  a  manner which he reasonably believed to be in or not
opposed  to  the  best  interests  of  the corporation, and, with respect to any
criminal  action or proceeding, that he had reasonable cause to believe that his
conduct  was  unlawful.

     (b)     The corporation shall indemnify any person who was or is a party or
is  threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its favor
by  reason  of the fact that he is or was a director, officer, employee or agent
of  the corporation, or is or was serving at the request of the corporation as a
director,  officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by  him  in  connection with the defense or
settlement  of  such action or suit if he acted in good faith and in a manner he
reasonably  believed  to  be  in  or  not  opposed  to the best interests of the
corporation,  except  that  no  indemnification  shall be made in respect of any
claim,  issue  or  matter as to which such person shall have been adjudged to be
liable  for  negligence  or  misconduct  in  the  performance of his duty to the
corporation  unless  and  only  to  the extent that the Court of Chancery of the
State  of  Delaware  or the court in which such action or suit was brought shall
determine  upon  application  that, despite the adjudication of liability but in
view  of  all the circumstances of the case such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery of the State
of  Delaware  or  such  other  court  shall  deem  proper.

     (c)     To  the  extent  that  any  person referred to in the preceding two
sections  of  this  Article VI has been successful on the merits or otherwise in
defense  of  any  action, suit or proceeding referred to in such sections, or in
defense  of  any claim, issue or matter therein, he shall be indemnified against
expenses  (including attorneys' fees) actually and reasonably incurred by him in
connection  therewith.

     (d)     Any indemnification under the first two sections of this Article VI
(unless  ordered by a court) shall be made by the corporation only as authorized
in  the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable  standard  of conduct set forth therein.  Such determination shall be
made (a) by the board of directors by a majority vote of a quorum (as defined in
the  bylaws  of the corporation) consisting of directors who were not parties to
such  action,  suit  or proceeding, or (b) if such quorum is not obtainable, or,
even  if  obtainable,  a  quorum  of  disinterested  directors  so  directs,  by
independent  legal  counsel  in  a  written opinion, or (c) by the stockholders.


                                      -15-
<PAGE>
     (e)     Expenses  incurred in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such  action,  suit or proceeding as authorized by the board of directors of the
corporation  in the specific case upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount unless it shall
ultimately  be  determined  that  he  is  entitled  to  be  indemnified  by  the
corporation  as  authorized  in  this  Article  VI.

     (f)     The indemnification provided by this Article VI shall not be deemed
exclusive  of  any  other  rights  to which those seeking indemnification may be
entitled,  under  any  statute,  bylaw,  agreement,  insurance  policy,  vote of
shareholders  or  disinterested  director or otherwise, both as to action in his
official  capacity  and  as  to  action  in  another capacity while holding such
office,  and  shall  continue  as  to  a person who has ceased to be a director,
officer,  employee  or  agent  and  shall  inure  to  the  benefit of the heirs,
executors  and  administrators  of  such  a  person.

     (g)     By  action  of its board of directors, notwithstanding any interest
of the directors in the action, the corporation shall have power to purchase and
maintain insurance, in such amounts as the board of directors deems appropriate,
on  behalf of any person who is or was a director, officer, employee or agent of
the  corporation,  or  is  or was serving at the request of the corporation as a
director,  officer, employee or agent of another corporation, partnership, joint
venture,  trust  or other enterprise, against any liability asserted against him
and  incurred by him in any such capacity, or arising out of his status as such,
whether  or  not  he  is indemnified against such liability or expense under the
provisions  of this Article VI and whether or not the corporation would have the
power  or  would  be  required to indemnify him against such liability under the
provisions  of this Article VI or of the General Corporation Law of the State of
Delaware,  now  or  hereafter  in  effect,  or  by  any  other  applicable  law.

     (h)     For the purpose of this Article VI, references to "the corporation"
include  all  constituent  corporations absorbed in a consolidation or merger as
well  as the resulting or surviving corporation so that any person who is or was
a  director,  officer, employee or agent of such a constituent corporation or is
or  was  serving  at  the request of such constituent corporation as a director,
officer,  employee  or agent of another corporation, partnership, joint venture,
trust  or other enterprise shall stand in the same position under the provisions
of  this Article VI with respect to the resulting or surviving corporation as he
would  if  he  had  served  the  resulting  or surviving corporation in the same
capacity.

                                   ARTICLE VII

                                     BYLAWS
                                     ------

     The  Board  of  Directors of the corporation shall have the power to adopt,
amend  or  repeal  bylaws  for  the  governance  of  the  corporation.


                                      -16-
<PAGE>
                                  ARTICLE VIII

                        LIMITATION OF DIRECTOR LIABILITY
                        --------------------------------

     A  director  of  the  corporation  shall  not  be  personally liable to the
corporation  or  its  stockholders  for monetary damages for breach of fiduciary
duty  as  a  director, except for liability (i) for any breach of the director's
duty  of  loyalty  to  the  corporation  or  its  stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation  of  law,  (iii) under Section 174 of the Delaware General Corporation
Law,  or  (iv)  for any transaction from which the director derived any improper
personal  benefit.  If,  after approval by the stockholders of this Article, the
Delaware  General  Corporation  Law  is  amended  to  authorize corporate action
further  eliminating  or  limiting the personal liability of directors, then the
liability of a director of the corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.

     Any  repeal  or modification of the foregoing paragraph by the stockholders
of  the  corporation  shall  not  adversely  affect any right or protection of a
director of the corporation existing at the time of such repeal or modification.


                                      -17-
<PAGE>
                            *     *     *     *     *

     This  Amended and Restated Certificate of Incorporation was duly adopted by
the  Board  of Directors of the Corporation in accordance with the provisions of
Section  242  and  245  of  the General Corporation Law of Delaware and was duly
adopted  by  vote  of the stockholders of the Corporation in accordance with the
provisions  of  Section  242  of  the  General  Corporation  Law  of  Delaware.

     In  witness  whereof,  the Corporation has caused this Amended and Restated
Certificate of Incorporation to be executed by its duly authorized officer as of
this  22nd  day  of  April,  2004.

                                            PURE  CYCLE  CORPORATION


                                            By:    /s/Scott E. Lehman
                                                   -----------------------------
                                                   Scott E. Lehman, Secretary


                                      -18-
<PAGE>

</TEXT>
</DOCUMENT>
