Photometry of 265 galaxies in rich cluster Cl 0024 + 1654 (z = 0.39), based on CCD imaging in three filters, is presented. The luminosity of this system ranks it among the richest known clusters, and it has a blue mass-to-light ratio of about 210. The color-magnitude diagram has a prominent E/S0 sequence. There are essentially no blue cluster members brighter than r equals about 19.3, and only very red galaxies inhabit the central 30 arcsec of the cluster. The blue cluster members have sizes and surface brightnesses similar to spiral galaxies in nearby clusters.