SECURITIES AND EXCHANGE COMMISSION 
                                Washington, D.C. 20549 

                                       FORM 8-A                   

                FOR THE REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                       PURSUANT TO SECTION 12(b) OR (g) OF THE
                           SECURITIES EXCHANGE ACT OF 1934



                              WESTERN GAS RESOURCES, INC.

                (Exact name of registrant as specified in its charter)



                  Delaware                                 84-1127613
          (State or other jurisdiction              (I.R.S. Employer
           of incorporation or organization)          Identification No.)


                                12200 N. Pecos Street
                             Denver, Colorado 80234-3439
                                  (303) 452-5603                             
          (Address, including zip code, and telephone number, including
           area code, of registrant's principal executive offices)

                                                                           

          Securities to be registered pursuant to Section 12(b) of the Act:

          Title of each class                     Name  of each exchange of
          to be so registered                     which each class is to be
                                                  registered   

          $__ Cumulative                          New  York Stock Exchange,
          Convertible Preferred                   Inc.
          Stock

          Securities to be registered pursuant to Section 12(g) of the Act:

                                    Not Applicable
















 


                    INFORMATION REQUIRED IN REGISTRATION STATEMENT


          Item 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
                    REGISTERED.

          The   information  required  by  this  item  is  incorporated  by
          reference to the Registration Statement on Form S-3 (Registration
          No.   33-66516),  as  amended,   including  the  section  thereof
          captioned "Description of Capital Stock."

          Item 2.   EXHIBITS

          The securities described  herein are to be registered  on the New
          York  Stock Exchange,  Inc.,  on which  other  securities of  the
          Registrant  are registered.   Accordingly, pursuant to  Part I of
          the Instructions as to Exhibits  to Form 8-A, these Exhibits will
          be filed with the New York Stock Exchange, Inc., but not with the
          Commission.

               1.   Specimen  of  the certificate  for the  $___ Cumulative
                    Convertible Preferred  Stock, par value $0.10 per share
                    (the "Convertible Preferred Stock").

               2.   Certificate of Designation of the Convertible Preferred
                    Stock.


































 

                                      SIGNATURE

          Pursuant  to the  requirements  of Section  12 of  the Securities
          Exchange Act  of  1934,  the  registrant  has  duly  caused  this
          registration  statement  to  be  signed  on  its  behalf  by  the
          undersigned, thereto duly authorized.



                                                WESTERN GAS RESOURCES, INC.



                                                 By: /s/signature 
                                                 John Chandler
                                                 Vice President - Gas
                                                 Marketing and Pipelines 


          Date:  February 14, 1994