UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549


                                      FORM 8-K


                                   CURRENT REPORT

       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                                                         
       Date of Report (Date of earliest event reported)  November 30, 1994
                                                         _________________
                                                         November 28, 1994

                         WESTERN GAS RESOURCES, INC.
                 __________________________________________________
               (Exact name of registrant as specified in its charter)




                  Delaware                 1-10389          84-1127613
       ____________________________   ___________     __________________
       (State or other jurisdiction   (Commission      (I.R.S Employer 
        of incorporation)             File Number)   (Identification No.)


       12200 N. Pecos Street             Denver, Colorado      80234-3439
       __________________________________________________________________
       (Address of principal executive offices)               (Zip Code)




                                   (303) 452-5603                              
                 __________________________________________________
                (Registrant's telephone number, including area code)




                                     No Changes                                
        ______________________________________________________________
       (Former name, former address and former fiscal year, if changed  
       since last report). 















 





            ITEM 5.  OTHER EVENTS.

            The Company gave notice to  the holder of all of the  issued
            and  outstanding shares  of the  Company's 7.25%  Cumulative
            Senior  Perpetual  Convertible  Preferred  Stock  that   the
            Company will redeem all such  shares on November 30, 1994 at
            an aggregate redemption price  of approximately $42  million
            plus  accrued dividends.   The  Company and the  holder have
            agreed to extend  the redemption date to  February 28, 1995.
            The holder has the right on or prior to such redemption date
            to convert such shares into an aggregate of 2,090,000 shares
            of the  Company's common  stock.  The  Company is  unable to
            predict whether redemption or conversion will occur.   




 
 
 
 
 
 
 
 
 
 
 
 



























                                     SIGNATURES


            Pursuant  to the requirements of the Securities Exchange Act
            of 1934,  the registrant has  duly caused this report  to be
            signed  on its  behalf  by  the  undersigned  hereunto  duly
            authorized. 


                                            WESTERN GAS RESOURCES, INC.
                                             __________________________
                                                    Registrant


            Date: November 29, 1994     By: /s/ WILLIAM J. KRYSIAK
                                        ___________________________
                                        William J. Krysiak 
                                        Vice President Finance 
                                        (Principal Financial and
                                         Accounting Officer)