8-K

                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 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):  MARCH 22, 2001


                     WESTERN GAS RESOURCES, INC.
         (Exact Name of Registrant as Specified in Charter)


             DELAWARE               1-10389                84-1127613
(State of Other Jurisdiction    (Commission File         (IRS Employer
    of Incorporation)                Number)           Identification No.)


        12200 N. PECOS STREET, DENVER, COLORADO         80234-3439
           (Address of Principal Executive              (Zip Code)


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


                                    N/A
       (Former name or former address, if changed since last report)



ITEM 5.  OTHER EVENTS.

      (a)      Adoption of Stockholder Rights Plan.

            On March 22, 2001, the Board of Directors of Western Gas
Resources, Inc. (the "Company") declared a dividend distribution of one
Right for each outstanding share of Company Common Stock to stockholders of
record at the close of business on April 9, 2001 (the "Record Date"). Each
Right entitles the registered holder to purchase from the Company a unit
consisting of one one-hundredth of a share (a "Unit") of Series A Junior
Participating Preferred Stock, par value $.10 per share (the "Preferred
Stock"), at a Purchase Price of $180 per Unit, subject to adjustment. The
description and terms of the Rights are set forth in a Rights Agreement
(the "Rights Agreement"), dated as of March 22, 2001, between the Company
and Fleet National Bank (f/k/a Bank Boston, NA), as Rights Agent.

            Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate Rights
Certificates will be distributed. Subject to certain exceptions specified
in the Rights Agreement, the Rights will separate from the Common Stock and
a Distribution Date will occur upon the earliest of (i) the tenth business
day following the date (the "Stock Acquisition Date") of the first public
announcement by the Company that any person or group has become the
beneficial owner of 15% or more shares of the Common Stock then outstanding
(other than the Company, any subsidiary of the Company, and any employee
benefit plan of the Company or any subsidiary, certain persons who
inadvertently beneficially own more than 15% of the Common Stock), (ii) the
tenth business day following the commencement of a tender or exchange offer
if, upon its consummation, the offeror would become the beneficial owner of
15% or more of the Common Stock then outstanding, or (iii) a merger or
other business combination transaction involving the Company. Until the
Distribution Date, (i) the Rights will be evidenced by the Common Stock
certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after the Record
Date will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any certificates for
Common Stock outstanding will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate. Pursuant
to the Rights Agreement, the Company reserves the right to require prior to
the occurrence of a Triggering Event (as defined below) that, upon any
exercise of Rights, a number of Rights be exercised so that only whole
shares of Preferred Stock will be issued.

            The Rights are not exercisable until the Distribution Date and
will expire at 5:00 P.M. (New York City time) on March 22, 2011, unless
earlier redeemed, exchanged, extended or terminated by the Company as
described below.

            As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock as of
the close of business on the Distribution Date and, thereafter, the
separate Rights Certificates alone will represent the Rights. Except as
otherwise determined by the Board of Directors, only shares of Common Stock
issued prior to the Distribution Date will be issued with Rights.

            In the event that a Person becomes an Acquiring Person (except
pursuant to an offer for all outstanding shares of Common Stock which the
disinterested directors determine to be fair and not inadequate to and to
otherwise be in the best interests of the Company and its stockholders,
after receiving advice from one or more investment banking firms (a
"Qualifying Offer")), each holder of a Right will thereafter have the right
to receive, upon exercise, Common Stock (or, in certain circumstances,
cash, property or other securities of the Company) having a value equal to
two times the exercise price of the Right. Notwithstanding any of the
foregoing, following the occurrence of the event set forth in this
Paragraph, all Rights that are, or (under certain circumstances specified
in the Rights Agreement) were, beneficially owned by any Acquiring Person
will be null and void. However, Rights are not exercisable following the
occurrence of the event set forth above until such time as the Rights are
no longer redeemable by the Company as set forth below.

            For example, at an exercise price of $180 per Right, each Right
not owned by an Acquiring Person (or by certain related parties) following
an event set forth in the preceding Paragraph would entitle its holder to
purchase $360 worth of Common Stock (or other consideration, as noted
above) for $180. Assuming that the Common Stock had a per share value of
$60 at such time, the holder of each valid Right would be entitled to
purchase 6 shares of Common Stock for $180.

            In the event that (i) the Company is acquired in a merger
(other than a "clean-up" merger which follows a Qualifying Offer) or other
business combination transaction (x) in which the Company is not the
surviving entity, (y) in which the Company is the surviving entity and the
Common Stock is changed or exchanged or the Common Stock remains
outstanding but constitutes less than 50% of the shares outstanding
immediately following the merger, or (ii) 50% or more of the Company's
assets, cash flow or earning power is sold or transferred, each holder of a
Right (except Rights which have previously been voided as set forth above)
shall thereafter have the right to receive, upon exercise, common stock of
the acquiring company having a value equal to two times the exercise price
of the Right. The events set forth in this Paragraph and in the second
preceding Paragraph are referred to as the "Triggering Events."

            At any time after a person becomes an Acquiring Person and
prior to the acquisition by such person or group of fifty percent (50%) or
more of the outstanding Common Stock, the Board may exchange the Rights
(other than Rights owned by such person or group which have become void),
in whole or in part, at an exchange ratio of one share of Common Stock, or
one one-hundredth of a share of Preferred Stock (or of a share of a class
or series of the Company's preferred stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).

            At any time until 10 business days following the Stock
Acquisition Date, the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (payable in cash, Common Stock or other
consideration deemed appropriate by the Board of Directors). Immediately
upon the action of the Board of Directors ordering redemption of the
Rights, the Rights will terminate and the only right of the holders of
Rights will be to receive the $.01 redemption price.

            Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to stockholders or to the
Company, stockholders may, depending upon the circumstances, recognize
taxable income in the event that the Rights become exercisable for Common
Stock (or other consideration) of the Company or for common stock of the
acquiring company or in the event of the redemption of the Rights as set
forth above.

            Any of the provisions of the Rights Agreement may be amended by
the Board of Directors of the Company prior to the Distribution Date. After
the Distribution Date, the provisions of the Rights Agreement may be
amended by the Board in order to cure any ambiguity, to make changes which
do not adversely affect the interests of holders of Rights, or to shorten
or lengthen any time period under the Rights Agreement. The foregoing
notwithstanding, no amendment may be made at such time as the Rights are
not redeemable.

           Capitalized terms used herein and not defined have the meaning
set forth in the Rights Agreement.

           The Rights Agreement specifying the terms of the Rights is being
filed with the Securities and Exchange Commission as an exhibit to a
Registration Statement on Form 8-A and is incorporated herein by reference.
The foregoing summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to such exhibit.

           The press release issued by the Company on March 23, 2001
announcing the adoption of a Stockholder Rights Plan by its Board of
Directors is attached hereto as an exhibit and is incorporated herein by
reference.


ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
          EXHIBITS.

    (c)   Exhibits.

      4.1   Rights Agreement, dated as of March 22, 2001, between Western
            Gas Resources, Inc. (the "Company") and Fleet National Bank
            (f/k/a Bank Boston, NA), as Rights Agent, is incorporated
            herein by reference to the exhibit to the Company's
            Registration Statement on Form 8-A, dated March 29, 2001.

      99.1  Press Release issued by the Company on March 23, 2001.




                                 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.


Dated:  March 29, 2001              By:  /s/  John C. Walter
                                       ---------------------------------
                                    Name:  John C. Walter
                                    Title: Executive Vice President




                               EXHIBIT INDEX

Exhibit No. Description
- ----------- -----------
4.1         Rights Agreement, dated as of March 22, 2001, between Western
            Gas Resources, Inc. (the "Company") and Fleet National Bank
            (f/k/a Bank Boston, NA), as Rights Agent, is incorporated
            herein by reference to the exhibit to the Company's
            Registration Statement on Form 8-A, dated March 29, 2001.

99.1        Press Release issued by the Company on March 23, 2001.

EX-99

                        WESTERN GAS RESOURCES, INC.
                       ADOPTS STOCKHOLDER RIGHTS PLAN

DENVER, March 23, 2001. Western Gas Resources, Inc. ("Western") (NYSE:WGR)
announced today that its Board of Directors has adopted a Stockholder
Rights Plan in which rights will be distributed as a dividend at the rate
of one Right for each share of common stock, par value $0.10 per share, of
the company held by stockholders of record as of the close of business on
April 9, 2001.

The Rights Plan was not adopted in response to any efforts to acquire
control of the Company. The Rights Plan, however, is designed to deter
coercive takeover tactics including the accumulation of shares in the open
market or through private transactions and to prevent an acquirer from
gaining control of the company without offering a fair and adequate price
to all of the Company's stockholders.

Each Right initially will entitle stockholders to buy one unit of a share
of a new series of preferred stock for $180. The Right generally will be
exercisable only if a person or group acquires beneficial ownership of 15
percent or more of the Company's then outstanding common stock or commences
a tender or exchange offer upon consummation of which such person or group
would beneficially own 15 percent or more of the Company's then outstanding
common stock. The Rights will expire on March 22, 2011.

Western is an independent gas gatherer and processor, transporter, producer
and an energy marketer providing a broad range of services to its customers
from the wellhead to the sales delivery point. The Company designs,
constructs, owns and operates natural gas gathering, processing and
treating facilities in major gas-producing basins in the Rocky Mountain,
Mid-Continent, Gulf Coast and Southwestern regions of the United States.
For additional Company information, visit Western's Web site at
www.westerngas.com.

Investor Contact: Ron Wirth, Director of Investor Relations
                  (800) 933-5603 or (303) 252-6090
e-mail: rwirth@westerngas.com