8-K

UNITED STATES

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):  January 21, 2004

WESTERN GAS RESOURCES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-10389	84-1127613
(State of Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1099 18th Street, Suite 1200, Denver, Colorado		80202
(Address of Principal Executive Offices)		(Zip Code)

(303) 452-5603

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Item 5.  Other Events

On January 22, 2004, Western Gas Resources, Inc. issued a press release announcing the completion of its previously announced redemption of 800,000 shares of its $2.625 Cumulative Convertible Preferred Stock.

The press release is attached as an exhibit to this Form 8-K and incorporated herein by reference.

Item 7.  Financial Statements and Exhibits

(c)     Exhibit:

99Press release, dated January 22, 2004, announcing the completion of the previously announced redemption of 800,000 shares of Western Gas Resources, Inc. $2.625 Cumulative Convertible Preferred Stock.

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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:   January 22, 2004	By:		/s/ William J. Krysiak
			Name:  William J. Krysiak
			Title:  Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
99	Press release, dated January 22, 2004, announcing the completion of the previously announced redemption of 800,000 shares of Western Gas Resources, Inc. $2.625 Cumulative Convertible Preferred Stock.

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EX-99

Exhibit 99

WESTERN GAS RESOURCES, INC.

ANNOUNCES COMPLETION OF REDEMPTION OF 800,000 SHARES OF $2.625

CUMULATIVE CONVERTIBLE PREFERRED STOCK

ON JANUARY 21, 2004

DENVER, January 22, 2004. Western Gas Resources, Inc. (“the Company”)  (NYSE:WGR) announced today the completion of its previously announced redemption of 800,000 shares of its $2.625 Cumulative Convertible Preferred Stock.  Of the 800,000 shares of Preferred Stock called for redemption, holders elected to convert 786,751 shares and Western redeemed 13,249 shares.  Western issued 989,622 shares of its Common Stock for the 786,751 shares of Preferred Stock tendered for conversion and paid approximately $672,000for the shares of Preferred Stock redeemed.

Following the redemption on January 21, 2004, a total of 1,252,943 shares of the $2.625 Cumulative Convertible Preferred Stock remain outstanding.

Company Description.  Western is an independent natural gas explorer, producer, gatherer, processor, transporter and energy marketer providing a broad range of services to its customers from the wellhead to the sales delivery point.  The Company’s producing properties are located primarily in Wyoming, including the developing Powder River Basin coal bed methane play, where Western is a leading acreage holder and producer.  The Company also designs, constructs, owns and operates natural gas gathering, processing and treating facilities in major gas-producing basins in the Rocky Mountain, Mid-Continent and West Texas 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