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):  May 20, 2005

WESTERN GAS RESOURCES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-10389	84-1127613
(State of Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	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)

N.A.

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.              Entry into a Material Definitive Agreement.

On May 20, 2005, Western Gas Resources, Inc. (“Western”) entered into an amendment to extend the term of its Employment Agreement with Peter A. Dea, Western’s Chief Executive Officer.

Item 9.01.              Financial Statements and Exhibits.

(a)Exhibits.

A list of exhibits filed herewith is contained on the Exhibit Index which immediately precedes such exhibits and is incorporated herein by reference.

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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:  May 23, 2005	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
10.1	Amendment to Employment Agreement, dated May 20, 2005.

4

EX-10.1

Exhibit 10.1

AMENDMENT

to

EMPLOYMENT AGREEMENT

                THIS AMENDMENT (“Amendment”) to that certain Employment Agreement, dated October 15, 2001, by and between Western Gas Resources, Inc.,  (the “Corporation”) and Peter A. Dea, (“Employee”) (the “Agreement”), is made and entered into this 20^th day of May, 2005.

RECITALS

                WHEREAS, the Corporation and Employee have entered into negotiations to renew the Agreement; and

                WHEREAS, the parties desire to enter into a short-term extension of the term of the Agreement to facilitate the completion of their negotiations and the execution of a new employment agreement.

AGREEMENT

                NOW THEREFORE, in consideration of the mutual covenants contained in the Agreement and this Amendment, the parties hereto agree as follows:

1.That Section 1 of the Agreement be amended by deleted the words “May 31, 2005” and inserting in lieu thereof the words “July 31, 2005”.

2.Unless otherwise amended herein, all other provisions of the Agreement shall remain in full force and effect as originally written.

3.This Amendment may be executed in any number of counterparts, each of which shall be considered an original.

                IN WITNESS WHEREOF, the parties hereunto have executed this Amendment as of the date first written above.

WESTERN GAS RESOURCES, INC.:
By:	/s/ John C. Walter
Name: John C. Walter
Title: Executive Vice President
EMPLOYEE:
By:	/s/ Peter A. Dea
	Peter A. Dea