DEFA14A

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):  August 15, 2006

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)

x 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 8.01.  Other Events.

On August 15, 2006, Western Gas Resources, Inc. (“Western”) issued a press release announcing that the Wyoming Public Service Commission has approved Western’s application to transfer control (at the ultimate parent level) of Mountain Gas Transportation, Inc. and MGTC, Inc. from Western to Anadarko Petroleum Corporation.  The press release is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01.  Financial Statements and Exhibits.

(d)           Exhibits.

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

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: August 16, 2006	By:	/s/ John C. Walter
		Name:		John C. Walter
		Title:		Executive Vice President and General Counsel

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release, dated August 15, 2006, announcing Wyoming Public Service Commission approval of change of control of Wyoming pipeline

EX-99.1

Exhibit 99.1

WESTERN GAS RESOURCES, INC.

ANNOUNCES WYOMING PUBLIC SERVICE COMMISSION APPROVAL OF CHANGE OF
CONTROL OF WYOMING PIPELINE

DENVER, August 15, 2006.  Western Gas Resources, Inc. (NYSE:WGR) (“Western”) today announced that the Wyoming Public Service Commission has approved Western’s application to transfer control (at the ultimate parent level) of Mountain Gas Transportation, Inc. and MGTC, Inc. from Western to Anadarko Petroleum Corporation (NYSE:APC) (“Anadarko”).  This was the last remaining regulatory approval required prior to the closing under the merger agreement providing for the merger of Western with a subsidiary of Anadarko.

The proposed merger was announced on June 23, 2006, and is expected to be completed subject to, and immediately following, the approval of Western stockholders at a special meeting scheduled for August 23, 2006 and the satisfaction of customary closing conditions set forth in the merger agreement. Under the terms of the merger agreement, Western stockholders will receive $61.00 per share in cash for each share of common stock.

Company Description.  Western is an independent natural gas explorer, producer, gatherer, processor, transporter and energy marketer.  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, and the rapidly growing Pinedale Anticline.  The Company also 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.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the completion of the merger transaction with Anadarko.  Although the Company believes that its expectations are based on reasonable assumptions, Western can give no assurances that its goals will be achieved. These statements are subject to numerous risks and uncertainties, which may cause actual results to differ materially.  These risks and uncertainties include, among other things, approval by Western’s stockholders, the satisfaction of customary closing conditions, and other factors as discussed in the Company’s 10-K and 10-Q Reports and other filings with the SEC.

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

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