SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

REID JOSEPH E

(Last)

(First)

(Middle)

1099 18TH STREET, SUITE 1200

(Street)

DENVER

80202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WESTERN GAS RESOURCES INC [ WGR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/23/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/23/2006		D⁽¹⁾		7,000	D	$61⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$2.755	08/23/2006		D⁽²⁾			2,600	03/12/2000⁽³⁾	03/12/2005	Common Stock	2,600	$0	0	D
Stock Option (Right to Buy)	$18.91	08/23/2006		D⁽²⁾			4,000	05/17/2003⁽³⁾	05/17/2008	Common Stock	4,000	$0	0	D
Stock Option (Right to Buy)	$19.38	08/23/2006		D⁽²⁾			4,000	05/19/2004⁽³⁾	05/19/2009	Common Stock	4,000	$0	0	D
Stock Option (Right to Buy)	$27.685	08/23/2006		D⁽²⁾			4,000	05/10/2005⁽³⁾	05/10/2010	Common Stock	4,000	$0	0	D
Stock Option (Right to Buy)	$34	08/23/2006		D⁽²⁾			4,000	05/06/2006⁽³⁾	05/06/2011	Common Stock	4,000	$0	0	D
Stock Option (Right to Buy)	$52.78	08/23/2006		D⁽²⁾			4,000	05/05/2007⁽³⁾	05/05/2012	Common Stock	4,000	$0	0	D

Explanation of Responses:

1. On August 23, 2006, at the effective time of the merger contemplated by the Agreement and Plan of Merger, dated as of June 22, 2006, among Anadarko Petroleum Corporation, APC Merger Sub, Inc. and Western Gas Resources, Inc., the shares of common stock listed in Table I were automatically cancelled and converted into the right to receive $61.00 in cash.

2. On August 23, 2006, at the effective time of the merger contemplated by the Agreement and Plan of Merger, dated as of June 22, 2006, among Anadarko Petroleum Corporation, APC Merger Sub, Inc. and Western Gas Resources, Inc., each option became immediately and fully vested and was cancelled and converted into the right to receive a cash amount equal to the excess of $61.00 over the option exercise price multiplied by the number of shares subject to such option.

3. The vesting of all options accelerates at the effective time of the merger contemplated by the Agreement and Plan of Merger, dated as of June 22, 2006, among Anadarko Petroleum Corporation, APC Merger Sub, Inc. and Western Gas Resources, Inc.

	/s/ John C. Walter, as Attorney-in-Fact for Joseph E. Reid	08/23/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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