X0201 4 2004-01-26 0 0000856716 WESTERN GAS RESOURCES INC WGR 0001228362 STONEHOCKER WALTER L 1099 18TH STREET, SUITE 1200 DENVER CO 80202 1 0 0 0 Common Stock 2004-01-26 4 C 0 11596 39.75 A 2363876 I See footnote $2.625 Cumulative Convertible Preferred Stock 39.75 2004-01-26 4 C 0 9220 D Common Stock 11596 14517 I See footnote Reporting Person elected to convert 4,349 of the 11,196 shares of $2.625 Cumulative Convertible Preferred Stock ("Preferred Stock") held by him and his spouse elected to convert 4,349 shares of the Preferred Stock held by her. Reporting Person and his spouse elected to convert 522 shares of the 1,343 shares of Preferred Stock jointly owned. Following the transaction, Reporting Person owns 6,847 shares of Preferred Stock, the Reporting Person's spouse owns 6,847 shares of Preferred Stock and the Reporting Person and his spouse jointly own 821 shares of Preferred Stock. The Preferred Stock has no expiry date and is convertible at any time at the election of the holder. Following the transaction (see footnote 1), Reporting Person held 1,268,045 shares of common stock directly and the remainder are held either by the Reporting Person and his spouse as joint tenants or by his spouse. /s/ John C. Walter, as Attorney-in Fact for Walter L. Stonehocker 2004-01-28