SEC FORM 4/A

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^*

SANDERSON BILL M

(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)
08/18/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/20/2003

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	08/18/2003		S		138,990	D	$38.4444	383,335	I	See footnote⁽¹⁾
Common Stock	08/18/2003		S		16,682	D	$38.5667	366,653	I	See footnote⁽²⁾
Common Stock	08/18/2003		S		38,100	D	$38.4844	328,553	I	See footnote⁽³⁾⁽⁴⁾

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)

Explanation of Responses:

1. 138,890 shares sold by Cedar Assets Trust. Following the transaction, Reporting Person's shares held as follows: 125,337 shares held by Reporting Person and spouse as joint tenants, 30,000 shares held in Reporting Person's IRA; 210,252 held by Cedar Assets Trust, the beneficiaries of which are children of the Reporting Person; 200 shares held by the Sanderson Family Foundation, of which the Reporting Person and his spouse are the directors; 16,682 held by the Sanderson Stock Trust, of which the Reporting Person's spouse is the trustee; and 864 held by Reporting Person's spouse.

2. 16,682 shares sold by Sanderson Stock Trust, of which Reporting Person's spouse is the trustee. Following the transaction, Reporting Person's shares held as follows: 125,337 shares held by Reporting Person and spouse as joint tenants, 30,000 shares held in Reporting Person's IRA; 210,252 held by Cedar Assets Trust, the beneficiaries of which are children of the Reporting Person; 200 shares held by the Sanderson Family Foundation, of which the Reporting Person and his spouse are the directors; and 864 held by Reporting Person's spouse.

3. 38,100 shares sold by Reporting Person and his spouse, as joint tenants. Following the transaction, Reporting Person's shares held as follows: 87,237 shares held by Reporting Person and spouse as joint tenants, 30,000 shares held in Reporting Person's IRA; 210,252 held by Cedar Assets Trust, the beneficiaries of which are children of the Reporting Person; 200 shares held by the Sanderson Family Foundation, of which the Reporting Person and his spouse are the directors; and 864 held by Reporting Person's spouse.

4. Amendment filed to correct the number of shares sold by Reporting Person and to correct the amount of securities beneficially owned by Reporting Person following each reported transaction.

	/s/ Bill M. Sanderson	09/19/2003
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.