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^*

JEFFRIES BRIAN

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President-Marketing

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2004

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	08/11/2004		M		10,000	A	$2.755	10,150	D
Common Stock	08/11/2004		M		6,666	A	$16.475	16,816	D
Common Stock	08/11/2004		M		30,000	A	$18.17	46,816	D
Common Stock	08/11/2004		S		46,666	D	$28.417	150	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 Options (Right to Buy)	$2.755	08/11/2004		M			10,000	03/12/2000⁽¹⁾	03/12/2005⁽¹⁾	Common Stock	10,000	$0	0⁽¹⁾	D
Stock Options (Right to Buy)	$16.475	08/11/2004		M			6,666	10/23/2003⁽²⁾	10/23/2010⁽²⁾	Common Stock	6,666	$0	13,334⁽²⁾	D
Stock Options (Right to Buy)	$18.17	08/11/2004		M			30,000	06/25/2002⁽³⁾	06/25/2007⁽³⁾	Common Stock	30,000	$0	20,000⁽³⁾	D

Explanation of Responses:

1. On March 12, 1999, Reporting Person granted options to purchase 30,000 shares of common stock of Western Gas Resources, Inc. at a price of $5.51 per share. Options vest in 1/3 annual increments commencing on March 12, 2000 and expire on the earlier of five years from the date of vesting or ten years from the date of grant. At the time of the 2:1 stock split, Reporting Person held 10,000 remaining options, which following the stock split converted to 20,000 options at an exercise price of $2.755.

2. On October 23, 2002, Reporting Person was granted options to purchase 10,000 shares of common stock of Western Gas Resources, Inc. at a price of $32.95 per share. Options vest in 1/3 annual increments commencing on October 23, 2003 and expire on the earlier of five years from the date of vesting or ten years from the date of grant. Following the time of the 2:1 stock split, Reporting Person held 20,000 options at an exercise price of $16.475.

3. On June 25, 2001, Reporting Person was granted options to purchase 25,000 shares of common stock of Western Gas Resources, Inc. at a price of $36.34 per share. Options vest in 20% annual increments commencing on June 25, 2002 and expire on the earlier of five years from the date of vesting or ten years from the date of grant. Following the time of the 2:1 stock split, Reporting Person held 50,000 options at an exercise price of $18.17.

	/s/ Brian E. Jeffries	08/13/2004
	** 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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