WESTERN GAS RESOURCES INC
8-K, 1994-02-01
NATURAL GAS TRANSMISSION
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                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 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)  January 31, 1994
                                                        (December 6, 1993) 

                         WESTERN GAS RESOURCES, INC.
               (Exact name of registrant as specified in its charter)




                  Colorado                1-10389          84-1127613
       (State or other jurisdiction of  (Commission    (I.R.S Employer 
        incorporation)                  File Number)  Identification No.)




       12200 N. Pecos Street   Denver, Colorado               80234-3439
       (Address of principal executive offices)               (Zip Code)




                                   (303) 452-5603
            (Registrant's telephone number, including area code)



                                     No Changes
       (Former name, former address and former fiscal year, if changed  
       since last report). 
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            ITEM 5.  OTHER EVENTS

            On December 6,  1993, Green River Gathering  Company ("Green
            River") and  Mountain Gas  Resources, Inc.  ("Mountain Gas")
            filed  a  complaint  (the  "Complaint")  against  Washington
            Energy Exploration, Inc. ("Washington") in District Court in
            Arapahoe  County, Colorado  seeking the  payment  of certain
            outstanding receivables  from Washington  and a  declaratory
            judgment that the gathering agreement between Washington and
            Green River is in full force and effect.

            On  December   27,  1993,   Washington   filed  an   answer,
            counterclaim,  crossclaim and request for trial by jury (the
            "Answer") in response  to the Complaint.   The Answer denies
            the substance of the allegations set forth  in the Complaint
            and asserts  certain affirmative  defenses.   Washington has
            also  made  certain  counterclaims  seeking  money   damages
            relating to  Green River's  performance under  the gathering
            agreement and  under  a  processing  agreement  between  the
            parties,  and  seeks   a  declaratory  judgment  that   both
            agreements have  been terminated.   In addition,  Washington
            has made  a  crossclaim against  two unaffiliated entities,
            each of which owned part of Green River during  part of the 
            time period  in  question.  

            Western  Gas Resources, Inc.  (the "Company")  believes that
            Green  River is in  compliance with the  gathering agreement
            and the processing agreement and that both are in full force
            and effect.   Washington is the operator  of wells producing
            approximately 33% of the natural gas transported through the
            Green  River  gathering  system  to  Mountain  Gas'  Granger
            facility.    

            The   Company  owns  100%   of  Green  River,   directly  or
            indirectly,  through its  wholly-owned subsidiary,  Mountain
            Gas. 
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                                     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: January 31, 1994      By: /s/ (signature)
                                            William J. Krysiak
                                            Vice President - Controller 
                                            (Principal Financial and
                                            Accounting Officer)

<PAGE>


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