WESTERN GAS RESOURCES INC
8-K, 1999-05-27
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)  May 27, 1999
                                                  ------------
                                                  (May 26,1999)


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



        Delaware                        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 or former address, if changed since last report).
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ITEM 5. OTHER EVENTS

On May 26, 1999, the Company issued the following press release:

          May 26, 1999.  Western Gas Resources, Inc. ("Western Gas")(NYSE: WGR)
          -------------
announced today that it is privately offering approximately $150 million of
Senior Subordinated Notes due 2009.  Western Gas anticipates using the proceeds
of the offering to repay existing indebtedness and pay related fees and
expenses.  The terms and timing of the offering have not been finalized.  The
securities being offered in the private offering will not be and have not been
registered under the Securities Act of 1933 and may not be offered or sold in
the United Sates without registration or an applicable exemption from the
registration requirements.  This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sale of the
securities referred to herein in any state in which such offer, solicitation or
sale would be unlawful.
<PAGE>

                                  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, thereunto duly authorized.


                               WESTERN GAS RESOURCES, INC.
                               ---------------------------
                               (Registrant)


Date: May 27, 1999             By: /S/WILLIAM J. KRYSIAK
                                   ---------------------
                                   William J. Krysiak
                                   Vice President - Finance
                                   (Principal Financial and Accounting Officer)


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