<PAGE>

        As filed with the Securities and Exchange Commission on January 24, 2000

                                               Registration No. 333-
================================================================================



                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                    ______________________________________

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                    ______________________________________

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

     Delaware                                              84-1127613
     (State or other jurisdiction of                       (I.R.S. Employer
     incorporation or organization)                        Identification No.)

                           12200 North Pecos Street
                          Denver, Colorado 80234-3439
                                (303) 452-5603
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

               --------------------------------------------------

                   Non-Employee Directors' Stock Option Plan
                             (Full title of plan)


                ------------------------------------------------

                             John C. Walter, Esq.
                                General Counsel
                          Western Gas Resources, Inc.
                           12200 North Pecos Street
                          Denver, Colorado 80234-3439
                                (303) 452-5603
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                ------------------------------------------------


<TABLE>
<CAPTION>
                                                  CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                  <C>                      <C>                        <C>
TITLE OF SECURITIES         AMOUNT TO BE         PROPOSED MAXIMUM         PROPOSED MAXIMUM             AMOUNT OF
 TO BE REGISTERED           REGISTERED (1)        OFFERING PRICE PER      AGGREGATE OFFERING         REGISTRATION FEE
                                                    SHARE (2)                 PRICE
-------------------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $.10 per share       15,000  shares        $  12.1875               $  182,812.50              $  48.26
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

     (1)    This Registration Statement, pursuant to Rule 416, covers any
     additional shares of $.10 per value common stock (the "Common Stock") which
     becomes issuable under the Non-Employee Directors" Stock Option Plan
     ("Plan") set forth herein by reason of any stock dividend, stock split,
     recapitalization or any other similar transaction without receipt of
     consideration which results in an increase in the number of shares of
     Common Stock outstanding.

     (2)    The proposed maximum offering price per share was estimated solely
            for the purpose of calculating the registration fee in accordance
            with Rule 457(h) and is based on the average of the high and low
            prices for the Common Stock on The New York Stock Exchange on
            January 19, 2000 of $12.1875 per share.
<PAGE>

                               EXPLANATORY NOTE

     Western Gas Resources, Inc. ("Western") has prepared this Registration
Statement in accordance with the requirements of Form S-8 under the Securities
Act of 1933, as amended (the "1933 Act"), to register shares of its common
stock, $0.10 par value per share. Under cover of this Form S-8 is a Reoffer
Prospectus that Western prepared in accordance with Part I of Form S-3 under the
1933 Act. The Reoffer Prospectus may be utilized for reofferings and resales of
up to 15,000 shares of common stock acquired by prospective selling stockholders
under the Western Gas Resources, Inc. Non-Employee Directors' Stock Option Plan
(the "Plan"). It does not contain all the information set forth in the
Registration Statement, certain items of which are contained in schedules and
exhibits to the Registration Statement as permitted by the rules and regulations
of the Securities and Exchange Commission (the "Commission"). Statements
contained in this Reoffer Prospectus as to the contents of any agreement,
instrument or other document referred to are not necessarily complete. With
respect to each such agreement, instrument or other document filed as an exhibit
to the Registration Statement, reference is made to the exhibit for a more
complete description of the matter involved, and each such statement shall be
deemed qualified in its entirety by such reference.
<PAGE>

                                    PART I

                          WESTERN GAS RESOURCES, INC.

        FORM S-8 CROSS REFERENCE SHEET SHOWING LOCATION OF INFORMATION
                        REQUIRED BY PART I OF FORM S-3


<TABLE>
<CAPTION>
Form S-3 Item Number                                        Location/Heading in Prospectus
--------------------                                        ------------------------------
<S>                                                         <C>
1.   Forepart of Registration Statement and Outside         Cover page
     Front Cover page of Prospectus

2.   Inside Front and Outside Back Cover Page of            Table of Contents
     Prospectus

3.   Summary Information, Risk Factors and Ratio of         The Company; Risk Factors
     Earnings to Fixed Charges

4.   Use of Proceeds                                        Use of Proceeds

5.   Determination of Offering Price                        Not applicable

6.   Dilution                                               Not applicable

7.   Selling Security Holders                               Selling Securityholders

8.   Plan of Distribution                                   Plan of Distribution

9.   Description of Securities to be Registered             Not applicable

10.  Interests of Named Experts and Counsel                 Legal Matters

11.  Material Changes                                       Not Applicable

12.  Incorporation of Certain Information                   Documents Incorporated by Reference

13.  Disclosure of Commission Position on                   Indemnification
     Indemnification for Securities Act Liabilities
</TABLE>
<PAGE>

                               15,000 Shares of
                                 Common Stock

                          Western Gas Resources, Inc.

                   Non-Employee Directors' Stock Option Plan

     This Reoffer Prospectus relates to 15,000 shares of the Common Stock, par
value $0.10 (the "Common Stock"), of Western, which may be offered from time to
time by certain key employees named herein and certain employees who are not
named herein (the "Selling Securityholders"). It is anticipated that the Selling
Securityholders will offer shares for sale at prevailing prices on the New York
Stock Exchange on the date of sale. The Company will receive no part of the
proceeds of sale made hereunder. All expenses of registration incurred in
connection with this offering are being borne by the Company, but all selling
and other expenses incurred by each of the Selling Securityholders will be borne
by each such Selling Securityholder.

     The Common Stock is traded on the New York Stock Exchange under the symbol
"WGR". The Selling Securityholders and any broker executing selling orders on
behalf of the Selling Securityholders may be deemed to be "underwriters" within
the meaning of the 1933 Act, in which event commissions received by such broker
may be deemed to be underwriting commissions under the 1933 Act.

         THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED
          ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.
                    SEE "RISK FACTORS" BEGINNING ON PAGE 3.
  NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
 COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
       ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
                      CONTRARY IS A CRIMINAL OFFENSE.

     No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by Western or
any Selling Securityholder. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities by any person in any jurisdiction in which it is unlawful for such
person to make such offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create an
implication that the information contained herein is correct as of any time
subsequent to the date hereof.

               The date of this Prospectus is January 24, 2000.
<PAGE>

<TABLE>
<S>                                                                <C>
THE COMPANY........................................................  1
RISK FACTORS.......................................................  1
USE OF PROCEEDS....................................................  3
SELLING SECURITYHOLDERS............................................  3
PLAN OF DISTRIBUTION...............................................  4
LEGAL MATTERS......................................................  4
DOCUMENTS INCORPORATED BY REFERENCE................................  5
INDEMNIFICATION....................................................  5
EXPERTS............................................................  5
</TABLE>
<PAGE>

                                  THE COMPANY

       Western Gas Resources, Inc. is an independent gas gatherer and processor
and an energy marketer providing a full range of services to its customers from
the wellhead to the delivery point. We design, construct, own and operate
natural gas gathering, processing, treating and storage facilities in major gas-
producing basins in the Rocky Mountain, Mid-Continent, Gulf Coast and
Southwestern regions of the United States. We connect producers' wells to our
gathering systems for delivery to our processing or treating plants, process the
natural gas to extract natural gas liquids ("NGLs") and treat the natural gas in
order to meet pipeline specifications. We are a nationwide marketer of natural
gas, NGLs and wholesale electric power, providing a full range of services
including risk management, storage, transportation, scheduling and peaking
services to a variety of customers. We were incorporated in Delaware in 1989.
Our principal offices are located at 12200 North Pecos Street, Denver, Colorado
80234-3439, and our telephone number is (303) 452-5603.


                                  RISK FACTORS

       Prospective investors should carefully review the following factors
together with the other information contained in this Prospectus and any
accompanying Prospectus Supplement prior to making an investment decision.

Risks Related to Our Business

       Our future finanical condition and results of operations are affected by
volatile product prices and hedging transactions.

       Our future financial condition and results of operations will depend
significantly upon the prices received for our natural gas and NGLs. Prices for
natural gas and NGLs are subject to fluctuations in response to changes in
supply, market uncertainty and a variety of additional factors that are beyond
our control. These factors include the level of domestic production, the
availability of imported oil and gas, actions taken by foreign oil and gas
producing nations, the availability of transportation systems with adequate
capacity, the availability of competitive fuels, fluctuating and seasonal demand
for oil, gas and NGLs, conservation and the extent of governmental regulation of
production and the overall economic environment. A substantial or extended
decline in gas and/or NGL prices would have a material adverse effect on our
financial position, results of operations and access to capital.

       Our risk management policy is to enter into futures, swaps and option
contracts primarily to reduce risk and lock-in profit margins on our marketing
and storage activities. Over-the-counter derivatives, with creditworthy
counterparties, also permit us to offer our gas customers alternate pricing and
delivery mechanisms meeting their specific needs. To ensure a known price for
future equity production and a fixed margin between gas injected into storage
and gas withdrawn from storage, we typically will sell a futures contract and
related basis swap and thereafter, either (i) make physical delivery of our
product to comply with such futures contract and settle our basis swap or (ii)
buy matching futures and basis position contracts to unwind our position and
sell our production to a customer in the cash market. We also may contract to
sell future production to a customer at a fixed price and then purchase futures
contracts to lock-in a margin. These same techniques also may be utilized to
manage price risk for product purchased from marketing customers. Such contracts
may expose us to the risk of financial loss in certain circumstances, including
instances where production is less than expected, our customers fail to purchase
or deliver the contracted quantities of natural gas or NGLs or credit risk with
derivatives counterparties. Furthermore, to the extent that we engage in hedging
activities, we may be prevented from realizing the benefits of price increases
above the levels of such hedges.

       The uncertainties of gas supply may affect our ability to replace
dedicated reserves.

       We must continually connect new wells to our gathering systems in order
to maintain or increase throughput levels to offset natural declines in
dedicated volumes. Historically, while certain individual plants have
experienced declines in dedicated reserves, we have been successful in
connecting additional reserves to more than offset the natural declines and
reserves dedicated to existing facilities. There is no assurance that we will
continue to be successful in replacing the dedicated reserves processed at our
facilities.

       Our estimates of oil and gas reserves are subject to numerous
uncertainties.

       Our reserve estimates are subject to numerous uncertainties inherent in
the estimation of quantities of proved reserves and in the projection of future
rates of production and the timing of development expenditures. The accuracy
<PAGE>

of such estimates is a function of the quality of available data and of
engineering and geological interpretation and judgement. Reserve estimates are
imprecise and should be expected to change as additional information becomes
available. Results of subsequent drilling, testing and production may cause
either upward or downward revisions of previous estimates. In addition, the
estimates of future net revenues from our proved reserves and the present value
thereof are based upon certain assumptions about production levels, prices and
costs, which may not be correct. Further, the volumes considered to be
commercially recoverable fluctuate with changes in prices and operating costs.
The meaningfulness of such estimates is highly dependent upon the accuracy of
the assumptions upon which they were based. Actual results may differ materially
from the results estimated. Our estimates of reserves dedicated to our gathering
and processing facilities are calculated by our reservoir engineering staff and
are based on publicly available data. These estimates may be less reliable than
the reserve estimates made for our own producing properties since the data
available for estimates of our own producing properties also includes our
proprietary data.

       Our ability to pay fixed charges and common stock dividends depends on
many factors.

       Our financial and operational performance depends in part on prevailing
economic conditions and on various financial, business and other factors beyond
our control. We cannot assure you that our cash flows and capital resources will
be sufficient to pay our fixed charges, including interest expense and common
stock dividends.

       Opportunities for expansion and availability of related financing are
uncertain.

       In order for us to expand our business through either the purchase or
construction of new gathering and processing facilities, we will be required to
identify expansion opportunities and to finance such activities, using cash
flow, equity or debt financing or a combination thereof. No assurance can be
given that appropriate opportunities for expansion at levels of profitability
which satisfy our target rates can be obtained or that financing on terms
acceptable to us can be obtained. Natural gas and NGL price volatility make it
difficult to estimate the value of acquisitions and to budget and forecast the
return on our projects. In addition, unusually volatile prices often disrupt the
market for gas and NGL properties, as buyers and sellers have more difficulty
agreeing on the purchase price of properties.

       The natural gas gathering, processing, treating and marketing businesses
are highly competitive and there can be no assurance that we can compete
successfully with other companies in the industry.

       We compete with other companies in the gathering, processing, treating
and marketing business both for supplies of natural gas and for customers for
our natural gas and NGLs. Competition for natural gas supplies is primarily
based on efficiency, reliability, availability of transportation and ability to
obtain a satisfactory price for the producers' natural gas. Competition for
sales customers is primarily based upon reliability and price of deliverable
natural gas and NGLs. Our competitors for obtaining additional gas supplies, for
gathering and processing gas and for marketing gas and NGLs include national and
local gas gatherers, brokers, marketers and distributors of various size,
financial resources and experience. For marketing customers that have the
capability of using alternative fuels, such as oil and coal, we also compete
based primarily on price against companies capable of providing such alternative
fuels. We have experienced narrowing margins related to third- party sales due
to the increasing availability of pricing information in the natural gas
industry. Counterparties in our gas marketing transactions may require
additional security such as letters of credit that are not required of certain
of our competitors. If the additional security is required, our marketing
margins and volumes may be adversely impacted.

       The construction and operation of our gathering lines, plants and other
facilities are subject to environmental laws and regulations that could affect
our financial position or results of operations.

       The construction and operation of our gathering lines, plants and other
facilities used for the gathering, transporting, processing, treating or storing
of natural gas and NGLs are subject to federal, state and local environmental
laws and regulations, including those that can impose obligations to clean-up
hazardous substances at our facilities or at facilities to which the we send
wastes for disposal. In most instances, the applicable regulatory requirements
relate to water and air pollution control or waste management. We believe that
we are in substantial compliance with applicable material environmental laws and
regulations. Environmental regulation can increase the cost of planning,
designing, constructing and operating our facilities or well sites.

       Under the Clean Air Act, as amended, individual states are required to
adopt regulations to implement the operating permit program. We do not believe
that compliance with the Clean Air Act will require any material capital
expenditures, although it will cause increased permitting costs in future years
and will increase certain operating costs, such as emissions fees, on an
on-going basis. We do not believe that such cost increases will have a material
<PAGE>

effect on our financial position or results of operations.

       We believe that it is reasonably likely that the trend in environmental
legislation and regulation will continue to be towards stricter standards. We
are unaware of future environmental standards that are reasonably likely to be
adopted that will have a material effect on our financial position or results of
operations, but cannot rule out that possibility.

       Our business is subject to numerous other operational risks.

       Numerous risks affect drilling activities, including the risk of drilling
non-productive wells or dry holes. The cost of drilling, completing and
operating wells and of installing production facilities and pipelines is often
uncertain. Also, our drilling operations could diminish or cease because of any
of the following:


 .      title problems;

 .      weather conditions;

 .      noncompliance with or changes in governmental requirements or
       regulations;

 .      shortage or delays in the delivery or availability of equipment; and

 .      failure to obtain permits from regulatory agencies, such as those
       issued by the Bureau of Land Management, for our operations in a timely
       manner.


       Regulations may have a significant impact upon our overall operations.

       Many aspects of our gathering, processing, marketing and transportation
of natural gas and NGLs are subject to federal, state and local laws and
regulations which can have a significant impact upon our overall operations. As
a processor and marketer of natural gas and NGLs, we depend on the
transportation and storage services offered by various interstate and intrastate
pipeline companies for the delivery and sale of our own gas supplies as well as
those we process and/or market for others. Both the performance of
transportation and storage services by interstate pipelines and the rates
charged for such services are subject to the jurisdiction of the Federal Energy
Regulatory Commission or state regulatory agencies. An inability to obtain
transportation and/or storage services at competitive rates can hinder our
processing and marketing operations and/or affect our sales margins.

       Insurance and operational risks may result in curtailment or suspension
of operations.

       We are subject to various hazards which are inherent in the industry in
which we operate such as explosions, product spills, leaks and fires, each of
which could cause personal injury and loss of life, severe damage to and
destruction of property and equipment, and pollution or other environmental
damage, and may result in curtailment or suspension of operations at the
affected facility. We maintain physical damage, comprehensive general liability,
workers' compensation and business interruption insurance. Such insurance is
subject to deductibles that we consider reasonable. We are not fully insured
against all risks in our business, however, we believe that the coverage we
maintain is adequate and consistent with other companies in the industry.
Consistent with insurance coverage typically available to the natural gas
industry, our insurance policies do not provide coverage for losses or
liabilities relating to pollution, except for sudden and accidental occurrences.

                                USE OF PROCEEDS

       We will not receive any of the proceeds from the offering hereunder. All
expenses of registration incurred in connection with this offering are being
borne by us, but all selling and other expenses incurred by the individual
Selling Securityholders will be borne by such Selling Securityholders.

                            SELLING SECURITYHOLDERS

       This Prospectus covers possible sales by our officers, directors and
affiliates of shares they acquire through exercise of stock options granted
under the Plan. The names of such individuals who may be selling stockholders
from time to time are listed below, along with the number of shares of common
stock currently owned by them and the number of shares offered for sale.
Non-affiliates which are not named in this Prospectus holding the lesser of

<PAGE>

1,000 shares or one percent of the shares issuable under the Plan may use this
Prospectus to sell up to the lesser of 1000 shares or one percent of the shares
issuable under the Plan. The number of shares offered for sale may be updated in
supplements to this prospectus, which will be filed with the Securities and
Exchange Commission in accordance with Rule 424(b) under the Securities Act of
1933, as amended. The address of each individual is in our care at 12200 North
Pecos Street, Denver, Colorado 80234-3439.

                                                                 Number of
Name of Selling                          Shareholdings        Shares Offered
Stockholder             Number(1)        Percent(1)               For Sale
-----------             ---------        ----------               --------
(1)    Includes  all stock  options  exercisable  within 60 days from the date
hereof, including stock options issued under the Plan.

                             PLAN OF DISTRIBUTION

       The shares of Common Stock covered by this Reoffer Prospectus are being
registered by us for the account of the Selling Securityholders.

       The Selling Securityholder(s) may sell the shares in one or more
transactions (which may involve one or more block transactions) on the New York
Stock Exchange in sales occurring in the public market off such system, in
privately negotiated transactions or in a combination of such transactions. Each
such sale may be made either at market prices prevailing at the time of such
sale or at negotiated prices. The Selling Securityholder(s) may sell some or all
of the shares in transactions involving broker-dealers, who may act as agent or
acquire the shares as principal. Any broker-dealer participating in such
transactions as agent may receive commissions from the Selling Securityholder(s)
(and, if they act as agent for the purchaser of such shares, from such
purchaser). The Registered Stockholder(s) will pay usual and customary brokerage
fees. Broker-dealers may agree with the Registered Stockholder(s) to sell a
specified number of shares at a stipulated price per share and, to the extent
such a broker-dealer is unable to do so acting as agent for the Selling
Securityholder(s), to purchase as principals any unsold shares at the price
required to fulfill the respective broker-dealer's commitment to the Selling
Securityholder(s). Broker-dealers who acquire shares as principals may
thereafter resell such shares from time to time in transactions (which may
involve cross and block transactions and which may involve sales to and through
other broker-dealers, including transactions of the nature described above) in
the over-the-counter market, negotiated transactions or otherwise, at market
prices prevailing at the time of sale or at negotiated prices, and in connection
with such resales may pay to or receive from the purchasers of such shares
commissions.

       To our knowledge, there is currently no agreement with any broker or
dealer respecting the sale of the shares offered hereby. Upon the sale of any
such shares, the Selling Securityholder(s) or anyone effecting sales on behalf
of the Selling Securityholder(s) may be deemed an underwriter, as that term is
defined under the 1933 Act. We will pay all expenses of preparing and
reproducing this Reoffer Prospectus, but will not receive the proceeds from
sales by the Selling Securityholders. Sales will be made at prices prevailing at
the time of such sales.

       We are bearing all costs relating to the registration of the shares.
Any commissions or other fees payable to broker-dealers in connection with any
sale of the shares will be borne by the Registered Stockholder(s) or other party
selling such shares. In order to comply with certain states' securities laws, if
applicable, the shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In certain states the shares may not
be sold unless the shares have been registered or qualified for sale in such
state, or unless an exemption form registration or qualification is available
and is obtained.

                                 LEGAL MATTERS

       John C. Walter, who is giving an opinion regarding the legality of the
securities registered hereby, is Executive Vice President-General Counsel and
Secretary of Western. In addition, Mr. Walter will be eligible to be granted
options to purchase the securities registered hereby. As of January 24, 2000,
Mr. Walter owned 29,625 shares of Common Stock and options to purchase 68,000
shares of Common Stock.

<PAGE>

                             INDEPENDENT ACCOUNTS

       The financial statements incorporated in this Prospectus by reference to
the Annual Report on Form 10-K of the Company for the year ended December 31,
1998, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants.


                      DOCUMENTS INCORPORATED BY REFERENCE

       The following documents are incorporated by reference in the registration
statement:

       (a) The latest annual report of Western on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act").

       (b) All other reports filed by Western pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the annual
report referred to in (a) above.

       (c) The description of Western's Common Stock which is contained in
Western's registration statement filed under section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.

       All documents subsequently filed by Western pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment hereto which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.

       We will provide without charge to each person to whom a copy of this
Prospectus has been delivered, upon the written or oral request of such person,
a copy of any or all of the documents referred to above which have been or may
be incorporated by reference herein (other than exhibits to such documents
unless such exhibits are specifically incorporated by reference in such
documents). Requests for such copies should be directed to John C. Walter,
Executive Vice President, Western Gas Resources, Inc., 12200 North Pecos Street,
Denver, Colorado 80234-3439 (telephone (303) 452-5603).

                             AVAILABLE INFORMATION

       The Company is subject to the informational requirements of the
Exchange Act, and in accordance therewith files reports, proxy and information
statements and other information with the Commission. Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, IL 60661 and 7 World Trade Center, 13th Floor, New York, NY 10048 and
through the Commission's Internet site at www.sec.gov. Copies of such material
can also be obtained from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, such material can be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005.

                                INDEMNIFICATION

       Our Bylaws incorporate substantially the provisions of the General
Corporation Law of the State of Delaware providing for indemnification of our
directors, officers, employees, and agents against expense, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with any proceeding arising by reason of the fact that such person is or was an
officer, director, employee, agent or controlling stockholder of Western. In
addition, we are authorized to enter into indemnification agreements with its
directors and officers providing mandatory indemnification to them to the
maximum extent permissible under Delaware law.

       As permitted under Delaware law, our Certificate of Incorporation
provides for the elimination of the personal liability of a director to the
corporation and its stockholders for monetary damages arising from a breach of
the directors' fiduciary duty of care. The provision is limited to monetary
damages, applies only to a director's actions while acting within his capacity
as a director, and does not entitle Western to limit director liability for any
judgment resulting from (a) any breach of the director's duty of loyalty to
Western or its stockholders; (b) acts or omissions

<PAGE>

not in good faith or which involve intentional misconduct or a knowing violation
of the law; (c) paying an illegal dividend or approving an illegal stock
repurchase; or (d) any transaction from which the director derived an improper
benefit. In addition, Section 145 of the General Corporation Law of the State of
Delaware provides generally that a person sued as a director, officer, employee
or agent of a corporation may be indemnified by the corporation for reasonable
expenses, including counsel fees, if in the case of other than derivative suits,
he has acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation (and in the case of a
criminal proceeding, had no reasonable cause to believe that his conduct was
unlawful). In the case of a derivative suit, an officer, employee or agent of
the corporation who is not protected by the Certificate of Incorporation, may be
indemnified by the corporation for reasonable expenses, including attorneys'
fees, if he has acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, except that no
indemnification shall be made in the case of a derivative suit in respect of any
claim as to which an officer, employee or agent has been adjudged to be liable
to the corporation unless the Delaware Court of Chancery or the court in which
such action or suit was brought shall determine that such person is fairly and
reasonably entitled to indemnity for proper expenses. Indemnification is
mandatory in the case of a director, officer, employee, agent or controlling
stockholder who is successful on the merits in defense of a suit against him.

       Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers and controlling persons of Western pursuant
to the foregoing provisions, or otherwise, Western has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by Western of expenses incurred or paid by a director, officer
or controlling person of Western in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Western will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

        The following documents are incorporated by reference in the
registration statement:

        (a) The latest annual report of Western Gas Resources, Inc. (the
"Registrant") on Form 10-K filed pursuant to sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act").

        (b) All other reports filed by the Registrant pursuant to sections 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
annual report referred to in (a) above.

        (c) The description of the Registrant's Common Stock which is contained
in the Registrant's registration statement filed under section 12 of the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.

        All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment hereto which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents.


Item 4. Description of Securities.

        Not applicable.

Item 5. Interest of Named Experts and Counsel.

        John C. Walter, who is giving an opinion regarding the legality of the
securities registered hereby, is Executive Vice President-General Counsel and
Secretary of the Registrant. As of January 24, 2000 Mr. Walter owned 29,625
<PAGE>

shares of Common Stock and options to purchase 68,000 shares of Common Stock,
none of which were granted under this Plan.

Item 6. Indemnification of Directors and Officers.

        The Registrant's Bylaws incorporate substantially the provisions of the
General Corporation Law of the State of Delaware providing for indemnification
of directors, officers, employees, and agents of the Registrant against expense,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with any proceeding arising by reason of the fact that such person
is or was an officer, director, employee, agent or controlling stockholder of
the Registrant. In addition, the Registrant is authorized to enter into
indemnification agreements with its directors and officers providing mandatory
indemnification to them to the maximum extent permissible under Delaware law.

        As permitted under Delaware law, the Registrant's Certificate of
Incorporation provides for the elimination of the personal liability of a
director to the corporation and its stockholders for monetary damages arising
from a breach of the directors's fiduciary duty of care. The provision is
limited to monetary damages, applies only to a director's actions while acting
within his capacity as a director, and does not entitle the Registrant to limit
director liability for any judgment resulting from (a) any breach of the
director's duty of loyalty to the Registrant or its stockholders; (b) acts or
omission not in good faith or which involve intentional misconduct or a knowing
violation of the law; (c) paying an illegal dividend or approving an illegal
stock repurchase; or (d) any transaction from which the director derived an
improper benefit. In addition, Section 145 of the General Corporation Law of the
State of Delaware provides generally that a person sued as a director, officer,
employee or agent of the corporation may be indemnified by the corporation for
reasonable expenses, including counsel fees, if in the case of other than
derivative suits, he has acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation (and
in the case of criminal proceeding, had no reasonable cause to believe that his
conduct was unlawful). In the case of a derivative suit, an officer, employee or
agent of the corporation who is not protected by the Certificate of
Incorporation, may be indemnified by the corporation for reasonable expenses,
including attorneys' fees, if he has acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation, except that no indemnification shall be made in the case of a
derivative suit in respect of any claim as to which an officer, employee or
agent has been adjudged to liable to the corporation unless the Delaware Court
of Chancery of the court in which such action or suit was brought shall
determine that such person is fairly and reasonably entitled to indemnity for
proper expenses. Indemnification is mandatory in the case of a director,
officer, employee, agent or controlling stockholder who is successful on the
merits in defense of a suit against him.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.


        Exhibits                   Description
        --------                   -----------

        4.1    The Certificate of Incorporation of Western Gas Resources, Inc.
               (filed as exhibit 3.1 to Western Gas Resources, Inc.'s
               Registration Statement on Form S-1, Registration No. 33-31604,
               and incorporated herein by reference).

        4.2    Certificate of Amendment to the Certificate of Incorporation of
               Western Gas Resources, Inc (Filed as exhibit 3.2 to Western Gas
               Resources, Inc.'s Registration Statement on Form S-1,
               Registration No. 33-31604, ns incorporated herein by reference).

        4.3    Certificate of Designation of 7.25% Cumulative Senior Perpetual
               Convertible Preferred Stock of the Company (filed as exhibit 3.5
               to Western Gas Resources, Inc.'s Registration Statement on
               Form S-1, Registration No. 33-43077, and incorporated herein by
               reference).

        4.4    Certificate of Designation of $2.28 Cumulative Preferred Stock of
               the Company (filed as exhibit 3.6 to Western Gas Resources, Inc's
               Registration Statement of Form S-1, Registration No. 33-53786,
               and incorporated herein by reference).

        4.5    Certificate of Designation of the $2.625 Cumulative Convertible
               Preferred Stock of the Company (filed
<PAGE>

              under cover of Form 8-K dated February 24, 1994 and incorporated
              herein by reference).

        4.6   The Amended and Restated Bylaws of the Registrant, adopted on
              February 12, 1999, and in effect on the date hereof (filed with
              the SEC as an Exhibit to the Registrant's 10-K for the year ended
              December 31, 1998 and incorporated by reference.

        4.7   Non-Employee Directors'Stock Option Plan

        5.1   Opinion of John C. Walter, General Counsel of the Registrant, as
              to the legality of the securities offered hereby.

        23.1  Consent of John C. Walter, General Counsel of the Registrant
              (included in Exhibit 5.1)

        23.2  Consent of PriceWaterhouseCoopers, LLP, Independent Accountants

        24.1  Power of Attorney (included in signature page)

Item 9. Undertakings.

        (a)   The undersigned Registrant hereby undertakes:

              (1)   To file, during any period in which offers or sales are
                    being made, a post-effective amendment to the registration
                    statement;

                    (i)   To include any prospectus required by section
                          10(a)(3) of the Securities Act of 1933;

                    (ii)  To reflect in the prospectus any facts or events
                          arising after the effective date of the registration
                          statement (or the most recent post-effective
                          amendment thereof) which, individually or in the
                          aggregate, represent a fundamental change in the
                          information set forth in the registration statement;

                    (iii) To include any material information with respect to
                          the plan of distribution not previously disclosed in
                          the registration statement or any material change to
                          such information in the registration statement;

        Provided, however, that paragraph (a)(1)(i) and (a) (1) (ii) shall not
        apply if the information required to be included in a post-effective
        amendment by those paragraphs is contained in periodic reports filed by
        the Registrant pursuant to section 13 or section 15(d) of the
        Securities Exchange Act of 1934 that are incorporated by reference in
        the registration statement.

              (2)   That, for the purpose of determining any liability under the
                    Securities Act of 1933, each such post-effective amendment
                    shall be deemed to be a new registration statement relating
                    to the securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial
                    bona fide offering thereof.

              (3)   To remove from registration by means of a post-effective
                    amendment any of the securities being registered which
                    remain unsold at the termination of the offering.

        (b)   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934, (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        (c)   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit of
proceeding) is asseted by such director, officer or controlling person in
connection with the securities being
<PAGE>

registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and witl be governed by the final adjudication of
such issue.


                                  SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the Regisrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registtation
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on January 24, 2000.

                            WESTERN GAS RESOURCES, INC.

                            By: /s/ Lanny F. Outlaw
                               ______________________________________________
                                  Lanny F. Outlaw, Chief Executive Officer

<PAGE>

       KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below, constitutes and appoints and hereby authorizes Lanny F. Outlaw,
John C. Walter, William J. Krysiak, severally, such person's true and lawful
attorneys-in-fact, with full power of substitution and resubstitution, for such
person's name, place and stead, in any and all capacities, in connection with
the Registrant's registration statement, in the name and on behalf of the
Registrant or on behalf of the undersigned as a director or officer of the
Registrant, on Form S-8 under the Securities Act of 1933, as amended, including,
without limiting the generality of the foregoing, to sign the registration
statement and any and all amendments (including post-effective amendments) to
the registration statement, and any subsequent registration statement filed
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as such person might or could do in person, thereby
ratifying and confirming all that said attorneys-in-fact or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

       Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
        Signature                                Title                               Date
<S>                                 <C>                                         <C>
/s/ Lanny F. Outlaw
_____________________________       Chief Executive Officer, President and
Lanny F. Outlaw                     Director                                    January 24, 2000

/s/ Brion G. Wise
_____________________________       Chairman of the Board and Director          January 24, 2000
Brion G. Wise

/s/ Walter L. Stonehocker
_____________________________       Vice Chairman of the Board and
Walter L. Stonehocker               Director                                    January 24, 2000

/s/ Bill M. Sanderson
_____________________________       Director                                    January 24, 2000
Bill M. Sanderson

/s/ Richard B. Robinson
_____________________________       Director                                    January 24, 2000
Richard B. Robinson

/s/ Dean Phillips
_____________________________       Director                                    January 24, 2000
Dean Phillips

/s/ Ward Sauvage
_____________________________       Director                                    January 24, 2000
Ward Sauvage

/s/ James Senty
_____________________________       Director                                    January 24, 2000
James Senty

/s/ Joseph E. Reid
_____________________________       Director                                    January 24, 2000
Joseph E. Reid
</TABLE>

                            By: /s/ William J. Krysiak
                               _________________________________________________
                            William J. Krysiak
                            Attorney-in-fact pursuant to a power of attorney
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 52561}]
{"company-data": {"conformed-name": "WESTERN GAS RESOURCES INC", "cik": "0000856716", "assigned-sic": "4922", "irs-number": "841127613", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95259", "film-number": "511941"}, "business-address": {"street1": "12200 N PECOS ST", "city": "DENVER", "state": "CO", "zip": "80234-3439", "phone": "3034525603"}, "mail-address": {"street1": "12200 NORTH PECOS ST", "city": "DENVER", "state": "CO", "zip": "80234"}}
As filed with the Securities and Exchange Commission on January 24, 2000

                                               Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                    ______________________________________

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                    ______________________________________

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

     Delaware                                              84-1127613
     (State or other jurisdiction of                       (I.R.S. Employer
     incorporation or organization)                        Identification No.)

                           12200 North Pecos Street
                          Denver, Colorado 80234-3439
                                (303) 452-5603
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

               --------------------------------------------------

                   Non-Employee Directors' Stock Option Plan
                             (Full title of plan)

                ------------------------------------------------

                             John C. Walter, Esq.
                                General Counsel
                          Western Gas Resources, Inc.
                           12200 North Pecos Street
                          Denver, Colorado 80234-3439
                                (303) 452-5603
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

                ------------------------------------------------
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES         AMOUNT TO BE         PROPOSED MAXIMUM         PROPOSED MAXIMUM             AMOUNT OF
 TO BE REGISTERED           REGISTERED (1)        OFFERING PRICE PER      AGGREGATE OFFERING         REGISTRATION FEE
                                                    SHARE (2)                 PRICE
-------------------------------------------------------------------------------------------------------------------------------
Common Stock, par
value $.10 per share       15,000  shares        $  12.1875               $  182,812.50              $  48.26
-------------------------------------------------------------------------------------------------------------------------------
(1)    This Registration Statement, pursuant to Rule 416, covers any
     additional shares of $.10 per value common stock (the "Common Stock") which
     becomes issuable under the Non-Employee Directors" Stock Option Plan
     ("Plan") set forth herein by reason of any stock dividend, stock split,
     recapitalization or any other similar transaction without receipt of
     consideration which results in an increase in the number of shares of
     Common Stock outstanding.

     (2)    The proposed maximum offering price per share was estimated solely
            for the purpose of calculating the registration fee in accordance
            with Rule 457(h) and is based on the average of the high and low
            prices for the Common Stock on The New York Stock Exchange on
            January 19, 2000 of $12.1875 per share.
EXPLANATORY NOTE

     Western Gas Resources, Inc. ("Western") has prepared this Registration
Statement in accordance with the requirements of Form S-8 under the Securities
Act of 1933, as amended (the "1933 Act"), to register shares of its common
stock, $0.10 par value per share. Under cover of this Form S-8 is a Reoffer
Prospectus that Western prepared in accordance with Part I of Form S-3 under the
1933 Act. The Reoffer Prospectus may be utilized for reofferings and resales of
up to 15,000 shares of common stock acquired by prospective selling stockholders
under the Western Gas Resources, Inc. Non-Employee Directors' Stock Option Plan
(the "Plan"). It does not contain all the information set forth in the
Registration Statement, certain items of which are contained in schedules and
exhibits to the Registration Statement as permitted by the rules and regulations
of the Securities and Exchange Commission (the "Commission"). Statements
contained in this Reoffer Prospectus as to the contents of any agreement,
instrument or other document referred to are not necessarily complete. With
respect to each such agreement, instrument or other document filed as an exhibit
to the Registration Statement, reference is made to the exhibit for a more
complete description of the matter involved, and each such statement shall be
deemed qualified in its entirety by such reference.
PART I

                          WESTERN GAS RESOURCES, INC.

        FORM S-8 CROSS REFERENCE SHEET SHOWING LOCATION OF INFORMATION
                        REQUIRED BY PART I OF FORM S-3
Form S-3 Item Number                                        Location/Heading in Prospectus
--------------------                                        ------------------------------
1.   Forepart of Registration Statement and Outside         Cover page
     Front Cover page of Prospectus

2.   Inside Front and Outside Back Cover Page of            Table of Contents
     Prospectus

3.   Summary Information, Risk Factors and Ratio of         The Company; Risk Factors
     Earnings to Fixed Charges

4.   Use of Proceeds                                        Use of Proceeds

5.   Determination of Offering Price                        Not applicable

6.   Dilution                                               Not applicable

7.   Selling Security Holders                               Selling Securityholders

8.   Plan of Distribution                                   Plan of Distribution

9.   Description of Securities to be Registered             Not applicable

10.  Interests of Named Experts and Counsel                 Legal Matters

11.  Material Changes                                       Not Applicable

12.  Incorporation of Certain Information                   Documents Incorporated by Reference

13.  Disclosure of Commission Position on                   Indemnification
     Indemnification for Securities Act Liabilities
15,000 Shares of
                                 Common Stock

                          Western Gas Resources, Inc.

                   Non-Employee Directors' Stock Option Plan

     This Reoffer Prospectus relates to 15,000 shares of the Common Stock, par
value $0.10 (the "Common Stock"), of Western, which may be offered from time to
time by certain key employees named herein and certain employees who are not
named herein (the "Selling Securityholders"). It is anticipated that the Selling
Securityholders will offer shares for sale at prevailing prices on the New York
Stock Exchange on the date of sale. The Company will receive no part of the
proceeds of sale made hereunder. All expenses of registration incurred in
connection with this offering are being borne by the Company, but all selling
and other expenses incurred by each of the Selling Securityholders will be borne
by each such Selling Securityholder.

     The Common Stock is traded on the New York Stock Exchange under the symbol
"WGR". The Selling Securityholders and any broker executing selling orders on
behalf of the Selling Securityholders may be deemed to be "underwriters" within
the meaning of the 1933 Act, in which event commissions received by such broker
may be deemed to be underwriting commissions under the 1933 Act.

         THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED
          ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT.
                    SEE "RISK FACTORS" BEGINNING ON PAGE 3.
  NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
 COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
       ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
                      CONTRARY IS A CRIMINAL OFFENSE.

     No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by Western or
any Selling Securityholder. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities by any person in any jurisdiction in which it is unlawful for such
person to make such offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create an
implication that the information contained herein is correct as of any time
subsequent to the date hereof.

               The date of this Prospectus is January 24, 2000.
THE COMPANY........................................................  1
RISK FACTORS.......................................................  1
USE OF PROCEEDS....................................................  3
SELLING SECURITYHOLDERS............................................  3
PLAN OF DISTRIBUTION...............................................  4
LEGAL MATTERS......................................................  4
DOCUMENTS INCORPORATED BY REFERENCE................................  5
INDEMNIFICATION....................................................  5
EXPERTS............................................................  5
THE COMPANY

       Western Gas Resources, Inc. is an independent gas gatherer and processor
and an energy marketer providing a full range of services to its customers from
the wellhead to the delivery point. We design, construct, own and operate
natural gas gathering, processing, treating and storage facilities in major gas-
producing basins in the Rocky Mountain, Mid-Continent, Gulf Coast and
Southwestern regions of the United States. We connect producers' wells to our
gathering systems for delivery to our processing or treating plants, process the
natural gas to extract natural gas liquids ("NGLs") and treat the natural gas in
order to meet pipeline specifications. We are a nationwide marketer of natural
gas, NGLs and wholesale electric power, providing a full range of services
including risk management, storage, transportation, scheduling and peaking
services to a variety of customers. We were incorporated in Delaware in 1989.
Our principal offices are located at 12200 North Pecos Street, Denver, Colorado
80234-3439, and our telephone number is (303) 452-5603.

                                  RISK FACTORS

       Prospective investors should carefully review the following factors
together with the other information contained in this Prospectus and any
accompanying Prospectus Supplement prior to making an investment decision.

Risks Related to Our Business

       Our future finanical condition and results of operations are affected by
volatile product prices and hedging transactions.

       Our future financial condition and results of operations will depend
significantly upon the prices received for our natural gas and NGLs. Prices for
natural gas and NGLs are subject to fluctuations in response to changes in
supply, market uncertainty and a variety of additional factors that are beyond
our control. These factors include the level of domestic production, the
availability of imported oil and gas, actions taken by foreign oil and gas
producing nations, the availability of transportation systems with adequate
capacity, the availability of competitive fuels, fluctuating and seasonal demand
for oil, gas and NGLs, conservation and the extent of governmental regulation of
production and the overall economic environment. A substantial or extended
decline in gas and/or NGL prices would have a material adverse effect on our
financial position, results of operations and access to capital.

       Our risk management policy is to enter into futures, swaps and option
contracts primarily to reduce risk and lock-in profit margins on our marketing
and storage activities. Over-the-counter derivatives, with creditworthy
counterparties, also permit us to offer our gas customers alternate pricing and
delivery mechanisms meeting their specific needs. To ensure a known price for
future equity production and a fixed margin between gas injected into storage
and gas withdrawn from storage, we typically will sell a futures contract and
related basis swap and thereafter, either (i) make physical delivery of our
product to comply with such futures contract and settle our basis swap or (ii)
buy matching futures and basis position contracts to unwind our position and
sell our production to a customer in the cash market. We also may contract to
sell future production to a customer at a fixed price and then purchase futures
contracts to lock-in a margin. These same techniques also may be utilized to
manage price risk for product purchased from marketing customers. Such contracts
may expose us to the risk of financial loss in certain circumstances, including
instances where production is less than expected, our customers fail to purchase
or deliver the contracted quantities of natural gas or NGLs or credit risk with
derivatives counterparties. Furthermore, to the extent that we engage in hedging
activities, we may be prevented from realizing the benefits of price increases
above the levels of such hedges.

       The uncertainties of gas supply may affect our ability to replace
dedicated reserves.

       We must continually connect new wells to our gathering systems in order
to maintain or increase throughput levels to offset natural declines in
dedicated volumes. Historically, while certain individual plants have
experienced declines in dedicated reserves, we have been successful in
connecting additional reserves to more than offset the natural declines and
reserves dedicated to existing facilities. There is no assurance that we will
continue to be successful in replacing the dedicated reserves processed at our
facilities.

       Our estimates of oil and gas reserves are subject to numerous
uncertainties.

       Our reserve estimates are subject to numerous uncertainties inherent in
the estimation of quantities of proved reserves and in the projection of future
rates of production and the timing of development expenditures. The accuracy
of such estimates is a function of the quality of available data and of
engineering and geological interpretation and judgement. Reserve estimates are
imprecise and should be expected to change as additional information becomes
available. Results of subsequent drilling, testing and production may cause
either upward or downward revisions of previous estimates. In addition, the
estimates of future net revenues from our proved reserves and the present value
thereof are based upon certain assumptions about production levels, prices and
costs, which may not be correct. Further, the volumes considered to be
commercially recoverable fluctuate with changes in prices and operating costs.
The meaningfulness of such estimates is highly dependent upon the accuracy of
the assumptions upon which they were based. Actual results may differ materially
from the results estimated. Our estimates of reserves dedicated to our gathering
and processing facilities are calculated by our reservoir engineering staff and
are based on publicly available data. These estimates may be less reliable than
the reserve estimates made for our own producing properties since the data
available for estimates of our own producing properties also includes our
proprietary data.

       Our ability to pay fixed charges and common stock dividends depends on
many factors.

       Our financial and operational performance depends in part on prevailing
economic conditions and on various financial, business and other factors beyond
our control. We cannot assure you that our cash flows and capital resources will
be sufficient to pay our fixed charges, including interest expense and common
stock dividends.

       Opportunities for expansion and availability of related financing are
uncertain.

       In order for us to expand our business through either the purchase or
construction of new gathering and processing facilities, we will be required to
identify expansion opportunities and to finance such activities, using cash
flow, equity or debt financing or a combination thereof. No assurance can be
given that appropriate opportunities for expansion at levels of profitability
which satisfy our target rates can be obtained or that financing on terms
acceptable to us can be obtained. Natural gas and NGL price volatility make it
difficult to estimate the value of acquisitions and to budget and forecast the
return on our projects. In addition, unusually volatile prices often disrupt the
market for gas and NGL properties, as buyers and sellers have more difficulty
agreeing on the purchase price of properties.

       The natural gas gathering, processing, treating and marketing businesses
are highly competitive and there can be no assurance that we can compete
successfully with other companies in the industry.

       We compete with other companies in the gathering, processing, treating
and marketing business both for supplies of natural gas and for customers for
our natural gas and NGLs. Competition for natural gas supplies is primarily
based on efficiency, reliability, availability of transportation and ability to
obtain a satisfactory price for the producers' natural gas. Competition for
sales customers is primarily based upon reliability and price of deliverable
natural gas and NGLs. Our competitors for obtaining additional gas supplies, for
gathering and processing gas and for marketing gas and NGLs include national and
local gas gatherers, brokers, marketers and distributors of various size,
financial resources and experience. For marketing customers that have the
capability of using alternative fuels, such as oil and coal, we also compete
based primarily on price against companies capable of providing such alternative
fuels. We have experienced narrowing margins related to third- party sales due
to the increasing availability of pricing information in the natural gas
industry. Counterparties in our gas marketing transactions may require
additional security such as letters of credit that are not required of certain
of our competitors. If the additional security is required, our marketing
margins and volumes may be adversely impacted.

       The construction and operation of our gathering lines, plants and other
facilities are subject to environmental laws and regulations that could affect
our financial position or results of operations.

       The construction and operation of our gathering lines, plants and other
facilities used for the gathering, transporting, processing, treating or storing
of natural gas and NGLs are subject to federal, state and local environmental
laws and regulations, including those that can impose obligations to clean-up
hazardous substances at our facilities or at facilities to which the we send
wastes for disposal. In most instances, the applicable regulatory requirements
relate to water and air pollution control or waste management. We believe that
we are in substantial compliance with applicable material environmental laws and
regulations. Environmental regulation can increase the cost of planning,
designing, constructing and operating our facilities or well sites.

       Under the Clean Air Act, as amended, individual states are required to
adopt regulations to implement the operating permit program. We do not believe
that compliance with the Clean Air Act will require any material capital
expenditures, although it will cause increased permitting costs in future years
and will increase certain operating costs, such as emissions fees, on an
on-going basis. We do not believe that such cost increases will have a material
effect on our financial position or results of operations.

       We believe that it is reasonably likely that the trend in environmental
legislation and regulation will continue to be towards stricter standards. We
are unaware of future environmental standards that are reasonably likely to be
adopted that will have a material effect on our financial position or results of
operations, but cannot rule out that possibility.

       Our business is subject to numerous other operational risks.

       Numerous risks affect drilling activities, including the risk of drilling
non-productive wells or dry holes. The cost of drilling, completing and
operating wells and of installing production facilities and pipelines is often
uncertain. Also, our drilling operations could diminish or cease because of any
of the following:

 .      title problems;

 .      weather conditions;

 .      noncompliance with or changes in governmental requirements or
       regulations;

 .      shortage or delays in the delivery or availability of equipment; and

 .      failure to obtain permits from regulatory agencies, such as those
       issued by the Bureau of Land Management, for our operations in a timely
       manner.

       Regulations may have a significant impact upon our overall operations.

       Many aspects of our gathering, processing, marketing and transportation
of natural gas and NGLs are subject to federal, state and local laws and
regulations which can have a significant impact upon our overall operations. As
a processor and marketer of natural gas and NGLs, we depend on the
transportation and storage services offered by various interstate and intrastate
pipeline companies for the delivery and sale of our own gas supplies as well as
those we process and/or market for others. Both the performance of
transportation and storage services by interstate pipelines and the rates
charged for such services are subject to the jurisdiction of the Federal Energy
Regulatory Commission or state regulatory agencies. An inability to obtain
transportation and/or storage services at competitive rates can hinder our
processing and marketing operations and/or affect our sales margins.

       Insurance and operational risks may result in curtailment or suspension
of operations.

       We are subject to various hazards which are inherent in the industry in
which we operate such as explosions, product spills, leaks and fires, each of
which could cause personal injury and loss of life, severe damage to and
destruction of property and equipment, and pollution or other environmental
damage, and may result in curtailment or suspension of operations at the
affected facility. We maintain physical damage, comprehensive general liability,
workers' compensation and business interruption insurance. Such insurance is
subject to deductibles that we consider reasonable. We are not fully insured
against all risks in our business, however, we believe that the coverage we
maintain is adequate and consistent with other companies in the industry.
Consistent with insurance coverage typically available to the natural gas
industry, our insurance policies do not provide coverage for losses or
liabilities relating to pollution, except for sudden and accidental occurrences.

                                USE OF PROCEEDS

       We will not receive any of the proceeds from the offering hereunder. All
expenses of registration incurred in connection with this offering are being
borne by us, but all selling and other expenses incurred by the individual
Selling Securityholders will be borne by such Selling Securityholders.

                            SELLING SECURITYHOLDERS

       This Prospectus covers possible sales by our officers, directors and
affiliates of shares they acquire through exercise of stock options granted
under the Plan. The names of such individuals who may be selling stockholders
from time to time are listed below, along with the number of shares of common
stock currently owned by them and the number of shares offered for sale.
Non-affiliates which are not named in this Prospectus holding the lesser of
1,000 shares or one percent of the shares issuable under the Plan may use this
Prospectus to sell up to the lesser of 1000 shares or one percent of the shares
issuable under the Plan. The number of shares offered for sale may be updated in
supplements to this prospectus, which will be filed with the Securities and
Exchange Commission in accordance with Rule 424(b) under the Securities Act of
1933, as amended. The address of each individual is in our care at 12200 North
Pecos Street, Denver, Colorado 80234-3439.

                                                                 Number of
Name of Selling                          Shareholdings        Shares Offered
Stockholder             Number(1)        Percent(1)               For Sale
-----------             ---------        ----------               --------
(1)    Includes  all stock  options  exercisable  within 60 days from the date
hereof, including stock options issued under the Plan.

                             PLAN OF DISTRIBUTION

       The shares of Common Stock covered by this Reoffer Prospectus are being
registered by us for the account of the Selling Securityholders.

       The Selling Securityholder(s) may sell the shares in one or more
transactions (which may involve one or more block transactions) on the New York
Stock Exchange in sales occurring in the public market off such system, in
privately negotiated transactions or in a combination of such transactions. Each
such sale may be made either at market prices prevailing at the time of such
sale or at negotiated prices. The Selling Securityholder(s) may sell some or all
of the shares in transactions involving broker-dealers, who may act as agent or
acquire the shares as principal. Any broker-dealer participating in such
transactions as agent may receive commissions from the Selling Securityholder(s)
(and, if they act as agent for the purchaser of such shares, from such
purchaser). The Registered Stockholder(s) will pay usual and customary brokerage
fees. Broker-dealers may agree with the Registered Stockholder(s) to sell a
specified number of shares at a stipulated price per share and, to the extent
such a broker-dealer is unable to do so acting as agent for the Selling
Securityholder(s), to purchase as principals any unsold shares at the price
required to fulfill the respective broker-dealer's commitment to the Selling
Securityholder(s). Broker-dealers who acquire shares as principals may
thereafter resell such shares from time to time in transactions (which may
involve cross and block transactions and which may involve sales to and through
other broker-dealers, including transactions of the nature described above) in
the over-the-counter market, negotiated transactions or otherwise, at market
prices prevailing at the time of sale or at negotiated prices, and in connection
with such resales may pay to or receive from the purchasers of such shares
commissions.

       To our knowledge, there is currently no agreement with any broker or
dealer respecting the sale of the shares offered hereby. Upon the sale of any
such shares, the Selling Securityholder(s) or anyone effecting sales on behalf
of the Selling Securityholder(s) may be deemed an underwriter, as that term is
defined under the 1933 Act. We will pay all expenses of preparing and
reproducing this Reoffer Prospectus, but will not receive the proceeds from
sales by the Selling Securityholders. Sales will be made at prices prevailing at
the time of such sales.

       We are bearing all costs relating to the registration of the shares.
Any commissions or other fees payable to broker-dealers in connection with any
sale of the shares will be borne by the Registered Stockholder(s) or other party
selling such shares. In order to comply with certain states' securities laws, if
applicable, the shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In certain states the shares may not
be sold unless the shares have been registered or qualified for sale in such
state, or unless an exemption form registration or qualification is available
and is obtained.

                                 LEGAL MATTERS

       John C. Walter, who is giving an opinion regarding the legality of the
securities registered hereby, is Executive Vice President-General Counsel and
Secretary of Western. In addition, Mr. Walter will be eligible to be granted
options to purchase the securities registered hereby. As of January 24, 2000,
Mr. Walter owned 29,625 shares of Common Stock and options to purchase 68,000
shares of Common Stock.
INDEPENDENT ACCOUNTS

       The financial statements incorporated in this Prospectus by reference to
the Annual Report on Form 10-K of the Company for the year ended December 31,
1998, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants.

                      DOCUMENTS INCORPORATED BY REFERENCE

       The following documents are incorporated by reference in the registration
statement:

       (a) The latest annual report of Western on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act").

       (b) All other reports filed by Western pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the annual
report referred to in (a) above.

       (c) The description of Western's Common Stock which is contained in
Western's registration statement filed under section 12 of the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.

       All documents subsequently filed by Western pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment hereto which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.

       We will provide without charge to each person to whom a copy of this
Prospectus has been delivered, upon the written or oral request of such person,
a copy of any or all of the documents referred to above which have been or may
be incorporated by reference herein (other than exhibits to such documents
unless such exhibits are specifically incorporated by reference in such
documents). Requests for such copies should be directed to John C. Walter,
Executive Vice President, Western Gas Resources, Inc., 12200 North Pecos Street,
Denver, Colorado 80234-3439 (telephone (303) 452-5603).

                             AVAILABLE INFORMATION

       The Company is subject to the informational requirements of the
Exchange Act, and in accordance therewith files reports, proxy and information
statements and other information with the Commission. Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of
the Commission: Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, IL 60661 and 7 World Trade Center, 13th Floor, New York, NY 10048 and
through the Commission's Internet site at www.sec.gov. Copies of such material
can also be obtained from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, such material can be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005.

                                INDEMNIFICATION

       Our Bylaws incorporate substantially the provisions of the General
Corporation Law of the State of Delaware providing for indemnification of our
directors, officers, employees, and agents against expense, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with any proceeding arising by reason of the fact that such person is or was an
officer, director, employee, agent or controlling stockholder of Western. In
addition, we are authorized to enter into indemnification agreements with its
directors and officers providing mandatory indemnification to them to the
maximum extent permissible under Delaware law.

       As permitted under Delaware law, our Certificate of Incorporation
provides for the elimination of the personal liability of a director to the
corporation and its stockholders for monetary damages arising from a breach of
the directors' fiduciary duty of care. The provision is limited to monetary
damages, applies only to a director's actions while acting within his capacity
as a director, and does not entitle Western to limit director liability for any
judgment resulting from (a) any breach of the director's duty of loyalty to
Western or its stockholders; (b) acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of the law; (c) paying an illegal dividend or approving an illegal stock
repurchase; or (d) any transaction from which the director derived an improper
benefit. In addition, Section 145 of the General Corporation Law of the State of
Delaware provides generally that a person sued as a director, officer, employee
or agent of a corporation may be indemnified by the corporation for reasonable
expenses, including counsel fees, if in the case of other than derivative suits,
he has acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation (and in the case of a
criminal proceeding, had no reasonable cause to believe that his conduct was
unlawful). In the case of a derivative suit, an officer, employee or agent of
the corporation who is not protected by the Certificate of Incorporation, may be
indemnified by the corporation for reasonable expenses, including attorneys'
fees, if he has acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, except that no
indemnification shall be made in the case of a derivative suit in respect of any
claim as to which an officer, employee or agent has been adjudged to be liable
to the corporation unless the Delaware Court of Chancery or the court in which
such action or suit was brought shall determine that such person is fairly and
reasonably entitled to indemnity for proper expenses. Indemnification is
mandatory in the case of a director, officer, employee, agent or controlling
stockholder who is successful on the merits in defense of a suit against him.

       Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers and controlling persons of Western pursuant
to the foregoing provisions, or otherwise, Western has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by Western of expenses incurred or paid by a director, officer
or controlling person of Western in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Western will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

        The following documents are incorporated by reference in the
registration statement:

        (a) The latest annual report of Western Gas Resources, Inc. (the
"Registrant") on Form 10-K filed pursuant to sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act").

        (b) All other reports filed by the Registrant pursuant to sections 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
annual report referred to in (a) above.

        (c) The description of the Registrant's Common Stock which is contained
in the Registrant's registration statement filed under section 12 of the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.

        All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment hereto which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interest of Named Experts and Counsel.

        John C. Walter, who is giving an opinion regarding the legality of the
securities registered hereby, is Executive Vice President-General Counsel and
Secretary of the Registrant. As of January 24, 2000 Mr. Walter owned 29,625
shares of Common Stock and options to purchase 68,000 shares of Common Stock,
none of which were granted under this Plan.

Item 6. Indemnification of Directors and Officers.

        The Registrant's Bylaws incorporate substantially the provisions of the
General Corporation Law of the State of Delaware providing for indemnification
of directors, officers, employees, and agents of the Registrant against expense,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with any proceeding arising by reason of the fact that such person
is or was an officer, director, employee, agent or controlling stockholder of
the Registrant. In addition, the Registrant is authorized to enter into
indemnification agreements with its directors and officers providing mandatory
indemnification to them to the maximum extent permissible under Delaware law.

        As permitted under Delaware law, the Registrant's Certificate of
Incorporation provides for the elimination of the personal liability of a
director to the corporation and its stockholders for monetary damages arising
from a breach of the directors's fiduciary duty of care. The provision is
limited to monetary damages, applies only to a director's actions while acting
within his capacity as a director, and does not entitle the Registrant to limit
director liability for any judgment resulting from (a) any breach of the
director's duty of loyalty to the Registrant or its stockholders; (b) acts or
omission not in good faith or which involve intentional misconduct or a knowing
violation of the law; (c) paying an illegal dividend or approving an illegal
stock repurchase; or (d) any transaction from which the director derived an
improper benefit. In addition, Section 145 of the General Corporation Law of the
State of Delaware provides generally that a person sued as a director, officer,
employee or agent of the corporation may be indemnified by the corporation for
reasonable expenses, including counsel fees, if in the case of other than
derivative suits, he has acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation (and
in the case of criminal proceeding, had no reasonable cause to believe that his
conduct was unlawful). In the case of a derivative suit, an officer, employee or
agent of the corporation who is not protected by the Certificate of
Incorporation, may be indemnified by the corporation for reasonable expenses,
including attorneys' fees, if he has acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation, except that no indemnification shall be made in the case of a
derivative suit in respect of any claim as to which an officer, employee or
agent has been adjudged to liable to the corporation unless the Delaware Court
of Chancery of the court in which such action or suit was brought shall
determine that such person is fairly and reasonably entitled to indemnity for
proper expenses. Indemnification is mandatory in the case of a director,
officer, employee, agent or controlling stockholder who is successful on the
merits in defense of a suit against him.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        Exhibits                   Description
        --------                   -----------

        4.1    The Certificate of Incorporation of Western Gas Resources, Inc.
               (filed as exhibit 3.1 to Western Gas Resources, Inc.'s
               Registration Statement on Form S-1, Registration No. 33-31604,
               and incorporated herein by reference).

        4.2    Certificate of Amendment to the Certificate of Incorporation of
               Western Gas Resources, Inc (Filed as exhibit 3.2 to Western Gas
               Resources, Inc.'s Registration Statement on Form S-1,
               Registration No. 33-31604, ns incorporated herein by reference).

        4.3    Certificate of Designation of 7.25% Cumulative Senior Perpetual
               Convertible Preferred Stock of the Company (filed as exhibit 3.5
               to Western Gas Resources, Inc.'s Registration Statement on
               Form S-1, Registration No. 33-43077, and incorporated herein by
               reference).

        4.4    Certificate of Designation of $2.28 Cumulative Preferred Stock of
               the Company (filed as exhibit 3.6 to Western Gas Resources, Inc's
               Registration Statement of Form S-1, Registration No. 33-53786,
               and incorporated herein by reference).

        4.5    Certificate of Designation of the $2.625 Cumulative Convertible
               Preferred Stock of the Company (filed
under cover of Form 8-K dated February 24, 1994 and incorporated
              herein by reference).

        4.6   The Amended and Restated Bylaws of the Registrant, adopted on
              February 12, 1999, and in effect on the date hereof (filed with
              the SEC as an Exhibit to the Registrant's 10-K for the year ended
              December 31, 1998 and incorporated by reference.

        4.7   Non-Employee Directors'Stock Option Plan

        5.1   Opinion of John C. Walter, General Counsel of the Registrant, as
              to the legality of the securities offered hereby.

        23.1  Consent of John C. Walter, General Counsel of the Registrant
              (included in Exhibit 5.1)

        23.2  Consent of PriceWaterhouseCoopers, LLP, Independent Accountants

        24.1  Power of Attorney (included in signature page)

Item 9. Undertakings.

        (a)   The undersigned Registrant hereby undertakes:

              (1)   To file, during any period in which offers or sales are
                    being made, a post-effective amendment to the registration
                    statement;

                    (i)   To include any prospectus required by section
                          10(a)(3) of the Securities Act of 1933;

                    (ii)  To reflect in the prospectus any facts or events
                          arising after the effective date of the registration
                          statement (or the most recent post-effective
                          amendment thereof) which, individually or in the
                          aggregate, represent a fundamental change in the
                          information set forth in the registration statement;

                    (iii) To include any material information with respect to
                          the plan of distribution not previously disclosed in
                          the registration statement or any material change to
                          such information in the registration statement;

        Provided, however, that paragraph (a)(1)(i) and (a) (1) (ii) shall not
        apply if the information required to be included in a post-effective
        amendment by those paragraphs is contained in periodic reports filed by
        the Registrant pursuant to section 13 or section 15(d) of the
        Securities Exchange Act of 1934 that are incorporated by reference in
        the registration statement.

              (2)   That, for the purpose of determining any liability under the
                    Securities Act of 1933, each such post-effective amendment
                    shall be deemed to be a new registration statement relating
                    to the securities offered therein, and the offering of such
                    securities at that time shall be deemed to be the initial
                    bona fide offering thereof.

              (3)   To remove from registration by means of a post-effective
                    amendment any of the securities being registered which
                    remain unsold at the termination of the offering.

        (b)   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934, (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        (c)   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit of
proceeding) is asseted by such director, officer or controlling person in
connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and witl be governed by the final adjudication of
such issue.

                                  SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the Regisrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registtation
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on January 24, 2000.

                            WESTERN GAS RESOURCES, INC.

                            By: /s/ Lanny F. Outlaw
                               ______________________________________________
                                  Lanny F. Outlaw, Chief Executive Officer
KNOWN ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below, constitutes and appoints and hereby authorizes Lanny F. Outlaw,
John C. Walter, William J. Krysiak, severally, such person's true and lawful
attorneys-in-fact, with full power of substitution and resubstitution, for such
person's name, place and stead, in any and all capacities, in connection with
the Registrant's registration statement, in the name and on behalf of the
Registrant or on behalf of the undersigned as a director or officer of the
Registrant, on Form S-8 under the Securities Act of 1933, as amended, including,
without limiting the generality of the foregoing, to sign the registration
statement and any and all amendments (including post-effective amendments) to
the registration statement, and any subsequent registration statement filed
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as such person might or could do in person, thereby
ratifying and confirming all that said attorneys-in-fact or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

       Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

        Signature                                Title                               Date
/s/ Lanny F. Outlaw
_____________________________       Chief Executive Officer, President and
Lanny F. Outlaw                     Director                                    January 24, 2000

/s/ Brion G. Wise
_____________________________       Chairman of the Board and Director          January 24, 2000
Brion G. Wise

/s/ Walter L. Stonehocker
_____________________________       Vice Chairman of the Board and
Walter L. Stonehocker               Director                                    January 24, 2000

/s/ Bill M. Sanderson
_____________________________       Director                                    January 24, 2000
Bill M. Sanderson

/s/ Richard B. Robinson
_____________________________       Director                                    January 24, 2000
Richard B. Robinson

/s/ Dean Phillips
_____________________________       Director                                    January 24, 2000
Dean Phillips

/s/ Ward Sauvage
_____________________________       Director                                    January 24, 2000
Ward Sauvage

/s/ James Senty
_____________________________       Director                                    January 24, 2000
James Senty

/s/ Joseph E. Reid
_____________________________       Director                                    January 24, 2000
Joseph E. Reid
By: /s/ William J. Krysiak
                               _________________________________________________
                            William J. Krysiak
                            Attorney-in-fact pursuant to a power of attorney