Exhibit
10.35  WESTERN
GAS RESOURCES, INC.  2002 STOCK INCENTIVE PLAN   This Plan is
established by Western Gas Resources, Inc., a Delaware corporation, for certain
employees of the Corporation who qualify as participants, and shall be known as
the Western Gas Resources, Inc. 2002 Stock Incentive Plan (the Plan).  The Plan provides for the grant of stock
options for employees of the Corporation. 
It is intended that options granted under the Plan constitute incentive
stock options within the meaning of § 422 of the Code and the Plan and any
options granted hereunder shall be construed accordingly.  1.Purpose.  The purpose of the Plan is to enable certain
of the Corporations employees to participate in the growth and profitability
of the Corporation by providing a method whereby such employees may be
encouraged to invest in the Corporations common stock on reasonable terms, to
increase incentives to contribute to the Corporations future success and
prosperity, and to allow them to acquire a proprietary interest in the
Corporations business.  Further, the
availability and offering of stock options under the Plan supports and encourages
employees to remain in the employ of the Corporation.  2.Definitions.  The terms used herein shall have the
following meanings:  (a)Award
Agreement shall mean an agreement between a Participant and the Corporation
which evidences the Participants grant of stock options and the Participants
right to acquire Common Stock under the Plan and which contains terms and conditions
consistent with this Plan as approved by the Board.  (b)Board
shall mean the Board of Directors of the Corporation.  (c)Change
in Control of the Corporation shall mean (i) the acquisition by any person or
persons acting in concert (including corporations, partnerships, associations
or unincorporated organizations), of legal ownership or beneficial ownership
(within the meaning of Rule 13d-3, promulgated by the Securities and Exchange
Commission and now in effect under the Securities Exchange Act of 1934 (as
amended), of a number of voting shares of capital stock of the Corporation
greater than either 30% or the number of voting shares of capital stock of the
Corporation that are then owned, beneficially (as defined above), by Brion G.
Wise, Bill M. Sanderson, Walter L. Stonehocker, Dean Phillips, Ward Sauvage,
their immediate families and the companies through which they and their
immediate families hold ownership in the Corporation (the Founders),
whichever is higher; (ii) a merger or consolidation of the Corporation or any
of its subsidiaries other than a merger or consolidation immediately following
which the directors of the Corporation prior thereto constitute a majority of
the of the board of the surviving company or parent thereof; (iii) a change in
the majority of the Board pursuant to an actual or threatened proxy contest; or
(iv) a sale of substantially all of the Corporations assets.  (d)Code
shall mean the Internal Revenue Code of 1986, as amended.  (e)Common
Stock shall mean the $0.10 par value common stock of the Corporation which
shall be authorized and unissued stock or treasury stock.  (f)Corporation
shall mean Western Gas Resources, Inc., a Delaware corporation, and any
subsidiary thereof.  (g)Disabled
shall mean an employee of the Corporation found to be unable to engage in any
substantial gainful activity by reason of any medically determinable physical
or mental  
   impairment which can be
expected to result in death, or which has lasted, or can be expected to last,
for a continuous period of not less than twelve (12) months.  (h)Disqualified
Employee shall mean an employee of the Corporation who, either directly or
indirectly at the time an option is granted, owns more than ten percent (10%)
of the total combined voting power of all classes of stock of the Corporation
or any subsidiary or parent of the Corporation.  For purposes of this determination, the employee shall be
considered as owning the stock owned, directly or indirectly, by or for his
spouse, brothers and sisters (whether by whole or half-blood), ancestors, and
lineal descendants; and stock owned, directly or indirectly, by or for a
corporation, partnership, estate, or trust shall be considered as being owned
proportionally by or for a shareholder, partner, or otherwise as the case may
be.  (i)Fair
Market Value of stock shall mean the New York Stock Exchange Composite
Transactions average closing price for the Common Stock reflected in The Wall Street Journal or another
publication selected by the Board for the ten (10) days preceding the day the
Option is granted to each eligible employee. 
If Shares of Common Stock have not been traded on the New York Stock Exchange
for more than 10 days immediately preceding the granting of an Option, or if
deemed appropriate by the Board for any other reason, the Fair Market Value of
shares of Common Stock shall be as determined by the Board in such other manner
as it may deem appropriate.  (j)Incentive
Stock Option shall mean any option which is intended to meet and comply with
the term incentive stock option as set forth in § 422 of the Code.  (k)Option
shall mean a stock option granted by the Corporation under this Plan.  (l)
Participant shall mean an eligible employee of the Corporation who has been
granted an Option under this Plan.  (m)Plan
shall mean the 2002 Stock Incentive Plan set forth in and by this document and
all subsequent amendments thereto.  (n)Regulations
or Regs.  shall mean the Treasury
Regulations promulgated under the Code.  3.Eligibility.  Employees of the Corporation, upon
commencement of employment, shall be eligible for selection to participate in
the Plan as determined from time to time by the Board.  No Option shall be granted to a Disqualified
Employee.  4.Administration
of Plan.  (a)The
Board of Directors of the Corporation shall administer the Plan.  The Board shall have the authority to: (i)
construe and interpret the Plan; (ii) define the terms used herein; (iii) determine
the duration and purpose of leaves of absence which may be granted to
Participants without constituting a termination of their employment for the
purposes of the Plan; (iv) make all other determinations necessary or advisable
for the administration of the Plan; and (v) appoint a Committee to administer
the Plan and to delegate to that Committee all of the authority to administer
the Plan in accordance with its provisions. 
The determination of the Board in the matters referred to in this
paragraph shall be conclusive.  (b)The
Board shall have power, subject to the limitations contained herein, to fix the
price, terms, and conditions for the grant or exercise of any Option under the
Plan.  (c)The
Board may at any time cancel any unexercised Options awarded under the Plan,
whether or not vested, if a Participant engages in conduct which the Board
determines to be detrimental to the best interests of the Corporation.  2 
   (d)The
Board may at any time and from time to time amend, suspend, or terminate the
Plan as set forth in Paragraph 9 and may amend the form of the Award Agreement,
in such respects as it shall deem advisable; provided that such modification
shall not change:  (1) the maximum
number of shares for which Options may be granted; (2) the Option price; (3)
the period during which Options may be granted or exercised; (4) the provisions
relating to the class of persons eligible to receive Options granted under the
Plan; or (5) the provisions relating to adjustments to be made upon changes in
capitalization of the Corporation.  No
modification to the Plan shall, without the consent of a Participant, adversely
affect such Participants rights under an Option previously granted to him.  (e)If
the provisions of the Code or Regulations relating to Incentive Stock Options
are changed during the term of the Plan, the Board shall have the power to
alter the Plan to conform to such changes. 
The Board shall have such authority without the necessity of obtaining
further stockholder approval unless such changes in the Code or Regulations
require such approval.  5.Participants
and Allotments.  The Board may, from
time to time, select Participants from the eligible class of employees and determine
the terms and provisions of the respective Award Agreements (which need not be
identical), the times at which such Options shall be granted, and the number of
shares subject to each Option. 
Notwithstanding the generality of the foregoing, the maximum number of
shares with respect to which an Option or Options may be granted to any
eligible employee in any one fiscal year shall not exceed One Hundred Twenty
Five Thousand (125,000) shares.  6.Shares
Subject to Plan.  The maximum number
of shares from which Options may be granted under the Plan are One Million Two
Hundred Fifty Thousand (1,250,000) shares of the Corporations authorized and
unissued Common Stock.  If any Option
granted under the Plan shall terminate or expire prior to exercise, in whole or
in part, the shares so released from the Option may be made the subject of additional
grants under the Plan.  The Corporation
shall reserve and keep available such number of shares of stock as will satisfy
the requirements of all outstanding grants of Options under this Plan.  7.Terms
and Conditions of Stock Options  (a)Option
Price.  The purchase price of the
stock under each Option shall be the Fair Market Value of the stock subject to
the Option at the time the Option is granted.  (b)Conditions
for Exercise of Option.  (i)Notwithstanding
anything to the contrary, no Option or portion thereof granted under this Plan
may be exercised after the earlier of (1) five (5) years from the date the
Participant has the right to exercise such Option or portion thereof as
provided in Paragraph 7(b)(ii), below; or (2) ten (10) years from the date the
Option is granted.  (ii)Except
as expressly provided in Paragraphs 7(b)(v) and 7(b)(vi) below, a Participant
shall become entitled to exercise the Option or portion thereof as determined
by the Board and as set forth in each Participants Award Agreement.  The vesting schedule determined by the Board
may be based on the period of time during which the Participant remains employed
following the date of grant or on performance measures determined by the Board
in its sole discretion.  The Participants
right to purchase the Common Stock subject to the Option, shall be cumulative,
so that as of the end of the vesting period specified in his Award Agreement,
or as of the date on which the designated performance measures are achieved, as
the case may be, the Participant shall be entitled to exercise one hundred
percent (100%) of the Option and to purchase all of the Common Stock covered by
the Option, subject to all of the provisions of this Plan.  3 
   (iii)Except
as provided in Paragraphs 7(b)(iv) and (v), a Participant may exercise an
Option only if, at the time such Option is exercised, such Participant is an
employee of and has continuously since the grant of the Option been an employee
of the Corporation.  (iv)If a
Participants employment with the Corporation is terminated for any reason
other than (i) his or her death or disability or (ii) his or her discharge for
dishonesty or commission of a crime, the Participant may, within sixty (60)
days thereafter and subject to the provisions of Sections 7(b)(i), (ii) or
(iii), exercise the Option or portion thereof to the extent it was exercisable
as of the date of termination of his or her employment.  All unexercised Options, or portions
thereof, shall terminate, be forfeited, and shall lapse upon expiration of said
sixty (60) day period, or immediately if the Participants employment is
terminated for any of the reasons set forth in clause (ii) above.  (v)If
a Participant dies or becomes Disabled while employed by the Corporation, all
of the Options granted to such Participant shall become one hundred percent
(100%) exercisable, without regard to the provisions of Paragraph 7(b)(ii),
above.  In such event, the Options may
be exercised by the Disabled Participant, or the person or persons to whom the
deceased Participants rights under the Option shall pass by will, or by the
applicable laws of descent and distribution; provided, however, that no such
Option may be exercised after one hundred eighty days (180) days from such
Participants date of death, or termination of employment as a result of Disability,
whichever is applicable.  Upon
expiration of said period, all unexercised Options, or portions thereof, shall
terminate, be forfeited, and shall lapse.  (vi)As
of the date of a Change in Control of the Corporation, all of the Options
granted under the Plan which have not otherwise been terminated or forfeited
shall become one hundred percent (100%) exercisable, without regard to the provisions
of Paragraph 7(b)(ii), above.  (c)Method
of Exercise.  (i)To
exercise an Option, the Participant, or his or her successors, shall give
written notice to the Corporations Treasurer at the Corporations principal
office accompanied by full payment of the Common Stock being purchased and a
written statement that the shares are purchased for investment and not with a
view to distribution.  However, this
statement shall not be required in the event the Common Stock subject to the
Option is registered with the Securities and Exchange Commission.  If the Option is exercised by the successor
of the Participant, following his or her death, proof shall be submitted,
satisfactory to the Board, of the right of the successor to exercise the
Option.  (ii)Common
Stock issued pursuant to this Plan which has not been registered with the
Securities and Exchange Commission shall bear the following legend:  The securities
represented by this Stock Certificate have not been registered under the
Securities act of 1933 (the Act) or applicable state securities laws (the
State Acts), and shall not be sold, pledged, hypothecated, donated or otherwise
transferred (whether or not for consideration) by the holder, except upon the
issuance to the Corporation of a favorable opinion of its counsel and
submission to the Corporation of such other evidence as may be satisfactory to
the Corporation to the effect that any such transfer shall not be in violation
of the Act and the State Acts.  (iii)The
Corporation shall not be required to transfer and deliver any stock certificate
or certificates for shares purchased upon exercise of said Options until after
compliance with all then applicable requirements of law.  In no event shall the Corporation be
required to issue fractional shares to the Participant.  4 
   (iv)If
the Corporation shall be advised by counsel that shares of stock deliverable
upon exercise of an Option are required to be registered under the Securities
Act of 1933, or that the consent of any other authority is required for the
issuance of same, the Corporation may effect registration or obtain consent,
and delivery of shares by the Corporation may be deferred until registration is
effected or consent obtained.  (v)Options
may be exercised, in whole or in part, by the surrender (or delivery) to the
Corporation of previously acquired shares of Corporation common stock.  This method of exercise is to include the
constructive exchange (or surrendering) of Corporation stock already owned
(Payment Shares) in payment for the shares to be received under the Option
exercise in lieu of actually tendering such Corporation stock to the
Corporation.  If the Payment Shares are
held by a registered securities broker for the Participant in street name,
the Participant will provide the Company with a notarized statement attesting
to the number of shares owned that are intended to serve as Payment
Shares.  If the Corporation stock
certificates are actually held by the Participant, he shall provide the
Corporation with their certificate numbers. 
Upon receipt of a notarized statement regarding ownership of the Payment
Shares, or upon confirmation of ownership of the Payment Shares by reference to
Corporation records, the Corporation shall treat the Payment Shares as being
constructively exchanged.  The
Corporation shall then issue to the employee a certificate for a net number of
shares:  the number of shares subject to
the Option exercise less the number of Payment Shares.  The exchange price for the Payment Shares
under the respective Option exercise will be the Fair Market Value of the
Corporation Common Stock as determined in Paragraph 2(i) above as of the
effective date of the exchange.  8.Rights
To Terminate Employment.  Nothing in
this Plan or in any Award Agreement shall confer upon any Participant the right
to continue in the employment of the Corporation or affect any right which the
Corporation may have to terminate the employment of such Participant.  9.Amendments
and Termination.  The Board may
amend, suspend, discontinue or terminate the Plan; provided, however, that
unless first approved by the requisite vote of stockholders, no amendment shall
be made to the Plan that would (a) permit a decrease in the Option price of any
outstanding Option, (b) increase the total number of shares of Common Stock
reserved for issuance under the Plan, or (c) expand or alter the provisions
relating to the class of persons eligible to receive Options granted under the
Plan.  No modification to the Plan
shall, without the consent of an Participant, adversely affect such
Participants rights under an Option previously granted to him.  10.Rights
As Stockholders.  No stock shall be
issued until full payment for such stock has been made.  The Participant shall have no rights as a
stockholder with respect to optioned shares until the date of the issuance of
the stock certificate to him or her for such shares.  No adjustments shall be made for dividends (ordinary or
extraordinary, whether in cash, securities, or other properties) or
distributions or other rights for which the record date is prior to the date
such certificate is issued.  11.Adjustments
of and Change In Stock.  No
adjustment shall be made to the number of shares of Common Stock for which
Options are granted by the Plan or the exercise price thereof as a result of
any change in the number of issued and outstanding shares of Common Stock.  However, the number of shares of Common
Stock covered by outstanding Options, as well as the exercise price, shall be
adjusted proportionately for any increase or decrease in the number of
outstanding shares of Common Stock resulting from a stock split, the payment of
a stock dividend with respect to the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without
receipt of consideration by the Company. 
In addition, in the event of a dissolution or liquidation of the
Corporation, a merger of the Corporation, or sale of all or substantially all
of the assets of the Corporation, the Corporation shall take such action as may
be necessary to enable the Participant to receive, in lieu of shares of Common
Stock, securities or other assets that were issued or payable upon such event
in receipt of or in exchange for such shares of Common Stock.  5 
   12.Award
Agreement.  The granting of an
Option under this Plan occurs only by a written Award Agreement, effective on
the date set forth therein, substantially in the form attached hereto and
marked Exhibit 1, executed by and on behalf of the Corporation and the employee
to whom the Option is granted, and such executed Award Agreement is delivered
to the Corporation.  13.Nonassignability.  No Option granted under this Plan shall be
assignable or transferable in any manner voluntarily, involuntarily, or by
operation of law, except by will or by the laws of descent and distribution.  During the life of such recipient, an Option
shall be exercisable only by such person or by such persons guardian or legal
representative.  14.Period
of Plan.  No Options shall be
granted on or after
                  
           , 2012.  The Plan shall terminate on the later of (1)
                      
         , 2012; (2) the date on
which all Options granted under the Plan have expired; or (3) the date on which
all Options granted under the Plan have been exercised in full.  ADOPTED
  BY THE BOARD OF DIRECTORS OF
  WESTERN GAS RESOURCES, INC.By:Date
  [Name]
  [Title]   ATTEST:  6