Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
ANADARKO PETROLEUM CORP
  2. Issuer Name and Ticker or Trading Symbol
Western Gas Partners LP [WES]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
1201 LAKE ROBBINS DR.
3. Date of Earliest Transaction (Month/Day/Year)
05/14/2008
(Street)

THE WOODLANDS, TX 77380
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Units representing limited partner interests 05/14/2008   A   4,973,806 A $ 16.5 4,973,806 (1) (2) (3) I See footnotes (1), (2) and (3)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Subordinated Units representing limited partner interests $ 0 05/14/2008   A   26,536,306     (4)   (4) Common Units representing limited partnership interests 26,536,306 (1) (2) (3) $ 16.5 26,536,306 I See footnotes (1), (2) and (3)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ANADARKO PETROLEUM CORP
1201 LAKE ROBBINS DR.
THE WOODLANDS, TX 77380
    X    
WESTERN GAS RESOURCES INC
1201 LAKE ROBBINS DR.
THE WOODLANDS, TX 77380
    X    
WGR Holdings LLC
1201 LAKE ROBBINS DR.
THE WOODLANDS, TX 77380
    X    

Signatures

 /s/ David L. Siddall, Assistant Secretary of Anadarko Petroleum Corporation   05/14/2008
**Signature of Reporting Person Date

 /s/ David L. Siddall, Assistant Secretary of Western Gas Resources, Inc.   05/14/2008
**Signature of Reporting Person Date

 /s/ David L. Siddall, Assistant Secretary of WGR Holdings, LLC   05/14/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) As of May 14, 2008, (i) WGR Holdings, LLC ("WGR Holdings") owns all of the membership interests in the General Partner, (ii) Western Gas Resources, Inc. ("WGR") owns all of the membership interests of WGR Holdings and (iii) Anadarko Petroleum Corp ("Anadarko") owns all of the issued and outstanding shares of common stock of WGR. Accordingly, WGR and Anadarko may be deemed to be indirect beneficial owners of any securities held by WGR Holdings.
(2) In connection with the closing of the initial public offering of the Issuer (the "Offering") and in exchange for certain assets to the Issuer by affiliates of Anadarko, WGR Holdings received 4,973,806 Common Units and 26,536,306 Subordinated Units, representing a 61.4% limited partner interest, and the General Partner received 1,083,115 general parnter units, representing a 2.0% general partner interest.
(3) In connection with the Offering, the Issuer granted the underwriters a 30-day option to purchase up to an additional 2,812,500 Common Units, which will be issued to such underwriters upon an exercise of such option, if any. Upon the earlier to occur of the expiration of the over-allotment option period or the exercise in full of the over-allotment option, WGR Holdings will be issued a number of additional Common Units equal to the excess, if any, of (x) 2,812,500 over (y) the aggregate number of Common Units, if any, actually purchased by the underwriters pursuant to the exercise of the over-allotment option.
(4) Each Subordinated Unit will convert into one Common Unit at the end of the subordination period, which will end on the first business day after the Issuer has earned and paid at least (i) $1.20 on each outstanding Common and Subordinated Unit and the corresponding distribution on the General Partner's 2.0% interest for each of three consecutive, non-overlapping four quarter periods ending on or after June 30, 2011 or (ii) $0.45 per quarter on each outstanding Common and Subordinated Unit and the corresponding distributions on the General Partner's 2.0% interest for each of four consecutive quarters. The Subordinated Units have no expiration date.

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