<PAGE>
    ===========================================================
                                 
                           UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D. C. 20549
              ---------------------------------------

                             FORM 10-Q

(Mark One)
   X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended September 30, 1997

                                OR

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

        For the transition period from           to               
                                       ----------  ----------
                                 
                  Commission file number 1-11953


                       Willbros Group, Inc.
      (Exact name of registrant as specified in its charter)

    Republic of Panama                       98-0160660
(Jurisdiction of incorporation)  (I.R.S. Employer Identification Number)

                      Dresdner Bank Building
                      50th Street, 8th Floor
                         P. O. Box 850048
                   Panama 5, Republic of Panama
                  Telephone No.: (50-7) 263-9282
   (Address, including zip code, and telephone number, including
     area code, of principal executive offices of registrant)
                                 
                                 
                           NOT APPLICABLE
    ---------------------------------------------------------------
    (Former name, former address and former fiscal year, if changed
                        since last report)

    Indicate by check mark whether the registrant (1) has filed all
reports  required  to  be  filed by Section  13  or  15(d)  of  the
Securities Exchange Act of 1934 during the preceding 12 months  (or
for  such shorter period that the registrant was required  to  file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes      X         No   
                            -------           -------

    The number of shares of the registrant's Common Stock, $.05 par
value, outstanding as of November 10, 1997, was 14,989,216.

===================================================================

<PAGE>
PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                         WILLBROS GROUP, INC.
                CONDENSED CONSOLIDATED BALANCE SHEETS
          (In thousands, except share and per share amounts)
                             (Unaudited)
<TABLE>
<CAPTION>
                                                     September 30,  December 31,
                                                          1997          1996
                                                     -------------  -----------
                                ASSETS

<S>                                                    <C>           <C>
Current assets:
   Cash and cash equivalents                           $   21,673    $   24,118
   Accounts receivable                                     68,205        53,756
   Contract cost and recognized income
    not yet billed                                          7,332         3,643
   Prepaid expenses                                         4,402         3,866
                                                       ----------    ----------
         Total current assets                             101,612        85,383

Spare parts, net                                            6,662         5,724
Property, plant and equipment, net                         68,509        53,445
Other assets                                                6,302         2,913
                                                       ----------    ----------
         Total assets                                  $  183,085    $  147,465
                                                       ==========    ==========

                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Notes payable                                       $    1,880    $      640
   Accounts payable and accrued liabilities                38,999        32,868
   Accrued income taxes                                     4,479         4,050
   Contract billings in excess of cost and
    recognized income                                      28,875        11,102
                                                       ----------    ----------
         Total current liabilities                         74,233        48,660

Deferred income taxes                                         200           200
Other liabilities                                           6,160         6,219
                                                       ----------    ----------
         Total liabilities                                 80,593        55,079

Stockholders' equity:
   Class A Preferred Stock, par value $.01 per share,
    1,000,000 shares authorized, none issued                    -             -
   Common stock, par value $.05 per share, 35,000,000
    shares authorized; 14,395,826 shares issued at
    September 30, 1997 and 14,385,980 at December
    31, 1996                                                  719           719
   Capital in excess of par value                          55,599        55,475
   Cumulative foreign currency translation adjustment      (1,028)         (784)
   Retained earnings                                       49,522        40,160
   Notes receivable for stock purchases                    (2,320)       (3,184)
                                                       ----------    ----------
         Total stockholders' equity                       102,492        92,386
                                                       ----------    ----------
         Total liabilities and stockholders' equity    $  183,085    $  147,465
                                                       ==========    ==========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.
                                 
                                 2


<PAGE>

                         WILLBROS GROUP, INC.
          CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
          (In thousands, except share and per share amounts)
                             (Unaudited)
                                 
<TABLE>
<CAPTION>
                                 
                                   Three Months               Nine Months
                               Ended September 30,        Ended September 30,
                              ----------------------    -----------------------
                                 1997         1996         1997          1996
                              ---------    ---------    ---------     ---------

<S>                          <C>          <C>          <C>           <C>
Contract revenues            $   72,815   $   47,407   $  181,260    $  149,863

Operating expenses:
   Contract                      55,469       34,457      132,399       110,888
   Depreciation and
    amortization                  4,807        3,550       13,002        10,180
   General and administrative     7,295        6,204       21,200        19,477
   Compensation from changes
    in redemption value of
    common stock                      -        4,695            -         6,122
                             ----------   ----------   ----------    ----------
                                 67,571       48,906      166,601       146,667
                             ----------   ----------   ----------    ----------
         Operating income
          (loss)                  5,244       (1,499)      14,659         3,196

Other income (expense):
   Interest - net                   197         (100)         265          (222)
   Minority interest               (479)        (824)      (1,418)       (1,602)
   Other - net                       33          (63)         166           746
                             ----------   ----------   ----------    ----------
                                   (249)        (987)        (987)       (1,078)
                             ----------   ----------   ----------    ----------
         Income (loss) before
          income taxes            4,995       (2,486)      13,672         2,118

Provision for income taxes        1,112          355        4,310         1,529
                             ----------   ----------   ----------    ----------
         Net income
          (loss)             $    3,883   $   (2,841)  $    9,362    $      589
                             ==========   ==========   ==========    ==========

Net income (loss) per
 common and common
 equivalent share            $      .27   $     (.20)  $      .65    $     (.06)
                             ==========   ==========   ==========    ==========
Weighted average number
 of common and common
 equivalent shares
 outstanding                 14,394,633   14,210,653   14,390,062    14,063,758
                             ==========   ==========   ==========    ==========
</TABLE>
                                 
    See accompanying notes to condensed consolidated financial statements.
                                 
                                 3





<PAGE>
                         WILLBROS GROUP, INC.
      CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 (In thousands, except share amounts)
                             (Unaudited)
<TABLE>
<CAPTION>

                                 
                                 
                                                                      Cumulative
                                                        Capital        Foreign
                                  Common Stock         in Excess      Currency
                             -----------------------    of Par       Translation
                               Shares     Par Value      Value       Adjustment
                             ----------   ----------   ----------    ----------

<S>                          <C>          <C>          <C>           <C>
Balance, January 1, 1997     14,385,980   $      719   $   55,475    $     (784)

 Net income                           -            -            -             -

 Collection of notes
  receivable                          -            -            -             -

 Issuance of common
  stock                           9,846            -          124             -

 Foreign currency translation
  adjustment                          -            -            -          (244)
                             ----------   ----------   ----------    ----------

Balance, September 30,
 1997                        14,395,826   $      719   $   55,599    $   (1,028)
                             ==========   ==========   ==========    ==========


continued-

                                                        Notes
                                                      Receivable       Total
                                                          for          Stock-
                                           Retained      Stock        holders'
                                           Earnings    Purchases       Equity
                                          ----------   ----------    ---------

Balance, January 1, 1997                  $   40,160   $   (3,184)   $   92,386

 Net income                                    9,362            -         9,362

 Collection of notes
  receivable                                       -          864           864

 Issuance of common
  stock                                            -            -           124

 Foreign currency translation
  adjustment                                       -            -          (244)
                                          ----------   ----------    ----------

Balance, September 30,
 1997                                     $   49,522   $   (2,320)   $  102,492
                                          ==========   ==========    ==========
</TABLE>

    See accompanying notes to condensed consolidated financial statements.
                                 
                                 4
<PAGE>



                         WILLBROS GROUP, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (In thousands)
                             (Unaudited)
<TABLE>
<CAPTION>

                                 
                                 
                                                               Nine Months
                                                           Ended September 30,
                                                       ------------------------
                                                          1997         1996
                                                       ----------    ----------

<S>                                                    <C>           <C>
Cash flows from operating activities:
   Net income                                          $    9,362    $      589
   Reconciliation of net income to cash
    provided by operating activities:
     Depreciation and amortization                         13,002        10,180
     Compensation from changes in redemption
      value of common stock                                     -         6,122
     Loss on sales and retirements                            243            64
     Changes in operating assets and liabilities:
       Accounts receivable                                (14,449)         (765)
       Contract cost and recognized income not
        yet billed                                         (3,689)        7,031
       Prepaid expenses and other assets                   (3,925)       (4,403)
       Accounts payable and accrued liabilities             6,131        (8,409)
       Accrued income taxes                                   429        (1,860)
       Contract billings in excess of cost and
        recognized income                                  17,773         1,980
       Other liabilities                                      291           477
                                                       ----------    ----------
         Cash provided by operating activities             25,168        11,006

Cash flows from investing activities:
   Proceeds from sales of property and equipment               65           511
   Purchase of property and equipment                     (23,902)      (11,048)
   Purchase of spare parts                                 (5,410)       (4,845)
                                                       ----------    ----------
         Cash used in investing activities                (29,247)      (15,382)

Cash flows from financing activities:
   Proceeds from notes payable to banks                     2,482        14,440
   Collection of notes receivable for stock purchases         864           908
   Proceeds from common stock                                 124         3,270
   Repayment of notes payable to banks                     (1,242)      (11,657)
   Repayment of notes payable to former shareholders         (350)            -
   Purchase of treasury stock                                   -        (2,531)
   Payment of dividends on preferred stock                      -        (1,448)
                                                       ----------    ----------
         Cash provided by financing activities              1,878         2,982

Effect of exchange rate changes on cash and
 cash equivalents                                            (244)            -
                                                       ----------    ----------
Cash used in all activities                                (2,445)       (1,394)
Cash and cash equivalents, beginning of period             24,118        19,859
                                                       ----------    ----------
Cash and cash equivalents, end of period               $   21,673    $   18,465
                                                       ==========    ==========
</TABLE>

    See accompanying notes to condensed consolidated financial statements.
                                 
                                 5
<PAGE>

                       WILLBROS GROUP, INC.
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
               (In thousands, except share amounts)
                            (Unaudited)




1. Basis of Presentation

   The condensed consolidated financial statements of Willbros
Group, Inc. and its majority-owned subsidiaries (the "Company")
reflect all adjustments which are, in the opinion of management,
necessary to present fairly the financial position, results of
operations and cash flows of the Company as of September 30, 1997,
and for all interim periods presented.  All adjustments are normal
recurring accruals.

   Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.
These condensed consolidated financial statements should be read in
conjunction with the Company's December 31, 1996 audited
consolidated financial statements and notes thereto contained in
the Company's Annual Report to Stockholders for the year ended
December 31, 1996.  The results of operations for the period ended
September 30, 1997, are not necessarily indicative of the operating
results to be achieved for the full year.

2. Foreign Exchange Risk

   The Company attempts to negotiate contracts which provide for
payment in U. S. dollars, but it may be required to take all or a
portion of payment under a contract in another currency.  To
mitigate non-U.S. currency exchange risk, the Company seeks to
match anticipated non-U.S. currency revenues with expenses in the
same currency whenever possible.  To the extent it is unable to
match non-U.S. currency revenues with expenses in the same
currency, the Company may use forward contracts, options or other
common hedging techniques in the same non-U.S. currencies.  The
unrealized gains or losses on financial instruments used to hedge
currency risk are deferred and recognized when realized as an
adjustment to contract revenue.  At September 30, 1997, the Company
had forward sales contracts on 3,500 German marks expiring at
various dates through December 30, 1997, with unrealized gains of
approximately $71.

3. Recent Pronouncement

   In February 1997, the Financial Accounting Standards Board
issued Statement No. 128, Earnings Per Share ("SFAS No. 128"),
which establishes new standards for computing and presenting
earnings per share.  SFAS No. 128 is effective for earnings per
share calculations for periods ending after December 15, 1997.  At
that time, the Company will be required to change the method
currently used to compute earnings per share and to restate all
prior periods.  If the provisions of SFAS No. 128 had been adopted
in the first nine months of 1997, earnings per share for all
interim periods presented would not have changed.

4. Subsequent Event

   A secondary offering of the Company's common stock was
completed in October 1997, with the sale of 4,528,250 shares of
common stock, consisting of 590,641 newly issued shares resulting
in net proceeds to the Company of $11,698 before offering costs,
and 3,937,609 shares sold by certain stockholders of the Company
for which the Company did not receive any proceeds.  Subsequent to
the offering there were 14,986,675 shares of common stock
outstanding.

                                 
                                 
                                 6
<PAGE>

                       WILLBROS GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
               (In thousands, except share amounts)
                            (Unaudited)
                                 
                                 
                                 
5. Contingencies, Commitments and Other Circumstances

   The Company provides construction, engineering and specialty
services to the oil and gas industry.  The Company's principal
markets are currently Africa, Asia, the Middle East, South America
and the United States.  Operations outside the United States may be
subject to certain risks which ordinarily would not be expected to
exist in the United States, including foreign currency
fluctuations, expropriation of assets, civil uprisings and riots,
instability of government and legal systems of decrees, laws,
regulations, interpretations and court decisions which are not
always fully developed and which may be retroactively applied.
Management is not presently aware of any events of the type
described in the countries in which it operates that have not been
provided for in the accompanying condensed consolidated financial
statements.  Based upon the advice of knowledgeable professionals
in the various work countries concerning the interpretation of the
laws, practices and customs of the countries in which it operates,
management believes the Company has followed the current  practices
in those countries; however, because of the nature of these
potential risks, there can be no assurance that the Company may not
be adversely affected by them in the future.  The Company insures
substantially all of its equipment in countries outside the United
States against certain political risks and terrorism.

   The Company has the usual liability of contractors for the
completion of contracts and the warranty of its work.  Where work
is performed through a joint venture, the Company also has possible
liability for the contract completion and warranty responsibilities
of its joint venturers.  Management is not aware of any material
exposure related thereto which has not been provided for in the
accompanying condensed consolidated financial statements.

   Certain post contract completion audits and reviews are being
conducted by clients andor government entities.  While there can be
no assurance that claims will not be received as a result of such
audits and reviews, management does not believe a legitimate basis
for any material claims exists.  At the present time it is not
possible for management to estimate the likelihood of such claims
being asserted or, if asserted, the amount or nature thereof.

                                 
                                 
                                 7
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS





General

   The Company derives its revenues from providing construction,
engineering and specialty services to the oil and gas industry and
government entities worldwide.  The Company obtains contracts for
its work primarily by competitive bidding or through negotiations
with long-standing clients.  Bidding activity, backlog and revenues
resulting from the award of contracts to the Company may vary
significantly from period to period.

   A number of factors relating to the Company's business affect
the Company's recognition of contract revenues.  Revenues from
fixed-price construction and engineering contracts are recognized
on the percentage-of-completion method.  Under this method,
estimated contract revenues are accrued based generally on the
percentage that costs to date bear to total estimated costs, taking
into consideration physical completion.  Generally, the Company
does not recognize income on a fixed-price contract until the
contract is approximately 10% complete.  Costs which are considered
to be reimbursable are excluded before the percentage-of-completion
calculation is made.  Accrued revenues pertaining to reimbursables
are limited to the cost of the reimbursables.  If a current
estimate of total contract cost indicates a loss on a contract, the
projected loss is recognized in full when determined.  Revenues
from unit-price contracts are recognized as earned.  Revenues from
change orders, extra work, variations in the scope of work and
claims are recognized when realization is assured.

   The Company derives its revenues from contracts with durations
which vary from a few weeks to several months or in some cases,
more than a year.  Unit-price contracts provide relatively even
quarterly results; however, major projects are usually fixed-price
contracts that may result in uneven quarterly financial results due
to the nature of the work and the method by which revenues are
recognized.  These financial factors, as well as external factors
such as weather, client needs, client delays in providing
approvals, labor availability, government regulation and politics
may affect the progress of a project's completion and thus the
timing of revenue recognition.  The Company believes that its
operating results should be evaluated over a relatively long time
horizon during which major contracts in progress are completed and
change orders, extra work, variations in the scope of work and cost
recoveries and other claims are negotiated and realized.

   The Company recognizes anticipated contract revenue as backlog
when the award of a contract is reasonably assured.  Anticipated
revenues from post-contract award processes, including change
orders, extra work, variations in the scope of work and the effect
of escalation or currency fluctuation formulas, are not added to
backlog until their realization is assured.  Backlog decreased
$42.8 million (21%) to $159.1 million during the quarter ended
September 30, 1997.  The decrease consisted of decreases in backlog
of $14.5 million in North America, $14.2 million in Asia, $9.4
million in Africa, and $5.3 million in South America, offset by an
increase in backlog of $.6 million in the Middle East.  Additions
to backlog during the quarter ended September 30, 1997, consisted
of $30.1 million of new contract awards in Africa, the Middle East,
North America, Asia, and South America, representing $15.8 million
in engineering services, $9.8 million in specialty services and
$4.5 million in construction services.

                                 
                                 
                                 8


<PAGE>


Results of Operations

  Three Months Ended September 30, 1997, Compared to Three Months
  Ended September 30, 1996

   Contract revenues increased $25.5 million (54%) to $72.9
million.  The increase consisted of (a) an increase of $19.1
million in North America for engineering services, including $10.2
million related to engineering, procurement and construction for a
45 mile (75 kilometer) 24 inch gas pipeline in the United States
and Mexico and $5.3 million for work on a proposed major pipeline
expansion project; (b) a $5.8 million increase in South America due
to a $7.6 million increase in construction services revenue from
increased marine construction and initial work on construction of
120 miles (200 kilometers) each of 36 inch and 20 inch pipelines in
Venezuela, offset by a $1.8 million decrease in specialty services
revenue; (c) a $2.2 million increase in Asia resulting from an
increase of $10.9 million primarily from work performed on the
construction of an 85 mile (135 kilometer) gas pipeline and station
in Indonesia, offset by reductions in construction and engineering
revenue totaling $8.7 million due to the substantial completion of
a project in Pakistan; offset by (d) a decrease of $1.3 million in
Africa due primarily to decreases in construction services; and (e)
a decrease of $.3 million in the Middle East attributable to a $2.5
million decrease in maintenance and mechanical services work,
offset by a $2.2 million increase in construction revenue related
to the construction of a 25 mile (40 kilometer) 10 inch pipeline.

   Contract cost increased $21.1 million (61%) to $55.5 million.
The increase consisted of (a) a $17.1 million increase in North
America resulting from increased engineering services work; (b) a
$7.2 million increase in South America from increased construction
services; offset by (c) a decrease of $1.4 million in Asia due to a
reduction of $6.9 million attributable to the substantial
completion of a project in Pakistan, offset by an increase of $5.5
million resulting from work performed in Indonesia; (d) a decrease
of $1.0 million in the Middle East due primarily to a decrease in
specialty services work; and (e) a decrease of $.8 million in
Africa due primarily to a decrease in specialty services work.

   Depreciation and amortization increased $1.2 million to $4.8
million, due to additions made to the equipment fleet to prepare
for new contracts.

   General and administrative expense increased $1.1 million to
$7.3 million to support the growth in worldwide activities.

   Compensation from changes in redemption value of common stock
decreased $4.7 million to zero because the Company's stock
redemption obligations terminated in the fourth quarter of 1996.

   Operating income increased $6.7 million to $5.2 million from an
operating loss of $1.5 million in 1996.  The increase was
attributable to (a) a $3.9 million increase in North America
resulting from increased engineering services work and reduction of
compensation from changes in redemption value of common stock; (b)
a $3.2 million increase in Asia from work performed in Indonesia,
offset by anticipated additional cost overruns and delay in
settlement of certain project cost recoveries on a project in
Pakistan; (c) a $1.5 million increase in the Middle East primarily
due to construction services work in Oman; offset by (d) a $1.8
million decrease in South America due to decreased specialty
services in Venezuela, and (e) a $.1 million decrease in Africa.

   Interest - net increased to income of $.2 million from expense
of $.1 million due to reduced borrowings under foreign credit
lines.

   Minority interest decreased $.3 million to $.5 million due to a
reduction in activity in certain work countries.


                                 
                                 9
                                 
<PAGE>                                 
                                 
   Provision for income taxes increased $.8 million to $1.1
million.  The increase was due primarily to increases in taxable
income and in tax rates in certain work countries and a lesser
reduction in 1997 than in 1996 in previous estimates of income
taxes in certain work countries.

  Nine Months Ended September 30, 1997, Compared to Nine Months
  Ended September 30, 1996

   Contract revenues increased $31.4 million (21%) to $181.3
million.  The increase consisted of (a) an increase of $38.8
million in North America for engineering services including $16.3
million related to engineering, procurement and construction for a
45 mile (75 kilometer) 24 inch gas pipeline in the United States
and Mexico and $15.3 million for work on a proposed major pipeline
expansion project; (b) a $3.8 million increase in South America
attributable to a $13.0 million increase in construction revenue
from increased marine construction and initial work on construction
of 120 miles (200 kilometers) each of 36 inch and 20 inch pipelines
in Venezuela, offset by a $9.2 million decrease in specialty
services revenue due primarily to completion of two services
contracts in 1996; (c) a $.1 million increase in Asia due to an
increase of $17.6 million resulting primarily from work performed
on an 85 mile (135 kilometer) gas pipeline and station in
Indonesia, offset primarily by a decrease of $16.9 million due to
the substantial completion of a project in Pakistan; offset by (d)
a decrease of $9.5 million in Africa due to a $15.8 million
decrease in specialty services which resulting from reduced
coating, flowline and leak repair work, offset by a $6.3 million
increase in construction revenue attributable primarily to work on
a river crossing for a 24 inch pipeline; and (e) a decrease of $1.8
million in the Middle East due to a $5.1 million decrease in
specialty services work, offset by a $3.3 million increase in
construction revenue related to the construction of a 25 mile (40
kilometer) 10 inch pipeline.

   Contract cost increased $21.5 million (19%) to $132.4 million.
The increase consisted of (a) a $33.0 million increase in North
America from increased engineering services; (b) a $9.6 million
increase in South America due to increased construction services;
offset by (c) a $14.3 million reduction in Africa related to
reduced specialty services work in Nigeria; (d) a $4.9 million
decrease in the Middle East due to decreased specialty services
work; and (e) a $1.9 million reduction in Asia including a $13.0
million decrease attibutable to the substantial completion of a
project in Pakistan, offset by an increase of $11.1 million
resulting from work performed in Indonesia.

   Depreciation and amortization increased $2.8 million to $13.0
million, due to additions made to the equipment fleet to prepare
for new contracts.

   General and administrative expense increased $1.7 million to
$21.2 million to support the growth in worldwide activities.

   Compensation from changes in redemption value of common stock
decreased $6.1 million to zero because the Company's stock
redemption obligations terminated in the fourth quarter of 1996.

   Operating income increased $11.5 million (359%) to $14.7
million.  The increase was attributable to (a) a $7.5 million
increase in North America due to increased engineering services and
reduction of compensation from changes in redemption value of
common stock; (b) a $5.5 million increase in Africa primarily
resulting from the realization of certain cost recoveries related
to services associated with activities already completed; (c) a
$4.2 million increase in the Middle East due in part to a favorable
winding up of a specialty services contract and increased
construction services; (d) a $.9 million increase in Asia
consisting of an increase of $4.1 million from work performed in
Indonesia, and a decrease of $3.2 million resulting from cost
overruns and delay of settlement of certain cost recoveries on a
project in Pakistan; offset by (e) a $6.6 million decrease in South
America due to decreased specialty services in Venezuela.

   Interest - net increased $.5 million to income of $.3 million,
due to reduced borrowings under foreign credit lines.


                                 
                                10

<PAGE>

   Minority interest decreased $.2 million to $1.4 million due to a
reduction in activity in certain work countries.

   Other - net decreased $.6 million to $.1 million, due primarily
to a reduction in foreign exchange gains.

   Provision for income taxes increased $2.8 million to $4.3
million.  The increase was due primarily to increases in taxable
income and in tax rates in certain work countries and a lesser
reduction in 1997 than in 1996 in previous estimates of income
taxes in certain countries.


Liquidity and Capital Resources

   The Company's primary requirements for capital are to fund the
acquisition, upgrade and maintenance of its equipment, provide
working capital for current projects, finance the mobilization of
employees and equipment to new projects, establish a presence in
countries where the Company perceives growth opportunities and
finance the possible acquisition of new businesses and equity
investments.  Historically the Company has met its capital
requirements primarily from operating cash flows.

   Cash and cash equivalents decreased $2.4 million (10%) to $21.7
million at September 30, 1997, from $24.1 million at December 31,
1996.  The decrease is due to $29.2 million in net capital
expenditures for the purchase of equipment and spare parts and a
$.2 million reduction due to foreign currency translation
adjustments, offset by positive cash flows of $25.2 million from
operations (including $2.6 million provided by changes in operating
assets and liabilities) and $1.8 million from financing activities.

   In February 1997, the Company entered into a new five-year $150
million credit agreement, that may be extended annually in one year
increments, subject to certain approvals, for up to an additional
three years, with a syndicated bank group including ABN AMRO Bank
N.V. as agent and Credit Lyonnais New York Branch, as co-agent.
The new credit agreement provides for a $100 million revolving
credit facility, part of which can be used for acquisitions and
equity investments.  The entire facility, less amounts used under
the revolving portion of the facility, may be used for standby and
commercial letters of credit.  Principal is payable at termination
on all revolving loans except qualifying acquisition and equity
investment loans which are payable quarterly over the remaining
life of the new credit agreement.  Interest is payable quarterly at
prime or other alternative interest rates.  A commitment fee is
payable quarterly based on an annual rate of 1/4% of the unused
portion of the credit facility.  The Company's obligations under
the new credit agreement are secured by the stock of the principal
subsidiaries of the Company.  The new credit agreement requires the
Company to maintain certain financial ratios, restricts the amount
of annual dividend payments to the greater of 25 cents per share or
25% of net income and limits the Company's ability to purchase its
own stock.  At September 30, 1997, outstanding letters of credit
totaled $39.3 million and there were no borrowings, leaving $110.7
million available under this facility.

   The Company has unsecured credit facilities with banks in
certain countries outside the United States.  Borrowings under
these lines, in the form of short-term notes and overdrafts, are
made at competitive local interest rates.  Generally, each line is
available only for borrowings related to operations in a specific
country.  Credit available under these facilities was approximately
$9.8 million at September 30, 1997.

   The Company believes that cash flow from operations and
borrowing under existing credit facilities will be sufficient to
finance working capital and capital expenditures for ongoing
operations at least through the end of 1998. The Company estimates
capital expenditures for equipment and spare parts of approximately
$46 million during 1997.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   Not applicable

                                11

<PAGE>

PART II.  OTHER INFORMATION



Item 1.  Legal Proceedings
-------  -----------------

  Not applicable


Item 2.  Changes in Securities and Use of Proceeds
-------  -----------------------------------------

  Not applicable


Item 3.  Defaults upon Senior Securities
-------  -------------------------------

  Not applicable


Item 4.  Submission of Matters to a Vote of Security Holders
-------  ---------------------------------------------------

  Not applicable


Item 5.  Other Information
-------  -----------------  

  Not applicable


Item 6.  Exhibits and Reports on Form 8-K
-------  --------------------------------

  (a)   Exhibits:

  The following documents are included as exhibits to this
  Form 10-Q

        11    Computation of Income (Loss) Per Common and Common
              Equivalent Share.

        27    Financial Data Schedule.

  (b)   Reports on Form 8-K

        There were no current reports on Form 8-K filed during the
        three months ended September 30, 1997.







                                 
                                12

<PAGE>


                                 
                                 
                             SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.



                                   WILLBROS GROUP, INC.


Date:  November 12, 1997           By:   /s/ Melvin F. Spreitzer
                                      -----------------------------
                                           Melvin F. Spreitzer
                                        Executive Vice President,
                                         Chief Financial Officer,
                                             and Treasurer














                                 
                                13


<PAGE>


                           EXHIBIT INDEX




  The following documents are included as exhibits to this
Form 10-Q


   Exhibit
    Number                          Description
   -------          ------------------------------------------------------------

     11             Computation of Income (Loss) Per Common and Common
                    Equivalent Share.

     27             Financial Data Schedule.